SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q


            [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                       For Quarter 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  n/a  to  n/a
                        Commission File Number 0-27192

                       ASCENT ENTERTAINMENT GROUP, INC.
            (Exact name of registrant as specified in its charter)


               Delaware                            52-1930707
      (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization)            Identification No.)

                              One Tabor Center
                      1200 Seventeenth Street, Suite 2800
                            Denver, Colorado  80202
                    (Address of principle executive office)

                                (303) 626-7000
             (Registrant's telephone number, including area code)

      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 (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.     Yes  X     No


      The number of shares  outstanding of the  Registrant's  Common Stock as of
March 31, 1997 was 29,754,000 shares.


<PAGE>





Part 1.     Financial Information


Item 1.     Financial Statements
<TABLE>

                       ASCENT ENTERTAINMENT GROUP, INC.
                     Condensed Consolidated Balance Sheets
                                (In thousands)

                                    ASSETS

<CAPTION>
                                                        March 31,   December 31,
                                                         1997           1996
                                                       ----------   -----------
                                                             (Unaudited)


<S>                                                  <C>              <C>                       
Current assets:
  Cash and cash equivalents.....................     $  9,972         $   3,963
  Receivables, net .............................       46,787            54,695
  Deferred income taxes ........................        3,539             3,580
  Income taxes receivable.......................       13,508             5,653
  Prepaid expenses..............................        5,574            11,247
  Other current assets..........................        1,438             2,759
                                                     --------         ---------

      Total current assets......................       80,818            81,897
Property and equipment, net ....................      301,972           301,498
Goodwill, net...................................      130,643           132,805
Franchise rights, net...........................      100,984           102,189
Film inventory, net ............................       86,547            76,234
Investments.....................................        6,515             9,150
Other assets, net...............................       27,578            31,899
                                                     --------         ---------

Total Assets....................................     $735,057         $ 735,672
                                                     ========         =========


                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Short-term borrowings ........................     $160,000         $ 143,000
  Accounts payable..............................       23,680            19,992
  Payable to COMSAT.............................        4,316             4,662
  Deferred income...............................       75,460            81,942
  Other accrued liabilities.....................       44,224            38,629
                                                     --------         ---------

      Total current liabilities.................      307,680           288,225
Long-term debt .................................       50,000            50,000
Other long-term liabilities ....................       14,410            14,645
Deferred income taxes ..........................        8,637             5,742
                                                     --------         ---------


      Total liabilities.........................      380,727           358,612

Minority interest ..............................      102,428           107,475

Stockholders' equity:
  Preferred stock, par value $.01 per share,
   5,000,000 shares authorized, none
   outstanding..................................            -                 -
  Common stock, par value $.01 per share,
   60,000,000 shares authorized, 29,754,000
   issued and outstanding.......................          297               297
  Additional paid-in capital....................       07,569           307,569
  Accumulated deficit...........................      (57,281)          (39,633)
  Other.........................................        1,317             1,352
                                                     --------         ---------

      Total stockholders' equity................      251,902           269,585
                                                     --------         ---------


Total Liabilities and Stockholders' Equity......     $735,057         $ 735,672
                                                     ========         =========
</TABLE>



<PAGE>


<TABLE>

                        ASCENT ENTERTAINMENT GROUP, INC.

                   Condensed Consolidated Statements of Operations
                                   (Unaudited)
                    (In thousands, except per share amounts)

<CAPTION>

                                            Three Months Ended March 31,
                                                1997          1996
                                              --------      --------
<S>                                           <C>           <C>

Revenues......................                $89,849       $ 72,340
                                              -------       --------

Operating expenses:
    Cost of services..........                 85,972         58,333
    Depreciation and amortization              25,365         15,732
    General and administrative                  1,998          2,220
                                              -------       --------
    Total operating expenses..                113,335         76,285
                                              -------       --------

Operating income (loss).......                (23,486)        (3,945)
Other income (expense), net...                    150           (308)
Interest expense..............                 (4,684)        (1,632)
                                              -------       --------

Loss before taxes and minority
   interest...................                (28,020)        (5,885)
Income tax benefit............                  5,231          1,752
                                              -------       --------

Loss before minority interest.                (22,789)        (4,133)
Minority interest.............                  5,141           (142)
                                              -------       --------

Net loss......................                $(17,648)     $ (4,275)
                                              =========     =========

Net loss per common share.....                $(0.59)       $(0.14)
                                              =======       =======

Weighted Average number of
common shares outstanding.....                 29,754         29,752
                                              =======       ========
</TABLE>

See  accompanying  notes to these  condensed  unaudited  consolidated  financial
statements.


<PAGE>


<TABLE>

                       ASCENT ENTERTAINMENT GROUP, INC.

