UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:
                                 MARCH 31, 1997
                                       OR
(  ) 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 1-3872


                           STORER COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)




                DELAWARE                                      59-2638096
--------------------------------------------------------------------------------
         (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                    Identification No.)

                 1500 Market Street, Philadelphia, PA 19102-2148
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

Registrant's telephone number, including area code:  (215) 665-1700

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

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  twelve months (or for such shorter period that the registrant was
required to file such  reports),  and (2) has been subject to such  requirements
for the past 90 days.

         Yes  _X_                                           No ___

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

As of March 31, 1997, there were 239.99 shares of Common Stock outstanding.

The Registrant  meets the conditions set forth in General  Instructions H (1)(a)
and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
disclosure format.

<PAGE>
                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997

                                TABLE OF CONTENTS

                                                                          Page
                                                                         Number
PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

                    Condensed Consolidated Balance Sheet
                    as of March 31, 1997 and December 31,
                    1996 (Unaudited)..........................................2

                    Condensed Consolidated Statement of
                    Operations and Accumulated Deficit for
                    the Three Months Ended March 31, 1997
                    and 1996 (Unaudited)......................................3

                    Condensed Consolidated Statement of Cash
                    Flows for the Three Months Ended March 31, 1997
                    and 1996 (Unaudited)......................................4

                    Notes to Condensed Consolidated
                    Financial Statements (Unaudited)......................5 - 6

          Item 2.   Management's Discussion and Analysis
                    of Financial Condition and Results of
                    Operations............................................7 - 9

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings........................................10

          Item 6.   Exhibits and Reports on Form 8-K.........................10

          SIGNATURE .........................................................11

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

This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995.  Readers are cautioned that such forward looking  statements
involve  risks and  uncertainties  which  could  significantly  affect  expected
results  in the  future  from  those  expressed  in  any  such  forward  looking
statements  made by, or on behalf of the  Company.  Certain  factors  that could
cause actual  results to differ  materially  include,  without  limitation,  the
effects of  legislative  and  regulatory  changes;  the  potential for increased
competition;  technological  changes; the need to generate substantial growth in
the subscriber base by successfully launching,  marketing and providing services
in  identified  markets;  pricing  pressures  which could affect  demand for the
Company's services; the Company's ability to expand its distribution; changes in
labor, programming, equipment and capital costs; the Company's continued ability
to acquire programming that customers will find attractive; general business and
economic conditions; and other risks detailed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission.

<PAGE>
                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                    (Dollars in thousands, except share data)
                                                                                         March 31,        December 31,
                                                                                           1997               1996
<S>                                                                                    <C>               <C>       
ASSETS

   Cash and cash equivalents....................................................           $2,650            $1,435
   Accounts receivable, less allowance for
     doubtful accounts of $2,671 and $2,552.....................................           11,571            15,007
   Other current assets.........................................................            5,955             5,689

   Property and equipment.......................................................          662,701           643,540
     Accumulated depreciation...................................................         (293,823)         (285,206)
                                                                                       ----------        ----------
     Property and equipment, net................................................          368,878           358,334
                                                                                       ----------        ----------

   Deferred charges.............................................................        1,567,264         1,566,577
     Accumulated amortization ..................................................         (368,821)         (358,103)
                                                                                       ----------        ----------
     Deferred charges, net......................................................        1,198,443         1,208,474
                                                                                       ----------        ----------

   Due from affiliates..........................................................          345,023           304,853
   Investment...................................................................                             20,701
   Other assets.................................................................            4,144             4,426
                                                                                       ----------        ----------

                                                                                       $1,936,664        $1,918,919
                                                                                       ==========        ==========

LIABILITIES AND STOCKHOLDER'S EQUITY
   Accounts payable and accrued expenses........................................          $60,963           $56,615
   Accrued interest.............................................................            5,231             1,748
   Other liabilities............................................................           20,464            20,766
   Debt.........................................................................          127,148           126,609
   Deferred income taxes........................................................          484,137           479,546
                                                                                       ----------        ----------

