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 September 30, 1996

                              ......or

            []  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from _____ to _____
                        Commission File Number 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
September 30, 1996 was 29,752,400 shares.


<PAGE>





<TABLE>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

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

<CAPTION>
                                             September 30, December 31,
                                                1996         1995
                                                   (Unaudited)
                        ASSETS
<S>                                             <C>        <C>

Current Assets:
    Cash and cash equivalents.............      $ 1,473    $11,012
    Receivables, net......................       25,631     41,331
    Other.................................       27,841     15,255

        Total current assets..............       54,945     67,598

Property and equipment, net ..............      255,206    220,602
Franchise rights, net.....................      103,282    107,962
Goodwill, net.............................       46,817     49,803
Film costs, net...........................       43,208     11,470
Investments...............................        8,393      6,628
Other assets..............................       34,266     40,950


Total Assets .............................     $546,117   $505,013


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Short-term debt ......................      $70,500    $    __
    Accounts payable and accrued liabilities     30,924     43,379
    Payable to COMSAT.....................        4,605      7,217
    Deferred income.......................       28,758     35,435
        Total current liabilities.........      134,787     86,031

Long-term debt............................       72,000     70,000
Deferred income taxes.....................        8,119      4,436
Other long-term liabilities...............       15,079     13,843

        Total liabilities.................      229,985    174,310

Minority interest.........................       28,567     27,867

Stockholders' equity:
     Common stock.........................          297        297
     Additional paid-in capital...........      303,771    303,771
     Accumulated deficit..................      (18,000)   (1,232)
     Unrealized gain on available for
        sale securities, net of taxes.....        1,497         __
          Total stockholders' equity......      287,565    302,836
Total Liabilities and Stockholders' equity    $ 546,117  $ 505,013

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             Nine Months Ended
                                   September 30,                  September 30,
                                     1996        1995          1996       1995
<S>                               <C>         <C>           <C>        <C>

Revenues......................    $33,940     $37,548       $152,583   $134,283

Operating expenses:
    Cost of services..........     21,533      27,205        114,138     92,467
    Depreciation and amortization  17,042      14,759         48,946     39,389
    Provision for restructuring         _      10,866              _     10,866
    General and administrative      2,599       3,279          7,723      8,123
    Total operating expenses..     41,174      56,109        170,807    150,845

Operating income (loss).......     (7,234)    (18,561)       (18,224)   (16,562)
Other income (expense), net...        728        (643)           491     (1,800)
Interest expense..............     (2,282)       (156)        (5,905)      (365)

Loss before taxes and minority
   interest...................     (8,788)    (19,360)       (23,638)   (18,727)
Income tax benefit............      2,738       5,928          7,186      5,734

Loss before minority interest.     (6,050)    (13,432)       (16,452)   (12,993)
Minority interest.............        (52)       (440)          (316)      (564)

Net loss......................    $(6,102)   $(13,872)      $(16,768)  $(13,557)

Net loss per share............    $ (0.21)   $  (0.58)      $  (0.56)  $  (0.56)

Weighted Average number of
common shares outstanding.....     29,752      24,000         29,752     24,000




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


<PAGE>


<TABLE>

                       ASCENT ENTERTAINMENT GROUP, INC.

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

<CAPTION>

                                            Nine Months Ended September 30,
                                                  1996        1995
<S>                                             <C>        <C>

Cash flows from operating activities:
    Net loss..............................      $(16,768)  $(13,557)
    Adjustments for non-cash expenses:
         Depreciation and amortization....        48,946     39,389
         Amortization of film inventory...         5,380      4,434
         Provision for restructuring......             _     10,866
         Provision for loss on investment.         1,800          _
    Changes in operating assets and liabilities  (11,079)    (7,506)
    Other.................................             _      2,505

    Net cash provided by operating
      activities..........................        28,279     36,131

Cash flows from investing activities:
    Payments on note receivable...........         2,900          _
    Proceeds from sale of investment......         1,892          _
    Purchase of property and equipment....       (73,421)   (59,271)
    Investments in unconsolidated businesses      (4,125)    (3,625)
    Net expenditures for film production costs   (33,432)   (11,719)
    Acquisitions..........................             _    (76,027)
    Other.................................             _        553
    Net cash used in investing activities.      (106,186)  (150,089)

Cash flows from financing activities:
    Repayment of long-term debt...........          (208)      (742)
    Net short-term borrowings ............        68,000          -
    Net transfer from COMSAT and subsidiaries          _    114,927
    Other.................................           576          -
    Net cash provided by financing activities     68,368    114,185

Net increase (decrease) in cash and cash
equivalents...............................        (9,539)       227
Cash and cash equivalents, beginning of period    11,012      3,358
Cash and cash equivalents, end of period..       $ 1,473    $ 3,585



     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  1995 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, 1995  balance  sheet  amounts  have been  reclassified  to conform  with the
September 30, 1996 presentation.

    The accompanying financial statements include the accounts of Ascent and its
majority-owned  subsidiaries  which  include On Command  Video  ("OCV") , Ascent
Network Services,  Inc. ("ANS") (formerly COMSAT Video  Enterprises,  Inc.), the
Denver Nuggets Limited Partnership (the "Nuggets"),  Beacon  Communication Corp.
("Beacon") and since July 1, 1995 the Colorado Avalanche LLC (the "Avalanche").
Intercompany transactions have been eliminated.


2.  Business Combination

    On October 10, 1996, Ascent through its newly formed subsidiary,  On Command
Corporation  ("OCC"),  consummated  the previously  announced  acquisition  (the
"Acquisition")  of the assets and  properties  (including,  but not  limited to,
copyrights,  patents,  personal property, real property,  equipment and records)
and  certain  liabilities  of  SpectraVision,  Inc.  ("SpectraVision"),  with an
effective closing date of October 8, 1996 (the "Closing Date").  The Acquisition
was  consummated  pursuant to an  Acquisition  Agreement  dated August 13, 1996,
among  Ascent,  OCC,  SpectraVision  and the other  parties  named  therein (the
"Acquisition  Agreement").  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 SpectraVision
and its  affiliates.  Prior to the  Closing  Date,  OCV,  formerly  an 83% owned
subsidiary  of Ascent  (approximately  79% owned on a fully  diluted basis - see
Note 6), was merged (the  "Merger") into a subsidiary of OCC and became a wholly
owned subsidiary of OCC pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") by and among OCC, OCV and On Command Merger Corporation dated August
13, 1996. The Acquisition  Agreement and the Merger  Agreement were entered into
to effect the terms of the  Agreement  dated April 19, 1996  entered  into among
Ascent,  OCV  and  the  other  parties  named  therein  and  to  effectuate  the
transactions contemplated thereby.

