<PAGE>



================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 -------------
                                FORM 10-K/A NO. 1

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)
           |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

           |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                    FOR THE TRANSITION PERIOD FROM    TO

                        COMMISSION FILE NUMBER: 0-28670

                                 TV FILME, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                      98-0160214
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION) 


               C/O ITSA - INTERCONTINENTAL TELECOMUNICACOES LTDA.
                               SCS, QUADRA 07-BL.A
                          ED. EXECUTIVE TOWER, SALA 601
                            70.300-911 BRASILIA - DF
                                     BRAZIL
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 011-55-61-314-9908

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     COMMON STOCK, PAR VALUE $0.01 PER SHARE

    INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1)  HAS  FILED  ALL  REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),  AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. [X] YES [ ] NO

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT  FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S  KNOWLEDGE,  IN DEFINITIVE PROXY OR INFORMATION  STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K [X].

     THE AGGREGATE  MARKET VALUE OF THE VOTING STOCK HELD BY  NON-AFFILIATES  OF
THE REGISTRANT AS OF APRIL 22, 1998 WAS APPROXIMATELY $12,358,894.

     AS OF APRIL 22, 1998,  10,825,139 SHARES OF THE REGISTRANT'S  COMMON STOCK,
$0.01 PAR VALUE, WERE OUTSTANDING.

     DOCUMENTS INCORPORATED BY REFERENCE.  NONE.

================================================================================

<PAGE>



     The  information  required  by Part III  (Items  10,  11, 12 and 13) of the
undersigned  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 1997 (the "Annual  Report"),  filed pursuant to Section 13 or 15(d)
of the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), was to
be  incorporated  by reference to the  definitive  Proxy  Statement for the 1998
Annual Meeting of Stockholders  of the Company,  which Proxy Statement was to be
filed  pursuant  to  Regulation  14A  under the  Exchange  Act  within  120 days
following  the end of the  Company's  fiscal  year as  permitted  under  General
Instruction G of Form 10-K  ("Instruction  G").  However,  the definitive  Proxy
Statement  will  not be filed  within  such  period.  Accordingly,  pursuant  to
Instruction  G, the Company  hereby amends Items 10, 11, 12 and 13 of the Annual
Report as follows:

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Information with respect to executive  officers of the Company is presented
in Item 4 of this Report under the caption "Executive Officers of the Company."

     HERMANO STUDART LINS DE ALBUQUERQUE, one of the co-founders of the Company,
has served as Chief Executive  Officer,  Secretary and a director of the Company
since its  incorporation.  Mr.  Lins  received a Master's  degree in  Artificial
Intelligence  from the  University of Sussex,  England and a Bachelor of Science
degree in Electronic Engineering from the University of Brasilia. Mr. Lins was a
member of the MMDS Regulation Commission,  a Brazilian government advisory board
and  is a  member  of  the  Technical  Advisory  Board  for  National  Satellite
Publishing  Inc.  Mr. Lins is the brother of Mr.  Carlos  Andre  Studart Lins de
Albuquerque. Mr. Lins is 35 years old.

     DAVID E. LIBOWITZ has served as a director of the Company since April 1997.
Mr.  Libowitz has been a Managing  Director of E.M.  Warburg,  Pincus & Co., LLC
since January 1998. Mr. Libowitz has been associated with E.M.  Warburg Pincus &
Co., LLC (or its predecessor E.M. Warburg,  Pincus & Co., Inc.) since July 1991.
Mr.  Libowitz  is a  director  of  Caribiner  International,  Inc.  and  several
privately held companies. Mr. Libowitz is 35 years old.

     CARLOS ANDRE STUDART  LINS  DE  ALBUQUERQUE  one  of the co-founders of the
Company, has served as President,  Chief Operating Officer and a director of the
Company  since its  incorporation.  Mr.  Lins also  served as  Treasurer  of the
Company from its incorporation  until July 1997. Mr. Lins received a Bachelor of
Science  degree in Physics  from the  University  of Brasilia  and a Bachelor of
Science  degree in  Mathematics  from the  University  of Ceub.  Mr. Lins is the
brother of Mr. Hermano Studart Lins de Albuquerque. Mr. Lins is 33 years old.

