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

                                 FORM 10-Q

                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to

                     Commission File Number 0-24924

                       THE ASSOCIATED GROUP, INC.
         (Exact name of registrant as specified in its charter)

       DELAWARE                                     51-0260858
 (State of Incorporation)               (I.R.S. Employer Identification No.)

 200 Gateway Towers, Pittsburgh, Pennsylvania                         15222
 (Address of principal executive offices)                           (Zip Code)

                              412-281-1907
                     (Registrant's telephone number)



           Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.    Yes     No



           The number of shares outstanding of each of the issuer's
classes of common stock, as of August 11, 1997:

                 Common Stock, Class A                    9,382,962
                 Common Stock, Class B                    9,399,410



PART I--FINANCIAL INFORMATION

Item 1.  Financial Statements

               THE ASSOCIATED GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>

                                                               June 30,        December 31,
                                                                1997              1996
                                                          ---------------------------------------
                                                                     (amounts in thousands)

ASSETS
Current assets:
<S>                                                         <C>                <C>       
   Cash and cash equivalents (approximates fair value)      $     4,039        $    3,341
   Accounts receivable, less allowance for
      doubtful accounts (June 30, 1997--$2,535,000;
      December 31, 1996--$2,355,000)                              3,766             4,051
   Receivable from related parties                                  871               203
   Inventory held for resale                                      1,581             1,622
   Prepaid expenses and other assets                              1,028               651
   Deferred income taxes                                          4,287             2,008
                                                            ---------------    -------------
                 Total current assets                            15,572            11,876

Property and equipment, net of accumulated
   depreciation and amortization (June 30, 1997--
   $27,153,000; December 31, 1996--$24,952,000)                  29,755            27,513

Marketable equity securities, at fair value
   (cost:  June 30, 1997--$7,622,000;
   December 31, 1996--$6,882,000)                               495,181           425,895
Notes receivable from related parties                            30,790            28,780
Investments in wireless communications affiliates                16,504            16,108
Other noncurrent assets                                          14,169             8,762
                                                            ---------------    -------------

Total assets                                                $   601,971        $  518,934
                                                            ===============    =============



See notes to consolidated financial statements



               THE ASSOCIATED GROUP, INC. AND SUBSIDIARIES
           CONSOLIDATED BALANCE SHEETS (UNAUDITED) - Continued


                                                               June 30,        December 31,
                                                                 1997             1996
                                                         ----------------------------------------
                                                                     (amounts in thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                         $     6,936        $    7,716
   Employee compensation                                          2,158             1,975
   Due to cellular equipment vendor                              15,069            15,069
   Short-term obligations                                       111,238            77,526
   Current portion of long-term debt                              2,082             2,082
   Subsidiary appreciation rights liability - 
      current (Note 5)                                           14,948             1,879
   Other current liabilities                                      2,167             1,004
                                                           ----------------    -------------
                 Total current liabilities                      154,598           107,251

Deferred compensation                                             1,919             1,440
Subsidiary appreciation rights liability - 
  long-term (Note 5)                                             25,704               899
Long-term debt, excluding current portion                         7,286             8,326
Deferred income taxes                                           140,840           127,183
Minority interests (Note 6)                                       9,180             7,830

Commitments and contingencies                                        -                 -

Stockholders' equity:
   Preferred stock, par value $.01 per share;
      authorized 5,000,000 shares; none issued                       -                 -
   Class A Common Stock, par value $.10 per share;
      authorized 100,000,000 shares; 9,382,962 issued
      and outstanding in 1997 and 1996                              938               938
   Class B Common Stock, par value $.10 per share;
      authorized 50,000,000 shares; 9,398,410 and
      9,397,910 issued and outstanding in 1997 and 1996             940               940
   Additional paid-in capital                                        20                12
   Unrealized gain on marketable equity securities,
      net of deferred taxes (June 30, 1997--$170,645,000;
      December 31, 1996--$146,654,000)                          316,914           272,359
   Retained earnings (deficit)                                  (56,368)           (8,244)
                                                           ----------------    -------------
                 Total stockholders' equity                     262,444           266,005
                                                           ----------------    -------------

Total liabilities and stockholders' equity                 $    601,971        $  518,934
                                                           ================    =============

See notes to consolidated financial statements

</TABLE>

<TABLE>
<CAPTION>

               THE ASSOCIATED GROUP, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                            Three Months Ended June 30,             Six Months Ended June 30,
                                                               1997              1996                 1997               1996
                                                        ------------------------------------    ---------------------------------
                                                               (amounts in thousands, except share and per share amounts)
Revenues:
<S>                                                     <C>             <C>                    <C>                  <C>        
   Wireless communication services                      $     5,328     $          4,323       $         10,136     $     8,285
   Radio broadcasting                                           813                  588                  1,458             930
   Art gallery sales                                            118                  178                    307             310
                                                        -------------  -------------------    -------------------  --------------
                                                              6,259                5,089                 11,901           9,525