    As of the Closing Date, Ascent and the minority stockholders of OCV received
21,750,000  shares of OCC common  stock  (72.5% of the initial  outstanding  OCC
common  stock).  Of  these  shares,   Ascent  received   17,149,766  shares.  In
consideration  of the acquisition of the assets and properties of  SpectraVision
by OCC,  8,041,618  shares of OCC common stock were issued to the  SpectraVision
bankruptcy estate for distribution to SpectraVision's  creditors.  Additionally,
208,382 shares were held in reserve  pursuant to the  Acquisition  Agreement for
potential adjustments.  This reserved stock will either be distributed to Ascent
and the OCV minority stockholders or to the SpectraVision  bankruptcy estate for
the benefit of SpectraVision's creditors.  Assuming no OCV stockholders exercise
their  appraisal  rights in connection  with the  transaction and without giving
effect to the Reserve Stock,  Ascent owns approximately 57.2% of the outstanding
common stock of OCC.

    In connection with the Acquisition and the Merger,  OCC also issued warrants
representing  the right to  purchase a total of  7,500,000  shares of OCC common
stock  (20% of the  outstanding  common  stock  of OCC,  after  exercise  of the
warrants).  The warrants have a term of 7 years and an exercise  price of $15.27
per share of OCC Common Stock. Series A Warrants to purchase on a cashless basis
an aggregate  of 1,425,000  shares of OCC common stock were issued to the former
OCV  stockholders,  of which  Ascent  received  warrants to  purchase  1,124,325
shares;  Series B Warrants to purchase for cash an aggregate of 2,625,000 shares
of OCC  common  stock were  issued to the  SpectraVision  bankruptcy  estate for
distribution  to creditors;  and, at the  direction of Ascent and OCV,  Series C
Warrants  were  issued to OCC's  investment  advisors  to  purchase  for cash an
aggregate of 3,450,000  shares of OCC common stock in  consideration  of certain
investment  banking  and  advisory  services  provided  in  connection  with the
transactions.


3.  Investments and Denver Arena Development Project

    As discussed in Note 15 to the Company's 1995 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 short-term debt  ($2,500,000) and
long-term debt ($2,000,000) at September 30, 1996.

    Also  pursuant  to the  agreement  with TAC,  as of March 30,  1996,  Ascent
purchased all of TAC's interests in New Elitch Gardens, Ltd. ("Elitch Gardens"),
a company  which owns and operates an  amusement  park in downtown  Denver,  for
$4,100,000  in  cash.  This  purchase  increased  Ascent's  limited  partnership
interest in Elitch Gardens from 13% to 26% of the outstanding partnership units.

    On March 28, 1996, the Company  entered into a Land Purchase  Agreement (the
"Agreement")  with Southern Pacific  Transportation  Company ("SPT") pursuant to
which the Company would  purchase  approximately  49 acres in Denver as the site
for the proposed arena for $20,000,000.  Pursuant to the Agreement,  the closing
of the land  purchase  had to have  occurred  on or before  June 28,  1996.  The
closing  did not take  place by this time and the  Agreement  terminated.  It is
management's  belief that SPT will  reinstate the Agreement and the closing date
for the Agreement will be extended. If the Agreement is reinstated, consummation
of the transaction would be 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 their current  arena,
McNichols  Arena. The Agreement also provides for SPT to effect a state-approved
environmental clean-up plan on the site, and provide continuing  indemnification
with regard to certain environmental liabilities.

   In September,  1996, the Company recorded a $1,800,000 reserve on its limited
partnership  investment in Elitch  Gardens,  based on the announced  sale of the
amusement park to Premier Parks,  Inc. The Company's  share of proceeds from the
sale,  which  closed on October  30,  1996,  may be  subject  to certain  future
adjustments, including future contingencies.


4.   Debt

   In conjunction with the SpectraVison acquisition, OCC obtained a $125 million
credit facility with a bank, (the "OCC Credit  Facility") dated as of October 8,
1996. The OCC Credit  Facility  consists of (i) a 364-day  revolving  credit and
competitive  advance  facility  which,  subject to certain  conditions,  will be
renewable for four 364-day  periods,  and (ii) a five year revolving  credit and
competitive advance facility; provided, however, that any amounts borrowed under
the five year  facility  will  reduce the  amount  available  under the  364-day
facility.  Revolving loans extended under the OCC Credit Facility generally will
bear interest at the London Interbank Offering Rate ("LIBOR") plus a spread that
may range from 0.50% to 0.75% depending on certain  operating ratios of OCC. The
OCC Credit Facility contains customary covenants, including, among other things,
compliance  by OCC with certain  financial  covenants.  The OCC Credit  Facility
limits  OCC's  ability  to incur  indebtedness  or pay  dividends,  but does not
preclude OCC from paying cash dividends on its Common Stock. Upon the closing of
the  SpectraVision  acquisition,  OCC borrowed  $92.0  million  under its credit
facility to (i) pay-off debt obligations of SpectraVision of approximately $40.0
million,  (ii) pay-off  intercompany  obligations of OCV to Ascent and other OCC
obligations   of   approximately   $43.6   million  and  (iii)  to  pay  certain
administrative  claims  and  other  bankruptcy  costs of  SpectraVision  and its
affiliated debtors of approximately $8.4 million.