     DOUGLAS M. KARP has served as Chairman  of the Board of the  Company  since
its incorporation. Mr. Karp has been a Managing Director of E.M. Warburg, Pincus
& Co., LLC (or its  predecessor,  E.M.  Warburg,  Pincus & Co.,  Inc.) since May
1991.  Prior to joining E.M.  Warburg,  Pincus & Co., LLC, Mr. Karp held several
positions with Salomon Inc, including Managing Director from January 1990 to May
1991,  Director  from  January  1989 to December  1989 and Vice  President  from
October  1986 to December  1988.  Mr.  Karp is a director of LCI  International,
Inc.,  TresCom  International,   Inc.,  Journal  Register  Company  and  several
privately held companies.  Mr. Karp is 42 years old.

     RAUL ROSENTHAL has served as a director of the Company since July 1997. Mr.
Rosenthal  has been the  Executive  Vice  President  of  Strategic  Planning and
Corporate  Development  and of five  business  units  of Abril  S.A.  (including
Telephone Directories, Abril Collections and Database Marketing) since September
1996.  Prior to joining Abril S.A., from 1986 to 1996 Mr. Rosenthal held several
senior  management  positions  with  American  Express,  including  President of
American  Express do  Brazil,  a position  in which he was  responsible  for the
Credit Card business and the American Express Bank from 1994 to 1996,  President
of the  Establishments  Service Group for Latin  American and the Caribbean from
1995 to 1996,  and  President of American  Express in Argentina and Uruguay from
1990 to 1993.  Mr.  Rosenthal  is a director of a privately  held  Company.  Mr.
Rosenthal is 49 years old.



<PAGE>

     ALVARO J. AGUIRRE has served as Chief  Financial  Officer and a director of
the Company  since June 1996.  Prior to joining the Company,  Mr.  Aguirre was a
member of the Latin  America  Corporate  Finance  Group of Morgan  Stanley & Co.
Incorporated  from  1994 to 1996 and a  securities  attorney  at the law firm of
Sullivan & Cromwell from 1991 to 1994. Mr. Aguirre is 31 years old.

     JOSE AUGUSTO PINTO MOREIRA has served as a director  of  the  Company since
its incorporation.  Mr. Moreira has been the Executive Vice-President of Finance
and  Administration  of Abril S.A.  since  1982.  Mr.  Moreira is a director  of
several privately held companies. Mr. Moreira is 54 years old.

     The number of  directors  of the  Company,  as  determined  by the Board of
Directors  is seven.  The Board of  Directors  of the Company  consists of three
classes: Class I, Class II and Class III, as nearly equal in number as possible.
One of the three classes,  comprising  approximately one-third of the directors,
is  elected  each year to  succeed  the  directors  whose  terms  are  expiring.
Directors hold office until the annual meeting for the year in which their terms
expire and until their  successors  are elected and qualified  unless,  prior to
that date, they have resigned,  retired, or otherwise left office. In accordance
with the Company's  Certificate of  Incorporation,  Class II directors are to be
elected at the 1998 Annual Meeting of  Stockholders,  Class III directors are to
be elected at the 1999 Annual Meeting of Stockholders  and Class I directors are
to be elected at the 2000 Annual Meeting of Stockholders.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires the Company's directors, certain
officers  and  persons  holding  more  than  10% of a  registered  class  of the
Company's equity  securities to file reports of ownership and reports of changes
in ownership with the Securities and Exchange  Commission (the "Commission") and
the Nasdaq National  Market.  Directors,  certain  officers and greater than 10%
stockholders are also required by Commission  regulations to furnish the Company
with copies of all such reports that they file. Based on the Company's review of
copies of such  forms  provided  to it,  the  Company  believes  that all filing
requirements were complied with during the fiscal year ended December 31, 1997.

ITEM 11.  EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

     The  following  table  sets  forth a summary  of the  compensation  paid or
accrued by the Company for  services  rendered to the Company in all  capacities
for the fiscal year ended December 31, 1997 by its Chief  Executive  Officer and
each of the  Company's  other  executive  officers  whose total salary and bonus
exceeded  $100,000 during the past three fiscal years (collectively, the  "Named
Executive Officers"):

<TABLE>
<CAPTION>

                                                                                     LONG-TERM
                                                                                   COMPENSATION
                                                                                ----------------
                                                 ANNUAL COMPENSATION                  AWARDS
                             --------------------------------------------------  ----------------
                                                                     OTHER           SECURITIES
                                                                     ANNUAL          UNDERLYING       ALL OTHER
      NAME AND POSITION       YEAR   SALARY ($)   BONUS ($)       COMPENSATION       OPTIONS (#)    COMPENSATION ($)
      -----------------       -----  ----------   ---------       ------------     -----------      ----------------
<S>                            <C>    <C>          <C>             <C>               <C>             <C>