                     Condensed Consolidated Cash Flow Statements
                                   (Unaudited)
                                 (In thousands)

<CAPTION>
                                                    Three Months Ended March 31,
                                                           1997           1996
                                                          -------       -------
<S>                                                      <C>            <C>

Operating activities:
    Net loss .......................................     $(17,648)     $ (4,275)
    Adjustments for non-cash expenses:
       Depreciation and amortization ...............       25,365        15,732
       Amortization of film industry ...............           40         4,446
    Changes in operating assets and liabilities ....        1,248       (20,924)
    Other ..........................................         --             503
                                                         --------      --------

    Net cash provided by operating
       activities ..................................        9,005        (4,518)
                                                         --------      --------

Investing activities:
    Payments on note receivable ....................          715           694
    Proceeds from sale of investment ...............        1,920          --
    Purchase of property and equipment .............      (20,334)      (28,971)
    Net expenditures for film production costs .....       (2,297)         (687)
    Investments in unconsolidated businesses .......         --          (4,125)
                                                         --------      --------
    Net cash used in investing activities ..........      (19,996)      (33,089)
                                                         --------      --------

Financing activities:
    Repayment of long-term debt ....................         --            (120)
    Net short-term borrowings ......................       17,000        29,000
    Other ..........................................         --              15
                                                         --------      --------
    Net cash provided by financing activities ......       17,000        28,895
                                                         --------      --------

Net increase (decrease) in cash &
   cash equivalents ................................        6,009        (8,712)

Cash and cash equivalents,
   beginning of period .............................        3,963        11,012
                                                         --------      --------

Cash and cash equivalents,
   end of period ...................................     $  9,972      $  2,300
                                                         ========      ========

Supplemental cash flow information:
Interest paid ......................................     $  3,632      $  1,271
                                                         ========      ========
Income taxes paid ..................................     $     82      $     71
                                                         ========      ========
</TABLE>

See  accompanying  notes to these  condensed  unaudited  consolidated  financial
statements.



<PAGE>



                       ASCENT ENTERTAINMENT GROUP, INC.

       Notes to Condensed Consolidated Financial Statements (Unaudited)
                   Three months ended March 31, 1997 and 1996


1.  General

    The accompanying  unaudited condensed consolidated financial statements have
been prepared by Ascent  Entertainment  Group, Inc.  ("Ascent" or the "Company")
pursuant to the rules and regulations of the Securities and Exchange  Commission
(the "Commission").  These financial statements should be read in the context of
the financial  statements  and notes  thereto  filed with the  Commission in the
Company's  1996 Annual  Report on Form 10-K.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such regulations.  The accompanying condensed consolidated financial
statements  reflect all adjustments and disclosures which are, in the opinion of
management,  necessary for a fair  presentation.  All such  adjustments are of a
normal recurring  nature.  The results of operations for the interim periods are
not necessarily  indicative of the results of the entire year.  Certain December
31, 1996  balance  sheet  amounts  have been  reclassified  to conform  with the
current periods presentation.

    The accompanying financial statements include the accounts of Ascent and its
majority-owned subsidiaries which include On Command Corporation ("OCC"), Ascent
Network  Services,  Inc.  ("ANS"),  the Denver Nuggets Limited  Partnership (the
"Nuggets"),   the  Colorado   Avalanche   LLC  (the   "Avalanche")   and  Beacon
Communications Corp. ("Beacon"). Intercompany transactions have been eliminated.


2.  Business Combination

    As discussed in Note 2 to the Company's 1996 financial statements, effective
October 8, 1996, Ascent through its newly formed  subsidiary,  OCC, acquired the
assets,  properties and certain  liabilities of  SpectraVision,  Inc., a leading
provider of in-room entertainment services to the lodging industry.  Pursuant to
the Acquisition Agreement,  OCC acquired all of the outstanding capital stock of
SpectraDyne,  Inc. the primary operating  subsidiary of SpectraVision,  together
with certain  other assets of  SpectraDyne  and its  affiliates  in exchange for
shares  of OCC  common  stock.  SpectraDyne  subsequently  changed  its  name to
SpectraVision,  Inc.  Prior to the  Acquisition,  On Command  Video  Corporation
("OCV"),  formerly an 84% wholly owned  subsidiary of Ascent,  was merged with a
subsidiary  of OCC and became a wholly  owned  subsidiary  of OCC pursuant to an
Agreement  and Plan of Merger.  Ascent  owns  approximately  57.2% of the common
stock of OCC as of March 31, 1997.  The  acquisition of  SpectraVision  has been
accounted  for under the  purchase  method  and,  accordingly,  the  results  of
operations  of  SpectraVision   are  included  in  the  consolidated   financial
statements from the date of acquisition.

