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 the quarterly period ended September 30, 1998
                                
                               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 NUMBERS 33-67390; 33-67390-01; 33-81088; 
        33-81088-01; 33-81088-02; 33-93808; 33-93808-01 
                                
                  MARCUS CABLE COMPANY, L.L.C.
             MARCUS CABLE OPERATING COMPANY, L.L.C.
                MARCUS CABLE CAPITAL CORPORATION
              MARCUS CABLE CAPITAL CORPORATION II
              MARCUS CABLE CAPITAL CORPORATION III
   (Exact name of registrants as specified in their charters)
                                
               DELAWARE                 75-2775559
               DELAWARE                 75-2775557
               DELAWARE                 75-2546077
               DELAWARE                 75-2546713
               DELAWARE                 75-2599586
          (State or other             (I.R.S. Employer 
          jurisdiction of            Identification No.)
          incorporation or
          organization)

     2911 TURTLE CREEK BOULEVARD, SUITE 1300     
               DALLAS, TEXAS                                  75219-6257
          (Address of principal executive offices)             (Zip Code)
                                
                         (214) 521-7898
      (Registrants' telephone number, including area code)
                                
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.  Yes   X  No      

There is no established trading market for any of the registrants' voting 
securities. As of the date of this report, there were 1,000 shares of common 
stock of Marcus Cable Capital Corporation and 1,000 shares of common stock of 
Marcus Cable Capital Corporation III outstanding, all of which are owned by 
Marcus Cable Company, L.L.C., and 1,000 shares of common stock of Marcus Cable 
Capital Corporation II outstanding, all of which are owned by Marcus Cable 
Operating Company, L.L.C. 

<PAGE>

                  MARCUS CABLE COMPANY, L.L.C.
             MARCUS CABLE OPERATING COMPANY, L.L.C.
                MARCUS CABLE CAPITAL CORPORATION
               MARCUS CABLE CAPITAL CORPORATION II
              MARCUS CABLE CAPITAL CORPORATION III
                                
               INDEX TO QUARTERLY REPORT FORM 10-Q
                       SEPTEMBER 30, 1998
                                
<TABLE>
<CAPTION>                                
                                                                   Page No.
<S>       <C>                                                      <C>

          Definitions                                                   3-4

PART I    FINANCIAL INFORMATION

Item 1:   Financial Statements - Marcus Cable Company, L.L.C. and
          Subsidiaries

          Consolidated Balance Sheets as of September 30, 1998 
          and December 31, 1997                                           5

          Consolidated Statements of Operations for the three
          months ended September 30, 1998 and 1997                        6

          Consolidated Statements of Operations for the periods
          from April 23, 1998 to September 30, 1998; January 1,
          1998 to April 22, 1998; and the nine months ended
          September 30, 1997                                              7
               
          Consolidated Statements of Cash Flows for the periods
          from April 23, 1998 to September 30, 1998; January 1,
          1998 to April 22, 1998; and for the nine months ended
          September 30, 1997                                              8
               
          Notes to the Consolidated Financial Statements               9-14

          Consolidating Schedules                                     15-17

</TABLE>
                                
Separate financial statements of Operating as issuer of the 13 1/2%
Notes have not been presented, as the aggregate net assets, earnings
and partners' capital of Operating are substantially equivalent to
the net assets, earnings and partners' capital of the Company on a
consolidated basis.  Additionally, separate financial statements of
Capital, Capital II and Capital III have not been presented because
these entities have no operations and substantially no assets or
equity.

The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward looking statements.  Certain information
included in this Form 10-Q contains statements that are forward
looking, such as statements relating to the effects of future
regulation, future capital commitments and future acquisitions. 
Such forward-looking information involves important risks and
uncertainties that could significantly affect expected results in
the future from those expressed in any forward-looking statements
made by, or on behalf of the Company.  These risks and uncertainties
include, but are not limited to, uncertainties relating to economic
conditions, acquisitions and divestitures, government and regulatory
policies, the pricing and availability of equipment, materials,
inventories and programming, technological developments and changes
in the competitive environment in which the Company operates. 
Investors are cautioned that all forward-looking statements involve
risks and uncertainties.

                                  1
<PAGE>
<TABLE>
<CAPTION>
<S>       <C>                                                         <C>
Item 2:   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         18-27

PART II   OTHER INFORMATION

Item 1:   Legal Proceedings                                              28

Item 2:   Changes in Securities                                          28

Item 3:   Defaults Upon Senior Securities                                28

Item 4:   Submission of Matters to a Vote of Security Holders            28

Item 5:   Other Information                                              28

Item 6:   Exhibits and Reports on Form 8-K                               28

</TABLE>

                                  2
<PAGE>
<TABLE>
                            DEFINITIONS

When used herein, the following terms will have the meaning
indicated.
<CAPTION>
<S>                      <C>
      Term                        Definition                     
------------------       --------------------------------------
11 7/8% Debentures       11 7/8% Senior Debentures, due October
                         1, 2005, which are obligations of the
                         Company and Capital
13 1/2% Notes            13 1/2% Senior Subordinated Guaranteed
                         Discount Notes, due August 1, 2004,
                         which are obligations of Operating and
                         Capital II that are guaranteed by the
                         Company
14 1/4% Notes            14 1/4% Senior Discount Notes, due
                         December 15, 2005, which are obligations
                         of the Company and Capital III
1992 Cable Act           Cable Television Consumer Protection and
                         Competition Act of 1992
1996 Telecom Act         Telecommunications Act of 1996
Capital                  Marcus Cable Capital Corporation
Capital II               Marcus Cable Capital Corporation II
Capital III              Marcus Cable Capital Corporation III
Charter                  Charter Communications, Inc.
CPST                     Cable Programming Service Tier
EBITDA                   Earnings Before Interest, Taxes,
                         Depreciation and Amortization
Eunit                    Specially designated Class B units in
                         MCC granted to certain employees in past
                         periods by the general partner of MCC.
FCC                      Federal Communications Commission
Harron                   Harron Communication Corp. and certain
                         of its subsidiaries
Harron Acquisition       The July 1,1997 purchase of the Harron
                         Systems
Harron Systems           Certain cable television systems
                         purchased from Harron
Goldman Sachs            Goldman, Sachs & Co.
HFC                      Hybrid Fiber Coaxial
LIBOR                    London InterBank Offered Rate
Maryland Cable           Maryland Cable Partners, L.P.
Maryland Cable Agreement The management agreement between
                         Operating and Maryland Cable
Maryland Cable System    Cable system owned by Maryland Cable 
MCC                      Marcus Cable Company, L.P. and
                         subsidiaries
Marcus(or the "Company") Marcus Cable Company, L.L.C. and
                         subsidiaries
MCA                      Marcus Cable Associates, L.L.C.
MCOA                     Marcus Cable of Alabama, L.L.C. 
MCDM                     Marcus Cable of Delaware and Maryland,
                         L.P.
MCP                      Marcus Cable Partners, L.L.C.
MCPI                     Marcus Cable Properties, Inc., the
                         ultimate General Partner of the Company
MCPLP                    Marcus Cable Properties, L.P.

</TABLE>
                                  3
<PAGE>
<TABLE>
<CAPTION>
<S>                      <C>
MCPLLC                   Marcus Cable Properties, L.L.C.
Mountain Brook
 Acquisition             Certain cable system purchased from
                         Mountain Brook and Shelby Cable on April
                         1, 1998
Mountain Brook           Mountain Brook Cablevision, Inc.
Mountain Brook and
 Shelby Cable System     Cable television system serving the
                         Mountain Cable System Brook and Shelby
                         County area in and around Birmingham,
                         Alabama purchased from Mountain Brook
                         and Shelby Cable
Operating                Marcus Cable Operating Company, L.L.C.
Operating Divisions      MCP, MCDM, MCOA and MCA
Predecessor Period       The period from January 1, 1998 to April
                         22, 1998
Senior Credit Facility   $1,150,000,000 Credit Agreement among
                         Operating, the Company, Banque Paribas,
                         Chase Manhattan Bank, Citibank, N.A.,
                         The First National Bank of Boston,
                         Goldman Sachs, Union Bank and certain
                         other lenders referred to therein, dated
                         as of August 31, 1995, as amended
Shelby Cable             Shelby Cable, Inc.
SFAS                     Statement of Financial Accounting
                         Standards
Successor Period         The period from April 23, 1998 to
                         September 30, 1998
Systems                  Cable television systems owned by the
                         Company
Time Warner              Time Warner Entertainment Company, L.P.
                         and certain of its subsidiaries
Time Warner Exchange     Exchange of certain cable television
                         systems with Time Warner on December 1,
                         1997
Vulcan                   Vulcan Cable, Inc.
Vulcan Acquisition       The acquisition, by Vulcan, of the
                         outstanding partnership  interests in
                         MCC, MCPLP and MCPI, excluding the
                         controlling interest in MCPI

</TABLE>
                                  4
<PAGE>



                 PART I - FINANCIAL INFORMATION
<TABLE>
           MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES

                    Consolidated Balance Sheets
                          (in thousands)

<CAPTION>
                    
                               Successor(note 2) || Predecessor (note 2)
                              -------------------||-------------------- 
            Assets              September 30,    ||
                                      1998       ||
                                  (Unaudited)    ||     December 31,
                                   (note 1)      ||         1997
                              -------------------||-------------------- 
<S>                           <C>                ||<C>
Current assets:                                  ||    
  Cash and cash equivalents   $           13,741 ||$              1,607
  Accounts receivable,                           || 
    net of allowance of $1,530                   ||
    and $1,904, respectively              25,003 ||              23,935
  Prepaid expenses and other               4,045 ||               2,105
                              -------------------||-------------------- 
    Total current assets                  42,789 ||              27,647
                                                 ||                           
Property and equipment,                          ||
     net (note 3)                        740,177 ||             706,626
                                                 ||  
Other assets, net (note 4)             2,174,150 ||           1,016,195
                              -------------------||-------------------- 
                              $        2,957,116 ||$          1,750,468
                              ===================||==================== 
                                                 ||                           
Liabilities and Partners' Capital                || 
                                                 ||                           
Current liabilities:                             ||
  Current maturities of                          ||
    long-term debt            $           75,755 ||$            68,288
  Accrued liabilities (note 5)            97,637 ||             60,805
  Accrued interest                         9,561 ||              7,949
                              -------------------||------------------- 
    Total current liabilities            182,953 ||            137,042
                                                 ||          
Long-term debt (note 6)                1,329,622 ||          1,533,645
Carrying-value                                   ||
  premium (note 6)                       100,190 ||                ---
                              -------------------||------------------- 
                                       1,429,812 ||          1,533,645
                                                 ||                           
Subsidiary limited                               ||
  partner interests                          --- ||               (246)
                                                 ||                           
Partners' capital                      1,344,351 ||             80,027
                                                 ||                           
Commitments and contingencies                --- ||                ---
                              -------------------||------------------- 
                              $        2,957,116 ||$         1,750,468
                              ===================||==================== 
</TABLE>
See accompanying notes to the consolidated financial statements.

