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

                               FORM 10-Q/A

                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 March 31, 1997

                                    OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from          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 May 12, 1997:

               Common Stock, Class A              9,382,962
               Common Stock, Class B              9,398,410



PART I--FINANCIAL INFORMATION

Item 1.  Financial Statements


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

<TABLE>
<CAPTION>
                                                                         March 31,            December 31,
                                                                           1997                   1996
                                                                  ------------------------------------------
                                                                             (amounts in thousands)

<S>                                                               <C>                     <C>              
ASSETS
Current assets:
   Cash and cash equivalents (approximates fair value)            $            2,802      $           3,341
   Accounts receivable, less allowance for
     doubtful accounts (March 31, 1997--$2,470,000;
     December 31, 1996--$2,355,000)                                            4,604                  4,103
   Notes receivable from related parties                                         206                    203
   Inventory held for resale                                                   1,630                  1,622
   Prepaid expenses and other assets                                           1,188                    651
   Deferred income taxes                                                       2,011                  2,008
                                                                  --------------------   -------------------
                 Total current assets                                         12,441                 11,928

Property and equipment, net of accumulated
   depreciation and amortization (March 31,
   1997--$26,052,000; December 31, 1996--$24,952,000)                         28,121                 27,513

Marketable equity securities, at fair value
   (cost:  March 31, 1997--$7,627,000;
   December 31, 1996--$6,882,000)                                            405,508                425,895
Notes receivable from related parties                                         28,798                 28,780
Investments in wireless communications affiliates                             16,505                 16,108
Other noncurrent assets                                                       14,090                  8,710
                                                                  --------------------   -------------------

Total assets                                                      $          505,463     $          518,934
                                                                  ====================   ===================

See notes to consolidated financial statements




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


                                                                           March 31,            December 31,
                                                                             1997                   1996
                                                                    ------------------------------------------
                                                                               (amounts in thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                 $            6,537     $            7,716
   Employee compensation                                                         6,051                  4,753
   Due to cellular equipment vendor                                             15,069                 15,069
   Short-term obligations                                                       94,236                 77,526
   Current portion of long-term debt                                             2,082                  2,082
   Other current liabilities                                                     1,925                  1,004
                                                                    --------------------       ---------------
                 Total current liabilities                                     125,900                108,150

Deferred compensation                                                            1,680                  1,440
Long-term debt, excluding current portion                                        8,156                  8,326
Deferred income taxes                                                          117,322                127,183
Minority interests (Note 6)                                                      9,233                  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 (March 31, 1997--$139,258,000;
     December 31, 1996--$146,654,000)                                          258,624                272,359
   Retained earnings (deficit)                                                 (17,350)                (8,244)
                                                                    --------------------   -------------------
                 Total stockholders' equity                                    243,172                266,005
                                                                    --------------------   -------------------

Total liabilities and stockholders' equity                          $          505,463     $          518,934
                                                                    ====================   ===================
</TABLE>

See notes to consolidated financial statements





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

<TABLE>
<CAPTION>
                                                                          Three Months Ended March 31,
                                                                            1997                   1996
                                                                    -----------------------------------------
                                                                         (amounts in thousands, except
                                                                          share and per share amounts)

<S>                                                                  <C>                    <C>            
Revenues:
   Wireless communication services                                   $         4,808        $         3,962
   Radio broadcasting                                                            645                    342
   Art gallery                                                                   189                    132
                                                                    ------------------     ------------------
                                                                               5,642                  4,436

Costs and expenses:
   Cost of sales and services:
     Wireless communication services                                           2,773                  2,098
     Radio broadcasting                                                          186                    165
     Art gallery                                                                 128                     96
   Direct research and development expenses                                    1,577                  1,543
   Sales, general and administrative expenses                                 10,915                  4,173
   Depreciation and amortization expense                                       1,332                  1,268
                                                                    ------------------     ------------------
                                                                              16,911                  9,343
                                                                    ------------------     ------------------
Operating loss                                                               (11,269)                (4,907)

Equity in loss of affiliate                                                       -                    (327)

Other income (expense):
   Gain on sale of marketable equity securities                                2,223                  2,678
   Interest and dividend income                                                  524                    696
   Interest expense                                                           (1,566)                (1,194)
   Other                                                                          32                   (200)
   Minority interests (Note 6)                                                (1,393)                   850
                                                                    ------------------     ------------------
                                                                                (180)                 2,830
                                                                    ------------------     ------------------
Loss before income taxes                                                     (11,449)                (2,404)