Costs and expenses:
   Cost of sales:
      Wireless communication services                        3,655                 2,340                 6,428            4,438
      Radio broadcasting                                       219                   164                   405              329
      Art gallery sales                                         83                   133                   211              229
   Direct research and development expenses                  1,727                 1,955                 3,304            3,683
   Sales, general and administrative expenses               11,874                 4,395                20,706            8,383
   Non-cash subsidiary appreciation rights (Note 5)         35,790                    -                 37,873                -
   Depreciation and amortization expense                     1,336                 1,245                 2,668            2,513
                                                        -------------  -------------------    -------------------  --------------
                                                            54,684                10,232                71,595           19,575
                                                        -------------  -------------------    -------------------  --------------
Operating loss                                             (48,425)               (5,143)              (59,694)         (10,050)

Equity in loss of affiliate                                       -                 (467)                     -            (794)

Other income (expense):
   Gain on sale of marketable equity securities                 262                  719                  2,485           3,397
   Interest and dividend income                                 808                  432                  1,332           1,128
   Interest expense                                          (1,946)                (813)                (3,512)         (2,007)
   Other                                                         79                   46                    111            (154)
   Minority interests (Note 6)                                   43                  501                (1,350)           1,351
                                                        -------------  -------------------    -------------------  --------------
                                                              (754)                  885                  (934)           3,715
                                                        -------------  -------------------    -------------------  --------------
Loss before income taxes                                    (49,179)              (4,725)               (60,628)         (7,129)

Income tax benefit                                           10,161                1,512                 12,504           2,327
                                                        -------------  -------------------    -------------------  --------------

Net loss                                                $   (39,018)    $         (3,213)      $        (48,124)    $    (4,802)
                                                        =============  ===================    ===================  ==============

Net loss per common share                               $     (2.08)    $           (.17)      $          (2.56)    $      (.26)
                                                        =============  ===================    ===================  ==============

Weighted average common shares outstanding                18,781,372          18,769,428             18,781,229      18,767,936

See notes to consolidated financial statements
</TABLE>


Note:

   
The net losses for the three and six months ended June 30, 1997 include
non-cash subsidiary rights expense of Teligent, L.L.C., and does not
reflect a minority interest in Teligent's losses for the periods of
$19,400 and $23,715 (income effects) for the three and six months ended
June 30, 1997, respectively. Such minority interest income is not
recognizable under Generally Accepted Accounting Principles due to the
negative equity position of Teligent and the limited liability of the
members of Teligent. If such minority interests were recognized, the
losses would have been $(19,618), or $(1.04) per share, and $(24,409),
or $(1.30) per share, for the respective three and six months ended June
30, 1997.
    

<TABLE>
<CAPTION>

               THE ASSOCIATED GROUP, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                    Six Months Ended June 30,
                                                                      1997              1996
                                                                -----------------------------------
                                                                       (amounts in thousands)
Cash Flows From Operating Activities
<S>                                                                <C>            <C>        
   Net loss                                                        $ (48,124)     $   (4,802)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                    2,668          2,513
      Provision for losses on accounts receivable                        554             628
      Equity in loss of affiliate                                         -              794
      Gain on sales of marketable equity securities                   (2,485)         (3,397)
      Minority interests (Note 6)                                      1,350          (1,351)
      Provision for deferred income taxes                            (12,750)         (2,541)
      Subsidiary appreciation rights (Note 5)                         37,873              -
      Other                                                            1,521              -
      Changes in assets and liabilities:
        Accounts receivable                                             (269)         (2,215)
        Inventory held for resale                                         41             137
        Prepaid expenses and other assets                               (377)            407
        Accounts payable                                                (780)           (804)
        Employee compensation                                            183            (320)
        Other current liabilities                                      1,163            (260)
        Deferred compensation                                            479              39
                                                                 -------------   -------------
Net Cash Used In Operating Activities                                (18,953)        (11,172)

Cash Flows From Investing Activities
   Cash and cash equivalents from consolidation of affiliate              -              751
   Cash paid for acquisition                                              -           (2,639)
   Purchases of property and equipment, net                           (4,473)         (1,790)
   Proceeds from sale of marketable equity securities                  2,512           3,412
   Purchase of marketable equity securities                             (767)             -
   Increase in receivable from related parties                        (4,063)         (1,674)
   Investments in wireless communications affiliates                    (397)         (2,672)
   Payment relating to acquisition of wireless communications 
        business (Note 2)                                             (5,770)             -
   Other investing activities, net                                       (71)           (427)
                                                                 -------------   -------------
Net Cash Used In Investing Activities                                (13,029)         (5,039)

Cash Flows From Financing Activities
   Proceeds from short-term obligations, net                          33,712          14,736
   Increase in due to cellular equipment vendor                           -             605
   Repayment of long-term debt                                        (1,040)        (1,041)
   Investment by minority interests                                       -           2,038
   Other financing activities, net                                         8             13
                                                                 -------------   -------------
Net Cash Provided By Financing Activities                             32,680         16,351
                                                                 -------------   -------------
Net Increase In Cash And Cash Equivalents                                698            140
Cash And Cash Equivalents At Beginning Of Period                       3,341          1,018
                                                                 =============   =============
Cash And Cash Equivalents At End Of Period                         $   4,039     $    1,158
                                                                 =============   =============

See notes to consolidated financial statements

</TABLE>


THE ASSOCIATED GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.    BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of The
Associated Group, Inc. and Subsidiaries (the "Company," as used herein,
includes all consolidated subsidiaries, unless the context otherwise
indicates) have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the six months ended June 30,
1997, are not necessarily indicative of the results that may be expected
for the year ended December 31, 1997. For further information, refer to
the financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.