3.  Denver Arena Project

    As discussed in Note 4 to the Company's 1996 financial statements, on March
28, 1996, the Company  entered into an agreement  with The Anschutz  Corporation
("TAC")  pursuant to which the Company  purchased all of TAC's  interests in the
proposed  arena  development  project in Denver and  related  goodwill,  rights,
plans, specifications,  drawings, contracts,  relationships,  approvals, permits
and other work  product of every kind that had been  generated by the efforts of
TAC and Ascent with respect to the proposed arena (the "Arena Assets"),  and TAC
agreed to use reasonable  efforts to facilitate the development and construction
of the proposed arena.  Ascent and TAC had worked together on the proposed arena
development  from early 1994 until  September 1995. In  consideration  for TAC's
interest in the Arena Assets and its agreement to facilitate  development of the
proposed  arena,  Ascent  paid TAC  $6,600,000  in  cash.  On a  contingent  and
non-interest bearing basis Ascent agreed to pay TAC an additional $5,000,000 and
grant a paid-up suite license,  both linked to the construction and occupancy of
the proposed arena.  This obligation,  net of discount,  has been accrued and is
included  in  the  accompanying  balance  sheet  in  other  accrued  liabilities
($2,500,000) and other  long-term  liabilities($2,170,000) as of March 31, 1997.

    On May 7, 1997,  the Company  entered into a Land  Purchase  Agreement  (the
"Agreement")  with Southern Pacific  Transportation  Company ("SPT") pursuant to
which the Company will  purchase  approximately  49 acres in Denver as the site
for the  proposed  arena  for  $20,000,000.  The  Agreement  is  similar  to the
previously  expired  agreement  between  SPT and the  Company.  Pursuant  to the
Agreement,  the closing of the land purchase  needs to occur on or before August
31,1997.  Consummation  of the  transaction  is subject  to several  conditions,
including obtaining satisfactory financing and reaching agreements with the City
and County of Denver  regarding the  construction  of the proposed arena and the
release of the Nuggets and the Avalanche from their existing  leases at the City
and County of Denver's  current  arena,  McNichols  Arena.  The  Agreement  also
provides for SPT to effect a state-approved  environmental  clean-up plan on the
site, and to provide continuing partial  indemnification  with regard to certain
environmental  liabilities.  Management believes that these negotiations will be
successfully  concluded,  but there can be no assurance that Ascent will be able
to reach acceptable terms for the construction of the new arena.


4.  Film Inventory
<TABLE>

    Film inventory  consists of the following at March 31, 1997 and December 31,
1996:
<CAPTION>

                                                           1997            1996
                                                         -------         -------
                                                              (in thousands)
<S>                                                     <C>              <C>

Films released, less amortization ..............         $ 3,134         $ 3,382
Films in process and development ...............          79,426          69,732
Development ....................................           3,987           3,120
                                                         -------         -------

   Total film inventory ........................         $86,547         $76,234
                                                         =======         =======
</TABLE>

    During the first quarter of 1997,  the Company  increased film inventory and
deferred   revenues  by   approximately   $8,600,000  in  connection   with  the
distribution  rights  relating to certain films under  development  at March 31,
1997.


<PAGE>


5. Notes Payable and Long-Term Debt

    On March 23, 1997,  OCC entered into an  amendment to its  revolving  credit
facility with a bank (the "OCC Amendment").  Under the OCC Amendment, the amount
available  under the OCC revolving  credit  facility was  increased  from $125.0
million to $150.0 million,  and certain other terms were amended to clarify such
terms. At March 31, 1997, there was $47.0 million of available  borrowings under
the  amended  OCC  revolving  credit  facility,   subject  to  certain  covenant
restrictions.