       Total liabilities........................................................          697,943           685,284
                                                                                       ----------        ----------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY
   Common stock, $.01 par value - authorized, 10,000
     shares; issued and outstanding, 239.99 shares..............................
   Additional capital...........................................................        3,045,956         3,019,227
   Accumulated deficit..........................................................       (1,091,946)       (1,095,972)
   Unrealized loss on marketable securities.....................................                             (1,390)
   Finance Sub securities.......................................................         (715,289)         (688,230)
                                                                                       ----------        ----------

       Total stockholder's equity...............................................        1,238,721         1,233,635
                                                                                       ----------        ----------

                                                                                       $1,936,664        $1,918,919
                                                                                       ==========        ==========
</TABLE>

See notes to condensed consolidated financial statements.

                                        2


<PAGE>
                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997
     CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                          (Dollars in thousands)
                                                                                        Three Months Ended March 31,
                                                                                           1997              1996

<S>                                                                                   <C>               <C>         
SERVICE INCOME..................................................................         $115,782          $103,880
                                                                                      -----------       ----------- 

COSTS AND EXPENSES
   Operating....................................................................           53,070            46,164
   Selling, general and administrative..........................................           23,059            20,786
   Depreciation and amortization................................................           25,814            26,256
                                                                                      -----------       ----------- 

                                                                                          101,943            93,206
                                                                                      -----------       ----------- 

OPERATING INCOME................................................................           13,839            10,674

OTHER (INCOME) EXPENSE
   Interest expense.............................................................            4,176             4,189
   Investment loss (income), net................................................            1,500              (109)
                                                                                      -----------       ----------- 

                                                                                            5,676             4,080
                                                                                      -----------       ----------- 

INCOME BEFORE INCOME TAX EXPENSE................................................            8,163             6,594

INCOME TAX EXPENSE..............................................................            4,137             4,008
                                                                                      -----------       ----------- 

NET INCOME......................................................................            4,026             2,586

ACCUMULATED DEFICIT

   Beginning of period .........................................................       (1,095,972)       (1,128,642)
                                                                                      -----------       ----------- 

   End of period................................................................      ($1,091,946)      ($1,126,056)
                                                                                      ===========       =========== 
</TABLE>



See notes to condensed consolidated financial statements.

                                        3

<PAGE>

                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                            (Dollars in thousands)
                                                                                         Three Months Ended March 31,
                                                                                           1997             1996
<S>                                                                                        <C>               <C>   
OPERATING ACTIVITIES
   Net income...................................................................           $4,026            $2,586
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Depreciation and amortization..............................................           25,814            26,256
     Loss on sale of investment.................................................            1,657
     Non-cash interest expense..................................................              661               707
     Deferred income tax expense................................................            3,512             3,508
                                                                                          -------           ------- 

                                                                                           35,670            33,057

     Decrease in accounts receivable, other current assets
       and other assets.........................................................            3,452             2,617
     Increase (decrease) in accounts payable and accrued expenses,
       accrued interest and other liabilities...................................            7,407            (3,974)
                                                                                          -------           ------- 

           Net cash provided by operating activities............................           46,529            31,700
                                                                                          -------           ------- 

FINANCING ACTIVITIES
   Net transactions with affiliates.............................................          (40,170)          (15,098)
                                                                                          -------           ------- 

           Net cash used in financing activities................................          (40,170)          (15,098)
                                                                                          -------           ------- 

INVESTING ACTIVITIES
   Capital expenditures and other...............................................          (26,327)          (16,767)
   Proceeds from sale of investment.............................................           21,183
                                                                                          -------           ------- 

           Net cash used in investing activities................................           (5,144)          (16,767)
                                                                                          -------           ------- 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................................            1,215              (165)

CASH AND CASH EQUIVALENTS, beginning of period..................................            1,435             1,386
                                                                                          -------           ------- 

CASH AND CASH EQUIVALENTS, end of period........................................           $2,650            $1,221
                                                                                          =======           =======
</TABLE>


See notes to condensed consolidated financial statements.