   On the Closing  Date,  Ascent also entered into a new credit  agreement  (the
"Ascent Credit  Facility") with the same bank as OCC. The Ascent Credit Facility
provides for borrowings of up to $200 million,  consisting of a 364-day  secured
revolving credit facility. This facility, subject to certain conditions, will be
renewable for two 364-day  periods.  Revolving  loans  extended under the Ascent
Credit  Facility  generally  will bear  interest at LIBOR plus a spread that may
range from 2.00% to 2.50% depending on certain  operating ratios of Ascent.  The
Ascent Credit Facility  provides that at no time will amounts  outstanding under
the facility exceed (a) $125.0 million, until Ascent shall have received consent
from the NBA and NHL to pledge Ascent's  interests in the Nuggets and Avalanche,
respectively,  and thereafter  (b) the sum of (i) up to $100 million  secured by
first priority pledges of, and liens on, the equity interests in all of Ascent's
subsidiaries (excluding OCC), plus (ii) 50% of the value of the OCC Common Stock
owned by  Ascent,  secured by a pledge of such  stock.  The  company  expects to
obtain the consents from the NBA and NHL prior to December 31, 1995.  The Ascent
Credit Facility also contains  covenants  requiring  Ascent to maintain  certain
financial covenants, limits Ascent's ability to incur indebtedness and precludes
Ascent from paying cash  dividends on its Common Stock.  Upon the closing of the
Ascent  Credit  Facility,  Ascent  extinguished  borrowings  of  $145.0  million
outstanding  under its then  existing  $175.0  million  credit  facility  with a
different  bank.  The Company  utilized funds received from OCC of $39.3 million
and borrowed  $110.0  million under its new credit  facility to  extinguish  its
outstanding  bank  obligations,  including  accrued  interest,  and other Ascent
obligations.  The Company  will record an  extraordinary  loss of  approximately
$500,000 during the fourth quarter of 1996 in connection with the extinguishment
of its previous credit facility.


5.  Restructuring

   During  the third  quarter  of 1995,  management  of the  Company  decided to
discontinue the Satellite Cinema scheduled movie operations. As a result of this
decision,  a  restructuring  charge of  $10,866,000  was  recorded  in the third
quarter  of  1995.  The  components  of this  restructuring  charge  included  a
write-down of property and equipment of  $5,140,000 to their  estimated  salvage
value,  an accrual for severance  costs of $1,010,000 and a charge of $4,716,000
for costs  related  to  contractual  commitments  that  would not be  fulfilled.
Through  September  30, 1996,  the Company has made cash  payments for severance
costs and contractual  commitment costs totaling  $4,936,000 and has written-off
other assets of $129,000  relating to contractual  commitments.  The Company has
$661,000 remaining in restructuring  accruals as of September 30, 1996, which is
primarily  for severance and  contractual  obligations  to be paid through July,
1997.  Although subject to future  adjustment,  management of Ascent believes it
has adequate  reserves as of September 30, 1996,  to complete the  restructuring
plan of  Satellite  Cinema's  operations.  During  the nine month  period  ended
September  30,  1995,   Satellite  Cinema  operations   reflected   revenues  of
$20,204,000   and  an  operating   loss,   before   allocation  of  general  and
administrative expenses, of $5,662,000.

    In December  1995,  the assets and  contracts  relating to Satellite  Cinema
rooms not transitioned to OCV were sold for a $4,000,000  promissory note due in
June 1996. The assets sold consisted  principally of installed video systems and
related  equipment  inventory  with payment of the note dependent on the buyer's
ability to deploy the purchased assets profitably.  Accordingly,  as of December
31, 1995,  Ascent did not record the note  receivable due to the  uncertainty of
its  collection and included the net book value of the assets sold of $1,689,000
in Other Long Term Assets in the accompanying  balance sheet.  Payments totaling
$2,900,000  were received on the note in July and August of 1996 with collection
of the remaining balance dependent upon the buyer obtaining  additional  sources
of cash.  During the quarter ended September 30, 1996, the Company reflected the
sale of the assets and recorded a gain of $400,000, net of disposal costs.


6.  Other Matters

   In August 1996,  the Company,  OCV and Hilton Hotels  Corporation  ("Hilton")
entered into a letter agreement providing for the cancellation of 470,588 shares
of OCV common  stock  issued to Ascent  pursuant to the  Contribution  Agreement
entered  into  between OCV and the  Company in  September,  1995  ("Contribution
Agreement").  The  Contribution  Agreement set forth the terms and conditions of
the transaction  whereby OCV acquired certain assets from Ascent. As a result of
the cancellation of these shares, Ascent's ownership interest in OCV was reduced
from 84% to 83% (prior to the consummation of the SpectraVision  transaction see
Note 2). Pursuant to the Corporate Agreement between COMSAT Corporation (COMSAT)
and  Ascent,  COMSAT had  indemnified  Ascent  with  respect  to the  adjustment
effected by the August 1996 letter agreement.

   The August 1996 letter  agreement  also provided for an extension of the date
on which the exercise price of 410,561 warrants  previously  issued to Hilton by
OCV would  increase  from  June 1,  1996 to the  later of (i) 90 days  after the
closing or the abandonment of the proposed  transaction  with  SpectraVision  or
(ii) December 1, 1996. On October 7, 1996,  Hilton  exercised its warrants under
the  terms  of  the  letter   agreement  and  OCV  received   consideration   of
approximately  $10,685,000.  In turn, OCV distributed a pro rata dividend to its
stockholders,  consisting  of a cash  dividend to its minority  stockholders  of
$1,781,000  and a  promissory  note in the amount of  $8,904,000  (which OCV had
received  from Hilton) for  Ascent's  portion of the  dividend,  pursuant to the
letter  agreement.  The  letter  agreement  provides  Hilton the right to put to
Ascent all,  but not less than all, of the  warrant  shares of OCV common  stock
held by Hilton (or OCC Common Stock into which they were converted) which Hilton
still  owns on the  date 90 days  after  the  closing  of the  transaction  with
SpectraVision at the same exercise price at which Hilton exercised its warrants.
Accordingly,  if Hilton elects to sell its current shares of OCC Common Stock to
Ascent,  Hilton could cancel the  promissory  note assigned to Ascent and demand
payment for the balance of its warrant shares of OCC common stock.


7.  New Accounting Pronouncements

   As discussed in Note 1 to the Company's 1995 financial statements,  Statement
of Financial  Accounting  Standard  (SFAS) No. 123,  "Accounting for Stock-Based
Compensation"  was issued in 1995 and was effective  beginning  January 1, 1996.
SFAS  No.  123  requires  expanded   disclosures  of  stock-based   compensation
arrangements  with employees and encourages (but does not require)  compensation
cost to be measured  based on the fair value of the equity  instrument  awarded.
Companies  are  permitted,  however,  to  continue  to apply APB Opinion No. 25,
"Accounting for Stock Issued to Employees",  which recognizes compensation based
on the intrinsic value of the equity instrument awarded. The Company has elected
to apply APB No. 25 to its stock based compensation awards to employees and will
disclose  the required  proforma  effect on net income and earnings per share in
the Company's 1996 annual financial statements.