Income tax benefit                                                             2,343                   815
                                                                    ------------------     ------------------

Net loss                                                             $        (9,106)       $        (1,589)
                                                                    ==================     ==================

Net loss per common share                                            $          (.48)       $          (.08)
                                                                    ==================     ==================

Weighted average common shares outstanding                                18,781,122             18,765,947
</TABLE>

See notes to consolidated financial statements





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

<TABLE>
<CAPTION>
                                                                               Three Months Ended March 31,
                                                                            1997                         1996
                                                                    -----------------------------------------------
                                                                                  (amounts in thousands)
<S>                                                                   <C>                          <C>            
Cash Flows From Operating Activities
   Net loss                                                           $       (9,106)              $       (1,589)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation and amortization                                             1,332                        1,268
     Provision for losses on accounts receivable                                 266                          282
     Equity in loss of affiliate                                                  -                           327
     Gain on sale of marketable equity securities                             (2,223)                      (2,678)
     Minority interests (Note 6)                                               1,393                         (850)
     Provision for deferred income taxes                                      (2,468)                        (865)
     Other                                                                       546                           -
     Change in assets and liabilities:
       Accounts receivable                                                      (767)                        (669)
       Notes receivable from related parties                                    (133)                          -
       Inventory held for resale                                                  (8)                          50
       Prepaid expenses and other assets                                        (537)                         139
       Accounts payable                                                       (1,179)                      (2,836)
       Employee compensation                                                   1,298                         (523)
       Other current liabilities                                                 921                          339
       Deferred compensation                                                     240                           20
                                                                    ------------------            -----------------
Net Cash Used In Operating Activities                                        (10,425)                      (7,585)

Cash Flows From Investing Activities
   Cash and cash equivalents from consolidation of affiliate                      -                           751
   Purchases of property and equipment                                        (1,712)                        (163)
   Proceeds from sale of marketable equity securities                          2,245                        2,690
   Purchase of marketable equity securities                                     (767)                          -
   Increase in notes receivable from related parties                            (458)                        (815)
   Investments in wireless communications affiliates                            (397)                      (1,596)
   Payment  relating to  acquisition  of wireless  communications
       business (Note 2)                                                      (5,570)                          -
   Other investing activities, net                                               (13)                        (403)
                                                                    ------------------            -----------------
Net Cash (Used In) Provided By Investing Activities                           (6,672)                         464

Cash Flows From Financing Activities
   Proceeds from short-term obligations, net                                  16,710                        6,420
   Increase in due to cellular equipment vendor                                   -                           346
   Repayment of long-term debt                                                  (170)                        (170)
   Investment by minority interests                                               -                           987
   Other financing activities, net                                                18                           -
                                                                    ------------------            -----------------
Net Cash Provided By Financing Activities                                     16,558                        7,583
                                                                    ------------------            -----------------

Net (Decrease) Increase In Cash And Cash Equivalents                            (539)                         462
Cash And Cash Equivalents At Beginning Of Period                               3,341                        1,018
                                                                    ==================            =================
Cash And Cash Equivalents At End Of Period                            $        2,802               $        1,480
                                                                    ==================            =================
</TABLE>

See notes to consolidated financial statements




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 three months ended March
31, 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 Associated Communications, L.L.C. ("ACOM"), a joint
venture limited liability company which provides administrative and
management services to each of MSI and DSC. On March 10, 1997, ACOM
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 ACOM in exchange for an initial cash payment and additional
cash payments and ownership interests in ACOM upon consummation of the
transactions and ACOM's acquisition of the stock and the licenses
contemplated by the Stock Agreement. Consummation of the transactions 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
ACOM 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 ACOM 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 March 31, 1997 is a
payment of $5,570,000 relating to 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.

In the first quarter of 1997, the Company sold 100,000 shares of Liberty
Series A for pretax proceeds of approximately $2,245,000, and has
recognized a gain on the sale of approximately $2,223,000.