Certain amounts in the financial statements for the 1996 periods have
been reclassified to conform to the financial statement presentation for
the current period. These reclassifications have no effect on the net
loss.


2.     PENDING TRANSACTION

Microwave Services, Inc. ("MSI"), a wholly owned subsidiary of the
Company and a licensee of Digital Electronic Message Services ("DEMS")
channels, and Digital Services Corporation ("DSC"), another licensee of
DEMS channels, hold 55% and 45% voting member equity interests,
respectively, in Teligent, L.L.C. ("Teligent"), formerly known as
Associated Communications, L.L.C., a joint venture limited liability
company which provides administrative and management services to each of
MSI and DSC. On March 10, 1997, Teligent entered into a Stock
Contribution Agreement (the "Stock Agreement") with another DEMS
licensee (the "Licensee") and its sole shareholder (the "Sole
Shareholder") for the contribution of all of the stock of the Licensee
to Teligent in exchange for initial cash payments and additional cash
payments and ownership interests in Teligent upon consummation of the
transaction and Teligent's acquisition of the stock and the licenses
contemplated by the Stock Agreement. Consummation of the transaction and
transfer of these licenses is subject to certain closing conditions and
the receipt of all necessary regulatory approvals, including approval by
the Federal Communications Commission. The amount of equity interest in
Teligent to be issued to the Sole Shareholder is dependent upon certain
conditions, but shall not exceed 5% determined as of the date of the
Stock Agreement. Subsequent to a closing, the Sole Shareholder will have
a full member interest in Teligent pursuant to the Limited Liability
Company Agreement, to which MSI and DSC are parties. Included in other
noncurrent assets on the Company's consolidated balance sheet at June
30, 1997 is $5,770,000 relating to the initial cash payments for the
transaction.


3.    MARKETABLE EQUITY SECURITIES

In January 1997, the board of directors of Tele-Communications, Inc.
("TCI") declared a dividend to holders of record of Liberty Media Group
Series A Common Stock ("Liberty Series A") and Liberty Media Group
Series B Common Stock ("Liberty Series B") as of December 27, 1996. In
1997, the Company received one share of Liberty Series A for every two
shares of Liberty Series A owned and one share of Liberty Series A for
every two shares of Liberty Series B owned.

During 1997, the Company has sold 110,000 shares of Liberty Series A for
pretax proceeds of approximately $2,512,000, and has recognized gains on
these sales of approximately $2,223,000 and $262,000 in the first and
second quarters, respectively.

The cost and market value of marketable equity securities classified as
available for sale at June 30, 1997, are as follows:

<TABLE>
<CAPTION>

                                                                        Cost of     Market Value of
               Name of Issuer and                     Number of       Each Issue      Each Issue
               Title of Each Issue                      Shares       In Thousands    In Thousands
--------------------------------------------------------------------------------------------------------

Tele-Communications, Inc.:
<S>                                                     <C>              <C>             <C>     
      TCI Group Series A Common Stock                   12,479,976       $ 3,505         $185,640
      TCI Group Series B Common Stock                    7,071,852         1,178          114,917
      Liberty Media Group Series A Common Stock          5,453,970         1,339          129,532
      Liberty Media Group Series B Common Stock          1,767,963           273           44,199

TCI Satellite Entertainment, Inc.:
      Series A Common Stock                              1,247,997           334            9,828
      Series B Common Stock                                707,185            90            6,188

Others                                                     Various           903            4,877
                                                                    ------------------------------------
                                                                         $ 7,622         $495,181
                                                                    ====================================

</TABLE>

Including the effects of the sale of marketable equity securities during
the periods, adjustments to the unrealized gain on marketable equity
securities, net of tax, recorded as a separate component of
stockholders' equity were $44,555,000 and ($26,947,000) in the six
months ended June 30, 1997 and 1996, respectively.


4.    SHORT-TERM OBLIGATIONS

The Company's outstanding short-term obligations were as follows (in
thousands):

<TABLE>
<CAPTION>

                                                                   June 30, 1997     December 31, 1996
                                                                   -------------     -----------------
General Credit Facilities:
<S>                                                                   <C>                 <C>     
       $100 million demand discretionary bank line of credit          $ 19,000            $ 19,000
       Three brokerage margin loan facilities                           67,238              56,526
                                                                  -------------    ----------------
                                                                        86,238              75,526

Teligent Credit Facility:
       $50 million secured bank revolving credit facility               25,000               2,000
                                                                  =============    ================
                                                                      $111,238             $77,526
                                                                  =============    ================

</TABLE>

Included in the general credit facilities listed above is a brokerage
margin loan facility obtained by the Company in January 1997. At June
30, 1997, an aggregate of 11,879,976 shares of TCI Group Series A Common
Stock was pledged as collateral under the Company's general credit
facilities.