                                   5
<PAGE>
           MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
<TABLE>
               Consolidated Statements of Operations
                            (unaudited)
                          (in thousands)

<CAPTION>
                               Successor(note2)    Predecessor (note 2)
                              -------------------||--------------------                                   
                                   Three         ||      Three  
                                Months ended     ||   Months ended 
                                September 30,    ||   September 30,
                                    1998         ||       1997     
                              -------------------||--------------------
<S>                           <C>                ||<C>        
Revenues:                                        ||
  Cable services              $       127,092    ||$      123,086  
  Management fees (note 7)                 75    ||            75  
                              -------------------||--------------------
     Total revenues                   127,167    ||       123,161
                              -------------------||--------------------
                                                 ||                              
Operating expenses:                              ||
  Selling, service and                           ||
    system management	              48,580     ||        45,301 
  General and administrative          19,986     ||        18,332 
  Depreciation and                               ||
     amortization                     62,282     ||        48,921
                              -------------------||--------------------
     Total operating expenses        130,848     ||       112,554
                              -------------------||--------------------
     Operating (loss) income          (3,681)    ||        10,607
                              -------------------||--------------------
                                                 ||                              
Other expense:                                   ||                    
  Interest expense, net               34,824     ||        38,358
                              -------------------||--------------------
      Total other expense             34,824     ||        38,358
                              -------------------||--------------------
      Net loss                $      (38,505)    ||$      (27,751)
                              ===================||==================== 

</TABLE>

     See accompanying notes to the consolidated financial statements.

                                 6
<PAGE>
<TABLE>
                MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES

                   Consolidated Statements of Operations
                                (unaudited)
                              (in thousands)
<CAPTION>
                              Successor(note2)     Predecessor (note 2)                     
                              ----------------||--------------------------                                   
                                Period from   || Period from      Nine
                                April 23 to   ||  January 1,  Months ended
                                September 30, || to April 22, September 30,
                                    1998      ||     1998          1997
                              ----------------||------------  ------------                                   
<S>                           <C>             ||<C>           <C> 
Revenues:                                     ||
  Cable services              $      224,065  ||$    157,389  $   348,438
  Management fees (note 7)               131  ||         374        5,539
                              ----------------||------------  ------------ 
     Total revenues                  224,196  ||     157,763      353,977
                              ----------------||------------  ------------
                                              ||               
Operating expenses:                           ||
  Selling, service and                        ||
    system management                 86,110  ||      60,501      130,146
  General and administrative          35,030  ||      24,245       53,130
  Transaction costs (note 2)             ---  ||     114,167          ---
  Depreciation and                            ||
      amortization                   116,347  ||      64,669      138,095
                              ----------------||------------- ------------
      Total operating expenses       237,487  ||     263,582      321,371
                              ----------------||------------  ------------
      Operating (loss) income        (13,291) ||    (105,819)      32,606
                              ----------------||------------  ------------
                                              ||                              
Other (income) expense:                       ||                           
  Interest expense, net               62,361  ||      49,905      111,705
  Gain on sale of assets                 ---  ||     (43,662)         ---
                              ----------------||------------  ------------
      Total other expense             62,361  ||       6,243      111,705
                              ----------------||------------  ------------
      Net loss                $      (75,652) ||$   (112,062) $   (79,099)
                              ================||============  ============

</TABLE>

     See accompanying notes to the consolidated financial statements.

                                 7
<PAGE>
<TABLE>
                MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES

                   Consolidated Statements of Cash Flows
                                (unaudited)
                              (in thousands)
<CAPTION>
                              Successor(note 2)    Predecessor (note 2)                     
                              ----------------||--------------------------
                                Period from   || Period from      Nine
                                April 23 to   ||  January 1,  Months ended
                                September 30, || to April 22, September 30,
                                    1998	    ||     1998          1997
                              ----------------||------------  ------------
<S>                           <C>             ||<C>           <C>
Cash flows from operating                     ||
  activites:                                  ||
    Net loss	            $      (75,652) ||$   (112,062) $   (79,099)
    Adjustments to reconcile                  || 			   
     net loss to net cash                     ||
     provided by operating                    ||
     activities:                              ||
      Depreciation and                        ||
        amortization                 116,347  ||      64,669      138,095
      Accretion of discount                   ||
        on notes                      34,150  ||      23,710       50,812
      Amortization of carrying                ||
        value premium                 (7,301) ||         ---          ---
      Other non cash interest             94  ||       1,289        2,920
      Gain on sale of assets             ---  ||     (43,662)         ---
      Gain on early retirement
        of debt                         (753) ||         ---          ---
      Changes in assets and                   ||
      liabilities, net of                     ||
      working capital                         ||
      adjustments:                            ||
        Accounts                              || 
          receivable, net             (3,531) ||       1,888       (3,636)
        Prepaid expenses                      ||
          and other                     (161) ||      (1,914)         204
        Other assets                   1,666  ||      (2,371)        (186)
        Accrued liabilities          (34,804) ||     117,855        5,781
        Accrued interest               4,856  ||      (3,230)      (1,501)
                              ----------------||------------  ------------
          Net cash provided                   ||
            by operating                      ||
            activities                34,911  ||      46,172      113,390
                              ----------------||------------  ------------
                                              ||
Cash flows from investing                     ||
  activites:                                  ||
     Acquisitions of                          ||
       cable systems                     ---  ||     (57,324)     (34,551)
     Proceeds from sale of                    ||
       assets, net                   338,218  ||      64,564          ---
     Cash contributed from                    ||
       partners (note 2)           1,420,000  ||         ---          ---
     Distributions                (1,400,000) ||         ---          ---
     Additions to property                    ||
       and equipment                (113,858) ||     (66,088)    (137,671)
                              ----------------||------------  ------------
          Net cash provided                   ||
            by (used in)                      ||
            investing                         ||
            activities               244,360  ||     (58,848)    (172,222)
                              ----------------||------------  ------------
Cash flows from financing                     ||
  activites:                                  ||
      Net (repayments)                        || 
        borrowings under                      ||
        Senior Credit Facility      (262,500) ||      12,750       55,000
      Repayments of long-term                 ||
        debt                          (4,050) ||         (28)         (81)
      Payment of debt                         ||
        issuance costs                   ---  ||         ---       (1,464)
      Payment of capital                      ||
        lease obligations               (359) ||        (274)        (399)
                              ----------------||------------  ------------
           Net cash (used in)                 ||
             provided by                      ||
             financing                        || 
             activities             (266,909) ||      12,448       53,056
                              ----------------||------------  ------------
Net increase (decrease)in                     ||
  cash and cash equivalents            12,362 ||        (228)      (5,776)
Cash and cash equivalents at                  ||
  beginning of period                   1,379 ||       1,607        6,034
                              ----------------||------------  ------------
Cash and cash equivalents at                  ||
  end of period               $        13,741 ||$      1,379  $       258
                              ================||============  ============
Supplemental disclosure of                    ||
  cash flow information:                      ||
    Interest Paid             $        30,959 ||$     28,517 $     59,398 
                              ================||============  ============

</TABLE>

See accompanying notes to the consolidated financial statements.

                                  8
<PAGE>

          MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES

          Notes to the Consolidated Financial Statements
                           (Unaudited)

(1)  Summary of Significant Accounting Policies

     (a)  General

          The Company is a Delaware limited liability company,
          formerly Marcus Cable Company, L.P., which was formed as
          a Delaware limited partnership on January 17, 1990 and
          converted to a Delaware limited liability company on June
          9, 1998.  The Company was formed for the purpose of
          acquiring, operating and developing cable television
          systems.  The Company derives its primary source of
          revenues by providing various levels of cable television
          programming and services to residential and business
          customers.  The Company's operations are conducted
          through Operating, an operating holding company and a
          wholly-owned subsidiary of the Company.  Operating, in
          turn, conducts its operations through the Operating
          Divisions, in which, in the case of MCDM, it directly or
          indirectly serves as the general partner and owns a
          greater than 99.0% interest, and in the case of the other
          three Operating Divisions, it serves as the sole member
          and owns a 100% interest. 

     (b)  Basis of Presentation

          The consolidated financial statements include the
          accounts of the Company, Capital, Capital II, Capital
          III, Operating and the Operating Divisions.  All
          significant intercompany accounts and transactions have
          been eliminated in consolidation.  Certain
          reclassifications have been made to prior years'
          consolidated balances to conform to the current year
          presentation.  See also note 2 for a discussion of the
          change in accounting basis effective April 23, 1998.

     (c)  Interim Financial Information

          In the opinion of management, the accompanying unaudited
          interim consolidated financial information of the Company
          contains all adjustments, consisting only of those of a
          recurring nature, necessary to present fairly the
          Company's financial position and results of operations
          for all periods presented.  These financial statements
          are for interim periods and do not include all of the
          detail normally provided in annual financial statements
          and should be read in conjunction with the consolidated
          financial statements of MCC for the year ended December
          31, 1997, included in MCC's Annual Report on Form 10-K.

(2)  Acquisitions and Divestitures

     Combination with Charter

     On July 30, 1998, Paul G. Allen, the sole owner of Vulcan,
     announced that he has entered into an agreement to acquire
     Charter, and that he intends to integrate the operations of
     the Company and Charter.  The resulting combined entity will
     be the seventh largest cable operator in the United States,
     serving approximately 2.4 million customers.  While the timing
     and structure of such proposed integration has not been
     established, the general partner of MCPI entered into a
     management agreement on October 6, 1998 whereby Charter will 
     begin to manage the day to day operations of the Company.  In
     consideration for the management consulting services provided
     by Charter, Marcus shall pay to Charter an annual fee equal to
     3% of the gross revenues of the Systems, plus expenses.

     Vulcan Acquisition

     On April 23, 1998, Vulcan acquired all of the outstanding
     partnership interests in MCC, MCPLP and MCPI, excluding the
     controlling interest in MCPI, the ultimate general partner.

                                  9
<PAGE>

     As a result of the Vulcan Acquisition, the Company has applied
     push down accounting in the preparation of the accompanying
     financial statements.  Accordingly, the Company adjusted its
     equity as of the Vulcan Acquisition date to reflect the amount
     paid in the transaction and allocated that amount to assets
     acquired and liabilities assumed based on their relative fair
     values, as determined by management using past independent
     appraisals and general industry practices.  The excess of the
     purchase price over the fair value of MCC's tangible and
     separately identifiable intangible assets was allocated to
     franchise rights.  The total transaction was valued at
     approximately $3.2 billion and was allocated as follows (in
     thousands):

<TABLE>
              <S>                         <C>
              Franchise rights            $    2,511,391
              Property and equipment             735,832
              Noncompetition agreements            6,344
              Other assets                           719
                                          --------------
                                          $    3,254,286
                                          ==============
</TABLE>

     The transaction was funded through cash contributions of
     approximately $1.4 billion from Vulcan and the assumption of
     approximately $1.8 billion in net liabilities.

     In connection with the Vulcan Acquisition, MCC incurred
     transaction costs of approximately $114,200,000, comprised of
     approximately $90,200,000 paid to employees of MCC in
     settlement of the Eunits and approximately $24,000,000 of
     transaction fees paid to certain equity partners for
     investment banking services.  These transaction costs have
     been included in the accompanying unaudited consolidated
     statement of operations for the period from January 1, 1998 to
     April 22, 1998.  A total of $44,600,000 in reserves has  been
     established within accrued liabilities of the Company and is
     included within the franchise rights listed above in order to
     account for future costs incurred as a result of the Vulcan
     Acquisition and the recent non-strategic system divestitures.

     As a result of the Vulcan Acquisition and the application of
     push down accounting, financial information in the
     accompanying unaudited consolidated financial statements and
     notes thereto as of September 30, 1998 and for the Successor
     Period is presented on a different cost basis than the
     financial information as of December 31, 1997 and for the
     three and nine months ended September 30, 1997 and for the
     Predecessor Period, and therefore, such information is not
     comparable.

