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 June 30, 1998

                              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 principal 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 
June 30, 1998 was 29,755,600 shares.

<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

               ASCENT ENTERTAINMENT GROUP, INC.
             CONDENSED CONSOLIDATED BALANCE SHEETS
                          (Unaudited)
                         (In thousands)

<CAPTION>
                                         JUNE 30,          DECEMBER 31,
                                         1998                     1997
     ASSETS
<S>                                     <C>               <C>             
CURRENT ASSETS:
  Cash and cash equivalents               $ 38,544          $ 25,250
  Receivables, net                          52,677            62,572
  Prepaid expenses                          10,884            15,876
  Income taxes receivable (Note 4)           9,075             8,212
  Deferred income taxes                      1,457             2,577
  Current portion of film inventory          1,542             8,628
  Other current assets                         917             1,462
                                          --------          --------

    Total current assets                   115,096           124,577
                                          --------          --------

Property and equipment, net                355,541           336,859
Goodwill, net                              118,027           122,341
Franchise rights, net                       94,966            97,373
Film inventory, net (Note 3)                20,906            17,442
Investments                                  6,401             5,979
Other assets, net                           25,548            34,413
                                          --------          --------

TOTAL ASSETS                              $736,485          $738,984
                                          --------          --------
                                          --------          --------

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        $ 39,022          $ 24,202
  Deferred income                           24,995            48,004
  Other  taxes payable                      10,476            10,657
  Accrued compensation                      13,477            13,480
  Accrued film participations                8,246             1,274
  Income taxes payable                       1,986             2,213
  Other accrued liabilities                 21,433            16,965
                                          --------          --------
  Total current liabilities                119,635           116,795
                                          --------          --------

Long-term debt                             288,549           259,958
Other long-term liabilities                 41,037            37,448
Deferred income taxes                        1,838             1,917
                                          --------          --------

   TOTAL LIABILITIES                       451,059           416,118
                                          --------          --------

Minority interest                           88,681            95,168
Commitments and contingencies (Note 5)          --                --

STOCKHOLDERS' EQUITY:
  Preferred stock, par value
    $.01 per share, 5,000 shares
    authorized, none outstanding                --                --
  Common stock, par value $.01
    per share,       60,000 shares
    authorized; 29,756 shares issued
    and outstanding                            297               297
  Additional paid-in capital               306,862           307,248
  Accumulated deficit                     (112,048)          (81,147)
  Other                                      1,634             1,300
                                          --------          --------
     Total stockholders' equity            196,745           227,698
                                          --------          --------

TOTAL LIABILITIES AND 
STOCKHOLDERS'EQUITY                       $736,485          $738,984
                                          --------          --------
                                          --------          --------
                                          
See accompanying notes to these condensed unaudited consolidated financial 
statements.
</TABLE>


<PAGE>
<TABLE>
                     ASCENT ENTERTAINMENT GROUP, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               (UNAUDITED)
                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<CAPTION>
                                      THREE MONTHS ENDED     SIX MONTHS ENDED 
                                           JUNE 30,             JUNE 30,
                                      1998       1997        1998        1997
<S>                              <C>        <C>         <C>         <C>    
REVENUES                          $ 81,509   $ 87,604    $199,541    $177,453
OPERATING EXPENSES:
  Cost of services                  67,057     70,020     167,116     155,991
  Depreciation and amortization     27,305     25,183      54,201      50,548
  General and administrative         2,497      1,154       4,633       3,152
                                  --------   --------    --------    --------
     Total operating expenses       96,859     96,357     225,950     209,691
                                  --------   --------    --------    --------

Operating loss                     (15,350)   ( 8,753)    (26,409)    (32,238)
Other income, net                      397        203         805         399
Interest expense, net              ( 6,188)   ( 5,557)    (11,824)    (10,286)
                                  --------   --------    --------    --------   
Loss before taxes and minority
  Interest                         (21,141)   (14,107)    (37,428)    (42,125)
Income tax benefit                      76      1,899         102       7,130
                                  --------   --------    --------    --------
 
Loss before minority interest      (21,065)   (12,208)    (37,326)    (34,995)
Minority interest in
  loss of subsidiaries, net of
  taxes                              3,050      2,461       6,425       7,602
                                  --------   --------    --------    --------

NET LOSS                          $(18,015)  $ (9,747)   $(30,901)   $(27,393)
                                  --------   --------    --------    --------
                                  --------   --------    --------    --------

BASIC AND DILUTED NET
  LOSS PER COMMON SHARE           $   (.60)  $   (.33)   $  (1.04)   $   (.92)
                                  --------   --------    --------    --------
                                  --------   --------    --------    --------

Weighted average number of
  common shares outstanding         29,756     29,755      29,756      29,754
                                  --------   --------    --------    --------
                                  --------   --------    --------    --------

See accompanying notes to these condensed unaudited consolidated financial 
statements.
</TABLE>


<PAGE>
<TABLE> 
                     ASCENT ENTERTAINMENT GROUP, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
                                                  SIX MONTHS ENDED JUNE 30,
                                                     1998             1997
<S>                                              <C>             <C>
OPERATING ACTIVITIES:
  Net loss                                        $(30,901)       $(27,393)
  Adjustments to reconcile net loss to
    net cash provided by operating activities:
    Depreciation and amortization                   54,201          50,548
    Amortization of film inventory                  14,296           7,866
    Minority interest in losses
      of subsidiaries, net                          (6,425)         (7,602)
    Interest accretion on Senior
      Secured Notes                                  7,591              --
    Changes in operating assets and
      liabilities                                   19,093          (1,388)
    Other                                             (684)            129
                                                  --------        --------

      Net cash provided by operating
        activities                                  57,171          22,160
                                                  --------        --------

INVESTING ACTIVITIES:
  Proceeds from note receivable                      1,322           1,444
  Proceeds from sale of investment                     261           1,920
  Purchase of property and equipment               (62,844)        (45,071)
  Net expenditures for film production costs        (3,616)         (3,064)
  Other                                                 --             455
                                                  --------        --------

  Net cash used in investing activities            (64,877)        (44,316)
                                                  --------        --------