    On March 23, 1997,  Ascent entered into an amendment and  restatement of its
revolving  credit  facility  with a bank (the  "Ascent  Amendment").  The Ascent
Amendment  provides,  among  other  things,  that the  Ascent  revolving  credit
facility  will only be renewable  for two  additional  one year  options  beyond
October  9, 1997 if,  prior  thereto,  Ascent has  received  not less than $50.0
million in  proceeds  from a new debt  financing  which is  subordinated  to the
Ascent  revolving  credit  facility;  for the  maximum  amount  available  to be
borrowed under the facility to be reduced from $200.0 million to $140.0 million;
for the  elimination of the $125.0 million limit on available  borrowings  under
the facility prior to the receipt of NBA and NHL consents;  that those financial
covenants  contained  in the Ascent  revolving  credit  facility  related to the
financial  results  of OCC will not be  measured  until  year end 1997;  for the
$140.0 million of  availability  to be divided into a term loan of $50.0 million
and a revolving  facility of $90.0 million;  and for amendments to certain other
financial covenants. In addition, the failure of Ascent to commence construction
on the Denver Arena Project (see Note 4) prior to August 31, 1997 is an event of
default under the Ascent  revolving  credit  facility.  Based on current  market
conditions, management of Ascent currently believes that they will be successful
in obtaining the additional  subordinated  debt by October 9, 1997. In addition,
management currently believes that they will have commenced  construction on the
Denver Arena Project prior to August 31, 1997 or they will have made  sufficient
progress on the negotiations involving the Denver Arena Project to enable Ascent
to obtain an extension  under the Ascent  revolving  credit  facility.  However,
there can be no assurances that other  contingencies  will not arise which could
impact Ascent's ability to obtain this additional subordinated  financing,  that
such  financing  will  be  available  on  terms  acceptable  to  Ascent  or that
negotiations with the City and County of Denver on the Denver Arena Project will
have been  completed  or  progressed  sufficiently.  If Ascent  were not able to
obtain the  additional  subordinated  financing,  Ascent  could be  required  to
refinance the Ascent  Credit  Facility  which could require  Ascent to reduce or
reschedule planned capital investments,  reduce capital outlays, or sell assets.
At March 31, 1997,  there was $33.0  million of available  borrowings  under the
Ascent revolving credit facility.

6.  New Accounting Pronouncements

    In February 1997, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting  Standards (SFAS) No. 128,  "Earnings Per Share" (EPS).
This Statement  establishes  standards for computing and presenting earnings per
share.  This Statement is effective for financial  statements issued for periods
ending after December 15, 1997, including interim periods;  early application is
not  permitted.  The Company will adopt this  Statement in the fourth quarter of
1997 and will  restate all prior  period  earnings  per share data  presented as
required.

    SFAS 128 replaces  current EPS  reporting  requirements  and requires a dual
presentation  of basic and  diluted  EPS.  Basic EPS  excludes  dilution  and is
computed by dividing net income available to  nonredeemable  common stock by the
weighted average number of common shares outstanding for the period. Diluted EPS
reflects  the  potential  dilution  that  could  occur  if  securities  or other
contracts to issue common stock were  exercised or converted  into common stock.
If SFAS 128 had been in effect  during the  quarters  ended  March 31,  1997 and
1996, basic and diluted EPS would not have been different than fully diluted EPS
currently reported for the periods.

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

    Certain of the  statements  that  follow are  forward-looking  and relate to
anticipated future operating results.  Statements which look forward in time are
based  on  management's  current  expectations  and  assumptions,  which  may be
affected by subsequent  developments  and business  conditions,  and necessarily
involve  risks and  uncertainties.  Therefore,  there can be no  assurance  that
actual  future  results will not differ  materially  from  anticipated  results.
Although the Company has  attempted to identify  some of the  important  factors
that may cause actual results to differ materially from those anticipated, those
factors  should  not be  viewed as the only  factors  which  may  affect  future
operating results. Accordingly, the following should be read in conjunction with
the Consolidated  Financial Statements  (unaudited) included in this filing, and
with the  Consolidated  Financial  Statements,  notes  thereto,  and  Management
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
contained in the  Company's  annual  report on Form 10-K for 1996, as previously
filed with the Commission.

ANALYSIS OF OPERATIONS

Consolidated Operations

   Three  months  ended March 31, 1997  compared to Three months Ended March 31,
1996

    Revenues for the first  quarter of 1997 were $89.8  million,  an increase of
$17.5  million or 24%, as compared  to $72.3  million in revenues  for the first
quarter of 1996 This  increase  is  primarily  attributable  to a $22.0  million
increase in  revenues  at OCC within the  Multimedia  segment.  The  increase in
revenues  at OCC was due to a larger  number of hotel  rooms  served,  resulting
primarily  from the  acquisition  of  SpectraVision  assets in October 1996. The
Entertainment  segment  reflected a decrease in revenues of $4.5 million  during
the first quarter of 1997 from the comparable  period in 1996.  During the first
quarter of 1996,  Beacon generated  revenues of $4.3 million from the home video
release of a motion  picture.  During the first  quarter of 1997,  Beacon had no
movie releases and generated minimal revenues from prior movie releases.

    Cost of  services  for the first  quarter  of 1997 were  $85.9  million,  an
increase of $27.6  million or 47%  compared to the first  quarter of 1996.  This
increase is primarily attributable to an increase in cost of services at OCC due
to the overall increase in the number of pay-per-view rooms served by OCC, costs
associated  with the  continued  integration  of  SpectraVision  and OCV and the
increased  expenses to operate OCC as a public  company and, to a lesser degree,
higher costs at the Colorado Avalanche.