Hermano Studart
   Lins de Albuquerque,...... 1997    $143,750      $150,000(1)          $-0-           100,000           $6,250(2)
   Chief Executive Officer    1996     113,979       200,000(1)           -0-           110,000            6,250
                              1995      98,463       111,500              -0-            49,788(3)             -
Carlos Andre Studart
   Lins de Albuquerque,...... 1997     143,750       150,000(1)           -0-           100,000            6,250(2)
   President and Chief        1996     113,979       200,000(1)           -0-           110,000            6,250
  Operating Officer           1995      98,463       111,500              -0-            49,788(3)             -

Alvaro J. Aguirre,........... 1997     143,750       150,000(1)           -0-           100,000            6,250(2)
   Chief Financial Officer(4) 1996      62,499       200,000(1)(5)        -0-           110,000            6,250

---------------------
</TABLE>


                                      -2-
<PAGE>

(1)  Includes  non-cash bonus payments made to the Named  Executive  Officers in
     the form of Common Stock in the following amounts (i) for 1997,  $25,000 to
     each Named Executive Officer and (ii) for 1996, $123,333 to Messrs. Hermano
     Lins and Carlos Andre Lins and $25,000 to Mr. Aguirre.

(2)  Represents Company paid life insurance premiums.

(3)  These options were exercised by Messrs.  Hermano Lins and Carlos Andre Lins
     in 1995.

(4)  Mr. Aguirre joined the Company in June 1996.

(5)  Includes a special one-time sign on bonus in the amount of $50,000.


EMPLOYMENT AGREEMENTS

     The Company and ITSA have entered into  employment  agreements with each of
Messrs.  Hermano Lins and Carlos Andre Lins,  pursuant to which Mr. Hermano Lins
has agreed to serve full time as Chief  Executive  Officer of the  Company,  Mr.
Carlos Andre Lins has agreed to serve full time as President and Chief Operating
Officer of the  Company,  and each has agreed to serve in  comparable  executive
positions  at ITSA.  The annual base salary  under such  agreements  for each of
Messrs.  Lins is $125,000.  Such salaries are reviewed at least  annually by the
Board of Directors and may be increased but not decreased.  In addition, each of
Messrs.  Lins are  eligible  to receive  an annual  bonus,  payable by ITSA,  in
amounts  determined by the Board of Directors taking into  consideration,  among
other things, the financial and operating  performance of the Company.  Pursuant
to each of Messrs. Lins's employment  agreements,  if the Company terminates the
executive's employment either without "cause" (as defined therein) or because of
the death of the  executive,  ITSA is required to pay the  executive  any unpaid
base salary accrued through the date of termination,  plus an amount equal to an
additional  12  months'  base  salary.  Although  Brazilian  law does not permit
employment  agreements of this type to be for a fixed term,  each agreement does
include a  non-competition  provision and a prohibition on the  solicitation  of
clients and employees.

     The Company has also entered into an employment agreement with Mr. Aguirre,
pursuant to which Mr.  Aguirre has agreed to serve full time as Chief  Financial
Officer of the Company until  December 31, 1998,  unless  terminated  earlier in
accordance with the terms of such  agreement.  The annual base salary under such
agreement is $125,000. Such salary is reviewed at least annually by the Board of
Directors of the Company and may be increased  but not  decreased.  In addition,
Mr. Aguirre is eligible to receive an annual bonus in amounts  determined by the
Board of Directors of the Company, taking into consideration among other things,
the financial  and  operating  performance  of the Company.  Upon  executing his
employment agreement, Mr. Aguirre received a one-time bonus of $50,000. Pursuant
to Mr. Aguirre's employment  agreement,  if the Company terminates Mr. Aguirre's
employment  because of the death or  disability of Mr.  Aguirre,  the Company is
required to pay Mr. Aguirre or his estate any unpaid base salary accrued through
the date of  termination,  plus an amount equal to an additional 12 months' base
salary.  If the  Company  terminates  Mr.  Aguirre  without  "cause" (as defined
therein),  the  Company is  required  to pay Mr.  Aguirre any unpaid base salary
accrued through the date of termination, plus an amount equal to the unpaid base
salary for the  balance of the term and the pro rata  portion of any agreed upon
annual  bonus.  The  agreement  includes  a  non-competition   provision  and  a
prohibition on the solicitation of clients and employees.