     Additionally, as a result of the Vulcan Acquisition and in
     accordance with the terms and conditions of the indentures
     (collectively, the "Indentures") governing the 13 1/2% Notes,
     the 11 7/8% Debentures and the 14 1/4% Notes, the Company and
     the issuers offered to repurchase such notes and debentures at
     a redemption price (i) in the case of the 13 1/2% Notes, of
     101% of the Accreted Value (as defined in the Indenture
     governing such notes) thereof, (ii) in the case of the 11 7/8%
     Debentures, at a redemption price of 101% of the principal
     amount thereof plus accrued but unpaid interest to the date of
     purchase and (iii) in the case of the 14 1/4% Notes, at a
     redemption price of 101% of the Accreted Value (as defined in
     the Indenture governing such notes) thereof.  On July 1, 1998,
     4,500 of the 14 1/4% Notes and 500 of the 11 7/8% Notes were
     tendered for gross tender payments of $3,472,000 and $520,000,
     respectively.  The payments resulted in a gain on the
     retirement of the debt of approximately $753,000.  The tender
     payments were funded through borrowings under the Company's
     Senior Credit Facility.

     Other Acquisitions

     On April 1, 1998, the Company completed the acquisition of the
     Mountain Brook and Shelby Cable System from Mountain Brook and
     Shelby Cable for an aggregate purchase price of $57,300,000. 
     The communities served by this system are adjacent to the
     Company's existing systems in the suburban Birmingham, Alabama
     area.  As of the date of the acquisition, this system served
     approximately 23,000 basic customers.  The purchase was
     financed with funds received from the sale of the Delaware and
     Maryland cable systems discussed below.  The acquisition was
     accounted for as a purchase, and accordingly, the purchase
     price was allocated to tangible and intangible assets based on
     estimated fair values at the acquisition date.  The excess 

                                  10
<PAGE>

     of the cost of the assets acquired over the amounts assigned to
     net tangible assets at the date of the acquisition was
     approximately $44,400,000 and is included in franchise costs.

     Divestitures

     On September 30, 1998, the Company completed the sale of its
     cable television systems located in Illinois to Triax Midwest
     Associates, L.P. for a sales price of approximately
     $58,000,000.  As of the date of the sale, the systems served
     approximately 32,500 customers.

     On August 31, 1998, the Company completed the sale of its
     cable television systems located in Connecticut and Virginia
     to TMC Holdings, Inc., an affiliate of Adelphia Communications
     Corporation, for a sales price of approximately $150,000,000. 
     As of the date of the sale, the systems served approximately
     63,500 customers.

     On July 31, 1998, the Company completed the sale of its cable
     television systems located in Mississippi, Louisiana, Texas
     Panhandle and Oklahoma to Cable One, Inc. for a sales price of
     approximately  $129,500,000.  As of the date of the sale, the
     systems served approximately 72,000 customers.

     On April 1, 1998, the Company completed the sale of its cable
     television systems located in Delaware and Maryland to an
     affiliate of Comcast Corporation for a sales price of
     approximately  $65,500,000.  As of the date of the sale, the
     systems served approximately 26,500 customers.

     No gains or losses were recognized on the sale of the non-strategic 
     systems divested after the Vulcan Acquisition since
     the current market value for the non-strategic systems was
     reflected in the $3.2 billion purchase price paid by Vulcan
     for its interest in the Company.

     Pro Forma Financial Information

     Unaudited pro forma financial information for the periods from
     April 23, 1998 to September 30, 1998 and January 1, 1998 to
     April 22, 1998 and for the nine month period ended September
     30, 1997 as though all acquisitions and divestitures completed
     during the period from January 1, 1997 through September 30,
     1998 had occurred at January 1, 1997 follows (in thousands):

<TABLE>
<CAPTION>
                                 Successor              Predecessor
                              ----------------  ---------------------------
                               April 23 to        January 1,  January 1, to
                               September 30,    to April 22,  September 30,
                                   1998              1998          1997
                              ----------------  ---------------------------
      <S>                     <C>               <C>           <C> 
      Revenue                 $      200,255    $    139,308  $   311,726
      Operating (loss) income        (19,199)        (13,147)       1,937
      Net loss                       (82,937)        (57,487)     (97,388)

</TABLE>


     The pro forma financial information has been prepared for
     comparative purposes only and does not purport to indicate the
     results of operations which would actually have occurred had
     the acquisitions and divestitures been made at the beginning
     of the period indicated, or which may occur in the future.

                                  11
<PAGE>


(3)  Property and Equipment

     Property and equipment consists of the following (in
     thousands):

<TABLE>
<CAPTION>
                                          September  30,    December 31,   
                                               1998             1997
                                          --------------    ------------
                                           (Successor)	(Predecessor)
            <S>                           <C>               <C> 
            Cable systems                 $      735,154    $    878,721
            Vehicles and other                    30,659          37,943
            Land and buildings                    13,666          17,271
                                          --------------    ------------
                                                 779,479         933,935
            Accumulated depreciation             (39,302)       (227,309)
                                          --------------    ------------
                                          $      740,177    $    706,626
                                          ==============	============
</TABLE>

(4)  Other Assets

     Other assets consist of the following (in thousands):
<TABLE>
<CAPTION>

                                          September  30,    December 31,   
                                               1998              1997
                                          --------------    ------------
                                           (Successor)      (Predecessor)
      <S>                                 <C>               <C> 
      Franchise rights                    $    2,239,315    $  1,209,725
      Debt issuance costs                            ---          45,225
      Going concern value of acquired
        cable systems                                ---          37,274
      Noncompetition agreements                    4,843          25,914
      Other                                        1,014           1,090
                                          --------------    ------------
                                               2,245,172       1,319,228
      Accumulated amortization                   (71,022)       (303,033)
                                          --------------    ------------
                                          $    2,174,150    $  1,016,195
                                          ==============	============
</TABLE>

(5)  Accrued Liabilities

     Accrued liabilities consist of the following (in thousands):

<TABLE>
<CAPTION>
                                          September  30,    December 31,   
                                               1998              1997
                                          --------------    ------------
                                            (Successor)	(Predecessor)
            <S>                           <C>               <C>
            Accrued transaction costs     $       42,633    $        ---
            Accrued operating costs               28,437          27,923
            Accrued programming costs             10,174           9,704
            Accrued franchise fees                 7,175          10,131
            Accrued property taxes                 4,028           5,125
            Other accrued liabilities              5,190           7,922
                                          --------------    ------------
                                          $       97,637    $     60,805
                                          ==============    ============
</TABLE>
                                  12
<PAGE>


The accrued transaction costs of $42.6 million represents the
amount remaining of the $44,600,000 in reserves which were
established in order to account for future costs incurred as a
result of the Vulcan Acquisition and the recent non-strategic
system divestitures.

(6)  Long-term Debt and Carrying Value Premium

     The Company had outstanding borrowings and a carrying value
     premium as follows (in thousands):

<TABLE>
<CAPTION>
                                          September  30,    December 31,   
                                               1998             1997
                                          --------------    ------------
                                            (Successor)     (Predecessor)
      <S>                                 <C>               <C>
      At historical carrying amounts:
        Senior Credit Facility            $      700,000    $    949,750
        13 1/2% Senior Subordinated 
          Discount Notes, due
          August 1, 2004                         370,991         336,304
        14 1/4% Senior Discount  
          Notes, due December 15, 2004           233,116         213,372
        11 7/8% Senior Debentures, due  
          December 15, 2004                       99,500         100,000
        Capital leases and other notes             1,770           2,507
                                          --------------    ------------
                                               1,405,377       1,601,933
        Less current maturities                   75,755          68,288
                                          --------------    ------------
                                               1,329,622       1,533,645
        Carrying value premium                   100,190             ---
                                          --------------    ------------
                                          $    1,429,812    $  1,533,645
                                          ==============	============
</TABLE>


     In conjunction with the Vulcan Acquisition and in accordance
     with push down accounting, the Company was required to record
     its outstanding debt at its estimated fair value.  As a
     result, the Company recognized a carrying value premium
     (estimated fair market value less historical carrying amount)
     of approximately $108,292,000 as of the date of the Vulcan
     Acquisition.  The carrying value premium is being amortized to
     interest expense over the estimated remaining lives of the
     related indebtedness using the interest method.

     Amounts outstanding under the Senior Credit Facility bear
     interest at either the (i) Eurodollar rate, (ii) prime rate or
     (iii) CD base rate or Federal Funds rate, plus a margin of up
     to 2.25% subject to certain adjustments based on the ratio of
     Operating's total debt to annualized operating cash flow, as
     defined.  At September 30, 1998, borrowings under the Senior
     Credit Facility bore interest at rates ranging from 7.01% to
     8.88% under the Eurodollar and prime rate options.  The
     Company pays a commitment fee ranging from .250% to .375% on
     the unused commitment under the Senior Credit Facility.

     To reduce the impact of changes in interest rates on its
     floating rate long-term debt, the Company has entered into
     certain interest rate swap agreements with certain of the
     participating banks under the Senior Credit Facility.  At
     September 30, 1998, interest rate swap agreements covering a
     notional balance of $400,000,000 were outstanding which
     require the Company to pay fixed rates ranging from 5.30% to
     5.77%, plus the applicable interest rate margin.  These
     agreements mature from 1998 through 2002, and allow for the
     optional extension by the counterparty for additional periods
     and certain of the agreements provide for the automatic
     termination in the event that one month LIBOR exceeds 6.75% on
     any monthly reset date.  The Company has also entered into an
     interest rate swap agreement covering an aggregate notional
     principal amount of $100,000,000 which matures in the year
     2000 whereby the Company receives one month LIBOR plus 0.07%
     and is required to pay the higher of one month LIBOR at either
     the beginning or end of the interest period, plus the
     applicable interest rate margin.

     As interest rates change under the interest rate swap
     agreements, the differential to be paid or received is
     recognized as an adjustment to interest expense.  During the
     period from January 1, 1998 to April 22, 1998 and for the
     period from April 23, 1998 to September 30, 1998, the Company
     recognized additional interest expense of approximately
     $23,000 and $108,000, respectively, under its interest rate
     swap agreements.  During the three months ended September 30,
     1997, the Company recognized an interest benefit of

                                  13
<PAGE>

     approximately $20,600 and during the nine months ended
     September 30, 1997, the Company recognized additional interest
     expense of approximately $566,400 under its interest rate swap
     agreements. 

     On October 16, 1998, Operating entered into an agreement to
     amend its Senior Credit Facility.  The amendment provides for,
     among other items, a reduction in the permitted leverage and
     cash flow ratios, a reduction in the interest rate charge
     under the Senior Credit Facility and a change in the
     restriction related to the use of cash proceeds from asset
     sales to allow such proceeds to be used to redeem the 11 7/8%
     Senior Debentures.

     On November 11, 1998, the trustee of the 11 7/8% Senior Debentures
     submitted a notice of redemption to the holders of the 11 7/8%
     Senior Debentures stating that the Company intends to redeem
     the the 11 7/8% Senior Debentures at 105.9% of the face value 
     plus accrued interest on December 11, 1998 for all holders 
     on record as of November 5, 1998.
     
(7)  Related Party Transactions

     Prior to the consummation of the Vulcan Acquisition,
     affiliates of Goldman Sachs owned limited partnership
     interests in MCC.  Maryland Cable, which is controlled by an
     affiliate of Goldman Sachs, owned the Maryland Cable System. 
     Operating managed the Maryland Cable System under the Maryland
     Cable Agreement.  Pursuant to such agreement, Operating earned
     a management fee equal to 4.7% of the revenues of Maryland
     Cable.

     Effective January 31, 1997, the Maryland Cable System was sold
     to Jones Communications of Maryland, Inc.  Pursuant to the
     Maryland Cable Agreement, Operating recognized incentive
     management fees of $280,000 during the nine months ended
     September 30, 1998 and $5,069,000 during the nine months ended
     September 30, 1997, respectively, in conjunction with the
     sale.  Although Operating is no longer involved in the active
     management of the Maryland Cable System, Operating has entered
     into an agreement with Maryland Cable to oversee the
     activities, if any, of Maryland Cable through the liquidation
     of the partnership.  Pursuant to such agreement, Operating
     earns a nominal monthly fee.  Including the incentive
     management fees noted above, during the period from January 1,
     1998 to April 22, 1998 and for the period from April 23, 1998
     to September 30, 1998, Operating earned total management fees
     of approximately $374,000 and $131,000, respectively.  During
     the three and nine month periods ended September 30, 1997,
     Operating earned total management fees of $75,000 and
     $5,539,000, respectively.