<PAGE>


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

ANALYSIS OF OPERATIONS

Consolidated Operations

   Three  months  ended  September  30,  1996  compared  to Three  months  Ended
September 30, 1995

    Revenues  for the third  quarter of 1996 were $33.9  million,  a decrease of
$3.6  million or 10%,  as compared  to $37.5  million in revenues  for the third
quarter of 1995.  Third quarter 1995  revenues  included $6.4 million of revenue
from the  Company's  Satellite  Cinema  business,  which  ceased  operations  on
December 31, 1995.  Excluding this 1995 revenue source,  the Company reported an
increase in revenues of $2.8 million  during the third  quarter of 1996 over the
comparable  period in 1995.  This increase is primarily  attributable  to a $3.7
million  increase  in  revenues  at  OCV  within  the  Multimedia  segment.  The
Entertainment  segment  reflected a decrease in revenues of $1.3 million  during
the third quarter of 1996 from the comparable  period in 1995.  During the third
quarter of 1995,  Beacon generated  revenues from 3 motion pictures.  During the
third  quarter  of 1996,  Beacon had no movie  releases  and  generated  minimal
revenues from prior movie releases.

    Cost of  services  for the third  quarter  of 1996  were  $21.5  million,  a
decrease  of $5.7  million or 21%  compared to the third  quarter of 1995.  This
decrease is  attributable  to the  elimination of $7.8 million in costs from the
termination in 1995 of the Satellite Cinema  pay-per-view  operations  partially
offset by the overall  increase in the number of  pay-per-view  rooms  served by
OCV.

    Depreciation  and  amortization  for the  third  quarter  of 1996 was  $17.0
million,  an increase of $2.3  million or 15%  compared to the third  quarter of
1995.  This  increase  reflects a higher  installed  room base and the resulting
increase in depreciation at OCV, and the  amortization of the intangible  assets
associated with the Avalanche acquisition in July 1995.

    General and Administrative  expenses for the third quarter of 1996 were $2.6
million,  a decrease of $700,000 or 21%  compared to the third  quarter of 1995.
This decrease  primarily reflects the reduction of approximately $1.0 million in
certain  general and  administrative  service  charges from COMSAT  offset by an
increase in costs  associated with the relocation of the Company's  headquarters
to Denver and the costs  associated with being a publicly traded  corporation in
1996.

    The  provision for  restructuring  during the third quarter of 1995 resulted
from  the  discontinuation  of  Satellite  Cinema's  lower  margin,   scheduled,
satellite-delivered  pay-per-view  service.  (See  note  5 to  the  accompanying
condensed consolidated financial statements).

    Other income  (expense)  increased  by $1.4 million in the third  quarter of
1996 as compared to the same period last year. During the third quarter of 1996,
the Company recorded a $1.8 million reserve on the Company's limited partnership
investment  in  Elitch  Gardens  (see  Note  3  to  the  accompanying  condensed
consolidated financial statements), as compared to a $900,000 charge recorded in
the third quarter of 1995 for expenses  related to the new arena in Denver.  The
improvement  in other  income  during the quarter was also  attributable  to the
Company's  recognition  of gains  of $1.9  million  from the sale of  investment
securities  and  $400,000  realized  from the sale of certain  Satellite  Cinema
assets.

    Interest  expense  increased  $2.1  million in the third  quarter of 1996 as
compared  to the third  quarter  of 1995.  This  increase  is the  result of the
borrowings  incurred in conjunction  with the Company's  initial public offering
(the  "Offering")  in December 1995 (see Note 5 to the Company's  1995 financial
statements) and the additional borrowings incurred by the Company during 1996 to
meet capital expenditure and investment requirements.

    The  Company  recorded  an income tax  benefit of $2.7  million in the third
quarter  of 1996 as  compared  to an income tax  benefit of $5.9  million in the
third quarter of 1995, reflecting an effective tax rate of 31% in both periods.

    Minority  interest  reflects  the  earnings  attributable  to  the  minority
interest in the Company's 83% owned subsidiary, OCV.


   Nine Months ended  September 30, 1996 compared to Nine Months ended September
30, 1995

    Revenues for the nine months ended  September 30, 1996 were $152.6  million,
an increase of $18.3 million or 14% over the $134.3  million in revenues for the
nine  months  ended   September  30,  1995.   The  increase  in  the  Multimedia
Distribution  segment is primarily  attributable to an increase of $20.0 million
in  revenues  from OCV and a $1.6  million  increase  in  revenues  at ANS.  The
increase in the Entertainment segment is primarily attributable to the inclusion
of revenues of $24.2 million from the Avalanche, which was acquired in July 1995
and was not included in the  consolidated  results until the second half of last
year. These increases are offset by the recognition in 1995 of revenues from the
receipt of a  non-recurring  $8.8  million NBA  expansion  fee payment and $20.2
million of revenue from the Company's discontinued Satellite Cinema business.

    Cost of services  for the nine months ended  September  30, 1996 were $114.1
million,  an  increase  of $21.7  million  or 23% over  the  nine  months  ended
September 30, 1995. The  significant  increase is primarily  attributable to the
inclusion of the Avalanche,  the overall  increase in the number of pay-per-view
rooms  served  by OCV and  the  amortization  of film  costs  at  Beacon.  These
increases  were partially  offset by a decline in costs from the  termination in
1995 of the Satellite Cinema pay-per-view  operations.  The decline in margin is
primarily  attributable  to the  absence of NBA  expansion  fees in 1996 and the
negative operating margins of Beacon, the Nuggets and the Avalanche in 1996.

    Depreciation  and  amortization for the nine months ended September 30, 1996
was $48.9 million, an increase of $9.6 million or 24% over the nine months ended
September 30, 1995. This increase  reflects a higher installed room base and the
resulting  increase  in  depreciation  at  OCV,  and  the  amortization  of  the
intangible assets associated with the Avalanche acquisition in July 1995.