FINANCING ACTIVITIES - proceeds from
  borrowings under credit facilities                21,000          33,000
                                                  --------        --------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                                       13,294          10,844

CASH AND CASH EQUIVALENTS, BEGINNING
  OF PERIOD                                         25,250           3,963
                                                  --------        --------

CASH AND CASH EQUIVALENTS, END
  OF PERIOD                                       $ 38,544        $ 14,807
                                                  --------        --------
                                                  --------        --------

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid, net of interest capitalized      $  4,674        $  7,383
                                                  --------        --------
                                                  --------        --------

  Income taxes paid                               $     77        $    265
                                                  --------        --------
                                                  --------        --------

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Reversal of accrual made in OCC purchase
    price allocation                              $     --        $  3,000
                                                  --------        --------
                                                  --------        --------

See accompanying notes to these condensed unaudited consolidated financial 
statements.
</TABLE>
        

<PAGE>
<TABLE>
                   ASCENT ENTERTAINMENT GROUP, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                            (UNAUDITED)
                          (IN THOUSANDS)
<CAPTION>
                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                        JUNE 30,                JUNE 30,
                                     1998        1997        1998       1997
<S>                               <C>       <C>         <C>        <C>  
Net loss                           $(18,015) $ (9,747)   $(30,901)  $(27,393)

Other comprehensive income (loss):
  Unrealized gain (loss) on 
     securities                        (684)      829         513        579
  Income tax (expense) benefit 
     related to other comprehensive 
     income                             239      (290)       (180)      (202)
                                   --------  --------    --------   --------

  Other comprehensive income (loss),
    net of tax                         (445)      539         333        377
                                   --------  --------    --------   --------

Comprehensive Loss                 $(18,460) $ (9,208)   $(30,568)  $(27,016)
                                   --------  --------    --------   --------
                                   --------  --------    --------   --------

See accompanying notes to these condensed unaudited consolidated financial 
statements.
</TABLE>


<PAGE>
                    ASCENT ENTERTAINMENT GROUP, INC.
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 1997 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 for the entire year.

     During the first quarter of 1998, the Company adopted Statement of 
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive 
Income."  Accordingly, the Company has included in these condensed 
consolidated statements, Condensed Consolidated Statements of Comprehensive 
Loss for the three and six-month periods ended June 30, 1998 and 1997, 
respectively.

2.   ORGANIZATION AND BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts 
of Ascent and its majority-owned subsidiaries which include On Command 
Corporation ("OCC"), the Denver Nuggets Limited Partnership (the "Nuggets"), 
the Colorado Avalanche LLC (the "Avalanche"), Beacon Communications Corp.
("Beacon") and the Ascent Arena Company, LLC (the "Arena Company").  Ascent 
Network Services, Inc. ("ANS"), formerly a wholly owned subsidiary of Ascent 
was merged into Ascent and became an operating division of Ascent on May 30, 
1997.  Significant intercompany transactions have been eliminated.

     Ascent executed an initial public offering (the "Offering") of its 
common stock on December 18, 1995.  Prior to the Offering, Ascent was a 
wholly owned subsidiary of COMSAT Corporation ("COMSAT").  Until June 27, 
1997 COMSAT continued to own a majority (80.67%) of Ascent's common stock and
control Ascent.  In addition, Ascent's relationship with COMSAT was governed 
by three agreements entered into in connection with the Offering; an
Intercompany Services Agreement, a Corporate Agreement and a Tax Sharing 
Agreement.

     On June 27, 1997, COMSAT consummated the distribution of its 80.67% 
ownership interest in Ascent to the COMSAT shareholders on a pro-rata basis 
in a transaction that was tax-free for federal income tax purposes (the
"Distribution"). As discussed in Note 14 to the Company's 1997 Consolidated 
Financial Statements, Ascent and COMSAT entered into a Distribution Agreement
and a Tax Disaffiliation Agreement in connection with the Distribution. In 
order to maintain the tax-free status of the Distribution, Ascent is subject 
to the numerous restrictions under the Distribution Agreement, including
restrictions on the following activities: (i) Ascent shall not take any 
action, nor fail or omit to take any action, that would cause the 
Distribution to be taxable or cause any representation made in the tax ruling
documents related to the Distribution to be untrue in a manner which would 
have an adverse effect on the tax-free status of the Distribution; (ii) until
July 1998, Ascent will not sell or otherwise issue to any person, or redeem 
or otherwise acquire from any person, any Ascent stock or securities
exercisable or convertible into Ascent stock or any instruments that afford 
any person the right to acquire stock of Ascent; (iii) until July 1999, 
Ascent will not sell, transfer or otherwise dispose of assets that, in the
aggregate, constitute more than 60% of its gross assets as of the 
Distribution, other than in the ordinary course of business; (iv) until July 
1999, Ascent will not voluntarily dissolve or liquidate or engage in any 
merger, consolidation or other reorganization; (v) until July 1999, Ascent 
will continue the active conduct of its ANS satellite distribution, service 
and maintenance business; and (vi) until July 1999, Ascent will not unwind 
the  merger of ANS with and into Ascent in any way.

     The restrictions noted in items (ii) through (vi) above will be waived 
with respect to any particular transaction if either COMSAT or Ascent have 
obtained a ruling from the IRS in form and substance reasonably satisfactory 
to COMSAT that such transaction will not adversely affect the tax-free
status of the Distribution, or COMSAT has determined in its sole discretion, 
exercised in good faith solely to preserve the tax-free status of the 
Distribution that such transaction could not reasonably be expected to have 
a material adverse effect on the tax-free status of Distribution, or, with 
respect to a transaction occurring at least one year after the Distribution, 
Ascent obtains an unqualified tax opinion in form and substance reasonably
acceptable to COMSAT that such transaction will not disqualify the 
Distribution's tax-free status.

     Pursuant to the Distribution Agreement, Ascent will indemnify COMSAT 
against any tax related losses incurred by COMSAT to the extent such losses 
are caused by any breach by Ascent of its representations, warranties or 
covenants made in the Distribution Agreement.  In turn, COMSAT will
indemnify Ascent against any tax related losses incurred by Ascent to the 
extent such losses are caused by any COMSAT action causing the Distribution 
to be taxable.  To the extent that tax related losses are attributable to
subsequent tax legislation or regulation, such losses will be borne equally 
by COMSAT and Ascent.