The cost and market value of marketable equity securities classified as
available for sale at March 31, 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
------------------------------------------------------   ----------------    ------------------  -----------------

<S>                                                          <C>                  <C>                  <C>     
Tele-Communications, Inc.:
     TCI Group Series A Common Stock                         12,479,976           $ 3,505              $149,760
     TCI Group Series B Common Stock                          7,071,852             1,178                90,166
     Liberty Media Group Series A Common Stock                5,463,970             1,344               108,938
     Liberty Media Group Series B Common Stock                1,767,963               273                37,127

TCI Satellite Entertainment, Inc.:
     Series A Common Stock                                    1,247,997               334                 9,672
     Series B Common Stock                                      707,185                90                 5,657

Others                                                          Various               903                 4,188
                                                                             ------------------   -----------------
                                                                                  $ 7,627              $405,508
                                                                             ==================   =================
</TABLE>

Including the effects of the sale of marketable equity securities during
the periods, the adjustment to the unrealized gain on marketable equity
securities, net of tax, recorded as a separate component of stockholders'
equity was a decrease of $13,735,000 and $26,641,000 in the three months
ended March 31, 1997 and 1996, respectively.


4.  SHORT-TERM OBLIGATIONS

As of March 31, 1997, the Company's outstanding short-term obligations
were as follows (in thousands):


     General Credit Facilities:
         $100 million demand discretionary bank line of credit       $19,000
         Three brokerage margin loan facilities                       61,736
                                                                  ----------
                                                                      80,736
     ACOM Credit Facility:
         $50 million secured bank revolving credit facility           13,500
                                                                  ----------
                                                                     $94,236
                                                                  ==========


Included in the general credit facilities listed above is a brokerage
margin loan facility secured by the Company in January 1997. At March 31,
1997, an aggregate of 10,899,980 shares of TCI Group Series A Common
Stock was pledged as collateral under the Company's general credit
facilities. Subsequent to March 31, 1997 and through May 12, 1997, an
additional 979,996 shares of TCI Group Series A Common Stock were
pledged, increasing the total number of shares pledged to 11,879,976.


5.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest was approximately $472,000 and $380,000 for the
three months ended March 31, 1997 and 1996, respectively. The Company
made no federal and state income tax payments during the three months
ended March 31, 1997 and 1996. Grupo Portatel, S.A. de C.V. ("Grupo"), a
consolidated subsidiary of the Company, paid approximately $127,000 and
$158,000 in Mexican taxes in the three months ended March 31, 1997 and
1996, respectively. Noncash financing activities of the Company for the
three months ended March 31, 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.


6.  MINORITY INTEREST

   
The minority interest liability and related expense reflect the outside
minority ownership of consolidated subsidiaries. However, the minority
interest for the three month period ended March 31, 1997 does not reflect
the minority interest in ACOM's loss of $4,315 (income effect). Such
minority interest income is not recognizable under Generally Accepted
Accounting Principles due to the negative equity position of ACOM and the
limited liability of the members of ACOM. If such minority interest were
recognized, the Company's loss would have been $(4,791), or $(.26) per
share, for the three months ended March 31, 1997.
    


7.  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 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 three months ended March 31, 1997 was approximately 6.2%.

         As of May 12, 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 $83,555,000, the Company's unused borrowing
capacity is approximately $27,382,000. 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 $188,165,000 as of May 12, 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, ACOM has a $50,000,000 secured bank revolving
credit facility which is available to meet the cash needs of ACOM.
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 three months ended March 31, 1997
was approximately 8.5%. 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 ACOM'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 ACOM, and a
pledge of all of the assets of MSI, DSC, and ACOM, and are guaranteed by
MSI and DSC. The revolving credit facility restricts the payment of
distributions or dividends by ACOM. Based upon outstanding short-term
obligations under the ACOM credit facility of approximately $19,000,000
as of May 12, 1997, ACOM has unused borrowing capacity of approximately
$31,000,000. The revolving credit facility matures on December 19, 1997,
and ACOM is presently evaluating its long-term financing options.

         In the first quarter of 1997, the Company sold 100,000 shares of
Liberty Series A for pretax proceeds of approximately $2,245,000, and has
recognized a gain on the sale of approximately $2,223,000. The Company
expects to utilize its 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 March 31, 1997
is $10,238,000. Grupo and Portatel have no external available lines of
credit as of March 31, 1997. The Company may be required to meet
additional capital requirements with respect to its ownership interest in
Grupo.