     In connection with the Vulcan Acquisition, certain equity
     partners were paid approximately $24,000,000 for investment
     banking services.

(8)  Comprehensive Income

     In June 1997, SFAS No. 130, Reporting Comprehensive Income,
     was issued.  SFAS No. 130 establishes standards for reporting
     and displaying comprehensive income and its components in an
     annual financial statement that is displayed with the same
     prominence as other annual financial statements. 
     Reclassification of financial statements for earlier periods,
     provided for comparative purposes, is required.  The statement
     also requires the accumulated balance of other comprehensive
     income to be displayed separately from retained earnings and
     additional paid-in capital in the equity section of the
     statement of financial position.  SFAS No. 130 is effective
     for fiscal years beginning after December 15, 1997.  There are
     no differences between comprehensive loss and actual net loss
     on the Company's financial statements. 

                                  14
<PAGE>

(9) Financial Information
<TABLE>
                                                            MARCUS CABLE COMPANY, L.L.C.  AND SUBSIDIARIES

                                                          Consolidating Schedule - Balance Sheet Information

                                                                      As of September 30, 1998
                                                                            (unaudited)
                                                                           (in thousands)

                                                                               ASSETS
<CAPTION>


                              Combined 
                              Operating  Capital              Elimin-     Operating          Capital              Elimin-
                              Divisions     II   Operating    ations    Consolidated Capital   III     Company    ations     Company
<S>                           <C>        <C>     <C>        <C>         <C>          <C>     <C>     <C>       <C>         <C>
Current assets:
   Cash and cash equivalents      5,614       1      7,282         ---       12,897       1       1        842        ---     13,741
   Accounts receivable, net      20,638     ---      8,013      (3,648)      25,003     ---     ---        ---        ---     25,003
   Prepaid expenses and other     3,454     ---        591         ---        4,045     ---     ---        ---        ---      4,045
                              ---------   -----  ---------   ---------    ---------   -----   -----  ---------  ---------  ---------
      Total current assets       29,706       1     15,886      (3,648)      41,945       1       1        842        ---     42,789

Property and equipment, net     729,786     ---     10,391         ---      740,177     ---     ---        ---        ---    740,177
Other assets, net             2,174,927     ---  1,654,789  (1,621,827)   2,207,889     ---     ---    356,163   (389,902) 2,174,150
Investment in subsidiaries          ---     ---  1,231,848  (1,231,848)         ---     ---     ---  1,415,593 (1,415,593)       ---
                              ---------   -----  ---------   ---------    ---------   -----   -----  ---------  ---------  ---------
      Total assets            2,934,419       1  2,912,914  (2,857,323)   2,990,011       1       1  1,772,598 (1,805 495) 2,957,116
                              =========   =====  =========   =========    =========   =====   =====  =========  =========  =========


                                                               LIABILITIES AND PARTNERS' CAPITAL


Current liabilities:
   Current maturities of
     long-term debt                 161     ---     75,594         ---       75,755     ---     ---        ---        ---     75,755
   Accrued liabilities          189,713     ---    377,908    (112,924)     454,697     ---     ---     32,842   (389,902)    97,637
   Accrued interest               9,561     ---      3,648      (9,561)       3,648     ---     ---      5,913        ---      9,561
                              ---------   -----  ---------   ---------    ---------   -----   -----  ---------  ---------  ---------
     Total current liabilities  199,435     ---    457,150    (122,485)     534,100     ---     ---     38,755   (389,902)   182,953

Long-term debt                1,402,947     ---    996,859  (1,402,800)     997,006     ---     ---    332,616        ---  1,329,622
Carrying value premium          100,190     ---     43,314    (100,190)      43,314     ---     ---     56,876        ---    100,190
                              ---------   -----  ---------   ---------    ---------   -----   -----  ---------  ---------  ---------
                              1,503,137     ---  1,040,173  (1,502,990)   1,040,320     ---     ---    389,492        ---  1,429,812

Partners' capital             1,231,847       1  1,415,591  (1,231,848)   1,415,591       1       1  1,344,351 (1,415,593) 1,344,351
                              ---------   -----  ---------   ---------    ---------   -----   -----  ---------  ---------  ---------
      Total liabilities and
        partners' capital     2,934,419       1  2,912,914  (2,857,323)   2,990,011       1       1  1,772,598 (1,805,495) 2,957,116
                              =========   =====  =========   =========    =========   =====   =====  =========  =========  =========

                                                                           15                                            (continued)
</TABLE>

<PAGE>

<TABLE>
                                                         MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES

                                                Consolidating Schedule - Statement of Operations Information
 
                                                                          Sucessor

                                                  For the period from April 23, 1998 to September 30, 1998
                                                                         (unaudited)
                                                                        (in thousands)
<CAPTION>



                                      Combined                                Operating
                                     Operating   Capital           Elimin-     Consol-          Capital          Elimin-
                                     Divisions     II    Operating ations      idated   Capital   III     MCC    ations  Company
<S>                                  <C>         <C>     <C>       <C>        <C>       <C>     <C>    <C>      <C>      <C>
Revenues:
  Cable services                       224,065      ---       ---      ---    224,065      ---     ---     ---      ---   224,065
  Management fees                          ---      ---       131      ---        131      ---     ---     ---      ---       131
                                     ---------   ------   -------   ------    -------   ------  ------  ------   ------   -------
           Total revenues              224,065      ---       131      ---    224,196      ---     ---     ---      ---   224,196
                                     ---------   ------   -------   ------    -------   ------  ------  ------   ------   -------
Operating expenses:
  Selling, service and 
     system management                  84,941      ---     1,169      ---     86,110      ---     ---     ---      ---    86,110
  General and administrative            28,675      ---     6,355      ---     35,030      ---     ---     ---      ---    35,030
  Allocated corporate costs              8,270      ---    (8,270)     ---        ---      ---     ---     ---      ---       ---
  Depreciation and amortization        115,604      ---       743      ---    116,347      ---     ---     ---      ---   116,347
                                     ---------   ------   -------   ------    -------   ------  ------  ------   ------   -------
           Total operating expenses    237,490      ---        (3)     ---    237,487      ---     ---     ---      ---   237,487
                                     ---------   ------   -------   ------    -------   ------  ------  ------   ------   -------
           Operating income (loss)     (13,425)     ---       134      ---    (13,291)     ---     ---     ---      ---   (13,291)

Other (income) expense:
  Interest (income) expense, net        63,801      ---   (15,634)     ---     48,167      ---     ---  14,194      ---    62,361
  Equity (income) loss 
     of subsidiaries                       ---      ---    77,226  (77,226)       ---      ---     ---  61,458  (61,458)      ---
                                     ---------   ------   -------   ------    -------   ------  ------  ------   ------   -------
                                        63,801      ---    61,592  (77,226)    48,167      ---     ---  75,652  (61,458)   62,361
                                     ---------   ------   -------   ------    -------   ------  ------  ------   ------   -------
           Net loss                    (77,226)     ---   (61,458)  77,226    (61,458)     ---     --- (75,652)  61,458   (75,652)
                                     =========   ======   =======   ======    =======   ======  ======  ======   ======   =======




                                                                          16                                            (continued)
</TABLE>

<PAGE>

<TABLE>
                                                         MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES

                                                Consolidating Schedule - Statement of Operations Information
 
                                                                         Predecessor

                                                    For the period from January 1, 1998 to April 22, 1998
                                                                         (unaudited)
                                                                        (in thousands)
<CAPTION>


                                      Combined                              Operating
                                     Operating   Capital           Elimin-    Consol-          Capital          Elimin-
                                     Divisions     II   Operating  ations     idated   Capital   III     MCC    ations  Company
<S>                                  <C>         <C>    <C>        <C>      <C>        <C>     <C>    <C>      <C>      <C> 
Revenues:
  Cable services                       157,389      ---      ---      ---     157,389     ---     ---      ---     ---   157,389
  Management fees                          ---      ---      374      ---         374     ---     ---      ---     ---       374
                                     ---------   ------  -------   ------    --------  ------  ------  -------  ------   -------
           Total revenues              157,389      ---      374      ---     157,763     ---     ---      ---     ---   157,763
                                     ---------   ------  -------   ------    --------  ------  ------  -------  ------   -------
Operating expenses:
  Selling, service and 
     system management                  59,671      ---      830      ---      60,501     ---     ---      ---     ---    60,501
  General and administrative            19,560      ---    4,685      ---      24,245     ---     ---      ---     ---    24,245
  Allocated corporate costs              5,778      ---   (5,778)     ---         ---     ---     ---      ---     ---       ---
  Transaction costs                        ---      ---  114,167      ---     114,167     ---     ---      ---     ---   114,167
  Depreciation and amortization         64,147      ---      522      ---      64,669     ---     ---      ---     ---    64,669
                                     ---------   ------  -------   ------    --------  ------  ------  -------  ------   -------
           Total operating expenses    149,156      ---  114,426      ---     263,582     ---     ---      ---     ---   263,582
                                     ---------   ------  -------   ------    --------  ------  ------  -------  ------   -------
           Operating income(loss)        8,233      --- (114,052)     ---    (105,819)    ---     ---      ---     ---  (105,819)

Other (income) expense:
  Interest (income) expense, net        50,492      ---  (14,010)     ---      36,482     ---     ---   13,423     ---    49,905
  Gain on sale of assets               (43,662)     ---      ---      ---     (43,662)    ---     ---      ---     ---   (43,662)
  Equity (income) loss 
     of subsidiaries                       ---      ---   (1,403)   1,403         ---     ---     ---   98,639 (98,639)      ---
                                     ---------   ------  -------   ------    --------  ------  ------  -------  ------   -------
                                         6,830      ---  (15,413)   1,403      (7,180)    ---     ---  112,062 (98,639)    6,243
                                     ---------   ------  -------   ------    --------  ------  ------  -------  ------   -------
           Net income(loss)              1,403      ---  (98,639)  (1,403)    (98,639)    ---     --- (112,062) 98,639  (112,062)
                                     =========   ======  =======   ======    ========  ======  ======  =======  ======   =======

                                                                            17

</TABLE>

<PAGE>

                             ITEM 2.

               Management's Discussion and Analysis
        of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the
attached unaudited consolidated financial statements and notes
thereto, and with the Company's audited consolidated financial
statements and notes thereto for the fiscal year ended December 31,
1997, included in the Company's Annual Report on Form 10-K. 

GENERAL 

The Company has followed a systematic approach in acquiring,
operating and developing cable television systems based on the
principle of increasing operating cash flow while maintaining a
high quality standard of service.  The Company's acquisition
strategy focuses on cable television systems in proximity to its
existing systems or of sufficient size to serve as cores for new
operating regions.  The Company believes that increasing its
operating scale through strategic acquisitions, as well as through
internal growth, enhances its ability to reduce the rate of
increase in programming costs, develop new technologies, offer new
services and improve operating margins, and thus improve its long-term
competitiveness.

In continuing to implement the Company's acquisition strategy, the
Company acquired the Mountain Brook and Shelby Cable System in
April of 1998.  The Mountain Brook and Shelby Cable System serves
approximately 23,000 customers from a single headend through a 550
MHz HFC architecture.  This system serves the two broader areas of
Mountain Brook and northern Shelby County, which are adjacent to
the Company's existing systems in the Birmingham, Alabama market. 
The Company intends to interconnect this system with its existing
HFC networks and fully integrate the operations of this system with
its existing operations in the Birmingham area.  Funding for the
$57.3 million purchase was provided through the proceeds received
from the divestiture of the cable television systems located in
Delaware and Maryland.  