     In addition, Ascent and COMSAT terminated the Intercompany Services 
Agreement and Corporate Agreement entered into in connection with the 
Offering resulting in among other things, the termination of the restriction 
on Ascent's incurring indebtedness without the consent of COMSAT.  As a 
result of the Distribution, Ascent became an independent publicly held 
corporation.
<TABLE>
3.   FILM INVENTORY

     Film inventory consists of the following at June 30, 1998 and December 
     31, 1997:
<CAPTION>
                                              1998            1997
                                                 (in thousands)
<S>                                          <C>             <C>
     Films released, less amortization        $13,846         $20,359
     Films in process and development           2,089              --
     Development                                6,513           5,711
                                              -------         -------

         Total Film Inventory                 $22,448         $26,070
                                              -------         -------
                                              -------         -------
</TABLE>
4.   RELATED PARTY TRANSACTIONS WITH COMSAT

     COMSAT provided administrative services to Ascent pursuant to an 
Intercompany Services Agreement (the "Services Agreement").  The Services 
Agreement, which was amended in December 1996 to reflect a reduced level of
services to be provided effective January 1, 1997, was terminated on June 27,
1997 in connection with the Distribution.  Total charges incurred under this 
agreement were approximately $173,333 for the six-month period ended
June 30, 1997.

     Through June 27, 1997, the date of the Distribution, Ascent was a member
of COMSAT's consolidated tax group for federal income tax purposes.  
Accordingly, Ascent prepared its tax provision based on Ascent's inclusion in
COMSAT's consolidated tax return pursuant to the tax sharing agreement 
entered into in connection with the Offering (see note 2).  Pursuant to the 
tax sharing agreement and the Tax Disaffiliation Agreement, taxes payable or 
receivable with respect to periods that Ascent was included in COMSAT's
consolidated tax group are settled with COMSAT annually.  At June 30, 1998 
and December 31, 1997, Ascent's federal income tax receivable from COMSAT was
$8,264,000 and $7,945,000, respectively.  As a result of the Distribution
(see note 2), the Company is no longer a part of COMSAT's consolidated tax 
group and accordingly, may be unable to recognize tax benefits and will 
receive no cash payments from COMSAT for losses incurred subsequent to June 
27, 1997.

5.   LITIGATION

     The Company and its subsidiaries are defendants, and may be potential 
defendants, in lawsuits and claims arising in the ordinary course of their 
businesses.  While the outcomes of such claims, lawsuits, or other 
proceedings cannot be predicted with certainty, management expects that such
liability, to the extent not provided for by insurance or otherwise, will not
have a material adverse effect on the financial condition of the Company.

6.   NEW ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board (FASB) issued 
Statement of Financial Accounting Standards (SFAS) No. 131 "Disclosures about
Segments of an Enterprise and Related Information", which redefines how 
operating segments are determined and requires disclosures of certain
financial and descriptive information about a company's operating segments.  
Adoption of SFAS No. 131 will not impact the Company's consolidated financial
position, results of operations or cash flows.  While the Company has not 
completed its analysis of which operating segments it will report under SFAS 
No. 131 in the future, it is required to and will adopt SFAS 131 in the 
Company's 1998 Annual Report on Form 10-K.

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative 
Instruments and Hedging Activities," which defines derivatives, requires that
all derivatives be carried at fair value, and provides for hedging accounting
when certain conditions are met.  SFAS No. 133 is effective for all fiscal 
quarters of fiscal years beginning after June 15, 1999.  On a forward-looking
basis, although the Company has not fully assessed the implications of SFAS 
No. 133, the Company does not believe adoption of SFAS No. 133 will have
a material impact on the Company's financial position or results of 
operations.

7.   SUBSEQUENT EVENTS

     ARENA FINANCING - On July 29, 1998, the Arena Company's beneficially 
owned trust, The Denver Arena Trust (the "Trust") issued and sold 
$139,835,000 principal amount of 6.94% Arena Revenue Backed Notes (the "Arena
Notes") due November 2019.  The proceeds from the sale of the Arena Notes 
were used by the Trust to purchase from the Arena Company revenue contracts 
related to the naming rights, suite licensing and certain corporate 
sponsorships of the Arena Company, and the underlying rights related to such 
contracts (collectively, the "Revenue Rights.")  The Arena Company will use 
the net proceeds together with equity investments and intercompany loans from 
the Company to fund the construction of the new arena, to be called the Pepsi 
Center. The Arena Notes are non-recourse to the Arena Company but the Arena 
Company is obligated to the noteholders to construct and operate the Pepsi 
Center.  Should a payment default occur absent a default in the Arena 
Company's obligations to construct and operate the Pepsi Center, the 
noteholders will have no recourse to the assets of the Company.  Conversely, 
the Revenue Rights are not available to the creditors of Ascent and/or the 
Arena Company.  To secure the Arena Company's obligations to construct and 
operate the new arena, the Arena Company has pledged to the Trust 
substantially all of the Arena Company's assets, including the Pepsi Center 
itself.  These assets, if necessary, could be pledged to a subsequent lender 
which agreed to an appropriate intercreditor agreement with the Trust.
   
     The Arena Notes provide for semi-annual payments of interest on May 15 
and November 15 of each year and annual payments of principal on November 15 
of each year commencing November 15, 1999.  The amount of principal payable 
will be equal to the lesser of the targeted principal distribution amount or 
the cash available for such payment after application to all prior payment 
priorities.  The targeted principal distribution amount has been calculated 
so that based on the projected revenues contractually obligated to be paid 
under the Revenue Rights, the Arena Notes will be paid in full by November, 
2014.

     Pursuant to the Arena Notes, the Trust has established restricted cash 
accounts which, among other things, will receive proceeds from the Revenue 
Contracts, disburse required principal and interest payments and establish 
debt service principal and interest reserve balances on behalf of the 
noteholders.  The Arena Notes also provide that if the aggregate cash 
available in these restricted cash accounts exceed the required principal, 
interest and other payments due, including the required reserve balances, the
balance of such excess cash available may be distributed to the Arena
Company, subject to certain covenant restrictions.