                                       -3-

<PAGE>



STOCK OPTIONS

1996 STOCK OPTION PLAN

     On July 18, 1996, the Board of Directors  adopted and the  stockholders  of
the Company  approved the 1996 Stock Option Plan (the "1996 Stock Option Plan"),
which provides for the grant to officers,  key employees and  consultants of the
Company of both  "incentive  stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and
stock options that are non-qualified  for U.S. federal income tax purposes.  The
total number of shares of Common Stock for which options may be granted pursuant
to the 1996  Stock  Option  Plan is  936,432,  subject  to  certain  adjustments
reflecting changes in the Company's capitalization. In addition, no employee may
receive options for more than 200,000 shares of Common Stock in the aggregate in
any fiscal year. The 1996 Stock Option Plan is administered by the  Compensation
Committee  of  the  Board  of  Directors  (the  "Compensation  Committee").  The
Compensation Committee determines, among other things, which officers, employees
and  consultants  receive  options  under the plan,  the time when  options  are
granted,  the type of option  (incentive  stock options or  non-qualified  stock
options,  or both) to be granted,  the number of shares  subject to each option,
the time or times when the options become  exercisable,  and, subject to certain
conditions  discussed  below,  the option  price and  duration  of the  options.
Members of the Compensation  Committee are not eligible to receive options under
the 1996 Stock Option Plan.

     The exercise  price for  incentive  stock  options  are  determined  by the
Compensation  Committee,  but may not be less than the fair market  value on the
date of grant and the term of any such  option may not exceed ten years from the
date of grant. With respect to any participant in the 1996 Stock Option Plan who
owns stock  representing  more than 10% of the voting  power of the  outstanding
capital stock of the Company,  the exercise price of any incentive  stock option
may not be less than 110% of the fair market value of such shares on the date of
grant and the term of such  option  may not  exceed  five years from the date of
grant.

     The exercise price of non-qualified stock options  are  determined  by  the
Compensation  Committee  on the date of grant,  but may not be less than the par
value of the Common Stock on the date of grant,  and the term of such option may
not exceed ten years from the date of grant.

     Payment  of the option  price may be made by  certified  or bank  cashier's
check,  by tender of shares of Common Stock then owned by the optionee or by any
other means  acceptable  to the Company.  Options  granted  pursuant to the 1996
Stock Option Plan are not  transferrable,  except by will or the laws of descent
and  distribution  in the event of death.  During an  optionee's  lifetime,  the
options are exercisable only by the optionee.

     The Board of Directors has the right at any time from time to time to amend
or modify the 1996 Stock  Option  Plan,  without  the  consent of the  Company's
stockholders  or optionees;  provided  that no such action may adversely  affect
options previously granted without the optionee's consent,  and provided further
that no such action,  without the approval of the  stockholders  of the Company,
may  increase  the total number of shares of Common Stock which may be purchased
pursuant  to options  under the plan,  expand the class of persons  eligible  to
receive  grants of options  under the plan,  decrease the minimum  option price,
extend the maximum term of options  granted under the plan or extend the term of
the plan.  The  expiration  date of the 1996 Stock  Option  Plan after  which no
option may be granted thereunder is 2006.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 covering the shares of Common Stock  underlying  options  granted  under the
1996 Stock Option Plan.




                                       -4-

<PAGE>



STOCK OPTION GRANTS

     The following table sets forth  information  regarding grants of options to
purchase  Common Stock during the fiscal year ended December 31, 1997 to each of
the Named Executive  Officers.  No stock appreciation rights were granted during
1997.