5.    SUBSIDIARY  APPRECIATION RIGHTS

On September 1, 1996, Teligent granted six separate Company Appreciation
Rights ("CARs") to Teligent's Chairman and CEO (the "Executive") under
his employment agreement (the "Agreement"). For each CAR, the Executive
is entitled to receive, as soon as practicable after the "settlement
date", as defined in the Agreement, an amount equal to a percentage
(initially 3%) of the excess of Teligent's fair market value over the
target value for that CAR. Teligent's Board of Directors, in its sole
discretion, shall determine if the CAR amount is settled with cash,
equity securities of Teligent, a combination thereof, or any other form
of consideration as the Board may determine. The CAR percentage and
target values are subject to adjustment for equity contributions and
other transactions of Teligent, as defined in the Agreement, and expire
ten years after the grant date. The vesting date and unadjusted target
value for each CAR granted is as follows:

                                                       Unadjusted
       CAR                Vesting Date                Target Value
-----------------------------------------------------------------------------

        1              September 1, 1997             $   200,000,000
        2              September 1, 1998                 250,000,000
        3              September 1, 1999                 325,000,000
        4              September 1, 2000                 425,000,000
        5              September 1, 2001                 500,000,000
        6              September 1, 2002               2,750,000,000

In addition, Teligent has a Long-Term Incentive Compensation Plan (the
"Plan") under which an aggregate of 1,600,000 appreciation rights
("Rights") may be granted to employees, directors, and consultants (the
"Grantees") of Teligent. Each appreciation right represents .00001%
(subject to adjustment) of the Appreciation Value associated with that
Right, as defined in the Plan. As of June 30, 1997, 1,450,950 Rights
have been granted for a term of ten years with a five-year vesting
period. Teligent's Board of Directors, in its sole discretion, shall
determine if the amount payable to a Grantee under the Plan is settled
in cash, an actual or "phantom" equity interest in Teligent, a
combination thereof, or any other form of consideration as the Teligent
Board may determine.

   
The Company has recognized a liability and related compensation expense
for the CARs and the Rights under the provisions of Accounting
Principals Board Opinion No. 25 ("APB 25") "Accounting for Stock Issued
to Employees". Under APB 25, expense recognition is accelerated such
that the expense recorded exceeds the actual amount exerciseable under
the vesting schedules applicable to the CARs and Rights. The recorded
liability under APB 25 is $40,652,000 as of June 30, 1997, however there
were no CARs or Rights exerciseable as of that date.. The actual amount
of compensation payable, if any, to the Executive and the Grantees at
the time of settlement, as well as the cumulative amount of compensation
expense recorded in the financial statements, if any, will depend upon
the vesting status and the fair market value of Teligent, among other
factors.
    


6.    MINORITY INTEREST

   
The minority interest liability and related income or expense reflects
the outside minority ownership of consolidated subsidiaries. However, in
1997 the minority interest for the three and six month periods ended
June 30, 1997 do not reflect the minority interest in Teligent's losses
of $19,400 and $23,715 (income effects). Such minority interest income
is not recognizable under Generally Accepted Accounting Principles due
to the limited liability of the members of Teligent. If such minority
interests were recognized, the Company's losses would have been
$(19,618), or $(1.04) per share, and $(24,409), or $(1.30) per share,
for the respective three and six months ended June 30, 1997.
    


7.    SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest was approximately $1,578,000 and $1,107,000 for
the six months ended June 30, 1997 and 1996, respectively. The Company
made no federal or state income tax payments during the six months ended
June 30, 1997 and 1996. Grupo Portatel, S.A. de C.V. ("Grupo"), a
consolidated subsidiary of the Company, paid approximately $251,000 and
$394,000 in Mexican taxes in the six months ended June 30, 1997 and
1996, respectively. Noncash financing activities of the Company for the
six months ended June 30, 1996 include a contribution by minority
interests of notes receivable from related parties of $7,162,000 and
long-term debt of $2,845,000 assumed by a cellular equipment vendor, as
guarantor of Grupo's long-term debt.


8.    PER SHARE DATA

Weighted average common shares outstanding do not include common stock
equivalents since their effect on the net loss per common share would be
antidilutive.

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("FASB 128"). FASB 128 specifies the computation, presentation
and disclosure requirements for earnings per share. FASB 128 is
effective for financial statements issued for periods ending after
December 15, 1997, including interim periods, and requires restatement
of all prior-period per share data presented. Earlier application is not
permitted. The Company plans to adopt FASB 128 at year-end 1997. The
implementation of FASB 128 is not expected to have a material impact on
the reported per share data of the Company.