    Depreciation  and  amortization  for the  first  quarter  of 1997 was  $25.4
million,  an increase of $9.6  million or 61%  compared to the first  quarter of
1996.  This increase is  attributable  to a higher  installed  room base and the
resulting  increase in depreciation at OCC combined with the amortization of the
intangible assets acquired in connection with the  SpectraVision  acquisition in
October, 1996.

    General and administrative  expenses for the first quarter of 1997 were $2.0
million,  a decrease of $.2 million or 9% compared to the first quarter of 1996.
This decrease  primarily  reflects the reduction of approximately $.4 million in
certain  general and  administrative  service  charges from COMSAT  offset by an
increase in  corporate  personnel  costs of $.2 million. Since January 1997,
COMSAT has provided only limited  administrative  and support services to the
Company.

    Other income (expense) increased by $.5 million in the first quarter of 1997
as compared to the same period last year. The improvement in other income during
the quarter is primarily  attributable to the Company's recognition of losses of
$.5  million  during  the first  quarter  of 1996 from its  limited  partnership
investment in Elitch Gardens.  Elitch Gardens, a Denver amusement park, was sold
in October 1996.

    Interest  expense  increased  $3.1  million in the first  quarter of 1997 as
compared to the first  quarter of 1996.  This  increase is  attributable  to the
additional  borrowings  incurred  during 1996 and the first  quarter of 1997 for
capital expenditures,  investment requirements (primarily the assumption of debt
in the SpectraVision  transaction) and the funding of operating  requirements of
Ascent and its subsidiaries.

    The  Company  recorded  an income tax  benefit of $5.2  million in the first
quarter  of 1997 as  compared  to an income tax  benefit of $1.8  million in the
first quarter of 1996. The Company's effective rate declined to 19% in the first
quarter of 1997 from 30% during the first  quarter of 1996.  The decline in the
Company's  effective  tax rate is  attributable  to the losses  incurred  by OCC
during the first quarter of 1997, in which no tax benefit was  recognized due to
uncertainties  regarding  OCC's  ability to  realize a portion  of the  benefits
associated with future deductible  temporary  differences  (deferred tax assets)
and net operating loss carryforwards, prior to their expiration.

    Minority interest reflects the losses  attributable to the minority interest
in the Company's 57% owned subsidiary, OCC.



<PAGE>


Segment Operating Results

    As discussed in Note 13 to the Company's 1996 financial  statements,  Ascent
reports  operating  results  in  two  segments:   multimedia   distribution  and
entertainment.   Results  by  segment  and  certain  information  regarding  the
pay-per-view customer base is as follows:


<PAGE>

<TABLE>


<CAPTION>


                                            Three Months Ended March 31,
                                                1997           1996
                                              -------         ------
                                                (dollars in millions)

<S>                                           <C>                <C>
Income Statement Data:

Revenues:
    Multimedia Distribution (1)               $  57.1         $ 35.1
    Entertainment.............                   32.7           37.2
                                              -------         ------
      Total Revenues (1)......                $  89.8         $ 72.3
                                              =======         ======

Operating Income (Loss):
    Multimedia Distribution...                $  (9.7)        $  2.2
    Entertainment.............                  (11.8)          (3.9)
    General & Administrative..                   (2.0)          (2.2)
                                              ---------       -------
      Total operating loss....                $ (23.5)        $ (3.9)
                                              ========        =======

Other Data:

EBITDA: (2)
    Multimedia Distribution...                $  11.7         $ 14.7
    Entertainment ............                   (7.8)           (.7)
    General & Administrative..                   (2.0)          (2.2)
                                              ---------       -------
      Total EBITDA............                $   1.9         $ 11.8
                                               =======         ======

Capital Expenditures:
    Multimedia Distribution...                $  20.1         $ 22.0
    Entertainment.............                     .2            6.9
                                              -------         ------
      Total capital expenditures              $  20.3         $ 28.9
                                              =======         ======

Room Data:

    Number of Guest-Pay rooms (at end of period):
    On Demand.................                712,000         386,000
    Schedule Only.............                205,000               -
                                              -------         -------
      Total...................                917,000         386,000
                                              =======         =======
</TABLE>


(1)Includes  $19.4  million  in  revenues  from  SpectraVision.  The  results of
   operations   for  the  first   quarter  of  1997  include  the  results  from
   SpectraVision  assets which were  acquired on October 8, 1996.  See Note 2 of
   Notes to the Condensed Consolidated Financial Statements.