     NBA COLLECTIVE BARGAINING - The NBA Collective Bargaining Agreement with 
the NBA Players' Association; which governs the terms and conditions of 
employment of NBA players by the NBA's member teams, including the Nuggets, 
has been terminated and negotiations have commenced on a new collective 
bargaining agreement.  Effective July 1, 1998, the NBA has locked out 
players.  The Company is unable to predict the timing and outcome of such 
negotiations and work stoppage.


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

GENERAL:

     Certain of the statements in this report are forward-looking and relate 
to anticipated future events and 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 Condensed Consolidated 
Financial Statements (unaudited) included in this filing, and with the
Consolidated Financial Statements, notes thereto, and Management's Discussion
and Analysis of Financial Condition and Results of Operations contained in 
the Company's 1997 Annual Report on Form 10-K, as previously filed with the
Commission.

SEASONALITY, VARIABILITY AND OTHER:

     The Company's businesses are subject to the effects of both seasonality 
and variability.  Consequently, the operating results for the quarter ended 
June 30, 1998 for each segment and line of business, and for the Company as a
whole, are not necessarily indicative of the results for the full year.

     The MultiMedia Distribution segment revenues and primarily those of OCC 
are influenced principally by hotel occupancy rates, the "buy rate" or 
percentage of occupied rooms at hotels that buy movies or other services at 
the property and the price of the movie or service.  Occupancy rates vary by
property based on the property's location, competitive position within its 
marketplace, seasonal factors, and general economic conditions.  Buy rates 
generally reflect the hotel's guest mix profile, the popularity of the motion
picture or services available at the hotel and the guests' other 
entertainment alternatives.  Higher revenues are generally realized during 
the summer months and lower revenues realized during the winter months due to
business and vacation travel patterns which impact the lodging industry's 
occupancy rates.

     The Entertainment segment revenues are influenced by various factors.  
Revenues for the Nuggets and Avalanche correspond to the NBA and NHL playing 
seasons, which extend from the fall to late spring depending on the extent of
each team's post-season playoff participation.  Accordingly, the Company 
realizes the vast majority of its revenues from the Nuggets and the Avalanche
during such period.  Specifically, the Avalanche were involved in one playoff
round in 1998 as compared to three rounds of playoffs in 1997 and 
accordingly, the Avalanche's revenues decreased during the six months ended 
June 30, 1998 as compared to the same period in 1997.  Conversely, Beacon's 
revenues fluctuate based upon the delivery and/or availability of the films it
produces, the timing of theatrical and home video releases and seasonal 
consumer purchasing behavior.  Release and delivery dates for theatrical 
products are determined by several factors, including the distributor's 
schedule, the timing of vacation and holiday periods and competition in the 
market.  Specifically, Beacon released Air Force One to the home video market
in February 1998 and accordingly, Beacon's revenues significantly increased 
during the six months ended June 30, 1998 as compared to the same period in
1997.  In addition, the operating results for the third and fourth quarters 
of 1998 as compared to the same periods in 1997 will be significantly 
impacted by AIR FORCE ONE which was released theatrically in the third 
quarter of 1997.  Beacon currently has no movie releases planned for the
remainder of 1998.

     Furthermore, Beacon's operating results are significantly affected by 
accounting policies required for the film and entertainment industry and 
management's estimates of the ultimate realizable value of its films.  
Production advances received prior to the delivery or completion of a film are
treated and recorded as deferred income and are generally recognized as 
revenues on the date the film is delivered or made available for delivery.  
The Company generally capitalizes all costs incurred to produce a film.  Such
costs include the acquisition of story rights, the development of stories, 
the direct costs of production, print and advertising costs, production 
overhead and interest expense relating to financing the project.  Capitalized
exploitation or distribution costs include those costs that clearly benefit 
future periods such as film prints and prerelease and early release 
advertising that is expected to benefit the film in future markets.  These
costs, as well as participation and talent residuals, are amortized each 
period under the individual film forecast method which uses the ratio that 
the current period's gross revenues from all sources for the film bear to 
management's estimate of anticipated total gross revenues for such film from 
all sources.  In the event management reduces its estimates of the future 
gross revenues associated with a particular film, which had been expected to 
yield greater future proceeds, a write-down and a corresponding decrease in 
the Company's earnings for the quarter and fiscal year end in which such 
write-down is taken could result and could be material.

ANALYSIS OF OPERATIONS

CONSOLIDATED OPERATIONS

THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997

     Revenues for the second quarter of 1998 were $ 81.5 million, a decrease 
of $6.1 million or 7.0%, as compared to $87.6 million in revenues for the 
second quarter of 1997.  While revenues at OCC increased by $4.5 million 
within the Multimedia Distribution segment, the Entertainment segment
experienced a $10.8 million decrease in revenues due to certain non-recurring
events that occurred during the second quarter of 1997.  The increase in 
revenues at OCC is primarily attributable to increases in its on-demand movie
business from new hotel installations, continued conversions of hotels served
by SpectraVision equipment to On Command equipment and strong buy rights in 
its core movie product.  The decrease in revenues in the Entertainment 
segment is primarily attributable to a decrease in revenues of $8.4 million 
at Beacon combined with decreased revenues from the Avalanche.  During the 
second quarter of 1997, Beacon recognized revenues of $6.8 million from the 
delivery of the motion picture PLAYING GOD to its domestic distributor and
additional revenues from prior movie releases.  In contrast, during the 
second quarter of 1998, Beacon had minimal revenues as no pictures were 
released or delivered and generated minimal revenues from prior movie 
releases.  In addition, during the quarter ended June 30, 1998, the Avalanche
experienced a decrease in revenues from their participation in the 1998 
Stanley Cup Playoffs.  During the second quarter of 1998, the Avalanche had 5
fewer home playoff games as a result of playing in only one playoff round as 
compared to three rounds of the playoffs in 1997.  The Avalanche playoff 
revenue decrease was partially offset by the receipt of NHL expansion 
proceeds during the second quarter of 1998.