During the third quarter of 1998, the Company completed
divestitures of certain non-strategic cable systems.  After the
sale of these non-strategic systems, the Company owns and operates
six core groups of cable systems.  See the discussion concerning
system divestitures in note 2 to the unaudited consolidated
financial statements.


LIQUIDITY AND CAPITAL RESOURCES

The Company has grown significantly over the past several years
through acquisitions as well as through upgrading, extending and
rebuilding its existing cable television systems.  Since expansion
by means of these methods is capital intensive, the Company has
relied upon various sources of financing to meet its funding needs. 
These sources have included contributions from equity investors,
borrowings under various debt instruments and positive cash flows
from operations.

Uses of Cash

As part of the ongoing business strategy, the Company has invested,
and will continue to invest, significant amounts of capital
rebuilding and upgrading its cable systems so that by the end of
1999, 84% of the existing systems will have a bandwidth of between
550 MHz and 862 MHz.  This program should enable the Company to
deliver technological innovations to its customers as such services
become commercially viable.  As part of this program, certain
systems, such as those serving the areas in and around Ft.
Worth/Tarrant County (Texas), Glendale/Burbank (California) and
suburban Birmingham (Alabama) together with selected systems in
Wisconsin, Indiana, Tennessee and other states in which the Company
operates cable systems, are being upgraded to 750 MHz or 862 MHz
with two-way communication capabilities.

A significant use of capital in 1998 has been to finance the
planned system upgrades, rebuilds and extensions and the purchase
of digital and data distribution equipment and home terminal
devices for use in customers' homes.  Capital expenditures are
expected to approximate $218,097,000 (or approximately $200 per
customer) in 1998.  The Company expects to fund these capital
expenditures through cash generated from operations and available
borrowings under 

                                  18
<PAGE>

the Senior Credit Facility.  During the period
from January 1, 1998 to April 22, 1998 and for the period from
April 23, 1998 to September 30, 1998, the Company made capital
expenditures of approximately $66,362,000 and $114,217,000,
respectively. 

Cash interest is payable monthly, quarterly and semiannually on
borrowings outstanding under the Company's Senior Credit Facility
and the 11 % Debentures.  No cash interest is payable on the 13 1/2%
Notes until February 1, 2000 and no cash interest is payable on the
14 1/4% Notes until December 15, 2000.  Maturities of long-term debt
approximate $526,915,000 over the next five years.  The Company
expects to cover both interest and principal payments on its long-term
obligations through internally generated funds, borrowings
under the Senior Credit Facility, or the future issuance of public
or private equity or debt.  Although in the past the Company has
been able to obtain financing through  equity investments, debt
issuances and bank borrowings, there can be no assurance that the
capital resources necessary to accomplish the Company's business
strategy will be available, or that the terms will be favorable to
the Company.

During the period from January 1, 1998 to April 22, 1998 and for
the period from April 23, 1998 to September 30, 1998, the Company
made gross payments of approximately $16,278,000 and $329,558,000,
respectively, on the Senior Credit Facility and other long-term
debt.

As a result of the Vulcan Acquisition and in accordance with the
terms and conditions of the indentures (collectively, the
"Indentures") governing the 13 1/2% Notes, the 11 7/8% Debentures and
the 14 1/4% Notes, the Company and the issuers offered to
repurchase such notes and debentures at a redemption price (i) in
the case of the 13 1/2% Notes, of 101% of the Accreted Value (as
defined in the Indenture governing such notes) thereof, (ii) in the
case of the 11 7/8% Debentures, at a redemption price of 101% of
the principal amount thereof plus accrued but unpaid interest to
the date of purchase and (iii) in the case of the 14 1/4% Notes, at
a redemption price of 101% of the Accreted Value (as defined in the
Indenture governing such notes) thereof.  On July 1, 1998, 4,500 of
the 14 1/4% Notes and 500 of the 11 7/8% Notes were tendered for
gross tender payments of $3,472,000 and $520,000, respectively. 
The payments resulted in a gain on the retirement of the debt of
approximately $753,000.  The tender payments were funded through
borrowings under the Company's Senior Credit Facility.

On October 16, 1998, Operating entered into an agreement to amend
its Senior Credit Facility.  The amendment provides for, among
other items, a reduction in the permitted leverage and cash flow
ratios, a reduction in the interest rate charge under the Senior
Credit Facility and a change in the restriction related to the use
of cash proceeds from asset sales to allow such proceeds to be used
to redeem the 11 7/8% Senior Debentures.

On November 11, 1998, the trustee of the 11 7/8% Senior Debentures
submitted a notice of redemption to the holders of the 11 7/8%
Senior Debentures stating that the Company intends to redeem
the the 11 7/8% Senior Debentures at 105.9% of the face value 
plus accrued interest on December 11, 1998 for all holders 
on record as of November 5, 1998.

Sources of Cash

The Company generated cash flows from operating activities of
$46,172,000 and $34,911,000 during the period from January 1, 1998
to April 22, 1998 and for the period from April 23, 1998 to
September 30,1998, respectively.  During the period from January 1,
1998 to April 22, 1998 and for the period from April 23, 1998 to
September 30,1998, the Company borrowed $29,000,000 and
$67,000,000, respectively, under the Senior Credit Facility.  Cash
flows from operating activities, funding from equity contributions
and borrowings have been sufficient to meet the Company's debt
service, working capital and capital expenditure requirements.  The
Company has an additional $356,059,000 of borrowing capacity under
its Revolving Credit Facility after considering committed lines of
credit of $3,941,000. 

                                  19
<PAGE>

RESULTS OF OPERATIONS 

The comparability of operating results between the three and nine
months ended September 30, 1998 and the corresponding periods for
1997 are affected by several events which occurred during 1997 and
1998 (collectively referred to as the "Pro Forma Adjustments"). 
These events include 1) the addition of approximately 14,000 net
basic customers in Wisconsin and Indiana through the Time Warner
Exchange on December 1, 1997; 2) the sale of the previously managed
Maryland Cable System on January 31, 1997; 3) the sale of the
Delaware and Maryland systems on April 1, 1998; 4) the Mountain
Brook Acquisition on April 1, 1998; 5) the Vulcan Acquisition on
April 23, 1998; 6) the sale of the Mississippi, Louisiana, Texas
Panhandle and Oklahoma systems on July 31, 1998; 7) the sale of the
Connecticut and Virginia systems on August 31, 1998; and 8) the
sale of the Illinois systems on September 30, 1998.

The following table summarizes the operating results for the three
and nine months ended September 30, 1998 in comparison to the same
periods in 1997, combining the 1998 results for the Predecessor
Period (January 1 through April 22) with the Successor Period
(April 23 though September 30).  The most significant impact of the
Vulcan Acquisition on the operating results was the $114.2 million
of transaction costs, as previously explained in note 2 to the
unaudited consolidated financial statements, a decrease of
approximately $7,301,000 in interest expense, due to the
amortization of the carrying value premium, and an increase of
approximately $27,176,000 in depreciation and amortization expense,
due to an increase in the carrying value of the assets.  Specific
trends addressed within the discussion of operating results will
refer to the combined results as presented in this table (in
thousands):

<TABLE>
<CAPTION>
                    
                             Three months ended	     Nine months ended
                                September 30,          September 30,
                            --------------------    --------------------
                               1998	      1997	      1998        1997
                            ---------  ---------    ---------  ---------
<S>                         <C>        <C>          <C>        <C>
Revenues:
      Cable services        $ 127,092  $ 123,086    $ 381,454  $ 348,438
      Management fees              75         75          505      5,539
                            ---------  ---------    ---------  ---------
        Total revenues        127,167    123,161      381,959    353,977
                            ---------  ---------    ---------  ---------
Operating expenses:                               
      Selling, service and
        system management      48,580     45,301      146,611    130,146
      General and 
        administrative         19,986     18,332       59,275     53,130
      Transaction costs           ---        ---      114,167        ---
      Depreciation and
        amortization           62,282     48,921      181,016    138,095
                            ---------  ---------    ---------  ---------
        Total operating
            expenses          130,848    112,554      501,069    321,371
                            ---------  ---------    ---------  ---------
        Operating 
            income (loss)      (3,681)    10,607     (119,110)    32,606
                            ---------  ---------    ---------  ---------
Other (income) expenses:                                    
       Interest expense, net	 34,824     38,358      112,266    111,705
       Gain on sale 
         of assets                ---        ---      (43,662)       ---
                            ---------  ---------    ---------  ---------
        Total other
          expense              34,824     38,358       68,604    111,705
                            ---------  ---------    ---------  ---------
        Net loss            $ (38,505) $ (27,751)   $(187,714) $ (79,099)
                            =========  =========    =========  =========
</TABLE>

The Company generates the majority of its revenues from monthly
customer fees for basic and premium services, installation income
and other ancillary services (such as the rental of home terminal
devices).  Additional revenues are generated from pay-per-view
programming, the sale of advertising spots and sales commissions
from home shopping networks.  Revenues were also generated from
fees earned in conjunction with the sale of and the management of
Maryland Cable.  

Selling, service and system management expenses consist primarily
of labor costs and other expenses associated with programming,
marketing, engineering and plant maintenance and advertising. 
General and administrative costs consist primarily of salaries for
administrative personnel, customer billing costs, bad debt expense,
property taxes and copyright fees. 

                                  20
<PAGE>


Transaction costs of $114,167,000 consist of approximately
$90,200,000 paid in settlement of the Eunits and approximately
$24,000,000 paid to certain equity partners for investment banking
services.

The gain on the divestiture of cable system pertains to the gain
recognized on the sale of the Company's Delaware and Maryland
properties on April 1, 1998.  No gains or losses were recognized on
the sale of the non-strategic systems divested after the Vulcan
Acquisition since the current market value for the non-strategic
systems was reflected in the $3.2 billion purchase price paid by
Vulcan for its interest in the Company.

THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED WITH THREE MONTHS
ENDED SEPTEMBER 30, 1997

Revenues

Revenues of $127,167,000 for the three months ended September 30,
1998 increased $4,006,000, or 3.3%, over revenues of $123,161,000
for the three months ended September 30, 1997.  The increase was
primarily attributable to growth in basic service revenue,
equipment sales and rentals, advertising sales revenue and pay-per-view
movies and events revenue.  These increases were offset by
decreases in premium service revenue.  Normalizing the effects of
the Pro Forma Adjustments, pro forma revenue of $117,575,000
increased $8,670,000, or 8.0%, for the three months ended September
30, 1998, versus the comparable period in 1997.

Basic service revenue of $95,570,000 for the three months ended
September 30, 1998 increased $4,096,000, or 4.5%, over basic
service revenue of $91,474,000 for the three months ended September
30, 1997.  The increase primarily reflects the impact of new
product offerings, channel additions, mid-year rate adjustments and
increases in the number of basic customers.  Normalizing the
effects of the Pro Forma Adjustments, pro forma basic service
revenues increased $7,562,000, or 9.3%, for the three months ended
September 30, 1998, versus the comparable period in 1997.

Equipment sales and rentals of $5,715,000 for the three months
ended September 30, 1998 increased $924,000, or 19.3%, from
$4,791,000 for the three months ended September 30, 1997.  The
increase was primarily due to the deployment of addressable
converters, including advanced analog home terminal devices, in
conjunction with the system upgrades and rebuilds.  Normalizing the
effects of the Pro Forma Adjustments, pro forma equipment sales and
rentals increased $1,113,000, or 25.9%, for the three months ended
September 30, 1998, versus the comparable period in 1997.