                                        4
<PAGE>
                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 1996 has been
     condensed  from the audited  balance  sheet as of that date.  The condensed
     consolidated  balance  sheet  as  of  March  31,  1997  and  the  condensed
     consolidated  statements of operations and accumulated  deficit and of cash
     flows for the three months ended March 31, 1997 and 1996 have been prepared
     by Storer Communications, Inc. (the "Company") and have not been audited by
     the  Company's  independent  auditors.  In the opinion of  management,  all
     adjustments (which include only normal recurring  adjustments) necessary to
     present fairly the financial position, results of operations and cash flows
     as of March 31, 1997 and for all periods presented have been made.

     Certain information and note disclosures normally included in the Company's
     annual financial  statements prepared in accordance with generally accepted
     accounting  principles  have been  condensed  or omitted.  These  condensed
     consolidated  financial  statements  should be read in conjunction with the
     financial  statements and notes thereto included in the Company's  December
     31, 1996 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission.  The results of operations  for the period ended March 31, 1997
     are not necessarily indicative of operating results for the full year.

2.   INVESTMENT

     In October 1996, the Company received  552,014 shares of Time Warner,  Inc.
     ("Time  Warner")  common stock (the "Time Warner  Stock") in exchange  (the
     "Exchange")  for all of the  shares of  Turner  Broadcasting  System,  Inc.
     ("TBS")  stock  (the "TBS  Stock")  held by the  Company as a result of the
     merger of Time  Warner and TBS.  As a result of the  Exchange,  the Company
     recognized a pre-tax gain of $19.8  million in the fourth  quarter of 1996,
     representing the difference between the Company's  historical cost basis in
     the  TBS  Stock  of  $3.0  million  and the  new  basis  for the  Company's
     investment  in Time Warner Stock of $22.8  million,  which was based on the
     closing  price of the Time  Warner  Stock on the merger date of $41.375 per
     share. As of December 31, 1996, the shares of Time Warner Stock held by the
     Company were recorded at fair value of $20.7 million.  The unrealized  loss
     on this investment of $2.1 million was reported in the Company's  condensed
     consolidated  balance  sheet  as of  December  31,  1996 as a  decrease  in
     stockholder's  equity,  net of deferred income tax benefit of $0.7 million.
     In January  1997,  the Company sold its entire  interest in Time Warner for
     $21.2 million and recognized a pre-tax loss of $1.6 million.

3.   RELATED PARTY TRANSACTIONS

     The  Company  receives  sales  commissions  from  QVC,  Inc.  ("QVC"),   an
     electronic  retailer  and a majority  owned and  controlled  subsidiary  of
     Comcast Corporation ("Comcast"),  the Company's indirect parent, based on a
     percentage  of QVC sales to the  Company's  subscribers.  In addition,  the
     Company  recognizes  revenues  relating  to the  carriage  of  certain  QVC
     programming.  For the  three  months  ended  March 31,  1997 and 1996,  the
     Company's  service  income  includes  $305,000 and $220,000,  respectively,
     relating to QVC.

     Comcast,  through a management  agreement,  manages the  operations  of the
     Company's  subsidiaries,  including  rebuilds and upgrades.  The management
     agreement generally provides that Comcast will supervise the management and
     operations  of the cable  systems and arrange  for and  supervise  (but not
     necessarily   perform  itself)   certain   administrative   functions.   As
     compensation  for such  services,  the  agreement  provides  for Comcast to
     charge  management  fees  of 6% of  gross  revenues.  Comcast  charged  the
     Company's  subsidiaries  management  fees of $6.9  million and $6.2 million
     during the three months ended March 31, 1997 and 1996, respectively.

                                        5

<PAGE>
                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

     These management fees are included in selling,  general and  administrative
     expenses in the Company's  condensed  consolidated  statement of operations
     and accumulated deficit.