     Cost of services for the second quarter of 1998 were $67.1 million, a 
decrease of $2.9 million or 4.1%, as compared to the second quarter of 1997. 
This decrease is attributable to decreased film amortization costs of $7.5 
million at Beacon, offset by reserves taken on certain film projects at 
Beacon of $840,000 and by higher costs at OCC.  The increased costs at OCC 
are primarily attributable to an increase in hotel commission and free-to-
guest expenses, higher research and development expenditures relating to 
OCC's new digital platforms and programming support, and higher expenses in 
the areas of program management and marketing in order to support new 
products and initiatives.

     Depreciation and amortization for the second quarter of 1998 was $27.3 
million, an increase of $2.1 million or 8.3%, as compared to the second 
quarter of 1997.  This increase is attributable to the continuing 
installation of on-demand video systems at OCC and the resulting increase in
depreciation.

     General and administrative expenses for the second quarter of 1998 were 
$ 2.5 million, an increase of $1.3 million as compared to the second quarter 
of 1997.  This increase in operating costs at Ascent corporate primarily 
reflects the expense recognized during the second quarter of 1998 for the
Company's stock appreciation rights, which were granted in June 1997 combined
with an increase in compensation costs and the non-recurrence of a favorable 
expense settlement which occurred during the second quarter of 1997.

     Other income increased by $.2 million in the second quarter of 1998 as 
compared to the same period last year.  This increase is primarily 
attributable to an increase in interest income recognized on the Company's 
cash and cash equivalent balances.

     Interest expense increased $.6 million in the second quarter of 1998 as 
compared to the second quarter of 1997.  This increase is attributable to 
additional borrowings incurred during 1997 and the first half of 1998 combined
with an increase in borrowing costs at Ascent, primarily those costs related 
to the issuance of the Company's 11.875% Senior Secured Discount Notes in 
December 1997.

     The Company recorded a minimal income tax benefit in the second quarter 
of 1998 as compared to an income tax benefit of $1.9 million in the second 
quarter of 1997.  Prior to the Distribution from COMSAT on June 27, 1997, the
Company was able to recognize tax benefits from its taxable losses as a 
result of a tax sharing agreement with COMSAT so long as Ascent was a member 
of the consolidated tax group of COMSAT.  During the second quarter of 1998, 
the Company and the members of its consolidated tax group recognized no tax
benefit from its operating losses due to uncertainties regarding its ability 
to realize a portion of the benefits associated with future deductible 
temporary differences (deferred tax assets) and net operating loss carry 
forwards, prior to their expiration.

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

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997

     Revenues for the six months ended June 30, 1998 were $199.5 million, an 
increase of $22.0 million or 12.4%, as compared to $177.5 million in revenues
for the six months ended June 30, 1997.  This increase is attributable to an
$8.3 million increase in revenues at OCC within the Multimedia Distribution 
segment and a $13.7 million increase in revenues within the Entertainment 
segment.  The increase in revenues at OCC is primarily attributable to 
increases in its on-demand movie business from the non-recurrence of the
interruption in satellite service to a number of SpectraVision hotels which 
occurred during the first quarter of 1997, from new hotel installations, 
continued conversions of SpectraVision equipment to On Command equipment, and
strong buy rates in its core movie product.  The increase in revenues in the 
Entertainment segment is primarily attributable to an increase in revenues of
$8.8 million at Beacon combined with increased revenues from the Nuggets.
During the six months ended June 30, 1998, Beacon recognized revenues of 
$13.9 million from the video release of the motion picture AIR FORCE ONE and 
additional revenues from the delivery of the motion picture A THOUSAND ACRES 
to foreign distributors.  In contrast, during the six months ended June 30, 
1997, Beacon generated revenues of $6.8 million from the delivery of PLAYING 
GOD to its domestic distributor and additional revenues from prior movie
releases.  During the six months ended June 30, 1998, the Nuggets realized 
increased distributions from the NBA's national television contract and an 
increase in distributions under their regional broadcasting agreement with 
Fox Sports Rocky Mountain.  While the Avalanche realized increased revenues 
from regular season ticket and sponsorship sales and increased revenues from 
their regional broadcasting agreement with Fox Sports Rocky Mountain, these
increases were substantially offset by a decline in playoff revenues of 
$4.4 million.

     Cost of services for the six months ended June 30, 1998 were $167.1 
million, an increase of $11.1 million or 7.1%, as compared to $156.0 million 
in cost of services for the six months ended June 30, 1997.  This increase is
attributable to increased film amortization costs of $6.3 million at Beacon, 
primarily from AIR FORCE ONE, reserves taken on certain film projects at 
Beacon of $840,000, and higher operating costs at the Avalanche (principally 
player salaries) and Nuggets (contract termination costs).  While OCC has 
experienced an increase in hotel commissions and free-to-guest expenses, an 
increase in research and development expenditures and costs related to new 
products and initiatives, these increases have been substantially offset by a
decline in certain non-recurring costs.  Specifically, those costs associated
with the termination of satellite movie service related to SpectraVision 
rooms and the non-recurrence of costs associated with the interruption of 
satellite service which occurred during the first quarter of 1997.

     Depreciation and amortization for the six months ended June 30, 1998 was
$54.2 million, an increase of $3.7 million or 7.3%, as compared to $50.5 
million in depreciation and amortization for the six months ended June 30, 
1997.  This increase is attributable to the continuing installation of 
on-demand video systems at OCC and the resulting increase in depreciation.

     General and administrative expenses for the six months ended June 30, 
1998 were $4.6 million, an increase of $1.4 million or 43.7%, as compared to 
$3.2 million in general and administrative expenses for the six months ended 
June 30, 1997.  This increase primarily reflects the expense recognized 
during the six months ended June 30, 1998 for the Company's stock 
appreciation rights, which were granted in June 1997 combined with an 
increase in compensation costs and the non-recurrence of a favorable expense 
settlement which occurred during the second quarter of 1997.

     Other income increased by $.4 million in the six months ended June 30, 
1998 as compared to the same period last year.  This increase is primarily 
attributable to an increase in interest income recognized on the Company's 
cash and cash equivalent balances.