Advertising revenue of $5,183,000 for the three months ended
September 30, 1998 increased $919,000, or 21.6%,from $4,264,000 for
the three months ended September 30, 1997.  The positive trend in
advertising sales is primarily the result of increases in the
number of insertable channels, improved channel utilization through
the installation of digital insertion equipment and greater market
demand.  Normalizing the effects of the Pro Forma Adjustments, pro
forma advertising revenue increased $972,000, or 25.5%, for the
three months ended September 30, 1998, versus the comparable period
in 1997.

Pay-per-view revenue of $2,541,000 for the three months ended
September 30, 1998 increased $685,000, or 36.9%, from $1,856,000
for the three months ended September 30, 1997.  The increase was
primarily due to the deployment of advanced analog home terminal
devices, which have increased the availability of pay-per-view
products.  Normalizing the effects of the Pro Forma Adjustments,
pro forma pay-per-view revenue increased $648,000, or 37.9%, for
the three months ended September 30, 1998, versus the comparable
period in 1997.

Premium service revenue of $12,183,000 for the three months ended
September 30, 1998 decreased $2,826,000, or 18.8%, from $15,009,000
for the three months ended September 30, 1997.  The decrease was
primarily the result of continued losses in premium units, mainly
caused by the migration of approximately 71,000 Disney units from
a premium to a basic service and the loss of approximately 31,000
units of The Movie Channel that are now being packaged with
Showtime.  See discussion in the "Customer Information" section. 
Normalizing the effects of the Pro Forma Adjustments, pro forma
premium service revenue decreased $2,014,000, or 15.5%, for the
three months ended September 30, 1998, versus the comparable period
in 1997.

Management fee revenue of $75,000 for the three months ended
September 30, 1998 was unchanged versus the three months ended
September 30, 1997.  The Company will continue to earn a nominal
monthly management fee through 

                                  21
<PAGE>

the dissolution of the Maryland
Cable management agreement, expected to occur by December 31, 1998. 

Operating Expenses

Selling, service and system management expenses of $48,580,000 for
the three months ended September 30, 1998 increased $3,279,000 or
7.2%, from $45,301,000 for the three months ended September 30,
1997.  The programming cost increase of $2,902,000, or 9.9%, is
primarily attributable to increases in the cost of basic satellite
programming as a result of annual cost increases, incremental basic
customer growth and the addition of satellite programming channels
to certain of the Company's rebuilt systems.  Another factor
contributing to the increase in selling, service and system
management expenses resulted from an increase in plant expense of
$569,000, or 5.4% for the three months ended September 30, 1998. 
The plant cost increase is primarily the result of the extensions
and rebuilds of certain of the Company's systems as previously
described and the higher cost of addressable converters and
advanced analog home terminals currently being placed in customer's
homes.  Offsetting the increases in programming and plant expense
was a decrease in marketing costs of $146,000 or 1.3% for the three
months ended September 30, 1998, the net result of advertising
costs offset by channel launch support received from programmers. 
Normalizing the effects of the Pro Forma Adjustments, pro forma
selling, service and system management expenses increased
$5,266,000, or 13.1%, for the three months ended September 30,
1998, versus the comparable period in 1997.

General and administrative expenses of $19,986,000 for the three
months ended September 30, 1998 increased $1,654,000, or 9.0%, from
$18,332,000 for the three months ended September 30, 1997.  The
increase is mainly attributable to incremental labor costs incurred
as the Company continues to add customer service resources,
including staffing both existing and new customer call centers. 
Billing costs have increased as a result of upgrading the Company's
customer care platform.  Normalizing the effects of the Pro Forma
Adjustments, pro forma general and administrative expenses
increased $2,427,000, or 14.6%, for the three months ended
September 30, 1998, versus the comparable period in 1997.

Depreciation and amortization expense of $62,282,000 for the three
months ended September 30, 1998 increased $13,361,000, or 27.3%,
from $48,921,000 for the three months ended September 30, 1997. 
The increase is principally a result of an additional $15,529,000
of depreciation and amortization expense recognized from the
increase in net assets due to the Vulcan Acquisition, and due to
additional capital expenditures incurred to rebuild and upgrade the
physical plant and equipment of certain of the Systems.

Operating (Loss) Income

The operating loss of $3,681,000 for the three months ended
September 30, 1998 decreased from operating income of $10,607,000
for the comparable period in 1997, mainly due to the increased
depreciation and amortization costs of $13,361,000 and the other
factors discussed above. 

The cable television industry generally measures the performance of
a cable system in terms of system cash flow before corporate
expenses and depreciation and amortization (often referred to as
"Cable System Cash Flow") and the performance of a cable television
company in terms of operating income before depreciation and
amortization (often referred to as "EBITDA").  These measures are
not intended to be a substitute or improvement on the terms
disclosed on the financial statements.  Rather, these measures are
included as industry standards.  Cable System Cash Flow and EBITDA
of $62,658,000 and $58,601,000, respectively, for the three months
ended September 30, 1998 decreased $1,027,000, or 1.6%, and
$927,000, or 1.6%, in comparison to the same period in 1997. 
Normalizing the effects of the Pro Forma Adjustments, pro forma
Cable System Cash Flow and EBITDA for the three months ended
September 30, 1998 increased 1.6% and 1.9%, respectively, over the
comparable period in 1997.

Other Expenses

Net interest expense of $34,824,000 for the three months ended
September 30, 1998 decreased $3,534,000, or 9.2%, in comparison to
the same period in 1997.  This decrease was primarily due to the
carrying-value premium amortization of $4,163,000 combined with a
decrease in interest expense from decreased borrowings under the
Senior Credit Facility offset by the scheduled increase in
accretion for the 13 1/2% Notes and the 14 1/4% Notes of
$2,493,000.  The weighted average interest rate, including
commitment fees, for total debt outstanding during the three months
ended September 30, 1998 was 10.21%, compared with 9.82% for the
three months ended September 30, 1997.

                                  22
<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED WITH NINE MONTHS
ENDED SEPTEMBER 30, 1997

Revenues

Revenues of $381,959,000 for the nine months ended September 30,
1998 increased $27,982,000, or 7.9%, over revenues of $353,977,000
for the nine months ended September 30, 1997.  The increase was
primarily attributable to growth in basic service revenue,
equipment sales and rentals, advertising sales revenue and pay-per-view
movies and event revenue.  These increases were offset by
decreases in premium service revenue and a decrease of $5,034,000
in management fee income.  Normalizing the effects of the Pro Forma
Adjustments, pro forma revenue of $339,563,000 increased
$27,837,000, or 8.9%, for the nine months ended September 30, 1998,
versus the comparable period in 1997.

Basic service revenue of $285,735,000 for the nine months ended
September 30, 1998 increased $31,479,000, or 12.4%, over basic
service revenues of $254,256,000 for the nine months ended
September 30, 1997.  The increase primarily reflects the impact of
new product offerings, channel additions, mid-year rate adjustments
and increases in the number of basic customers.  Normalizing the
effects of the Pro Forma Adjustments, pro forma basic service
revenues increased $27,085,000, or 11.9%, for the nine months ended
September 30, 1998, versus the comparable period in 1997.

Equipment sales and rentals of $16,142,000 for the nine months
ended September 30, 1998 increased $2,549,000, or 18.8%, from
$13,593,000 for the nine months ended September 30, 1997.  The
increase was primarily due to the deployment of addressable
converters, including advanced analog home terminal devices, in
conjunction with the system upgrades and rebuilds.  Normalizing the
effects of the Pro Forma Adjustments, pro forma equipment sales and
rentals increased $2,296,000, or 18.6%, for the nine months ended
September 30, 1998, versus the comparable period in 1997.

Advertising revenue of $15,886,000 for the nine months ended
September 30, 1998 increased $3,801,000, or 31.5%,from $12,085,000
for the nine months ended September 30, 1997.  The upward trend in
advertising sales is primarily the result of increases in the
number of insertable channels, improved channel utilization through
the installation of digital insertion equipment and greater market
demand.  Normalizing the effects of the Pro Forma Adjustments, pro
forma advertising revenue increased $3,359,000, or 31.2%, for the
nine months ended September 30, 1998, versus the comparable period
in 1997.

Pay-per-view revenue of $7,345,000 for the nine months ended
September 30, 1998 increased $994,000, or 15.7%, from $6,351,000
for the nine months ended September 30, 1997.  The increase was
primarily due to the deployment of advanced analog home terminal
devices, which have increased the availability of pay-per-view
products.  Normalizing the effects of the Pro Forma Adjustments,
pro forma pay-per-view revenue increased $463,000, or 7.8%, for the
nine months ended September 30, 1998, versus the comparable period
in 1997.

Premium service revenue of $39,114,000 for the nine months ended
September 30, 1998 decreased $6,397,000, or 14.1%, from $45,511,000
for the nine months ended September 30, 1997.  The decrease was
primarily the result of continued losses in premium units, mainly
caused by the migration of approximately 71,000 Disney units from
a premium to a basic service and the loss of approximately 31,000
units of The Movie Channel that are now being packaged with
Showtime.  See discussion in the "Customer Information" section. 
Normalizing the effects of the Pro Forma Adjustments, pro forma
premium service revenue decreased $5,710,000, or 14.4%, for the
nine months ended September 30, 1998, versus the comparable period
in 1997.

Management fee revenue of $505,000 for the nine months ended
September 30, 1998 decreased $5,034,000, or 90.9%, from $5,539,000
for the nine months ended September 30, 1997.  The decrease
resulted from the sale of the Maryland Cable Systems, as discussed
in note 7 to the unaudited consolidated financial statements.  The
Company will continue to earn a nominal monthly management fee
through dissolution of the Maryland Cable management agreement,
expected to occur by December 31, 1998.

Operating Expenses

Selling, service and system management expenses of $146,611,000 for
the nine months ended September 30, 1998

                                  23
<PAGE>
increased $16,465,000 or
12.7%, from $130,146,000 for the nine months ended September 30,
1997. The programming cost increase of $11,616,000, or 13.5%, is
primarily attributable to increases in the cost of basic satellite
programming as a result of annual cost increases, incremental basic
customer growth and the addition of satellite programming channels
to certain of the Company's rebuilt systems.  Another factor
contributing to the increase in selling, service and system
management expenses resulted from an increase in marketing expenses
and plant expense of $2,740,000, or 36.0%,and $2,155,000, or 7.0%,
respectively, for the nine months ended September 30, 1998.  The
increase in marketing expense resulted from printing and direct
mail and advertising costs due to the introduction of several new
marketing campaigns and from a $1,348,000 reduction in channel
launch support.  The increase in plant expense for the nine months
ended September 30, 1998 was primarily the result of the extensions
and rebuilds of certain of the Company's systems as previously
described and the higher cost of addressable converters and
advanced analog home terminals currently being placed in customer's
homes.  Normalizing the effects of the Pro Forma Adjustments, pro
forma selling, service and system management expenses increased
$14,427,000, or 12.3%, for the nine months ended September 30,
1998, versus the comparable period in 1997.

General and administrative expenses of $59,275,000 for the nine
months ended September 30, 1998 increased $6,145,000, or 11.6%,
from $53,130,000 for the nine months ended September 30, 1997.  The
increase is mainly attributable to incremental labor costs incurred
as the Company continues to add customer service resources,
including staffing both existing and new customer call centers. 
Billing costs have increased as a result of upgrading the Company's
customer care platform.  Normalizing the effects of the Pro Forma
Adjustments, pro forma general and administrative expenses
increased $5,634,000, or 11.5%, for the nine months ended September
30, 1998, versus the comparable period in 1997.