     On behalf of the Company,  Comcast  Storer,  Inc.  ("CSI"),  the  Company's
     parent and an  indirect  wholly  owned  subsidiary  of  Comcast,  seeks and
     secures,  through Comcast,  long-term  programming contracts that generally
     provide  for  payment  based on either a  monthly  fee per  subscriber  per
     channel or a percentage of certain subscriber revenues. CSI charges each of
     the  Company's  subsidiaries  for  programming  on a basis which  generally
     approximates  the  amount  each  such  subsidiary  would be  charged  if it
     purchased  directly  from  the  supplier  and  did  not  benefit  from  the
     purchasing power of Comcast's consolidated  operations.  Amounts charged to
     the Company by CSI for programming (the "Programming Charges") are included
     in operating expenses in the Company's condensed  consolidated statement of
     operations and accumulated  deficit.  The Company  purchases  certain other
     services,  including  insurance and employee  benefits,  from Comcast under
     cost-sharing  arrangements on terms that reflect Comcast's actual cost. The
     Company  reimburses  Comcast for certain other costs  (primarily  salaries)
     under cost-reimbursement arrangements. Under all of these arrangements, the
     Company  incurred  total  expenses  of $40.9  million  and  $35.2  million,
     including  $36.3 million and $31.0 million of Programming  Charges,  during
     the three months ended March 31, 1997 and 1996, respectively. 

     Due from affiliates in the Company's condensed  consolidated  balance sheet
     primarily  consists  of  cash  transfers  to CSI  under  a cash  management
     program,  net of  expenses  charged  under  the  cost-sharing  arrangements
     described  above and  amounts  payable to  Comcast  and its  affiliates  as
     reimbursement  for payments  made, in the ordinary  course of business,  by
     such affiliates on behalf of the Company.

4.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company recognized non-cash dividends on the preferred stock of Comcast
     Storer  Finance  Sub,  Inc.,  a wholly  owned  subsidiary  of CSI, of $26.1
     million and $22.3 million  during the three months ended March 31, 1997 and
     1996, respectively.  The preferred stock dividends recognized were credited
     to  additional  capital in the  Company's  condensed  consolidated  balance
     sheet.

5.   CONTINGENCIES

     The Company is subject to claims which arise in the ordinary  course of its
     business and other legal  proceedings.  In the opinion of  management,  the
     amount  of  ultimate  liability  with  respect  to these  actions  will not
     materially  affect  the  financial  position,   results  of  operations  or
     liquidity of the Company.

     The Company  currently is seeking to justify rates for basic cable services
     and equipment in its cable systems in the State of Connecticut on the basis
     of a  cost-of-service  showing.  The State of  Connecticut  has ordered the
     Company  to reduce  such  rates and to make  refunds  to  subscribers.  The
     Company has appealed the Connecticut decision to the Federal Communications
     Commission  ("FCC").  Recent  pronouncements  from the FCC, which generally
     support  the  Company's  position  on  appeal,  have  caused  the  State of
     Connecticut to reexamine its prior ruling. While the Company cannot predict
     the  outcome  of this  action,  the  Company  believes  that  the  ultimate
     resolution  of this  pending  regulatory  matter  will not have a  material
     adverse impact on the Company's financial  position,  results of operations
     or liquidity.

                                        6
<PAGE>
                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS

Liquidity and Capital Resources

The Company's  business is capital  intensive and continually  requires cash for
development  and  expansion.  The  Company has  historically  met its cash needs
through its cash and cash equivalents,  cash flows from operating  activities as
well as interest and principal  received on certain securities issued by Comcast
Storer  Finance  Sub,  Inc.,  an indirect  wholly  owned  subsidiary  of Comcast
Corporation  ("Comcast"),  the Company's  indirect  parent,  to the Company (the
"Finance Sub Securities").