         In March 1997, pursuant to the Stock Agreement, ACOM made a
payment of $5,570,000 (see Note 2 to the consolidated financial
statements included elsewhere herein). Upon consummation of the
transactions contemplated by the Stock Agreement, ACOM will be required
to make an additional cash payment of up to $5,000,000.

         Net cash used in operating activities was $10,425,000 and
$7,585,000 for the three months ended March 31, 1997 and 1996,
respectively. The Company's operating cash needs increased in the 1997
period primarily for expenses of ACOM, which was formed in March 1996.
Net cash used in investing activities was $6,672,000 for the three months
ended March 31, 1997 and net cash provided by investing activities was
$464,000 for the three months ended March 31, 1996. The $7,136,000 change
between periods was primarily due to $5,570,000 paid pursuant to the
Stock Agreement (see Note 2 to the consolidated financial statements
included elsewhere herein) and $1,712,000 in capital expenditures made
primarily for the construction of the ACOM broadband wireless network.
The Company's borrowings comprise most of the net cash provided by
financing activities in the 1997 and 1996 periods of $16,558,000 and
$7,583,000, respectively. The increase between periods is primarily the
result of higher borrowings in the 1997 period principally to finance the
investing and operating activities of ACOM and TruePosition(TM), the
Company's cellular telephone and wireless transmitter location system.


Operating Results for the Three Months Ended March 31, 1997,
Compared to the Three Months Ended March 31, 1996

         Revenues from wireless communication services increased
$846,000, or 21% in the 1997 period compared to the 1996 period. The
majority of 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 $675,000, or 32% between periods principally due to the costs
associated with the growth of Grupo's subscriber base and to operating
costs incurred by ACOM, which began providing wireless communications
services in mid-1996.

         Radio broadcasting revenues increased $303,000, or 89% for the
1997 period compared to the 1996 period, and the cost of radio
broadcasting increased $21,000, or 13%. The increase in revenues and
costs is principally the result of the acquisition of WLYR-FM (formerly
known as WCEZ-FM) in the second quarter of 1996.

         Direct research and development expenses of $1,577,000 and
$1,543,000 in the 1997 and 1996 periods, respectively, are comparable
between periods and primarily represent expenditures for TruePosition.
Sales, general and administrative expenses were $10,915,000 and
$4,173,000 in the 1997 and 1996 periods, respectively. The increase from
1996 to 1997 of $6,742,000 was principally the result of expenditures for
ACOM, which was formed in March 1996.

         The Company's equity in loss of affiliate was $327,000 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 $2,223,000 gain on the sale of marketable equity securities
in the 1997 period is the result of the sale of 100,000 shares of Liberty
Series A and the $2,678,000 gain on the sale of marketable equity
securities in the 1996 period is the result of the sale of 41,598 shares
of TCI Class B 6% Cumulative Redeemable Exchangeable Junior Preferred
Stock ("TCI Preferred Stock"). Interest and dividend income was $524,000
and $696,000 in the 1997 and 1996 periods, respectively. The decrease in
1997 of $172,000 is primarily the result of dividends received on the TCI
Preferred Stock in the first quarter of 1996, prior to the sale of such
shares. Interest expense was $1,566,000 and $1,194,000 in the 1997 and
1996 periods, respectively. The increase in 1997 of $372,000 is the
result of an increase in the level of outstanding short-term obligations,
offset by a decrease in the level of Portatel's long-term debt.

         Minority interests were $1,393,000 of expense in the 1997 period
and $850,000 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 ACOM's net loss. Such
interest is not recognized in 1997 under Generally Accepted Accounting
Principals due to the negative equity position of ACOM 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 20% and 34% 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 ACOM with no minority interest
adjustment, while the Company's tax benefit reflects 55% of such loss.
The tax benefit recorded for the three months ended March 31, 1997
includes approximately $2,332,000 of net operating 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 $9,106,000 for the three months ended
March 31, 1997, compared to a net loss of $1,589,000 for the three months
ended March 31, 1996. The higher loss in the 1997 period of $7,517,000
resulted primarily from higher expenditures for ACOM, increased interest
expense, and a lower gain on the sale of marketable equity securities in
the 1997 period compared to the 1996 period.






                                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:  May 12, 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 March 31, 1997.

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