Depreciation and amortization expense of $181,016,000 for the nine
months ended September 30, 1998 increased $42,921,000, or 31.1%,
from $138,095,000 for the nine months ended September 30, 1997. 
The increase is principally a result of an additional $27,176,000
of depreciation and amortization expense recognized from the
increase in net assets due to the Vulcan Acquisition, and due to
additional capital expenditures incurred to rebuild and upgrade the
physical plant and equipment of certain of the Systems.

Operating (Loss) Income

The operating loss of $119,110,000 for the nine months ended
September 30, 1998 decreased from operating income of $32,606,000
for the comparable period in 1997, mainly due to the transaction
costs of $114,167,000 and other factors discussed above. 

Cable System Cash Flow and EBITDA of $188,606,000 and $176,073,000,
respectively, for the nine months ended September 30, 1998
increased $11,190,000, or 6.3%, and $5,372,000, or 3.1%, in
comparison to the same period in 1997.  Normalizing the effects of
the Pro Forma Adjustments, pro forma Cable System Cash Flow and
EBITDA for the nine months ended September 30, 1998 increased 5.4%
and 5.3%, respectively, over the comparable period in 1997.

Other Expenses

Net interest expense of $112,266,000 for the nine months ended
September 30, 1998 increased $561,000, or 0.5%, in comparison to
the same period in 1997.  This increase was primarily due to the
scheduled increase in accretion for the 13 1/2% Notes and the 14
1/4% Notes of $7,187,000, offset by a decrease in interest expense
from decreased borrowings under the Senior Credit Facility, and by
the carrying-value premium amortization of $7,301,000.  The
weighted average interest rate, including commitment fees, for
total debt outstanding during the nine months ended September 30,
1998 was 9.90%, compared with 9.86% for the nine months ended
September 30, 1997.

Customer Information

The following table illustrates the changes in the Company's basic
customers and premium units which have significantly contributed to
the revenue fluctuations previously noted.  Substantially all of
the internal growth in basic customers is attributable to continued
marketing and sales efforts as well as the continued extension of
physical cable plant to pass additional dwelling units.  A portion
of the premium unit decrease from December 31, 1997 was the result
of a loss of approximately 31,000 units of The Movie Channel which
are now being packaged with Showtime. 

                                  24
<PAGE>
Another portion of the
decrease in premium units from December 31, 1997 was anticipated as
approximately 60,000 Disney units were converted from a pay service
to the basic service level and as a reaction to a change in the
Company's marketing strategy.  In the third quarter of 1997, the
Company decided to no longer promote deep discount sales offers due
to the amount of churn these types of offers produced.  In an
effort to renew premium unit growth, the Company has introduced
multiplex premium services at the a la carte level and has
introduced specific regional and local marketing campaigns.  These
multiplex services and marketing campaigns are directed at
upgrading existing customers' service packages and acquiring new
customers through discounted initial service pricing packages.  All
of the campaigns are specifically tailored toward customer
retention and providing programming variety and choice at
competitive rates.

<TABLE>
<CAPTION>
                           Actual           Actual        Pro Forma
                        September 30,    December 31,   September 30, 
                            1998            1997           1997 (a)
      <S>               <C>              <C>            <C>
      Basic Customers      1,068,700       1,232,287	     1,066,345
                   
      Premium Units          436,490         583,603         545,619

----------------------
<FN>
(a)  Includes: 1) an increase of approximately 14,000 basic
     customers and a decrease of approximately 19,100 premium units
     from the net effect of the Time Warner Exchange on December 1,
     1997; 2) an increase of approximately 23,000 basic customers
     and 12,000 premium units from the Mountain Brook Acquisition
     on April 1, 1998; 3) a decrease of approximately 27,000 basic
     customers and 20,000 premium units from the DelMar Divestiture
     on April 1, 1998; and 4) a decrease of approximately 168,000
     basic customers and 68,000 premium units as a result of the
     divestiture of the Mississippi, Louisiana, Texas Panhandle and
     Oklahoma systems on July 31, 1998,  the divestiture of the
     Connecticut and Virginia systems on August 31, 1998 and the
     divestiture of the Illinois systems on September 30, 1998.
</FN>
</TABLE>


RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133").  SFAS 133 is effective for fiscal years
beginning after June 15, 1999.  This statement establishes
accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other
contracts, and for hedging activities.  The effective adoption of
SFAS No. 133 is not expected to have a material impact on the
Company's financial statements and related disclosures.

YEAR 2000 IMPACT

Many existing computer systems and applications and other control
devices use only two digits to identify a year in the date field
without considering the impact of the upcoming change in the
century.  As a result, as year 2000 approaches, computer systems
and applications used by many companies may need to be upgraded to
comply with Year 2000 requirements.  Since January, 1998, the
Company has been in the process of addressing Year 2000 issues. 
The primary focus for the Company has been to identify Year 2000
issues in the areas that provide quality customer services and
accurate billing for those services.  A new software release of the
CableData billing system, the third-party billing service used by
the Company, will be installed in November 1998 that will bring the
system into Year 2000 compliance.  This will address Year 2000
issues associated with customer billing and provisioning of
services.  However, additional effort will be required in the
network area to remediate the remaining Year 2000 issues.

While engineering and construction is underway in the network area,
physical inventories are being made of non-critical equipment,
office computers and equipment, and non-computer equipment to
determine the extent of Year 200 issues.  The Company has a project
team underway and if equipment can't be readily tested, vendors are
being contacted to determine their Year 2000 compliance status. 
Vendor compliance is an essential part of the project because the
Company has no critical in-house systems.  In addition to the
Company's internal review, participation in an industry task force,
Cable Television Laboratories, Inc. helps to address Year 2000
technical issues on a broader scale.

                                  25
<PAGE>

While the Company is moving ahead and making every effort to
address all Year 2000 issues, there can be no assurance that the
Company's systems or the computer systems of other companies with
whom the Company conducts business will be Year 2000 compliant
prior to December 31, 1999.  If such modifications and conversions
are not completed in a timely manner, the Year 2000 issues may have
a material impact on the operations of the Company.

The Company currently estimates that its costs associated with Year
2000 compliance, including any costs associated with the
consequences of incomplete or untimely resolution of Year 2000
compliance issues, will not have a material adverse effect on the
Company's business, financial condition or results of operations. 
However, the Company has not investigated and does not believe it
has fully identified the impact of Year 2000 compliance and has not
concluded that it can resolve any issues that may arise in
complying with Year 2000 without disruption of its business or
without incurring significant expense.  In addition, even if the
Company's internal systems are not materially affected by Year 2000
compliance issues, the Company could be affected through disruption
in the operation of the businesses with which the Company
interacts.

INFLATION

Based on the FCC's current rate regulation standards, an inflation
factor is included in the benchmark formula in establishing the
initial permitted rate.  Subsequent to establishing the initial
rate, an annual rate increase based on the year-end inflation
factor is permitted.  In addition to annual rate increases, certain
costs over the prescribed inflation factors, defined by the FCC as
"external costs", may be passed through to customers.

Certain of the Company's expenses, such as those for wages and
benefits, equipment repair and replacement and billing and
marketing generally increase with inflation.  However, the Company
does not believe that its financial results have been adversely
affected by inflation.  Periods of high inflation could have an
adverse effect to the extent that increased borrowing costs for
floating rate debt may not be offset by increases in revenues.  As
of September 30, 1998, the Company had $700,000,000 of outstanding
borrowings under the Senior Credit Facility, $300,000,000 are not
subject to fixed rate interest swap agreements.  The rates are
based on either the Eurodollar rate, prime rate or CD base rate,
plus a margin of up to 2.25% subject to certain adjustments based
on the ratio of Operating's total debt to annualized operating cash
flow.   


REGULATION IN THE CABLE TELEVISION INDUSTRY

The operation of cable television systems is extensively regulated
by the FCC, some state governments and most local governments.  On
February 8, 1996, the President signed into law the 1996 Telecom
Act.  This new law alters the regulatory structure governing the
nation's telecommunications providers.  It removes barriers to
competition in both the cable television market and the local
telephone market.  Among other things, it reduces the scope of
cable rate regulation.

The 1996 Telecom Act required the FCC to undertake a host of
implementing rulemakings, the final outcome of which cannot yet be
determined.  Moreover, Congress and the FCC have frequently
revisited the subject of cable television regulation and may do so
again.  Future legislative and regulatory changes could adversely
affect the Company's operations. 

The 1996 Telecom Act sunsets FCC regulation of CPST rates for all
cable television systems (regardless of size) on March 31, 1999. 
It also relaxes existing uniform rate requirements by specifying
that uniform rate requirements do not apply where the operator
faces "effective competition," and by exempting bulk discounts to
multiple dwelling units, although complaints about predatory
pricing still may be made to the FCC.  It is not possible at this
time to predict the outcome of such rulemakings.  Until the various
required rulemakings are implemented which amend the rules under
the previous cable acts, the Company continues to be subject to the
provisions of the 1992 Cable Act.  

The Company believes that it has materially complied with
provisions of the 1996 Telecom Act and the 1992 Cable Act,
including rate setting provisions promulgated by the FCC on April
1, 1993.  However, in jurisdictions which have chosen not to
certify, refunds covering a one-year period on basic service may be
ordered if the Company is 

                                  26
<PAGE>
regulated at a later date and is unable
to justify its rates through a benchmark or cost-of-service filing. 
The amount of refunds, if any, which may be payable by the Company
in the event that these systems' rates are successfully challenged
by franchising authorities is not currently estimable.  During the
nine month period ended September 30, 1998, there were no rate
refunds issued.  

The Company currently has rate filings pending review at the FCC
pertaining to the CPST level of service.  For the regulation period
from September 1, 1993 through May 15, 1994, there is one cost-of-service 
filing pending review at the FCC affecting 341 customers. 
For the re-regulation time period from May 1994 to the present,
there are filings for 27 franchises under review at the FCC
affecting approximately 208,000 customers.  The majority of these
filings are from old outstanding complaints and have been waiting
to be reviewed for over three years.  Until the FCC rules on the
complaints, the Company is required to refresh its filings
annually.  During 1997 and the first two quarters of 1998, the
Company received favorable rulings (i.e., the FCC confirmed the
Company's rates and denied the complaint) for 24 filings affecting
approximately 137,000 customers.  The FCC also issued several
decisions reducing rates for certain of the Company systems serving
approximately 58,000 customers, which the Company has asked to be
reconsidered.  If the FCC determines that the Company's CPST rates
for those 58,000 customers are unreasonable, it has the authority
to order the Company to reduce such rates and to refund to those
customers any overcharges with interest occurring from the filing
date of the rate complaint at the FCC.  The amount of refunds, if
any, which may be required by the FCC in the event the Company's
CPST rates are found to be unreasonable for those customers is
estimated at approximately $182,000.

Because the FCC has not yet resolved pending rate complaints
involving the Company and because franchise authorities may certify
in the future, the overall impact of these regulations and other
provisions of the 1996 Telecom Act and the 1992 Cable Act on the
Company's business cannot be determined at this time.

                                  27
<PAGE>

                  PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

During July, August and October of 1998 and October of 1997,
separate class action lawsuits were filed in Wisconsin, Texas,
Indiana and Alabama, respectively, against the Company, on behalf
of all persons residing in those states who are or were residential
customers of the Company's cable television service, and who have
been charged a processing fee for delinquent payment of their cable
bill.  The actions challenge the legality of the Company's
processing fee and seek declaratory judgment, injunctive relief and
unspecified damages.  The Company believes the lawsuits to be
without merit and intends to defend the actions vigorously.  The
Company is not able, at this time, to project the costs which will
be associated with these actions or to predict any potential
outcome or final impact. 

The Company is also party to lawsuits which are generally
incidental to its business.  In the opinion of management, after
consulting with legal counsel, the outcome of these lawsuits will
not have a material adverse effect on the Company's consolidated
position or results of operations.