<TABLE>
<CAPTION>


                                                                                
                                                  OPTION GRANTS IN 1997         
                                                                                
                                                                                
                                                                                
                                                     INDIVIDUAL GRANTS          
                                     ----------------------------------------------------             AT ASSUMED ANNUAL         
                                     NUMBER OF     PERCENT OF                                       RATES OF STOCK PRICE
                                    SECURITIES    TOTAL OPTIONS                                       APPRECIATION FOR
                                    UNDERLYING     GRANTED TO      EXERCISE                           OPTION TERM (3)
                                      OPTIONS     EMPLOYEES IN      PRICE          EXPIRATION     --------------------------
NAME                                GRANTED (#)     1997 (1)      ($/SHARE)(2)       DATE           (5%)         (10%)
----                                -----------    ----------     ------------   -------------    ---------    -------------
<S>                                   <C>           <C>             <C>             <C>            <C>           <C>

Hermano Studart Lins
   de Albuquerque.................      50,000(4)       10.3%         $6.00       10/31/07       $188,669      $478,123
                                        50,000(4)       10.3           5.625      12/26/07        176,877       448,240
Carlos Andre Studart Lins
   de Albuquerque.................      50,000(4)       10.3           6.00       10/31/07        188,669       478,123
                                        50,000(4)       10.3           5.625      12/26/07        176,877       448,240

Alvaro J. Aguirre.................      50,000(4)       10.3           6.00       10/31/07        188,669       478,123
                                        50,000(4)       10.3           5.625      12/26/07        176,877       448,240

</TABLE>

-----------

(1)      The Company granted options to  purchase  a  total  of  483,500  shares
         of Common Stock in 1997.

(2)      Each of the  Company's  stock options were granted at or above the fair
         market value on the date of grant.  The fair market value of the Common
         Stock on December 31, 1997 was $5.750 per share.

(3)      Amounts  reported  in  these  columns  represent  amounts  that  may be
         realized upon exercise of options  immediately  prior to the expiration
         of their term assuming the specified  compounded  rates of appreciation
         (5% and 10%) on the Common  Stock over the term of the  options.  These
         assumptions are based on rules promulgated by the Commission and do not
         reflect  the  Company's  estimate of future  stock price  appreciation.
         Actual  gains,  if any, on the stock option  exercises and Common Stock
         holdings are  dependent  on the timing of such  exercise and the future
         performance of the underlying  Common Stock.  There can be no assurance
         that the rates of appreciation assumed in this table can be achieved or
         that the amounts reflected will be received by the option holder.

(4)      These options vest and become fully  exercisable as to 20% on the first
         anniversary  of the date of grant and as to an  additional  20% on each
         anniversary  thereafter  until all such  options  are fully  vested and
         exercisable.

YEAR-END VALUE TABLE

         The  following  table sets forth  information  regarding the number and
year end value of  unexercised  options held at December 31, 1997 by each of the
Named Executive  Officers.  No stock  appreciation  rights were exercised by the
Named Executive Officers during fiscal 1997.



                                       -5-

<PAGE>
<TABLE>
<CAPTION>



                                             FISCAL 1997 OPTION VALUES

                                                NUMBER OF SECURITIES               VALUE OF UNEXERCISED
                                               UNDERLYING UNEXERCISED               "IN-THE-MONEY" (1)
                                                 OPTIONS AT FISCAL                  OPTIONS AT FISCAL
                                                    YEAR-END (#)                       YEAR-END ($)
NAME                                         EXERCISABLE/UNEXERCISABLE          EXERCISABLE/UNEXERCISABLE
----                                         -------------------------          -------------------------
<S>                                          <C>                                   <C>

Hermano Studart Lins
   de Albuquerque.........................         22,000/188,000                          $0/$6,250
Carlos Andre Studart Lins
   de Albuquerque.........................         22,000/188,000                           0/6,250
Alvaro J. Aguirre.........................         22,000/188,000                           0/6,250

</TABLE>

------------

(1)      Options are  "in-the-money"  if the fair market value of the underlying
         securities  exceeds the exercise price of the options.  The amounts set
         forth  represent  the  difference  between  $5.750 per share,  the fair
         market value of the Common Stock  issuable  upon exercise of options at
         December 31, 1997, and the exercise price of the option,  multiplied by
         the applicable number of options.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Company did not have a  Compensation  Committee  during  the  first
seven  months of 1996.  As a result,  Messrs.  Karp,  Gary D.  Nusbaum (a former
director and Vice President of the Company), Hermano Lins, Carlos Andre Lins and
Moreira participated in deliberations concerning executive officer compensation.
In  connection  with  the  Initial  Public  Offering,  the  Board  of  Directors
established a  Compensation  Committee  comprised of Messrs.  Karp,  Nusbaum and
Moreira.  Mr.  Karp is a general  partner of  Warburg,  Pincus & Co., a New York
general partnership ("WP") which is the sole general partner of Warburg,  Pincus
Investors, L.P. ("Warburg, Pincus"). Mr. Moreira is the Executive Vice-President
of Finance and  Administration of Abril S.A. Mr. Libowitz became a member of the
Compensation  Committee  in  April  1997  to fill  the  vacancy  created  by the
resignation of Mr. Nusbaum.