In October 1996, the Company received 552,014 shares of Time Warner, Inc. ("Time
Warner") common stock (the "Time Warner Stock") in exchange (the "Exchange") for
all of the shares of Turner  Broadcasting  System,  Inc. ("TBS") stock (the "TBS
Stock") held by the Company as a result of the merger of Time Warner and TBS. As
a result of the Exchange, the Company recognized a pre-tax gain of $19.8 million
in the fourth quarter of 1996, representing the difference between the Company's
historical cost basis in the TBS Stock of $3.0 million and the new basis for the
Company's  investment in Time Warner Stock of $22.8 million,  which was based on
the  closing  price of the Time  Warner  Stock on the merger date of $41.375 per
share.  As of December  31,  1996,  the shares of Time Warner  Stock held by the
Company were recorded at fair value of $20.7  million.  The  unrealized  loss on
this  investment  of  $2.1  million  was  reported  in the  Company's  condensed
consolidated   balance   sheet  as  of  December  31,  1996  as  a  decrease  in
stockholder's  equity,  net of deferred  income tax benefit of $0.7 million.  In
January  1997,  the  Company  sold its entire  interest in Time Warner for $21.2
million and recognized a pre-tax loss of $1.6 million.

The Company  believes  that it will be able to meet its  current  and  long-term
liquidity needs and capital requirements,  including fixed charges,  through its
cash  flows  from  operating  activities,  existing  cash and cash  equivalents,
interest and principal received on the Finance Sub Securities,  amounts due from
affiliates and other external financing.

Results of Operations

Summarized  consolidated  financial  information  for the  Company for the three
months ended March 31, 1997 and 1996 is as follows  (dollars in  millions,  "NM"
denotes percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                        March 31,           Increase/(Decrease)
                                                                   1997         1996           $            %
<S>                                                                <C>          <C>           <C>          <C>  
Service income............................................         $115.8       $103.9        $11.9        11.5%
Operating, selling, general and administrative
   expenses...............................................           76.1         67.0          9.1        13.6
                                                                   ------       ------

Operating income before depreciation and
   amortization (1) ......................................           39.7         36.9          2.8         7.6
Depreciation and amortization.............................           25.9         26.2         (0.3)       (1.1)
                                                                   ------       ------

Operating income..........................................           13.8         10.7          3.1        29.0
                                                                   ------       ------

Interest expense..........................................            4.2          4.2
Investment loss (income), net.............................            1.5         (0.1)         1.6          NM
Income tax expense........................................            4.1          4.0          0.1         2.5
                                                                   ------       ------

Net income................................................           $4.0         $2.6         $1.4        53.8%
                                                                   ======       ======
</TABLE>

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

                                        7
<PAGE>
                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997


(1)  Operating income before  depreciation and amortization is commonly referred
     to in the Company's  business as "operating cash flow." Operating cash flow
     is a measure  of a  company's  ability  to  generate  cash to  service  its
     obligations, including debt service obligations, and to finance capital and
     other  expenditures.  In part due to the  capital  intensive  nature of the
     Company's  business  and  the  resulting   significant  level  of  non-cash
     depreciation  and amortization  expense,  operating cash flow is frequently
     used  as  one  of the  bases  for  comparing  businesses  in the  Company's
     industry.  Operating  cash flow does not purport to represent net income or
     net cash provided by operating activities, as those terms are defined under
     generally accepted accounting  principles,  and should not be considered as
     an  alternative  to such  measurements  as an  indicator  of the  Company's
     performance.

Of the $11.9 million  increase in service income for the three month period from
1996 to 1997, $1.8 million is attributable  to subscriber  growth,  $9.4 million
relates to an increase in rates and $700,000  relates to growth in other product
offerings.

The Company  receives sales  commissions from QVC, Inc.  ("QVC"),  an electronic
retailer and a majority owned and controlled  subsidiary of Comcast,  based on a
percentage of QVC sales to the Company's  subscribers.  In addition, the Company
recognizes revenues relating to the carriage of certain QVC programming. For the
three  months  ended  March 31,  1997 and 1996,  the  Company's  service  income
includes $305,000 and $220,000, respectively, relating to QVC.

Of the $9.1 million increase in operating,  selling,  general and administrative
expenses  for the  three  month  period  from  1996 to  1997,  $5.3  million  is
attributable  to an  increase  in the cost of cable  programming  as a result of
subscriber  growth,  additional  programming  offerings and changes in rates and
$3.8  million  results  from an increase  in the cost of labor and other  volume
related expenses.  Comcast charged the Company's subsidiaries management fees of
$6.9 million and $6.2  million  during the three months ended March 31, 1997 and
1996,  respectively.  These management fees are included in selling, general and
administrative  expenses in the Company's  condensed  consolidated  statement of
operations and accumulated deficit.