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


           This Form 10-Q contains certain forward looking statements
about the Company's completion of pending transactions and availability
of certain tax benefits. Any such statements are subject to risks that
could cause the actual results or needs to vary materially.


Financial Condition

           Currently, the Company's cash requirements (other than those
of Teligent) are being met by a $100,000,000 demand discretionary bank
line of credit and margin loan facilities with three brokerage firms.
Borrowings under the $100,000,000 line of credit are limited to 65% of
the market value of the TCI Group common stock pledged as security under
the agreement, and bear interest at rates as offered by the bank at the
time of borrowing. The line expires on November 30, 1997, and the
Company presently anticipates renewal of such facility.

           The Company's margin loan facilities are also secured by
shares of TCI Group common stock. Borrowings under one of the margin
loan facilities are limited to 65% of the market value of the pledged
stock, with an additional 15% collateral requirement if borrowings
exceed $100,000,000, up to a maximum of $200,000,000. Borrowings under
the other two brokerage margin loan facilities are limited to 50% of the
market value of the pledged stock. Borrowings under the three margin
loan facilities bear interest at variable rates based upon the broker
call rate or the Fed Funds rate plus an applicable margin, as offered by
the brokerage firm at the time of borrowing. The weighted average
interest rate under the $100,000,000 line of credit and the margin loan
facilities for the six months ended June 30, 1997 was approximately
6.2%.

           As of August 11, 1997, based on the market value of the
11,879,976 shares of TCI Group Series A Common Stock pledged in the
aggregate and aggregate outstanding short-term obligations under these
credit facilities of approximately $88,586,000 the Company's unused
borrowing capacity is approximately $52,346,000. A significant portion
of the Company's assets are liquid, and can be pledged as security for
added borrowing capacity. Given the market value of the remaining shares
of marketable equity securities that can be pledged as additional
security, the Company's borrowing facilities provide for maximum
aggregate unused borrowings of approximately $237,269,000 as of August
11, 1997. The Company's ability to meet cash needs in the near term for
future development depends in large part on the value of the marketable
equity securities. The Company periodically evaluates its financial
position and alternative financing arrangements.

           In addition, Teligent has a $50,000,000 secured bank
revolving credit facility which is available to meet the cash needs of
Teligent. Borrowings under this credit facility bear interest at
variable rates based upon the LIBOR rate, prime rate or the Fed Funds
rate, plus an applicable margin, as offered by the bank. The weighted
average interest rate under this credit facility for the six months
ended June 30, 1997 was approximately 8.1%. A facility fee of 1/2% of
the total credit available and a commitment fee of 1/2% of the unused
portion of the facility are payable quarterly. Borrowings under
Teligent's credit facility are secured by a pledge of the Company's
stock in MSI, a pledge of the stock of DSC, a pledge of MSI's and DSC's
member interests in Teligent, and a pledge of all of the assets of MSI,
DSC, and Teligent, and are guaranteed by MSI and DSC. The revolving
credit facility restricts the payment of distributions or dividends by
Teligent. Based upon outstanding short-term obligations under the
Teligent credit facility of $29,000,000 as of August 11, 1997, Teligent
has unused borrowing capacity of $21,000,000. The revolving credit
facility matures on December 19, 1997, and Teligent is presently
evaluating its long-term financing options.

           In the six months ended June 30 1997, the Company sold
110,000 shares of Liberty Series A for pretax proceeds of approximately
$2,512,000, and has recognized a gain on the sale of approximately
$2,485,000. The Company expects to utilize its federal net operating
loss carryforwards to offset the taxes resulting from the gain. The
Company used the proceeds from the sale of the securities for working
capital and to fund the development of its wireless communications
businesses.

           Portatel del Sureste, S.A. de C.V. ("Portatel"), a wholly
owned subsidiary of Grupo, has long-term debt obligations under various
credit facilities with a U.S. bank and various related parties (the
"Portatel Credit Agreements"). Such long-term obligations are
denominated in U.S. dollars and were incurred for working capital,
including the purchase and construction of cellular telephone
infrastructure equipment. The outstanding debt under the Portatel Credit
Agreements at June 30, 1997 is $9,368,000. Grupo and Portatel have no
external available lines of credit as of June 30, 1997. The Company may
be required to meet additional capital requirements with respect to its
ownership interest in Grupo.

           Pursuant to the Stock Agreement, Teligent has made payments
totaling $5,770,000 (see Note 2 to the consolidated financial statements
included elsewhere herein). Upon consummation of the transaction
contemplated by the Stock Agreement, Teligent may be required to make an
additional cash payment of up to $4,950,000.