    General and administrative  expenses for the nine months ended September 30,
1996 were $7.7 million, a decrease of $400,000 or 5% compared to the nine months
ended   September  30  of  1995.   This  decrease   reflects  the  reduction  of
approximately  $2.2 million in certain general and  administrative  charges from
COMSAT during the nine months ended September 30, 1996, offset by an increase in
costs associated with the relocation of the Company's headquarters to Denver and
the costs associated with being a publicly traded corporation in 1996.

    Other income (expense) improved by $2.3 million during the nine months ended
September  30, 1996,  as compared to the same period last year.  During the nine
months ended  September  30, 1996,  the Company  recorded $2.6 million of losses
relating to its  limited  partnership  investment  in Elitch  Gardens.  Of these
losses,  $1.8 million  reflects a reserve taken on the  Company's  investment in
Elitch's  due to the sale (see Note 3 to the  condensed  consolidated  financial
statements) and $500,000 for its equity in the losses of Elitch's prior to sale.
The nine months ended  September  30, 1995,  included a $1.5 million  charge for
settlement  of a lawsuit  brought  by a former  employee  of OCV and a  $900,000
charge recorded for expenses related to the new arena in Denver. The improvement
in other  income  during  the nine  months  ended  September  30,  1996 was also
attributable to the Company's recognition of gains of $1.9 million from the sale
of  investment  securities  and  $400,000  realized  from  the  sale of  certain
Satellite Cinema assets.

    Interest  expense  increased $5.5 million in the nine months ended September
30, 1996, as compared to the nine months ended September 30, 1995. This increase
is the result of the  borrowings  incurred in  conjunction  with the Offering in
December 1995 (see Note 5 to the Company's  1995 financial  statements)  and the
additional  borrowings  incurred  by the Company  during the nine  months  ended
September 30, 1996 to meet capital expenditure and investment requirements.

    The  Company  recorded  an income tax  benefit  of $7.2  million in the nine
months  ended  September  30,  1996 as compared to an income tax expense of $5.7
million during the same period last year, reflecting a effective tax rate of 30%
in both periods.

    Minority  interest  reflects  the  earnings  attributable  to  the  minority
interest in the Company's 83% owned subsidiary, OCV.

Segment Operating Results

    As discussed in Note 12 to the Company's 1995 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 and certain statistical data affecting  pay-per-view
rooms follows:


<PAGE>


<TABLE>


<CAPTION>

                                 Three Months Ended September 30, Nine Months ended
September 30,
                                        1996     1995          1996       1995
                                                    (dollars in millions)
Income Statement Data:
<S>                                <C>        <C>             <C>        <C>

Revenues:
    Multimedia Distribution (1)    $  31.5    $  33.8         $ 97.4    $  96.0
    Entertainment.............         2.4        3.7           55.2       38.3
    Total Revenues (1)........     $  33.9    $  37.5         $152.6    $ 134.3

Operating Income (Loss):
    Multimedia Distribution...     $    .4    $ (11.2)        $  4.6    $  (9.5)
    Entertainment.............        (5.0)      (4.1)         (15.1)       1.0
    General & Administrative..        (2.6)      (3.3)          (7.7)      (8.1)
       Total operating
        income (loss)              $  (7.2)   $(18.6)         $(18.2)   $ (16.6)

Other Data:

EBITDA: (2)
    Multimedia Distribution...     $  14.6    $  11.8         $ 44.5    $  34.7
    Entertainment ............        (2.2)      (1.4)          (6.1)       7.1
    General & Administrative..        (2.6)      (3.3)          (7.7)      (8.1)
       Total EBITDA...........     $   9.8    $   7.1         $ 30.7    $  33.7

Capital Expenditures:
    Multimedia Distribution...     $  24.3    $  14.5         $ 64.2    $  56.8
    Entertainment.............          .5         .5            9.2        2.5
        Total capital expenditures $  24.8    $  15.0         $ 73.4    $  59.3


    OCV installed rooms with On Demand Service (3)           441,000    333,000
    OCV On Demand backlog rooms (3)                           85,000    116,000
</TABLE>

(1)   In connection  with the acquisition by OCC of OCV and  SpectraVision  (see
      Note 2 to the  condensed  consolidated  financial  statements),  OCC  will
      reclassify certain income statement amounts in OCV's historical  financial
      statements to be consistent with the presentation  used by  SpectraVision,
      Inc.  and to conform to a more common  presentation  used by  providers of
      in-room  entertainment  to the  lodging  industry.  Specifically,  OCV has
      historically  reflected  certain costs as a reduction of Revenues and will
      now classify such costs as a Cost of Service.  This  reclassification will
      have no  impact on  either  OCC's or  Ascent's  operating  income  (loss).
      Accordingly,  Ascent will conform its presentation to that of OCC's during
      the fourth quarter of 1996 in  conjunction  with its annual report on Form
      10-K.  If Ascent would have made these  reclassifications  as of September
      30,  1996,  consolidated  Revenues  and Cost of  Services  would have both
      increased  by $3.3  million and $2.4  million for the three  months  ended
      September  30,  1996 and 1995,  respectively,  and $9.6  million  and $5.9
      million  for  the  nine  months  ended   September   30,  1996  and  1995,
      respectively.   Accordingly,  Revenues  for  the  Multimedia  Distribution
      segment  would have  increased to $34.8  million and $36.2 million for the
      three months ended September 30, 1996 and 1995,  respectively,  and $107.0
      million and $101.9  million for the nine months ended  September  30, 1996
      and 1995, respectively.

(2)   Earnings  before  interest   expense,   income  taxes,   depreciation  and
      amortization  ("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.  EBITDA is not
      intended to represent cash flows for the period, nor has it been presented
      as an  alternative  to  operating  income  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  financial  statements
      presented  in Item 1  above,  and  discussed  in  "Liquidity  and  Capital
      Resources" below.

(3)   OCV installed  rooms with On Demand  Service  represents  the  approximate
      number of hotel rooms served by OCV's on demand  pay-per-view movie system
      as of the end of the period. OCV backlog represents the approximate number
      of hotel rooms which are awaiting installation of OCV equipment.