(2)EBITDA   represents   earnings   before  interest   expense,   income  taxes,
   depreciation and amortization. The most significant difference between EBITDA
   and cash provided from  operations is changes in working  capital.  EBITDA is
   presented because it is a widely accepted financial indicator used by certain
   investors  and  analysts  to analyze and  compare  companies  on the basis of
   operating  performance.  In addition,  management believes EBITDA provides an
   important  additional  perspective on the Company's operating results and the
   Company's  ability  to  service  its  long-term  debt and fund the  Company's
   continuing  growth.  EBITDA is not intended to  represent  cash flows for the
   period,  or to depict funds  available for dividends,  reinvestment  or other
   discretionary  uses.  EBITDA  has not been  presented  as an  alternative  to
   operating  cash flow or as an indicator of operating  performance and should 
   not be  considered  in isolation or as a substitute  for measures of  
   performance prepared in accordance with generally accepted accounting    
   principles, are presented and discussed in Liquidity and Capital Resources.



       Multimedia Distribution

   The Multimedia  Distribution segment includes the results of OCC and ANS. The
segment's first quarter  revenues for 1997 increased $22.0 million,  or 63% over
last year's first  quarter.  OCC's revenues grew $21.5 million due to the growth
in total  rooms  served by OCC,  approximately  917,000  rooms on March 31, 1997
versus  approximately  386,000 rooms one year  earlier.  This growth in rooms is
primarily attributable to the acquisition of the SpectraVision assets as well as
the  continued  growth  of the  OCV  installed  room  base.  Revenues  from  the
SpectraVision  acquired assets were approximately $19.4 million during the first
quarter of 1997.  ANS's  revenues for the first  quarter of 1997 were similar to
the comparable period in 1996.

   Operating  losses for this  segment increased by $11.9 million as compared to
the same period last year.  During the first quarter of 1997,  OCC's  operations
were  impacted by the  unexpected  failure of the Telstar 401  satellite,  which
delivered  pay-per-view  programming to approximately  970 former  SpectraVision
hotel customers. Service was restored to all hotels within a month, but the loss
of revenue and costs  associated with the loss of service resulted in a decrease
in  operating  income  of  approximately  $3.0 to  $4.0  million,  comprised  of
decreased revenues and incremental expenses.  The increase in the operating loss
during the first quarter of 1997 is also attributable to increased  depreciation
expense due to the significant  capital  expenditures made by OCV during 1996 as
it  increased  its  installed   room  base,   an  aggressive   depreciation   of
SpectraVision  in-room  assets due to the planned  conversion to OCV  equipment,
amortization of intangible  assets arising from the  SpectraVision  transaction,
costs associated with the continued integration of SpectraVision and OCV and the
increased expenses to operate OCC as a public company.

   EBITDA of the Multimedia  Distribution  segment for the first quarter of 1997
decreased  by $3.0  million as  compared  to the same  period  last  year.  This
decrease in EBITDA is  primarily  attributable  to the losses  arising  from the
satellite failure discussed previously.

   Capital  expenditures  for the segment  during the first quarter of 1997 were
generally consistent with the same period last year.

Entertainment

   The Entertainment segment includes the results of the Nuggets, the Avalanche,
and Beacon.  Revenues of the Entertainment segment for the first quarter of 1997
decreased by $4.5  million,  or 12.1%,  over the same  quarter  last year.  This
decrease in revenues is attributable  to lower revenues from Beacon.  During the
first quarter of 1996,  Beacon generated  revenues of $4.3 million from the home
video release of a motion picture.  During the first quarter of 1997, Beacon had
no movie  releases and generated  minimal  revenues  from prior movie  releases.
While the Avalanche realized increased revenues from ticket, corporate and arena
sales of $2.0  million  in the first  quarter  of 1997 as  compared  to the same
period in 1996,  these  increases  were  offset by  declining  revenues  of $2.1
million from the Nuggets during this same period.

   Operating losses for this segment  increased by $7.9 million during the first
quarter of 1997 as compared to the same period last year.  The increased loss is
primarily attributable to the operating losses incurred by the Avalanche and the
Nuggets caused by higher  operating costs  (principally  player salaries) at the
Avalanche and lower revenues at the Nuggets.

   EBITDA for the  Entertainment  segment  declined by $7.1  million  during the
first quarter of 1997 as compared to the same period last year. Once again, this
decline  primarily  reflects the increased operating  losses incurred by the 
Avalanche and the Nuggets.

   Capital  expenditures for the Entertainment  segment during the first quarter
of 1997 decreased by $6.7 million over the same quarter last year. This decrease
is primarily  attributable to Ascent's purchase in March 1996 of TAC's interests
in the proposed arena and development  project in Denver (see Note 3 of notes to
the condensed consolidated financial statements).