           Net cash used in operating activities was $18,953,000 and
$11,172,000 for the six months ended June 30, 1997 and 1996,
respectively. The Company's operating cash needs increased in the 1997
period primarily for expenses of Teligent, which was formed in March
1996. Net cash used in investing activities was $13,029,000 for the six
months ended June 30, 1997 and $5,039,000 for the same period of 1996.
The $7,990,000 change between periods was primarily due to $5,770,000
paid pursuant to the Stock Agreement (see Note 2 to the consolidated
financial statements included elsewhere herein) and an increase in
capital expenditures attributable to construction of Teligent's
broadband wireless network. Net cash provided by financing activities in
the 1997 and 1996 periods of $32,680,000 and $16,351,000, respectively,
was principally from borrowings by the Company. The increase between
periods is primarily the result of higher borrowings in the 1997 period
principally to finance the investing and operating activities of
Teligent and TruePosition(TM), the Company's cellular telephone and
wireless transmitter location system.


Operating Results for the Three Months Ended June 30, 1997, Compared to
  the Three Months Ended June 30, 1996

           Revenues from wireless communication services increased
$1,005,000, or 23% in the 1997 period compared to the 1996 period. The
increase is attributable to an increase in Grupo's cellular
communication services revenue, principally a result of growth in
Grupo's subscriber base. Cost of wireless communication services
increased $1,315,000, or 56% between periods principally due to the
costs associated with the growth of Grupo's subscriber base and to
operating costs incurred by Teligent, which began providing wireless
communication services in 1996.

           Radio broadcasting revenues increased $225,000, or 38% for
the 1997 period compared to the 1996 period, and the cost of radio
broadcasting increased $55,000, or 34%. The increase in revenues and
costs is principally the result of the acquisition of WLYR-FM (formerly
known as WCEZ-FM) on May 31, 1996.

           Direct research and development expenses of $1,727,000 and
$1,955,000 in the 1997 and 1996 periods, respectively, primarily
represent expenditures for TruePosition. Sales, general and
administrative expenses were $11,874,000 and $4,395,000 in the 1997 and
1996 periods, respectively. The increase from 1996 to 1997 of $7,479,000
was principally the result of expenditures for Teligent, which was
formed in March 1996.

           The subsidiary appreciation rights expense for Teligent of
$35,790,000 recorded in the second quarter of 1997 reflects a non-cash
charge resulting from additional grants, vesting, and the appreciation
in value of Teligent. Grants commenced in September 1996, thus there is
no comparable expense in the 1996 period.

           The Company's equity in loss of affiliate was $467,000 in the
1996 period and reflects the Company's share of the results of Teletrac,
Inc. ("Teletrac") for the 1996 period. Through November 1996, the
Company held 20% of the voting stock of Teletrac and accounted for its
investment in Teletrac under the equity method. As a result of
Teletrac's issuance of convertible preferred stock in early December
1996, the Company's voting interest in Teletrac was reduced to
approximately 13% and, accordingly, the Company began accounting for its
investment under the cost method.

   
           The $262,000 gain on the sale of marketable equity securities
in the 1997 period is the result of the sale of 10,000 shares of Liberty
Series A and the $719,000 gain on the sale of marketable equity
securities in the 1996 period is the result of the sale of 90,000 shares
of General Communication, Inc. Class A Common Stock. Interest and
dividend income was $808,000 and $432,000 in the 1997 and 1996 periods,
respectively. The increase in 1997 of $376,000 is primarily the result
of an increase in the level of receivables from related parties, which
includes certain interest-bearing notes. Interest expense was $1,946,000
and $813,000 in the 1997 and 1996 periods, respectively. The increase in
1997 of $1,133,000 is the result of an increase in the level of
short-term obligations, offset in part by a decrease in the level of
Portatel's long-term debt. Minority interests were $43,000 and $501,000
in the 1997 and 1996 periods, respectively. The 1997 minority interest
expense represents the minority ownership interest in the net income of
all consolidated subsidiaries except Teligent. The 1996 minority
interest included the minority interest ownership interest in Teligent's
net loss. Such interest is not recognized in 1997 under Generally
Accepted Accounting Principles ("GAAP") due to the negative equity
position of Teligent in 1997 (See Note 6 to the consolidated financial
statements included elsewhere herein).

           The Company recognized an income tax benefit (net of foreign
tax expense of Grupo) at an effective rate of approximately 26% and 32%
in the 1997 and 1996 periods, respectively. The principal difference
between the 1997 effective tax rate and the statutory rate is the
recognition by the Company of 100% of the net loss of Teligent with no
minority interest adjustment (see Note 6 to the consolidated financial
statements included elsewhere herein), while the Company's tax benefit
reflects 55% of such loss. Based on current projections, the Company
anticipates it will generate a net operating loss for federal income
taxes for the year ended December 31, 1997.
    

           The Company's net loss was $39,018,000 for the three months
ended June 30, 1997, compared to a net loss of $3,213,000 for the three
months ended June 30, 1996. The higher loss in the 1997 period of
$16,405,000 resulted primarily from the non-cash charge recorded for the
Teligent appreciation rights (net of the income tax benefit), as well as
increased operating and administrative expenditures for the start-up of
Teligent.