Multimedia Distribution

   The Multimedia  Distribution segment includes the results of OCV and ANS. The
segment's  third  quarter  revenues  for 1996  decreased  $2.3 million over last
year's third  quarter.  Excluding  the revenue of $6.4  million  from  Satellite
Cinema,  which ceased  operations  at the end of 1995,  revenue  increased  $4.0
million  or 15% in the third  quarter  of 1996 over the third  quarter  of 1995.
Year-to-date  revenues for Multimedia  Distribution  increased $1.4 million over
the nine  months  ended  September  30,  1995.  Absent  the 1995  revenues  from
Satellite Cinema of $20.2 million,  revenue  increased $21.6 million or 28% on a
year-to-date  basis in 1996 over the nine months ended September 30, 1995. OCV's
year-to-date revenues grew $20.0 million due to the growth in total rooms served
by OCV,  approximately  441,000 rooms on September 30, 1996 versus approximately
333,000 rooms one year earlier. ANS's year-to-date revenues grew by $1.6 million
over the nine  months  ended  September  30,  1995 due to an increase in support
services for network customers.

   Operating income for the segment increased by $11.6 million and $14.1 million
for the third quarter and nine months ended September 30, 1996, respectively, as
compared to the same periods last year.  During the third  quarter of 1995,  the
Company recorded a $10.9 million  restructuring charge for the discontinuance of
its  Satellite  Cinema  operations.  The  improvements  in operating  income are
primarily  attributable  to the  elimination of  unprofitable  Satellite  Cinema
operations,  which reflected operating losses, before restructuring  charges, of
$2.9  million and $5.7  million in the third  quarter and the nine months  ended
September 30, 1995, respectively.

   EBITDA of the Multimedia  Distribution  segment increased by $2.8 million and
$9.8  million for the third  quarter and nine months ended  September  30, 1996,
respectively,  as compared to the same periods last year. This increase reflects
a higher  installed room base and the resulting  increase in  depreciation,  the
elimination of the Satellite  Cinema  operations and the overall  improvement in
operating income during the nine months ended September 30, 1996.

   Capital  expenditures  for the  segment  increased  by $9.8  million and $7.4
million  for the  third  quarter  and nine  months  ended  September  30,  1996,
respectively,  as  compared  to the same  periods  last  year.  The  significant
increase  during the three month period ended September 30, 1996 is attributable
to the  procurement  by ANS of  equipment  of  approximately  $5.9 million for a
project  to  support  the  Microsoft-NBC  (MSNBC)  network  to provide a partial
digital  upgrade of the NBC satellite  transmission  network.  In addition,  OCV
continued  to install  approximately  9,000 - 10,000  rooms per month during the
nine months ended September 30, 1996.

   As discussed in Note 2 of the condensed consolidated financial statements, in
October 1996 OCV was combined  with the assets of  SpectraVision  into OCC, as a
result of which the Multimedia  Distribution  segment in the future will consist
of OCC and ANS. It is anticipated  that in the near term the  acquisition of the
SpectraVision  assets will increase revenues of the segment,  but will result in
operating losses at OCC.


Entertainment

   The Entertainment segment includes the results of the Nuggets, the Avalanche,
and Beacon.  Revenues of the Entertainment segment for the third quarter of 1996
decreased by $1.3 million  over the same  quarter  last year.  This  decrease in
revenues is  attributable  to the lower  revenues from Beacon.  During the third
quarter of 1995, Beacon generated  significant  revenues from three movies,  The
Baby-Sitters Club, The Road to Wellville and Princess Caraboo.  During the third
quarter of 1996,  Beacon had no movie  releases and generated  minimal  revenues
from prior movie releases.  These lower movie revenues were offset  partially by
revenues from four 1996 pre-season  Colorado Avalanche home games, versus one in
1995.  Year-to-date  revenues  for the  Entertainment  segment  increased  $16.9
million  over the nine  months  ended  September  30,  1995.  This  increase  is
attributed  to the  inclusion of Avalanche  revenues of $24.2 million and ticket
price  increases for the Nuggets  during the 1995/1996  playing season offset by
the NBA  expansion  fee  recognized  during the nine months ended  September 30,
1995.

   Operating losses for this segment increased by $1.0 million and $16.1 million
in the third  quarter of 1996 and the nine months  ended  September  30, 1996 as
compared  to  the  same  periods  last  year.   These   declines  are  primarily
attributable to the losses incurred by Beacon, the Avalanche and the Nuggets and
the absence of NBA expansion fees in 1996.

   EBITDA  for the  Entertainment  segment  declined  by $.8  million  and $13.2
million  for the  third  quarter  and nine  months  ended  September  30,  1996,
respectively,  as  compared to the same  periods  last year.  Once  again,  this
decline  primarily  reflects  the  operating  losses  incurred  by  Beacon,  the
Avalanche and the Nuggets and the absence of the NBA expansion fees in 1996.

   Capital  expenditures for the Entertainment  segment during the third quarter
of 1996 decreased by $.3 million over the same quarter last year.  This decrease
is  primarily  attributable  to the  incurrence  of  leasehold  improvements  at
McNichols  Arena in Denver for  hockey  operations  during the third  quarter of
1995.  Capital  expenditures  for the  nine  months  ended  September  30,  1996
increased  by $6.5  million  over the same  period last year.  This  increase is
attributable  to the  purchase in March 1996 of TAC's  interests in the proposed
arena  and  development   project  in  Denver  (see  Note  3  to  the  condensed
consolidated financial statements).



<PAGE>





LIQUIDITY AND CAPITAL RESOURCES


   The primary sources of cash during the  nine-months  ended September 30, 1996
were cash from  operations  of $28.4  million,  short-term  borrowings  of $68.0
million  under  Ascent's  then  existing  credit  facility  (see  Note  5 of the
Company's 1995 financial statements),  proceeds of $1.9 million from the sale of
investment  securities and the collection of $2.9 million on a note  receivable.
Cash was  expended  primarily  for  property and  equipment,  including  capital
expenditures  of  $57.5  million  for  the  continuing  installation  by  OCV of
on-demand  systems,  $6.6 million for the  development  of the proposed arena in
Denver and the funding of $32.3 million incurred by Beacon for the initial costs
relating to the development and production of three motion pictures.  During the
nine months ended  September 30, 1996, the Company funded 100% of the production
costs of these motion pictures as the distribution and financing  agreements for
these pictures with Beacon's film  distributors and other financing  sources had
not been finalized or the payments under those  agreements are not due until the
pictures are delivered.  During October and November, 1996, the Company received
approximately  $25.2 million with respect to these production cost  expenditures
pursuant to the terms of the related distribution and financing agreements,  the
majority of which constitutes funds advanced against delivery of the films.