COMPENSATION OF DIRECTORS

         Independent directors are eligible to receive an annual fee of $10,000,
a meeting fee of $1,000 for every meeting of the Board of Directors attended and
each  committee  meeting held  separately and a $500 fee for each meeting of the
Board of  Directors or  committee  meeting  participated  in by  telephone.  All
directors are reimbursed for out-of-pocket expenses. Under the 1996 Stock Option
Plan, the Company may, from time to time and in the sole discretion of the Board
of Directors, grant options to directors who are not members of the Compensation
Committee.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the Common  Stock,  as of April 27,  1998,  by (i) each
person  known to the Company to be the  beneficial  owner of more than 5% of the
Common  Stock,  (ii) each of the  Company's  directors,  (iii) each of the Named
Executive  Officers,  and (iv) all directors and executive  officers as a group.
All information  with respect to beneficial  ownership has been furnished to the
Company by the respective stockholders of the Company.


                                       -6-

<PAGE>

<TABLE>
<CAPTION>

                                                                                  AMOUNT AND NATURE             PERCENTAGE
                                                                                   OF BENEFICIAL                   OF
                  NAME AND ADDRESS (1)                                              OWNERSHIP (2)                CLASS (2)
                  --------------------                                            ----------------              ----------
<S>               <C>                                                             <C>                            <C>

Warburg, Pincus Investors, L.P.
   466 Lexington Avenue
   New York, New York 10017(3)........................................                  4,530,708                 41.9%
Tevecap S.A.
   Rua do Rocio, 313
   Suite 101
   Sao Paulo, Brazil..................................................                  1,500,455                 13.9
Maria Nise Studart Lins de Albuquerque................................                  1,069,520                  9.9
Hermano Studart Lins de Albuquerque(4)................................                    291,134                  2.7
Carlos Andre Studart Lins de Albuquerque(4)...........................                    291,134                  2.7
Douglas M. Karp(5)....................................................                  4,530,708                 41.9
Jose Augusto Pinto Moreira(6).........................................                  1,500,455                 13.9
Raul Rosenthal(6).....................................................                  1,500,455                 13.9
David E. Libowitz(5)..................................................                  4,530,708                 41.9
Alvaro J. Aguirre(4)..................................................                     31,294                   *
All executive officers and directors
  as a group (7 persons)..............................................                  6,644,725                 61.0

</TABLE>
----------------------------
*        Less than 1%.

(1)      Unless  otherwise  indicated  above,  the address for each  stockholder
         identified   above  is  TV  Filme,   Inc.   c/o   ITSA-Intercontinental
         Telecomunicacoes  Ltda, SCS  Quadra 07-Bl.A,  Ed. Executive Tower, Sala
         601, 70.300-911 Brasilia-DF, Brazil.

(2)      Beneficial  ownership is determined in accordance with the rules of the
         Commission.  In computing the number of shares  beneficially owned by a
         person and the  percentage  ownership of that person,  shares of Common
         Stock  subject to options  and  warrants  held by that  person that are
         currently  exercisable or exercisable  within 60 days of April 27, 1998
         are  deemed  outstanding.   Such  shares,   however,   are  not  deemed
         outstanding  for the purposes of computing the percentage  ownership of
         any other  person.  Except as indicated in the footnotes to this table,
         each  stockholder  named in the table has sole  voting  and  investment
         power with respect to the shares set forth opposite such  stockholder's
         name.

(3)      E.M.  Warburg,  Pincus & Co., LLC, a New York limited liability company
         ("E.M. Warburg"), manages Warburg, Pincus. WP, the sole general partner
         of  Warburg,  Pincus,  has a 20%  interest  in the  profits of Warburg,
         Pincus. Lionel I. Pincus is the managing partner of WP and the managing
         member of E.M.  Warburg  and may be deemed to control  both WP and E.M.
         Warburg.  The members of E.M. Warburg are substantially the same as the
         partners of WP.

(4)      Includes  the  following  number of shares  of Common  Stock  which the
         executive  officers  have the right to acquire  through the exercise of
         options within 60 days of April 27, 1998: Mr. Hermano Lins, 22,000; Mr.
         Carlos Andre Lins, 22,000; and Mr. Aguirre, 22,000.