<PAGE>





LIQUIDITY AND CAPITAL RESOURCES

     The primary  sources of cash during the three  months  ended March 31, 1997
were  cash from  operating  activities  of $9.0  million,  borrowings  under the
Company's credit facilities of $17.0 million,  partnership distributions of $1.3
million  from the sale of Elitch  Gardens and the  collection  of $.7 million on
notes and other long-term receivables.  Cash was expended primarily for property
and equipment as the Company  continued to make  investments to support business
growth. Specifically, capital expenditures of $20.1 million were made by OCC for
the continuing  installation of on-demand systems. In addition,  $2.3 million of
film  expenditures  was incurred by Beacon for the development and production of
three major motion pictures.

      The Company's negative working capital position increased by $20.5 million
from December 31, 1996 to March 31, 1997.  This is primarily  attributable to an
increase in short-term  debt of $17.0 million used mainly for the acquisition of
long-term assets of $20.3 million.

     The  Company  and OCC have  access  to  short-term  financing  under  their
respective credit facilities, as amended on March 23, 1997. (See Note 5 of Notes
to the  Condensed  Consolidated  Financial  Statements.)  As a  result  of these
amendments,  Ascent reduced the maximum amount available under the Ascent credit
facility from $200.0  million to $140.0  million and OCC increased its available
borrowings  under its revolving  credit  facility from $125.0  million to $150.0
million. Based on these amendments and borrowings outstanding at March 31, 1997,
Ascent has $33.0 million  available under the Ascent Credit Facility and OCC has
$47.0 million in available borrowings under the OCC Credit Facility,  subject to
certain covenant restrictions.

     The Amendment to the Ascent Credit Facility  provides,  among other things,
that the facility  will only be renewable  for two  additional  one year options
beyond  October 9, 1997 if,  prior  thereto,  Ascent has  received not less than
$50.0 million in proceeds from a new debt financing which is subordinated to the
Ascent Credit Facility. Based on current market conditions, management of Ascent
currently  believes that they will be  successful  in obtaining  the  additional
subordinated debt by October 9, 1997.  However,  there can be no assurances that
other contingencies will not arise which could impact Ascent's ability to obtain
the additional  subordinated  financing or that such financing will be available
on terms acceptable to Ascent.  If Ascent were not able to obtain the additional
subordinated  financing or amend its  existing  credit  facility,  Ascent may be
required to refinance the Ascent credit  facility  which could require Ascent to
sell assets.

     The Company's cash requirements  through the remainder of 1997 are expected
to include (i) the continuing  installation by OCC of on-demand systems, (ii) an
investment  in a new arena and  entertainment  complex  in Denver for use by the
Nuggets and Avalanche, (iii) the funding of the production of motion pictures at
Beacon (iv) funding the operating  requirements of Ascent and its  subsidiaries,
and (v) the payment of interest under the Ascent and OCC credit facilities.  The
Company  anticipates  that OCC's  funding  for its  operating  requirements  and
capital expenditures for the continued installation by OCC of on-demand services
will be funded  primarily  through cash flows from OCC's operations and financed
under the OCC credit facility.  The Company anticipates capital  expenditures in
connection with the continued  installation by OCC of on-demand  service will be
approximately  $60.0  million  during the  remainder of 1997.  While the Company
continues  to plan to  finance  the  construction  of the new  arena in  Denver,
whereby  the  Company's  equity  participation  would  consist  of  expenditures
totaling approximately $20-$25 million, of which approximately $11.6 million has
been incurred through March 31, 1997, any additional cash  expenditures for such
participation  would be delayed until the summer of 1997 due to continued delays
in  reaching  an  agreement  with the City and County of Denver.  Beacon's  cash
requirements  with respect to the funding of its current movie  productions  are
expected to consist of expenditures  totaling  $29-$31 million during the second
and third  quarters of 1997.  Cash  requirements  with respect to the funding of
additional  productions at Beacon will be dependent upon the number,  nature and
timing of the projects that the Company  determines  to pursue during 1997.  The
Company will utilize the Universal Agreement when appropriate, and/or pre-sell a
portion of the  international  distribution  rights to help fund motion  picture
costs.

      Management of the Company believes that available cash and funds available
under the amended  Ascent and OCC Credit  Facilities  will be sufficient for the
Company and its subsidiaries to satisfy their growth and finance working capital
requirements through the remainder of 1997.