   The Company's  negative working capital  position  increased by $61.4 million
from December 31, 1995 to September 30, 1996. This is primarily  attributable to
an increase in short-term  debt of $70.5 million used mainly for the acquisition
of long-term assets of $54.0 million Excluding the short-term debt increase, the
working  capital  position  improved by $9.1  million  reflecting a reduction in
deferred  revenue  related  to both the  Nuggets  and the  Avalanche  due to the
completion of their respective playing seasons.

   The  Company  has  access  to  short-term  financing  and OCC has  access  to
short-term and long-term financing under their respective Credit Facilities.  In
conjunction  with the closing of the Company's  and OCC's new credit  facilities
(see Note 4 to the condensed  consolidated financial statements) the Company has
available  bank  borrowings  sufficient  to meet both its capital and  operating
requirements.

   The Company's cash requirements through the remainder of 1996 are expected to
include  (i) the  continuing  installation  by OCC of  on-demand  systems,  (ii)
funding the working capital requirements of the operating subsidiaries of Ascent
(excluding  OCC),  and (iii) the  payment of  interest  under the Ascent and OCC
Credit  Facilities.  The Company  anticipates that 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. While the Company continues to plan to finance the construction of the
new arena in Denver,  whereby the Company's equity participation will consist of
expenditures  totaling $20-$25 million, of which approximately $12.0 million has
been incurred,  any additional cash expenditures for such  participation will be
delayed  until  calendar  1997 due to continued  delays in reaching an agreement
with the City and County of Denver.  Beacon's capital  requirements with respect
to the  funding of its current  movie  productions  will be minimal  through the
remainder of 1996.

   Management of the Company  believes that available  cash and funds  available
under the Ascent Credit  Facility and the OCC Credit Facility will be sufficient
for the Company and its subsidiaries to satisfy their growth and finance working
capital requirements through the remainder of 1996.

   Pursuant to the Company's  Corporate  Agreement with COMSAT,  the Company has
agreed  not to incur any  indebtedness,  other  than that  under  Ascent's  $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. The Corporate Agreement also
provides that,  for so long as COMSAT owns at least 50% of Ascent's  outstanding
Common Stock, Ascent will utilize reasonable cash management  procedures and use
its reasonable best efforts to minimize its excess cash holdings.

   In  connection  with the  closing of the  SpectraVision  transaction,  and in
consideration of Ascent's other capital requirements, COMSAT consented to permit
Ascent to incur consolidated  indebtedness (including indebtedness of OCC) of up
to $216 million under the Corporate Agreement;  provided, that: (i) no more than
$50  million  of such  indebtedness  may  constitute  long term  debt;  and (ii)
indebtedness  in excess of $175 million may only be incurred to satisfy  funding
requirements  for 1996. Also in connection with the  SpectraVision  transaction,
Ascent  and  OCC  entered  into  a  Corporate   Agreement  (the  "OCC  Corporate
Agreement"),  pursuant to which OCC agreed, among other things, that for so long
as Ascent owns the largest  percentage (and at least 40%) of the outstanding OCC
Common  Stock,  OCC will not  incur any  indebtedness,  without  Ascent's  prior
written  consent,  other than under the OCC Credit  Facility  (and  refinancings
thereof)  and  indebtedness  incurred in the ordinary  course of business  which
together shall not exceed $100 million in the aggregate;  provided that not more
than $50 million of such  indebtedness  may  constitute  long term debt. The OCC
Corporate  Agreement  will also  provide  that,  for so long as Ascent  owns the
largest  percentage (and at least 40%) of the outstanding OCC Common Stock,  OCC
will utilize  reasonable cash management  procedures and use its reasonable best
efforts to minimize its excess cash holdings.  As a consequence,  the ability of
Ascent  and OCC to  utilize  the  Ascent  Credit  Facility  and  the OCC  Credit
Facility, respectively, will be subject to the limitations described above.

   A primary purpose of the COMSAT Corporate Agreement is, and a primary purpose
of the OCC Corporate  Agreement  will be, 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. The latter two
guidelines  are  measured  at year end.  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. COMSAT has informed Ascent
that COMSAT was in compliance  with the  short-term  debt limit at September 30,
1996,  and  expects  to be in  compliance  with  that  guideline  and the  other
guidelines, as modified, at year end 1996.

   Ascent management  believes that the $216 million aggregate limit and related
restrictions on Ascent's consolidated  indebtedness will be adequate to fund its
consolidated operations through the end of 1996. A number of factors could cause
Ascent's  funding  requirements  to  differ  materially  from  those  projected,
including,   but  not  limited  to,  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,   and  other  market
conditions. Prior to 1997, it will be necessary for Ascent to seek approval from
COMSAT to increase its debt limit,  and for OCC to seek  approval from Ascent to
increase its debt limit. As part of Ascent's 1997 operating and capital planning
process, Ascent management will request that COMSAT increase Ascent's debt limit
beginning in January 1997. There can be no assurance,  however, that COMSAT will
approve  an  increase  in  Ascent's  debt  limit.  If Ascent  were not to obtain
approval  to  increase  its debt  limit,  Ascent  would be required to reduce or
reschedule planned capital investments,  reduce cash outlays,  reduce debt, sell
assets or sell equity,  and it is highly  unlikely  that Ascent would approve an
increase in OCC's debt limit. If OCC's debt limit were not increased, OCC may be
required  to reduce or  reschedule  planned  capital  investments,  reduce  cash
outlays, reduce debt, sell assets or sell equity.

   COMSAT has also informed Ascent that if COMSAT were to fail to satisfy one or
more of the FCC guidelines as of an applicable measurement date, COMSAT would be
required to seek advance FCC approval of future  financing  activities on a case
by case basis.  If such approval  were not granted,  Ascent could be required to
reduce or reschedule planned capital  investments,  reduce cash outlays,  reduce
debt or sell assets or equity.

   Finally,  on October 18, 1996 COMSAT  announced that it intends 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.