     Interest expense increased by $1.5 million during the six months ended 
June 30, 1998 as compared to the six months ended June 30, 1997.  This 
increase is attributable to additional borrowings incurred during 1997 and 
the first half of 1998 combined with an increase in borrowing costs at 
Ascent, primarily those costs related to the issuance of the Company's 
11.875% Senior Secured Discount Notes in December 1997.

     The Company recorded a minimal income tax benefit during the six months 
ended June 30, 1998 as compared to an income tax benefit of $7.1 million in 
the six months ended June 30, 1997.  Prior to the Distribution from COMSAT on
June 27, 1997, the Company was able to recognize tax benefits from its 
taxable losses as a result of a tax sharing agreement with COMSAT so long as 
Ascent was a member of the consolidated tax group of COMSAT.  During the six 
months ended June 30, 1998, the Company and the members of its consolidated 
tax group recognized no tax benefit from its operating losses due to 
uncertainties regarding its ability to realize a portion of the benefits 
associated with future deductible temporary differences (deferred tax assets)
and net operating loss carry forwards, prior to their expiration.

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

<TABLE>
SEGMENT OPERATING RESULTS

     As discussed in Note 13 to the Company's 1997 Consolidated Financial 
Statements, Ascent reports operating results in two segments: Multimedia 
Distribution and Entertainment.  Results by segment and certain information 
regarding the number of guest-pay rooms at OCC are as follows:

<CAPTION>
                                   THREE MONTHS ENDED       SIX MONTHS ENDED 
                                        JUNE 30,               JUNE 30,
                                   1998          1997       1998        1997
INCOME STATEMENT DATA:                        (dollars in millions)
<S>                             <C>           <C>        <C>         <C>                             
Revenues:
  Multimedia Distribution        $ 65.9        $ 61.2     $126.6      $118.3 
  Entertainment                    15.6          26.4       72.9        59.2
                                 ------        ------     ------      ------
       Total Revenues            $ 81.5        $ 87.6     $199.5      $177.5
                                 ------        ------     ------      ------
                                 ------        ------     ------      ------

Operating Loss:
  Multimedia Distribution        $ (4.7)       $ (3.4)    $ (9.9)     $(13.0)
  Entertainment                    (8.1)         (4.2)     (11.8)      (16.0)
  General & Administrative         (2.5)         (1.2)      (4.7)       (3.2)
                                 ------        ------     ------      ------
      Total Operating Loss       $(15.3)       $ (8.8)    $(26.4)     $(32.2)
                                 ------        ------     ------      ------
                                 ------        ------     ------      ------

OTHER DATA:

EBITDA (1):
  Multimedia Distribution        $ 19.5        $ 18.7     $ 38.2      $ 30.4
  Entertainment                    (5.0)         (1.1)      (5.8)       (8.9)
  General & Administrative         (2.5)         (1.2)      (4.6)       (3.2)
                                 ------        ------     ------      ------
      Total EBITDA               $ 12.0        $ 16.4     $ 27.8      $ 18.3
                                 ------        ------     ------      ------
                                 ------        ------     ------      ------

Capital Expenditures:
  Multimedia Distribution        $ 22.0        $ 24.4     $ 46.2      $ 44.5
  Entertainment                     8.3            .4       16.6          .6
                                 ------        ------     ------      ------
    Total Capital Expenditures   $ 30.3        $ 24.8     $ 62.8      $ 45.1
                                 ------        ------     ------      ------
                                 ------        ------     ------      ------
</TABLE>

ROOM DATA:                                       SIX MONTHS ENDED JUNE 30,
  Number of Guest-Pay rooms                         1998          1997
     (at end of period):
  On-Demand                                        801,000       733,000
  Schedule only                                    115,000       188,000
                                                   -------       -------
       Total Guest-Pay rooms                       916,000       921,000
                                                   -------       -------
                                                   -------       -------  

(1)  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, which are 
     presented in the Condensed Consolidated Statements of Cash Flows 
     (unaudited) and discussed in Liquidity and Capital Resources.

MULTIMEDIA DISTRIBUTION

     The Multimedia Distribution segment includes the results of OCC and ANS.
The segment's second quarter revenues for 1998 increased $4.7 million, or 
7.7% over last year's second quarter.  Year-to-date revenues for the 
MultiMedia Distribution segment increased $8.3 million over the first half of
1997.  OCC's revenues grew $4.5 million and $8.3 million during the second 
quarter of 1998 and first half of 1998, respectively.  These increases are 
due primarily attributable to increases in its on-demand movie business from 
new hotel installations, continued conversions of hotels served by 
SpectraVision equipment to On Command equipment, strong buy rates in its core
movie product and the non-recurrence of the satellite outage experienced at
SpectraVision properties during the first quarter 1997.  ANS' revenues for 
the second quarter of 1998 and six months ended June 30, 1998 were similar to
the comparable periods in 1997.

     Operating losses for this segment increased by $1.3 million over last 
year's second quarter.  Year-to-date operating losses decreased by $3.1 
million over the first half of 1998.  The increase in the operating loss 
during the second quarter of 1998 is attributable to increased depreciation 
expense due to new hotel installations and continued conversions of hotels 
served by SpectraVision equipment to On Command equipment.  The operating 
losses at OCC for the first half of 1997 were impacted on January 11, 1997 by
the loss of communication with a satellite, which delivered pay-per-view 
programming to certain SpectraVision properties.  While service was restored 
to all affected hotels within a month, the loss of revenue and costs 
associated with this loss of service resulted in a decrease in operating 
income of approximately $3.0 million during the first quarter of 1997.

     EBITDA of the Multimedia Distribution segment increased by $.8 million 
and $7.8 for the second quarter and first half 1998 respectively, as compared
to the same periods last year.  The increase in EBITDA in the second quarter 
of 1998 is attributable to the increase in revenues at OCC in the second 
quarter of 1998 as compared to 1997.  As discussed above, the increase in 
EBITDA in the first half of 1998 is primarily attributable to the 
non-recurrence of the satellite failure that occurred during the first 
quarter of 1997 combined with the increase in OCC revenues for the first half
of 1998 as compared to 1997.