(5)      All of the shares  indicated as owned by Messrs.  Karp and Libowitz are
         owned  directly by Warburg,  Pincus and are  included  because of their
         affiliation with Warburg,  Pincus.  Mr. Karp, the Chairman of the Board
         of the  Company,  and Mr.  Libowitz,  a Director  of the  Company,  are
         Managing  Directors and Members of E.M. Warburg and General Partners of
         WP.  As  such,  Messrs.  Karp and  Libowitz  may be  deemed  to have an
         indirect pecuniary interest, within the meaning of Rule 16a-1 under the
         Exchange Act, in an indeterminate portion of the shares of Common Stock
         beneficially owned by Warburg, Pincus and WP.


                                       -7-

<PAGE>



         Messrs. Karp  and  Libowitz  disclaim  "beneficial  ownership" of these
         shares within the meaning of Rule 13d-3 under the Exchange Act.

(6)      All of the shares indicated as owned by Mr. Moreira and  Mr.  Rosenthal
         are owned directly by Tevecap and are included because of Mr. Moreira's
         and  Mr. Rosenthal's  respective affiliations with Tevecap. Mr. Moreira
         and Mr. Rosenthal each disclaim  "beneficial ownership" of these shares
         within the meaning of Rule 13d-3 under the Exchange Act.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In March 1996,  the Company  issued and sold  783,700  shares of Common
Stock and  warrants to purchase an  additional  567,952  shares of Common  Stock
(after giving effect to the Restructuring) to Warburg,  Pincus for approximately
$5.1 million, and issued and sold 287,664 shares of Common Stock and warrants to
purchase an  additional  208,372  shares of Common Stock (after giving effect to
the Restructuring) to Tevecap for approximately $1.9 million.  Such warrants had
an exercise price of $6.52 per share.

         Immediately  prior to the  consummation of the Initial Public Offering,
in connection  with the  Restructuring  the Company issued  warrants to purchase
567,952  shares of Common  Sock to  Warburg,  Pincus and  warrants  to  purchase
208,372  shares of Common Stock to Tevecap in exchange for all of their warrants
to purchase  shares of common stock of ITSA. The warrants were  exercisable  for
cash, the  cancellation  of  indebtedness  or on a cashless  exercise  basis. In
September  1997,  Warburg,  Pincus  exercised  its warrants for cash and Tevecap
exercised its warrants on a cashless  exercise basis.  The Tevecap warrants were
converted  into  shares of Common  Stock  based on the  difference  between  the
exercise  price of $6.52 per share and the average  closing  price of the Common
Stock on the Nasdaq  National  Market during the five trading days preceding the
date of exercise ($8.25).

         From  time to time  during  January  1994 to March  1996,  Tevecap  and
certain of its  affiliates  made  short-term  loans to the  Company  for working
capital purposes. During this period, the maximum amount outstanding pursuant to
such loans was  approximately  $6.4  million.  During  April  1996,  the Company
resumed  borrowing from Tevecap and its affiliates for working capital purposes,
all of which  borrowings  were  repaid with the  proceeds of the Initial  Public
Offering  with the  exception  of $200,000  due  February  1997 and $200,000 due
February 1998, each of which have been repaid in full.


                                       -8-

<PAGE>



         
         In July 1994,  the Company,  Tevecap and certain other parties  thereto
entered  into  an  agreement   pursuant  to  which  Tevecap  agreed  to  provide
programming  exclusively  to the  Company in certain  areas.  In June 1996,  the
Programming  Agreement was amended and restated effective August 2, 1996. In the
years ended December 31, 1997,  1996 and 1995, TVA Sistema's and its affiliates'
revenues from the Company aggregated  approximately $10.4 million,  $6.7 million
and  $1.3  million,  respectively,  net of  discounts  in  1995 of  $539,000  on
programming fees compared to list prices.  No discounts were received in 1996 or
1997 and no such discounts are expected in the future.  Through  September 1997,
the Company  purchased  from Tevecap a program guide which it distributed to its
subscribers  monthly.  Amounts  paid to  Tevecap  in 1995,  1996  and 1997  were
$113,000, $750,000 and $679,000, respectively.