<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

               2.1  Agreement  and Plan of Merger,  dated as of August 13, 1996,
                    by and  among On  Command  Corporation,  On  Command  Merger
                    Corporation and On Command Video Corporation.  (Incorporated
                    by reference to Exhibit 2.1 of the Registration Statement on
                    Form S-4 (File No.
                    333-10407) of On Command Corporation.)

               2.2   Acquisition Agreement, dated as of August 13, 1996, by and
                    among On Command Corporation, Ascent Entertainment Group,
                    Inc., the Official Creditors Committee for SpectraVision,
                    Inc. and certain of its subsidiaries, SpectraVision, Inc.,
                    SpectraDyne,Inc. and the other parties named therein.
                    (Incorporated by reference to Exhibit 2.2 of the
                    Registration Statement on Form S-4 (File No. 333-10407) of
                    On Command Corporation.)

               10.1 Amended and Restated  SpectraVision and Interactive Services
                    National  Agreement,  dated August 31, 1993,  by and between
                    Hyatt  Corporation  and  SpectraDyne,   Inc.   (Confidential
                    treatment  granted)  (Incorporated  by  reference to Exhibit
                    10.2 of the  Registration  Statement  on Form S-4  (File No.
                    333-10407) of On Command Corporation.)

               10.2 Amended and Restated SpectraMax  National  Agreement,  dated
                    August  31,  1993,  by and  between  Hyatt  Corporation  and
                    SpectraDyne,    Inc.   (Confidential    treatment   granted)
                    (Incorporated   by   reference   to  Exhibit   10.3  of  the
                    Registration  Statement on Form S-4 (File No.  333-10407) of
                    On Command Corporation.)

               10.3  Employment Agreement dated as of September 11, 1996 between
                    On Command Corporation and Robert M. Kavner.

               10.4  Second Amendment to Development, Production and Domestic
                    Development Agreement between Beacon Communications Corp.
                    and Sony Pictures Entertainment dated as of July 22, 1996.
                    (Confidential treatment requested).



<PAGE>


               10.5  Development, Production and Domestic Development Agreement
                    between Beacon Communications Corp. and Universal City
                    Studios, Inc. dated as of July 10, 1996.  (Confidential
                    treatment requested)

               10.6 Letter Agreement,  dated as of August 13, 1996, among Ascent
                    Entertainment Group, Inc., Ascent Network Services, Inc., On
                    Command Video  Corporation,  COMSAT  Corporation  and Hilton
                    Hotels  Corporation.  (Incorporated  by reference to Exhibit
                    10.7(c) of the Registration  Statement on Form S-4 (File No.
                    333-10407) of On Command Corporation.)

               10.7 Credit  Agreement  dated as of October 8, 1996 among  Ascent
                    Entertainment  Group,  Inc.,  the Lenders  named therein and
                    NationsBank of Texas, N.A., as the Administrative Agent.

               10.8 Credit  Agreement  dated  as of  October  8,  1996  among On
                    Command   Corporation,   the  Lenders   named   therein  and
                    NationsBank of Texas, N.A., as the Administrative Agent.

               27.0  Financial Data Schedule


          (B) Reports on Form 8-K:


              1. The Registrant  filed with the Commission on September 26, 1996
                 a Form 8-K (as  amended  by a Form 8-K/A  filed on October  17,
                 1996)  describing  (i) the  election  of Allen E. Flower to the
                 Board of Directors of the Company and (ii) anticipated  changes
                 to the Registrant's liquidity and capital resources as a result
                 of the proposed  acquisition of  SpectraVision,  Inc. and other
                 capital requirements of the Company.

              2. The Registrant  filed with the Commission on October 25, 1996 a
                 Form 8-K,  describing the acquisition of the assets and certain
                 liabilities of SpectraVision, Inc. by On Command Corporation, a
                 subsidiary of the Registrant.  Financial Statements included in
                 this Form 8-K are as follows:



                 (1) The following financial statements of SpectraVision, Inc.
                 were incorporated  by  reference  from  Amendment  No. 3 to
                 the On Command Registration  Statement on Form S-4,
                 commission file no.  333-10407, filed with the Commission  on
                 October 7, 1996:

                 Audited  Financial  Statements for the years ended December 31,
                 1995, 1994 and 1993, including:

                 Independent Auditors' Report

                 Consolidated Statements of Financial Position at December 31,
                 1995 and 1994

                 Consolidated  Statements  of  Operations  for the years ended
                 December 31,1995, 1994 and 1993

                 Consolidated Statements of Stockholders' Deficit for the years
                 ended December 31, 1995, 1994 and 1993

                 Consolidated Statements of Cash Flows for the years ended
                 December 31, 1995, 1994 and 1993

                 Notes to Consolidated Financial Statements

                 Unaudited Interim Financial Statements for the six months ended
                 June 30, 1996 and 1995

                 Condensed Consolidated Balance Sheets at June 30, 1996 and
                 December 31, 1995

                 Condensed Consolidated Statements of Operations for the six
                 months ended June 30, 1996 and 1995

                 Condensed Consolidated Statements of Cash Flows for the six
                 months ended June 30, 1996 and 1995

                 Notes to Condensed Consolidated Financial Statements

              (2) The following financial statements of OCV, were incorporated
                  by reference from Amendment No. 3 to the On Command
                  Registration Statement on Form S-4, commission file
                  no. 333-10407, filed with the Commission on October 7, 1996:

                 Audited Financial Statements for the years ended December 31,
                 1995, 1994 and 1993

                 Report of Deloitte & Touche LLP

                 Report of Ernst & Young LLP, Independent Auditors

                 Balance Sheets at December 31, 1995 and 1994

                 Statements of Income for the years ended December 31, 1995,
                 1994 and 1993

                 Statements of Stockholders' Equity for the years ended December
                 31, 1995, 1994 and 1993.

                 Statements of Cash Flows for the years ended December 31, 1995,
                 1994 and 1993

                 Notes to Financial Statements

                 Unaudited  Interim  Financial  Statements  for the six months
                 ended June 30, 1996 and 1995

                 Condensed  Consolidated  Balance Sheets at June 30, 1996 and
                 December 31, 1995

                 Condensed  Consolidated  Statements  of  Income  for the  six
                 months ended June 30, 1996 and 1995


                 Condensed Consolidated Statements of Cash Flows for the six
                 months ended June 30, 1996 and 1995

                 Notes to Condensed Consolidated Financial Statements




                                  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: November 13, 1996