     In  the  COMSAT  Corporate  Agreement,  Ascent  agreed  not  to  incur  any
indebtedness,  other than that under  Ascent's  previous $175 million  revolving
credit  facility (and  refinancings  thereof) and  indebtedness  incurred in the
ordinary  course of business which together shall not exceed $175 million in the
aggregate,  without  COMSAT's  consent.  As part of Ascent's 1997  operating and
capital planning process,  Ascent management  requested that COMSAT increase its
debt limit  beginning in January  1997. On March 21, 1997,  COMSAT  consented to
increase the limitation on aggregate consolidated  indebtedness which Ascent may
incur pursuant to the Corporate Agreement to $270.0 million for the remainder of
1997;  provided  that (i) no more  than $50  million  of such  indebtedness  may
constitute  long term debt; and (ii)  indebtedness  subordinated to indebtedness
under Ascent's  existing  credit  facility could only be incurred on terms which
did not adversely affect COMSAT's  ability to affect a tax-free  distribution of
its  interest in Ascent to COMSAT  shareholders.  In  connection  with  COMSAT's
consent under the COMSAT  Corporate  Agreement,  Ascent  consented under the OCC
Corporate  Agreement to increase OCC's  limitation on  indebtedness  to not more
than  $116,000,000  by June 30, 1997, and to  $130,000,000 by December 31, 1997;
provided  however,  that (i) no more than  $50,000,000 of such  indebtedness may
constitute  long  term  debt,  and (ii)  indebtedness  may only be  incurred  in
compliance with the financial covenants contained in OCC's existing $150,000,000
Credit  Facility,  with any amendments to such covenants  subject to the written
consent of Ascent.  Ascent management believes that the $270.0 million aggregate
limit and related  restrictions on Ascent's  consolidated  indebtedness  will be
adequate to fund its consolidated  operations  through 1997. A number of factors
could  cause  Ascent's  funding  requirements  to differ  materially  from those
projected,  including,  but not  limited to, the ability of Ascent to obtain the
$50.0 million in additional  subordinated debt financing by October 9, 1997, the
operating performance of Ascent's  subsidiaries,  unanticipated costs associated
with the  integration  of  SpectraVision's  and OCV's  businesses,  the level of
ticket sales and other revenues by Ascent's professional sports franchises,  the
timing of film  productions and releases,  the timing of NBC's decision to grant
ANS the digital upgrade contract, and other market conditions.

      A primary  purpose  of both the  COMSAT  Corporate  Agreement  and the OCC
Corporate Agreement is to require Ascent to coordinate its consolidated  capital
requirements  with  COMSAT  so that  COMSAT  can  monitor  compliance  with  the
regulations of the Federal  Communications  Commission ("FCC") applicable to the
capital  structure and debt financing  activities of COMSAT and its consolidated
subsidiaries.  COMSAT  is  required  to submit a  financial  plan to the FCC for
review annually. Under existing FCC guidelines,  COMSAT is subject to a limit of
$200 million in short-term debt, a maximum long-term debt to total capital ratio
of 45%, and an interest  coverage  ratio of 2.3 to 1. In October  1996,  the FCC
approved a temporary decrease in the interest coverage ratio to a minimum of 1.9
to 1, and an increase in the short-term  debt limit to $325 million for the 1996
plan year and until the FCC acts on COMSAT's 1997 capital  plan.  The latter two
guidelines are measured at year end.  COMSAT has informed Ascent that COMSAT was
in compliance with the FCC guidelines, as modified, at December 31, 1996.

     In October of 1996 COMSAT announced its intent to divest its 80.67% percent
ownership  interest in Ascent  through a sale,  spin-off  or other  transaction.
COMSAT has engaged  Morgan  Stanley & Co.  Incorporated  to act as its financial
advisor for the divestiture. On March 24, 1997, COMSAT announced that in January
1997 it had filed for a request for a ruling with the Internal  Revenue  Service
to allow the spin-off of Ascent as a tax-free dividend to its shareholders,  and
that it expects to receive the ruling by May 1997.  Pending  the ruling,  COMSAT
will continue efforts to identify a purchaser for its interest in Ascent. If the
method of divestiture by COMSAT is in the form of a tax-free  spin-off,  certain
restrictions on Ascent's ongoing capital and financing structure may be required
by COMSAT to support the tax free nature of the distribution.  In addition, as a
result  of  a  divestiture   whereby  Ascent  is  no  longer  part  of  COMSAT's
consolidated  tax group,  Ascent may be unable to  recognize  tax  benefits  and
receive cash  payments  from COMSAT  resulting  from the  anticipated  operating
losses to be incurred by Ascent after the divestiture by COMSAT.

<PAGE>


PART II.     OTHER INFORMATION


Item 1.   Legal Proceedings
          None.

Item 2.   Change in Securities
          None.

Item 3.   Defaults Upon Senior Securities
          None.

Item 4.   Submission of Matters to a Vote of Security Holders
          None.

Item 5.   Other Information
          None.

Item 6.   Exhibits and Reports on Form 8-K

          (A)  Exhibits



                 27.0    Financial Data Schedule


          (B)    Reports on Form 8-K:

                 None.


                                  SIGNATURES


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


Ascent Entertainment Group, Inc.


By:  /s/ David A. Holden
     David A. Holden
     Controller

Date: May 12, 1997
Q_93096.doc/05/09/97 2:18:27 PM