         In late 1994,  TV Filme  Servicos  purchased  licenses  to operate  the
Company's  wireless  cable systems in Goiania and Belem from an affiliate of TVA
Sistema for a purchase price of $400,000 each. The Company  believes such prices
were below fair market value.  Such purchase prices were payable in equal annual
installments of $100,000 per license, due in February of each of the years 1995,
1996, 1997 and 1998. No amounts remain outstanding.

         In connection  with the Initial Public  Offering,  the Company  entered
into the  restructuring  (the  "Restructuring")  pursuant  to  which  all of the
preferred  stock of ITSA was converted  into common stock of ITSA and each share
of common  stock of ITSA was  exchanged  for 1,844 shares of Common Stock of the
Company. Pursuant to the Restructuring,  (i) 51% of the voting stock of TV Filme
Servicos was  transferred  to TVTEL  Ltda.,  an entity all the stock of which is
owned by  certain  stockholders  of the  Company  who are  Brazilian  nationals,
including  certain  directors  and  executive  offices  of the  Company  (namely
Tevecap,  Mrs. Maria Nise Lins,  Messrs.  Hermano Lins and Carlos Andre Lins and
Ms. Maria Veronica Lins), with ITSA retaining 49% of the voting stock and 83% of
the economic  interests in TV Filme Servicos;  (ii) the operating  assets of the
wireless cable systems of Brasilia were transferred from TV Filme Servicos to TV
Filme Brasilia; and (iii) TV Filme Servicos entered into various agreements with
ITSA and its  subsidiaries  pursuant  to which,  among  other  things,  TV Filme
Servicos has  authorized  ITSA to operate the existing  wireless  cable  systems
under its current  licenses  and to operate  future cable  systems  under future
license grants.  The Company has a  representative  on the executive  management
team of TV Filme  Servicos  and any sale or  transfer  of any  current or future
license  held by TV Filme  Servicos is  prohibited.  ITSA  entered  into various
agreements with TV Filme Servicos which authorize ITSA's subsidiaries to operate
the existing wireless cable systems under its current licenses and all other pay
television systems under future licenses.  As of November 1997, the licenses  to
operate the  existing  wireless  cable  systems were  transferred  from TV Filme
Servicos  to the  respective  operating companies, TV Filme  Brasilia,  TV Filme
Goiania and TV Filme Belem.

         The Company believes that the above  transactions  were or are on terms
no less  favorable to the Company than could have been obtained in  transactions
with independent third parties.  All future transactions between the Company and
its officers, directors,  principal stockholders or their respective affiliates,
will be on terms no less  favorable  to the Company  than can be  obtained  from
unaffiliated third parties.


                                       -9-

<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Registrant  has duly caused this  Amendment  to the
Report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Brasilia, Brazil, on the 30th day of April, 1998.

                                        TV FILME, INC.


                                        By: HERMANO STUDART LINS DE ALBUQUERQUE*
                                            ------------------------------------
                                            Hermano Studart Lins de Albuquerque
                                            Chief Executive Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on the 30th day of April, 1998.


<TABLE>
<CAPTION>


                              SIGNATURE                                                  TITLE(S)
                              ---------                                                  --------
<S>                           <C>                                                        <C> 


          HERMANO STUDART LINS DE ALBUQUERQUE*                                  
-----------------------------------------------------                           Chief Executive Officer,
          Hermano Studart Lins de Albuquerque                                   Secretary and Director
                                                                                (Principal Executive Officer)

       CARLOS ANDRE STUDART LINS DE ALBUQUERQUE*
------------------------------------------------------                          President, Chief Operating Officer
       Carlos Andre Studart Lins de Albuquerque                                 and Director


             /S/ ALVARO J. AGUIRRE                                              
-------------------------------------------------------                         Chief Financial Officer (Principal
              Alvaro J. Aguirre                                                 Financial and Accounting Officer)
                                                                                and Director

               DOUGLAS M. KARP*
-------------------------------------------------------                         Chairman of the Board and
               Douglas M. Karp                                                  Director


--------------------------------------------------------                        Director
            Jose Augusto Pinto Moreira


                 RAUL ROSENTHAL*                                                
--------------------------------------------------------                        Director
                 Raul Rosenthal


                  DAVID E. LIBOWITZ*                                            
---------------------------------------------------------                       Director
                 David E. Libowitz


*By:             /S/ ALVARO J. AGUIRRE
    -----------------------------------------------------
                Alvaro J. Aguirre
                Attorney-in-fact

</TABLE>




                                      -10-