ITEM 2 - CHANGES 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 

     Included in this report:

          Exhibit:

          10.1 Form of Amendment to the Senior Credit Facility,
               dated October 16, 1998.  

          27.1 Financial Data Schedule (supplied for the
               information of the Commission)

(b)  Reports on Form 8-K

     The Company filed reports on Form 8-K reporting Item 5 --
     Other Events on August 5, 1998 and on September 8, 1998.

                                  28
<PAGE>

                            SIGNATURES

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

               MARCUS CABLE COMPANY, L.L.C.
               (Registrant)

               By:  Marcus Cable Properties, L.L.C., its sole
                    managing member,

                    By:  Marcus Cable Properties, Inc., its sole
                         managing member,

November 13, 1998        By:  /s/ John P. Klingstedt, Jr.         
                              John P. Klingstedt, Jr.
                         Its: Senior Vice President and Controller
                              of Marcus Cable Properties, Inc.
                              (Principal Accounting Officer)


               MARCUS CABLE OPERATING COMPANY, L.L.C.
               (Registrant)
               By:  Marcus Cable Company, L.L.C., its sole member,

                    By:  Marcus Cable Properties, L.L.C., its sole
                         managing member,

                         By:  Marcus Cable Properties, Inc., sole
                              managing member,
                              
November 13, 1998        By:  /s/ John P. Klingstedt, Jr.           
                              John P. Klingstedt, Jr.
                         Its: Senior Vice President and Controller
                              of Marcus Cable Properties, Inc.
                              (Principal Accounting Officer)


               MARCUS CABLE CAPITAL CORPORATION
               (Registrant)

November 13, 1998        By:  /s/ John P. Klingstedt, Jr.           
                              John P. Klingstedt, Jr.
                         Its: Senior Vice President and Controller
                              of Marcus Cable Capital Corporation
                              (Principal Accounting Officer)

                                  29
<PAGE>

               MARCUS CABLE CAPITAL CORPORATION II
               (Registrant)

November 13, 1998        By:  /s/ John P. Klingstedt, Jr.           
                              John P. Klingstedt, Jr.
                         Its: Senior Vice President and Controller
                              of Marcus Cable Capital Corporation II
                              (Principal Accounting Officer)


               MARCUS CABLE CAPITAL CORPORATION III
               (Registrant)

November 13, 1998        By:  /s/ John P. Klingstedt, Jr.           
                              John P. Klingstedt, Jr.
                         Its: Senior Vice President and Controller
                              of Marcus Cable Capital Corporation
                              III (Principal Accounting Officer)

                                  30
<PAGE>
<TABLE>
                         INDEX TO EXHIBITS
<CAPTION>

Exhibit
Number  Description                                      Page Number
<S>     <C>                                              <C> 
10.1    Form of Amendment to the Senior Credit Facility,
        dated October 16, 1998 (Exhibit 10.1)                32

</TABLE>

                                  31
<PAGE>


                                                        Exhibit 10.1
                                 
               MARCUS CABLE OPERATING COMPANY, L.P.
           CREDIT AGREEMENT DATED AS OF AUGUST 31, 1995


To:  The Chase Manhattan Bank, as Administrative Agent
     270 Park Avenue
     New York, New York 10017

Ladies and Gentlemen:

          Reference is made to the Credit Agreement, dated as of
August 31, 1995, as amended by the First Amendment thereto dated as
of March 14, 1997, the Second Amendment thereto dated as of March 31,
1998 and the Third Amendment thereto dated as of April 15, 1998 (the
"Credit Agreement"), among Marcus Cable Operating Company, L.P. (the
"Borrower"), Marcus Cable Company, L.P. (the "Parent"), the several
banks and other financial institutions from time to time parties
thereto, the Co-Agent, Managing Agents and Co-Arrangers named therein,
and The Chase Manhattan Bank, as Administrative Agent.

          The Borrower and the Parent wish to amend certain provisions
of the Credit Agreement on the terms described in the Fourth Amendment
to the Credit Agreement in the form attached hereto as Exhibit A (the
"Amendment").

          Pursuant to Section 12.1 of the Credit Agreement, the
undersigned Lender hereby consents to the execution by the
Administrative Agent of the Amendment.


                    Very truly yours,


                    _____________________________________________
                    (NAME OF LENDER)
                    
                    By______________________________________
                      Name:
                      Title:




                                  32
<PAGE>








Dated as of October 16, 1998


          FOURTH AMENDMENT, dated as of October 16, 1998 (this "Fourth
Amendment"), to the Credit Agreement, dated as of August 31, 1995, as
amended by the First Amendment thereto dated as of March 14, 1997, the
Second Amendment thereto dated as of March 31, 1998 and the Third
Amendment thereto dated as of April 15, 1998 (the "Credit Agreement"),
among MARCUS CABLE OPERATING COMPANY, L.P. (the "Borrower"), MARCUS
CABLE COMPANY, L.P. (the "Parent"), the several banks and other
financial institutions from time to time parties thereto, the
Co-Agent, Managing Agents and Co-Arrangers named therein, and THE
CHASE MANHATTAN BANK, as Administrative Agent.

                       W I T N E S S E T H :

          WHEREAS, the Borrower and the Parent wish to amend certain
provisions of the Credit Agreement as hereinafter provided; and

          WHEREAS, the parties hereto are willing to so amend the
Credit Agreement on the terms and conditions provided herein;

          NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as
follows:

          1.  Amendments to Credit Agreement.  (a)  Section 4.2(f)(ii)
of the Credit Agreement is hereby amended by adding the following
sentence to the end thereof:

     "Notwithstanding anything to the contrary in this Section 4.2,
     the Borrower shall not be required to apply Net Cash Proceeds of
     any Asset Sale in the manner otherwise specified in this Section
     4.2 if such Net Cash Proceeds are instead applied to redeem the
     11-7/8% Debentures."
     
          (b)  Clauses (i) and (ii) of Section 8.1(a) are hereby amended
and restated in their entirety as follows:

          "(i)  Leverage.  Permit the Leverage Ratio at the end of any
     fiscal quarter of the Borrower ending during any period set
     forth below to be greater than the ratio set forth opposite such
     period below:
     
          Period                 Ratio
     7/1/98 -3/31/99         5.75 to 1.0
     4/1/99 -12/31/99        5.50 to 1.0
     1/1/00 -3/31/00         5.00 to 1.0
     4/1/00 -12/31/00        4.75 to 1.0
     1/1/01 -6/30/01         4.50 to 1.0
     7/1/01 and thereafter   4.25 to 1.0

         (ii)  Senior Debt to Annualized Operating Cash Flow.  Permit the
     ratio of (x) Senior Debt at the end of any fiscal quarter of the
     Borrower ending during any period set forth below to (y)

                                  33
<PAGE>

     Annualized Operating Cash Flow for such fiscal quarter to be
     greater than the ratio set forth opposite such period below:
     

         Period                   Ratio
     7/1/98 -3/31/99            4.25 to 1.0
     4/1/99 -9/30/99            3.95 to 1.0
     10/1/99 and thereafter     3.75 to 1.0"




          (c)  Clause (b) of Section 8.7 of the Credit Agreement is
hereby amended by adding a new subclause (iv) to the end thereof which
shall read in its entirety as follows:
     
          "(iv)  to the extent necessary to enable the Parent to (x)
     prepay, redeem or purchase 11-7/8% Debentures or (y) prepay,
     redeem or purchase 14-1/4% Notes to the extent the Parent is
     permitted to do so by Section 8.9." 
     
          (d)  Section 8.9 of the Credit Agreement is hereby amended and
restated in its entirety as follows:    

          "8.9  Limitation on Payments of Certain Indebtedness.  (1)
     Make any optional payment or prepayment on or redemption or
     purchase of (a) any of the 13-1/2% Notes or any Indebtedness
     incurred pursuant to Section 8.2(g), other than with the
     proceeds of (i) Indebtedness incurred pursuant to Section 8.2(g)
     or (ii) capital contributions made by the Parent to the Borrower
     or (b) any Indebtedness of the Parent outstanding under the
     14-1/4% Note Indenture or any Refinancing Indebtedness in
     respect thereof, other than with the proceeds of (i) other
     Indebtedness of the Parent having terms, in the judgment of the
     Required Lenders, no less favorable to the interests of the
     Borrower and the Lenders than the Indebtedness being refinanced
     or (ii) the issuance of equity interests by the Parent (so long
     as, in the case of this clause (ii), the requirements of Section
     4.2(f)(i) are also complied with), provided, that,
     notwithstanding the foregoing, payments, prepayments,
     redemptions or purchases of Indebtedness referred to above and
     not otherwise permitted by this Section 8.9 may be made so long
     as the aggregate amount expended in connection therewith, when
     added to the aggregate amount expended in connection with
     Investments made pursuant to Section 8.8(j), does not exceed
     $75,000,000 (which amount may be replenished by any cash return
     representing return of principal or return of capital of any
     Investment made pursuant to Section 8.8(j)) during the term of
     this Agreement; or (2) make any mandatory offer to redeem
     Indebtedness under the 13-1/2% Note Indenture or the 14-1/4%
     Note Indenture or any Refinancing Indebtedness in respect
     thereof with the Net Cash Proceeds of any Asset Sale unless (X)
     at the time such offer is made, the Borrower provides evidence
     satisfactory to the Administrative Agent that such Indebtedness
     is trading at a price of at least 105% of par (determined by
     reference to outstanding principal amount or accreted value, as
     applicable)  and (Y) the time frame selected for acceptance and
     funding of such offer is the shortest time frame permitted by
     the documentation governing such Indebtedness."
     
     2.  Representations and Warranties on Fourth Amendment Effective
Date.  Each of the representations and warranties made by the Parent
or the Borrower in Sections 5.1 through 5.20 of the Credit Agreement,
as amended hereby, are true and correct in all material respects on
and as of the Fourth Amendment Effective Date (as defined below), as
if made on and as of the Fourth Amendment Effective

                                  34
<PAGE>

Date, except to
the extent such representations and warranties expressly relate to an
earlier date.

     3.  Conditions to Effective Date.  This Fourth Amendment shall
become effective on the date (the "Fourth Amendment Effective Date")
on which the Administrative Agent shall have received (a) counterparts
hereof, executed by the Parent and the Borrower and (b) executed
Consent Letters from the Required Lenders authorizing the
Administrative Agent to enter into this Fourth Amendment.

     4.  This Fourth Amendment may be executed by one or more of the
parties to this Fourth Amendment on any number of separate
counterparts (including by facsimile transmission), and all of said
counterparts taken together shall be deemed to constitute one and the
same instrument.  A set of the copies of this Fourth Amendment signed
by all the parties shall be lodged with the Borrower and the
Administrative Agent.  

     5.  THIS FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered by their respective proper
and duly authorized officers as of the day and year first above
written.

MARCUS CABLE OPERATING COMPANY, L.L.C.

By:  MARCUS CABLE COMPANY, L.L.C.
                Managing Member

               By:  MARCUS CABLE PROPERTIES, L.L.C.
                                    Managing Member
                                   
                         By:  MARCUS CABLE PROPERTIES,
                                   INC.
                                                  Managing Member
                         
                                        By:  
                         Name: 
                                        Title:  
                                        
                         
                         MARCUS CABLE COMPANY, L.L.C.
                         
                         By:  MARCUS CABLE PROPERTIES, L.L.C.
                                      Managing Member
                         
                               By:  MARCUS CABLE PROPERTIES, INC. 
                                      Managing Member
                                   
                                   By:  
                                   Name:
                                   Title:

                                  35
<PAGE>
                         
                         
                         THE CHASE MANHATTAN BANK,
                            as Administrative Agent        
                         
                         By:  
                              Name:
                              Title:


                                  36

<PAGE>