     Capital expenditures for the segment decreased by $2.4 million and 
increased by $1.7 million during the second quarter and first half of 1998 as
compared to the same periods last year.  The decrease in capital expenditures in
the second quarter of 1998 is attributable to a decrease in the number of 
conversions of SpectraVision customer rooms to OCC systems.  The increase in 
capital expenditures in the first half of 1998 is attributable to both 
conversions of SpectraVision customer rooms to OCC systems and the
installation of OCC equipment for new hotel customers.

ENTERTAINMENT

     The Entertainment segment includes the results of the Nuggets, the 
Avalanche, the Arena Company and Beacon.  Revenues of the Entertainment 
segment for the second quarter of 1998 decreased by $10.8 million over the 
same quarter last year. The decrease in revenues in the Entertainment segment
in the second quarter is primarily attributable to a decrease in revenues of 
$8.4 million at Beacon combined with decreased revenues from the Avalanche.  
During the second quarter of 1997, Beacon recognized revenues of $6.8 million
from the delivery of the motion picture PLAYING GOD to its domestic 
distributors and additional revenues from prior movie releases.  In contrast,
during the second quarter of 1998, Beacon had minimal revenues as no pictures
were released or delivered and generated minimal revenues from prior movie 
releases.  In addition, during the quarter ended June 30, 1998, the Avalanche
experienced a decrease in revenues from their participation in the 1998 
Stanley Cup Playoffs.  In 1998, the Avalanche had 5 fewer home playoff games 
as a result of playing in only one playoff round as compared to the three 
rounds of the playoffs in 1997.  The Avalanche playoff revenue decrease was 
partially offset by the receipt of NHL expansion proceeds during the second
quarter of 1998.  Year to date revenues for the Entertainment segment 
increased $13.7 million over the first half of 1997.  This increase in 
revenues is primarily attributable to an increase in revenues at Beacon of 
$8.8 combined with increased revenues at the Nuggets of $4.3 million.  During
the first half of 1998, Beacon generated revenues of $13.9 million from the 
video release of the motion picture AIR FORCE ONE and additional revenues from
the delivery of the motion picture, A THOUSAND ACRES, to foreign 
distributors.  During the first half of 1997, Beacon generated revenues of 
$6.8 million from the delivery of the motion picture PLAYING GOD to its 
domestic distributors.  Year to date revenues for the Nuggets have increased 
from improvements in distributions from the NBA national television contract 
and increased revenues from their regional broadcasting agreement with Fox 
Sports Rocky Mountain.  While the Avalanche realized increased revenues from 
regular season ticket and sponsorship sales and increased revenues from their
regional broadcasting agreement with Fox Sports Rocky Mountain, these 
increases were substantially off set by a decline in playoff revenues of $4.4
million.

     Operating losses for this segment increased by $3.9 million during the 
second quarter of 1998, as compared to the same period last year.  This 
decline for the quarter is primarily attributable to the decline in the 
Avalanche's playoff operating margin of $1.8 million an increase in operating
costs (players' salaries at the Avalanche and contract termination costs at 
the Nuggets) and reserves taken on certain film projects at Beacon.  The 
year-to-date operating loss for this segment has decreased by $4.2 million as
compared to the first half of 1997.  This year-to-date improvement in 1998 is
attributable to the margin realized on the AIR FORCE ONE video release and 
the Nuggets increased revenues, which were partially offset by the reduced 
playoff margin from the Avalanche.
 
     EBITDA for the Entertainment segment decreased by $3.9 million for the 
second quarter of 1998 as compared to the same period last year. This 
decrease primarily reflects the Avalanche's reduction in playoff games and 
reserves taken on certain film projects at Beacon.  On year-to-date basis,
EBITDA for the Entertainment segment increased by $3.1 million as compared 
with the first half of 1997.  This increase is primarily attributable to the 
margin realized on the AIR FORCE ONE video release and the increase in Nuggets
revenues as previously discussed.

     Capital expenditures for the Entertainment segment increased by $7.9 
million and $16.0 million for the second quarter and first half of 1998 as 
compared to the same periods last year.  This increase is due to capital
expenditures incurred relating to the construction of the Pepsi Center, the 
new arena in downtown Denver to be owned and managed by the Arena Company.

LIQUIDITY AND CAPITAL RESOURCES

     The primary sources of cash during the three months ended June 30, 1998 
were cash from operating activities of $57.2 million and borrowings under 
OCC's credit facility of $21.0 million.  Cash was expended primarily for 
property and equipment as the Company continued to make investments to
support business growth.  Specifically, capital expenditures of $45.2 million
were made by OCC for the continuing installation and conversion of on-demand 
systems and $16.5 million was expended by the Arena Company for construction
costs at the Pepsi Center.  In addition, $3.6 million of cash was invested by
Beacon on films under development and to acquire rights for film properties.

     Long-term debt of the Company at June 30, 1998 consists primarily of the
Company's Senior Secured Discount Notes (the "Senior Notes") totaling $134.5 
million, and $154.0 million outstanding under OCC's Credit Facility.  Based 
on borrowings at June 30, 1998, the Company had access to $50.0 million of 
long-term financing under the Ascent credit facility and OCC had access to 
$46.0 million of long-term financing under its credit facility, subject to 
certain covenant restrictions (see Note 6 of the Company's 1997 Consolidated 
Financial Statements).  As discussed in Note 7 to the Company's unaudited 
Condensed Consolidated Financial Statements, the Arena Company issued and 
sold $139.8 million of non-recourse, long-term debt financing (the "Arena
Notes") on July 29, 1998 for the purposes of financing the development and 
construction of the Pepsi Center.