On behalf of the Company, Comcast Storer, Inc. ("CSI"), the Company's parent and
an indirect  wholly owned  subsidiary  of Comcast,  seeks and  secures,  through
Comcast,  long-term  programming  contracts that  generally  provide for payment
based on either a monthly  fee per  subscriber  per channel or a  percentage  of
certain subscriber revenues.  CSI charges each of the Company's subsidiaries for
programming  on a basis  which  generally  approximates  the  amount  each  such
subsidiary  would be charged if it purchased  directly from the supplier and did
not benefit  from the  purchasing  power of Comcast's  consolidated  operations.
Amounts  charged  to  the  Company  by CSI  for  programming  (the  "Programming
Charges")  are  included  in  operating  expenses  in  the  Company's  condensed
consolidated  statement  of  operations  and  accumulated  deficit.  The Company
purchases  certain other services,  including  insurance and employee  benefits,
from Comcast under  cost-sharing  arrangements  on terms that reflect  Comcast's
actual cost. The Company  reimburses  Comcast for certain other costs (primarily
salaries)   under   cost-reimbursement   arrangements.   Under   all  of   these
arrangements,  the Company  incurred  total  expenses of $40.9 million and $35.2
million,  including  $36.3  million and $31.0  million of  Programming  Charges,
during the three  months  ended  March 31,  1997 and 1996,  respectively.  It is
anticipated  that the Company's cost of cable  programming  will increase in the
future as cable  programming  rates  increase  and  additional  sources of cable
programming become available.

The $300,000  decrease in depreciation  and  amortization  expense for the three
month period from 1996 to 1997 is primarily  due to the timing and extent of the
rebuild and upgrade of the Company's cable plant.


                                        8
<PAGE>
                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997



The $1.6 million  increase in net  investment  loss (income) for the three month
period from 1996 to 1997 is primarily attributable to the loss recognized on the
sale of the Time Warner Stock.

The $100,000 increase in income tax expense for the three month period from 1996
to 1997 is primarily  attributable  to the increase in income  before income tax
expense.

For the three  months  ended March 31,  1997 and 1996,  the  Company's  earnings
before income tax expense and fixed charges (interest  expense) of $12.3 million
and $10.8 million,  respectively,  exceeded its fixed charges of $4.2 million in
each period.

The  Company  believes  that  its  operations  are not  materially  affected  by
inflation.

Regulatory Developments

The Company  currently is seeking to justify rates for basic cable  services and
equipment  in its cable  systems in the State of  Connecticut  on the basis of a
cost-of-service  showing.  The State of  Connecticut  has ordered the Company to
reduce such rates and to make refunds to  subscribers.  The Company has appealed
the  Connecticut  decision to the  Federal  Communications  Commission  ("FCC").
Recent  pronouncements  from the FCC,  which  generally  support  the  Company's
position on appeal,  have caused the State of Connecticut to reexamine its prior
ruling. While the Company cannot predict the outcome of this action, the Company
believes that the ultimate resolution of this pending regulatory matter will not
have a material adverse impact on the Company's financial  position,  results of
operations or liquidity.


                                        9
<PAGE>

                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997



PART II.  OTHER INFORMATION

ITEM 1.   Legal Proceedings

     The  Company  is not  party to  litigation  which,  in the  opinion  of the
     Company's management,  will have a material adverse effect on the Company's
     financial position, results of operations or liquidity.

ITEM 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits required to be filed by Item 601 of Regulation S-K:

          27.1    Financial Data Schedule.

     (b)  Reports on Form 8-K - None.



                                       10

<PAGE>

                  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1997


                                    SIGNATURE

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                    STORER COMMUNICATIONS, INC.
                                    ------------------------------------------





                                    /s/ Lawrence S. Smith
                                    ------------------------------------------
                                    Lawrence S. Smith
                                    Senior Vice President
                                    Accounting and Administration
                                    (Principal Financial and Accounting Officer)


Date: May 14, 1997

                                       11