Operating Results for the Six Months Ended June 30, 1997, Compared to
  the Six Months Ended June 30, 1996

           Revenues from wireless communication services increased
$1,851,000, or 22% in the 1997 period compared to the 1996 period. The
increase is attributable to an increase in Grupo's cellular
communication services revenue, principally a result of growth in
Grupo's subscriber base. Cost of wireless communication services
increased $1,990,000, or 45% between periods principally due to the
costs associated with the growth of Grupo's subscriber base and to
operating costs incurred by Teligent, which began providing wireless
communication services in 1996.

           Radio broadcasting revenues increased $528,000, or 57% for
the 1997 period compared to the 1996 period, and the cost of radio
broadcasting increased $76,000, or 23%. The increase in revenues and
costs is principally the result of the acquisition of WLYR-FM (formerly
known as WCEZ-FM) on May 31, 1996.

           Direct research and development expenses of $3,304,000 and
$3,683,000 in the 1997 and 1996 periods, respectively, primarily
represent expenditures for TruePosition. Sales, general and
administrative expenses were $20,706,000 and $8,383,000 in the 1997 and
1996 periods, respectively. The increase from 1996 to 1997 of
$12,323,000 was principally the result of expenditures for Teligent,
which was formed in March 1996.

           The subsidiary appreciation rights expense for Teligent of
$37,873,000 recorded in the first half of 1997 reflects a non-cash
charge resulting from additional grants, vesting, and the appreciation
in value of Teligent. Grants commenced in September 1996, thus there is
no comparable expense in the 1996 period.

           The Company's equity in loss of affiliate was $794,000 in the
1996 period and reflects the Company's share of the results of Teletrac,
Inc. ("Teletrac") for the 1996 period. Through November 1996, the
Company held 20% of the voting stock of Teletrac and accounted for its
investment in Teletrac under the equity method. As a result of
Teletrac's issuance of convertible preferred stock in early December
1996, the Company's voting interest in Teletrac was reduced to
approximately 13% and, accordingly, the Company began accounting for its
investment under the cost method.

   
           The $2,485,000 gain on the sale of marketable equity
securities in the 1997 period is the result of the sale of 110,000
shares of Liberty Series A and the $3,397,000 gain on the sale of
marketable equity securities in the 1996 period is the result of the
sale of 41,598 shares of Tele-Communications, Inc. Class B 6% Cumulative
Redeemable Exchangeable Junior Preferred Stock and 90,000 shares of
General Communication, Inc. Class A Common Stock. Interest and dividend
income was $1,332,000 and $1,128,000 in the 1997 and 1996 periods,
respectively. The increase in 1997 of $204,000 is primarily the result
of an increase in the level of receivables from related parties, which
includes certain interest-bearing notes. Interest expense was $3,512,000
and $2,007,000 in the 1997 and 1996 periods, respectively. The increase
in 1997 of $1,505,000 is the result of an increase in the level of
short-term obligations, offset in part by a decrease in the level of
Portatel's long-term debt. Minority interests were $1,350,000 of expense
in the 1997 period and $1,351,000 of income in the 1996 period. The 1997
minority interest expense represents the minority ownership interest in
the net income of all consolidated subsidiaries except Teligent. The
1996 minority interest included the minority interest ownership interest
in Teligent's net loss. Such interest is not recognized in 1997 under
GAAP due to the negative equity position of Teligent in 1997 (See Note 6
to the consolidated financial statements included elsewhere herein).

           The Company recognized an income tax benefit (net of foreign
tax expense of Grupo) at an effective rate of approximately 21% and 33%
in the 1997 and 1996 periods, respectively. The principal difference
between the 1997 effective tax rate and the statutory rate is the
recognition by the Company of 100% of the net loss of Teligent with no
minority interest adjustment (see Note 6 to the consolidated financial
statements included elsewhere herein), while the Company's tax benefit
reflects 55% of such loss. Based on current projections, the Company
anticipates it will generate a net operating loss for federal income
taxes for the year ended December 31, 1997.

           The Company's net loss was $48,124,000 for the six months
ended June 30, 1997, compared to a net loss of $4,802,000 for the six
months ended June 30, 1996. The higher loss in the 1997 period of
$43,322,000 resulted primarily from the non-cash charge recorded for the
Teligent appreciation rights (net of the income tax benefit), as well as
increased operating and administrative expenditures for the start-up of
Teligent.
    