     The Company's cash requirements through the remainder of 1998 are 
expected to include (i) the continuing conversion and installation by OCC of 
on-demand in-room video entertainment systems, (ii) funding the development,
production and/or acquisition of rights for motion pictures at Beacon, (iii) 
funding the operating requirements of Ascent and its subsidiaries, and (iv) 
the payment of interest under the Ascent credit facility, if such facility
is utilized, and the OCC credit facility, and (v) funding the construction of
the Pepsi Center. The Company anticipates capital expenditures in connection 
with the continued installation and conversion by OCC of on-demand service 
will be approximately $40.0 to $55.0 million during the remainder of 1998.  
The Company anticipates that OCC's funding for its operating requirements and
capital expenditures for the continued conversion and 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.  Beacon's 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 the remainder of 1998.  To fund Beacon's 
productions, the Company expects to utilize Beacon's domestic distribution 
agreement with Universal Pictures when appropriate, and/or pre-sell a portion 
of the international distribution rights to help fund motion picture costs.  
Currently, such cash requirements are anticipated to be approximately $15.0 
million to $20.0 million through the remainder of 1998.  The future 
expenditures for construction of the Pepsi Center will be funded through the 
proceeds of the Arena Notes as discussed in Note 7 to the Company's unaudited
Condensed Consolidated Financial Statements.  The Company's other long-term 
capital requirements may include ANS's participation in an upgrade of the NBC
television affiliate network.  ANS cash requirements, should it be awarded 
the NBC contract, may consist of capital expenditures of $30.0 to $35.0 
million, commencing in late 1998 or 1999.

     Management of the Company believes that the available cash, cash flows 
from operating activities, and funds available under the Ascent credit 
facility and the OCC credit facility (see Note 6 of the Company's 1997 Notes 
to Consolidated Financial Statements), together with the proceeds from the 
Arena Notes will be sufficient for the Company and its subsidiaries to 
satisfy their growth and finance working capital requirements during 1998.  
However, it is the Company's expectation that cash flows from operations will
be insufficient to cover planned capital expenditures during 1998 and 1999 
and, accordingly, the Company determined that no cash interest would be payable
on the Senior Notes until June 2003.  Thereafter, the Company's ability to 
pay interest on the Senior Notes and to satisfy its other debt obligations 
will depend upon the future performance of the Company and, in particular, on
the successful implementation of the Company's strategy, including conversion
of the hotel rooms acquired in the acquisition of SpectraVision, Inc. to 
OCC's on-demand technology, the upgrade and expansion of OCC's technology and
service offerings and the construction of the Pepsi Center in Denver, and the
ability to attain significant and sustained growth in the Company's cash 
flow.  There can be no assurance that the Company will successfully implement
its strategy or that the Company will be able to generate sufficient cash 
flow from operating activities to meet its long-term debt service obligations
and working capital requirements.  Based on the Company's current expectation
with respect to its existing businesses, the Company does not expect to have 
cash flows after capital expenditures sufficient to repay all of the Senior 
Notes at maturity and, accordingly, may have to refinance the Senior Notes at or
before their maturity.  There can be no assurance that any such financing 
could be obtained on terms that are acceptable to the Company, or at all.  In
the absence of such financing, the Company could be forced to sell assets.

     As previously discussed, on June 27, 1997, COMSAT completed the 
Distribution of the Ascent common stock held by COMSAT as a tax-free dividend
to COMSAT's shareholders.  The Distribution was intended, among other things,
to afford Ascent more flexibility in obtaining debt financing to meet its 
growing needs. The Distribution Agreement between Ascent and COMSAT, (see 
Note 2 of Notes to Condensed Consolidated Financial Statements) terminated 
the Corporate Agreement between Ascent and COMSAT which imposed restrictions 
on Ascent to ensure compliance with certain capital structure and debt 
financing restrictions imposed on COMSAT by the Federal Communications 
Commission.  As a result, Ascent's financial leverage has increased and will 
increase in the future for numerous reasons, including the financing of the
Pepsi Center (see Note 7 of the Company's unaudited Condensed Consolidated 
Financial Statements). In addition, pursuant to the Distribution Agreement, 
certain restrictions have been put in place to protect the tax-free status of
the Distribution.  Among the restrictions, Ascent was not allowed to sell, 
purchase or otherwise acquire stock or instruments which afford a person the 
right to acquire the stock of Ascent until July 1998 (see Note 2 of Notes to
Condensed Consolidated Financial Statements).  Finally, as a result of the 
Distribution, Ascent is no longer part of COMSAT's consolidated tax group and
accordingly, Ascent may be unable to recognize tax benefits and will not 
receive cash payments from COMSAT resulting from Ascent's anticipated 
operating losses during 1998 and thereafter.

INFORMATION SYSTEMS AND THE YEAR 2000

     The Company and its subsidiaries have developed plans to address the 
possible exposure related to the impact on its computer systems of the Year 
2000.  Key financial information and operational and product systems have 
been, and will continue to be assessed and plans have been developed to 
address the necessary systems modifications required by December 31, 1999.  
Many of the Company's systems include new hardware and packaged software 
recently purchased from vendors who have represented that these systems are 
already Year 2000 compliant.  The Company is in the process of obtaining 
assurances from vendors that timely updates will be made available to make 
all remaining purchased software Year 2000 compliant.  The Company will
utilize both internal and external resources to reprogram, replace, and/or 
test all of its software for Year 2000 compliance, and the Company now 
expects to complete the project during the first half of 1999.  The financial
impact of making the required systems changes is not expected to be material to
the Company's consolidated financial position, results of operations, or cash
flows.
     
     In addition, the Company and its subsidiaries are in the process of 
communicating with others with whom they have significant business, including
but not limited to suppliers and the hotel customers at OCC, to determine 
their Year 2000 compliance readiness and the extent to which the Company is
vulnerable to any third party Year 2000 issues.  However, there can be no 
guarantee that the systems of other companies on which the Company's systems 
rely will be timely converted, or that a failure to convert by another 
company, or a conversion that is incompatible with the Company's systems, 
would not have a material adverse effect on the Company.


PART II.   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          The Company and its subsidiaries are defendants and may be 
          potential defendants in lawsuits and claims arising in the ordinary
          course of its business.  While the outcomes of such claims, 
          lawsuits, or other proceedings cannot be predicted with certainty, 
          management expects that such liability, to the extent not provided 
          for by insurance or otherwise, will not have a material adverse 
          effect on the financial condition of the Company.


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)   EXHIBIT
               No. 27.0      Financial Data Schedule

         (B)   REPORTS ON FORM 8-K:
               None


SIGNATURES


       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 hereunto duly authorized.

ASCENT ENTERTAINMENT GROUP, INC.

By:   /s/ DAVID A. HOLDEN
      David A. Holden
      Vice President, Finance and Controller
      (Principal Accounting Officer)

Date: August 14, 1998