PART II--OTHER INFORMATION

Item 1.    Legal Proceedings

           As disclosed in the Company's Annual Report on Form 10-K for
           the year ended December 31, 1996, the Federal Communications
           Commission (the "FCC") issued an Order (the "Relocation
           Order") on March 14, 1997 providing for the relocation of the
           digital electronic message system licenses ("DEMS") from the
           18 GHz band to a reallocated portion of the 24 GHz band,
           pursuant to a request by the National Telecommunications &
           Information Administration acting on behalf of the Department
           of Defense. The Relocation Order provided for the relocation
           of DEMS from 100 MHz over 5 channels at 18 GHz to 400 MHz
           over 5 channels at 24 GHz, allowing DEMS systems to maintain
           equivalent information capacity to similarly engineered
           systems at 18 GHz. On June 24, 1997, the FCC issued an
           additional order (the "Implementation Order"), which
           implemented the Relocation Order in part by modifying various
           DEMS licenses, including those held by affiliates of the
           Company, to authorize DEMS operations at 24 GHz. The
           Relocation Order and the Implementation Order were subject to
           an administrative and judicial review period and, during this
           period, five parties filed petitions with the FCC seeking
           either partial or full reconsideration or review of one or
           both orders. The parties -- BellSouth Corporation, WinStar
           Communications, Inc., Millimeter Wave Carrier Association,
           Inc., DirecTV Enterprises, Inc. and WebCel Communications,
           Inc. -- have challenged the FCC's issuance of the Relocation
           Order without conducting a notice and comment rulemaking
           proceeding pursuant to the national security exemption to the
           FCC's otherwise applicable statutory requirement to
           promulgate rules through notice and comment proceedings. In
           addition, DirectTV Enterprises, Inc. has filed a petition for
           rulemaking with the FCC, requesting that the FCC grant
           permission for DirecTV to construct and operate satellite
           uplink facilities in certain areas on a portion of the 24 GHz
           frequencies allocated and granted to DEMS licensees. The FCC
           has the option to dismiss the petitions or to initiate public
           notice and comment proceedings concerning the issues which
           the FCC decided in the Relocation Order. The Company and its
           affiliates have filed timely responses with the FCC opposing
           the petitions for reconsideration and review, and continue to
           build-out their networks as permitted under their licenses,
           the Relocation Order and the Implementation Order.

Item 4.    Submission of Matters to a Vote of Security Holders

           On June 5, 1997, the Company held its 1997 Annual Meeting, at
           which the Company's stockholders elected Donald H. Jones as a
           director of the Company to hold office for a term of three
           years. 8,165,087 votes were cast for the election of Mr.
           Jones, and there were 106,865 votes to withhold authority.
           The terms of Myles P. Berkman and Joseph A. Katarincic as
           directors continue until such terms expire at the Company's
           1998 Annual Meeting and the term of David J. Berkman
           continues until such term expires at the Company's 1999
           Annual Meeting.


Item 6.    Exhibits and Reports on Form 8-K

           (a) Exhibits. The following exhibits are filed as part of
           this Form 10-Q:

                     Exhibit
                     Number                         Description

                       3.1    Restated Certificate of Incorporation,
                              filed as Exhibit 3.1 to Registration
                              Statement on Form 10/A dated November 15,
                              1994 and incorporated herein by reference.

                       3.2    Amended and Restated By-Laws, filed as
                              Exhibit 3.2 to Registration Statement on
                              Form 10/A dated November 15, 1994 and
                              incorporated herein by reference.

                       4.1    Common Stock Certificates, filed as
                              Exhibits 4.2 and 4.3 to Form 8-K, dated
                              December 22, 1994 and incorporated herein
                              by reference.

                       4.2    Rights Agreement, dated as of December 15,
                              1994, by and between the Company and
                              Mellon Bank, N.A., filed as Exhibit 4.1 to
                              Form 8-K, dated December 22, 1994 and
                              incorporated herein by reference.

                       27     Article 5 Financial Data Schedule for
                              Quarterly Report on Form 10-Q for the
                              quarter ended June 30, 1997 (filed only
                              electronically with the Securities and
                              Exchange Commission).


           (b) Reports on Form 8-K. The Company did not file any reports
on Form 8-K during the three months ended June 30, 1997.


                               SIGNATURES

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


                                        THE ASSOCIATED GROUP, INC.
                                                (Registrant)




Date:  August 11, 1997                    By:  /s/ Myles P. Berkman
                                              --------------------
                                               Myles P. Berkman
                                    Chairman, President, Chief Executive
                                             Officer and Treasurer
                                    (Principal Financial and Accounting 
                                             Officer)





                              EXHIBIT INDEX

                                                                Page Where
                                                                 Found or
   Exhibit                                                     Incorporated
   Number                                                      by Reference
  ----------                                                 ---------------

    3.1     Restated Certificate of Incorporation,                  *
            filed as Exhibit 3.1 to Registration
            Statement on Form 10/A dated November 15,
            1994 and incorporated herein by reference.

    3.2     Amended and Restated By-Laws, filed as                  *
            Exhibit 3.2 to Registration Statement on
            Form 10/A dated November 15, 1994 and
            incorporated herein by reference.

    4.1     Common Stock Certificates, filed as                     *
            Exhibits 4.2 and 4.3 to Form 8-K, dated
            December 22, 1994 and incorporated herein
            by reference.

    4.2     Rights Agreement, dated as of December 15,              *
            1994, by and between the Company and Mellon
            Bank, N.A., filed as Exhibit 4.1 to Form
            8-K, dated December 22, 1994 and
            incorporated herein by reference.

    27      Article 5 Financial Data Schedule for                  **
            Quarterly Report on Form 10-Q for the
            quarter ended June 30, 1997.

---------------------
*   Previously filed and incorporated by reference
**  Filed only electronically with the Securities and Exchange Commission