UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
    Act of 1934

For the quarter ended                    March 31, 1997
                     -----------------------------------------------------------

[ ] 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:  333-05017

                           UIH Australia/Pacific, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Colorado                                             84-1341958
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

     4643 South Ulster St. #1300 Denver, CO                      80237
--------------------------------------------------------------------------------
    (Address of principal executive offices)                  (Zip Code)

                                 (303) 770-4001
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
             (Former name, former address and former fiscal year, if
                          changed since last report.)

     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.

                                               [X] Yes      [  ] No

     The Company has no publicly-trading  shares of capital stock. As of May 15,
1997, the Company had 500 shares of common stock outstanding.


<PAGE>

                           UIH AUSTRALIA/PACIFIC, INC.

                                TABLE OF CONTENTS


                                                                          Page
                                                                         Number
                                                                         ------
                         PART I - FINANCIAL INFORMATION
                         ------------------------------


Item 1 - Financial Statements
------

     Condensed Consolidated Balance Sheets as of March 31,
         1997 (Unaudited) and December 31, 1996............................   2

     Condensed Consolidated Statements of Operations For
         the Three Months Ended March 31 ,1997
         and 1996 (Unaudited)..............................................   3

     Condensed Consolidated Statement of Stockholders'
         Equity For the Three Months Ended
         March  31, 1997 (Unaudited).......................................   4

     Condensed Consolidated Statements of Cash Flows For
         the Three Months Ended March 31, 1997
         and 1996 (Unaudited)..............................................   5

     Notes to Condensed Consolidated Financial
         Statements (Unaudited)............................................   6


Item 2 - Management's Discussion and Analysis of Financial
------   Condition and Results of Operations...............................  10

                           PART II - OTHER INFORMATION
                           ---------------------------


Item 1 - Legal Proceedings.................................................  16
------                    

Item 5 - Other Information.................................................  17
------                    

Item 6 - Exhibits and Reports on Form 8-K..................................  17
------                                   



<PAGE>
<TABLE>
<CAPTION>

                                         UIH AUSTRALIA/PACIFIC, INC.
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                           (Stated in thousands, except share and per share data)
                                               (Unaudited)
                                                                                              March 31,    December 31,
                                                                                                1997           1996
                                                                                            -----------    ------------
ASSETS
<S>                                                                                          <C>           <C>  
Current assets
   Cash and cash equivalents........................................................         $  4,314       $ 19,220
   Short-term investments...........................................................               --         18,640
   Subscriber receivables...........................................................            2,304          1,625
   Related party receivables........................................................            2,317          1,958
   Other current assets.............................................................            4,044          2,393
                                                                                             --------       --------
            Total current assets....................................................           12,979         43,836

Other investments in affiliated companies, including marketable equity securities...            1,638          1,372
Property, plant and equipment, net of accumulated depreciation of  $40,358 and
     $27,038, respectively..........................................................          187,955        193,170
License fees, net of accumulated amortization of  $2,973 and $2,520, respectively...           10,004         10,387
Goodwill, net of accumulated amortization of  $5,227 and $3,835, respectively.......           56,101         58,134
Other non-current assets, net, including related party receivables of $1,600 and
     $1,600, respectively...........................................................           11,256         12,424
                                                                                             --------       --------
            Total assets............................................................         $279,933       $319,323
                                                                                             ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accrued liabilities and accounts payable, including related party payables of
          $2,685 and $1,905, respectively...........................................         $ 28,781       $ 20,412
    Construction payables...........................................................           16,786         38,331
    Accrued funding obligation......................................................              979          1,270
    Other current liabilities.......................................................            1,084          1,108
                                                                                             --------       --------
             Total current liabilities..............................................           47,630         61,121

Due to parent.......................................................................            3,348          2,758
Senior discount notes and other liabilities.........................................          258,834        251,397
                                                                                             --------       --------
             Total liabilities......................................................          309,812        315,276
                                                                                             --------       --------
Stockholders' Equity:
   Common stock $0.01 par value, 1,000 shares authorized, 500 and 500 shares
        issued and outstanding, respectively........................................               --             --
   Additional paid-in capital.......................................................          112,485        112,485
   Unrealized loss on investment....................................................           (3,146)        (3,412)
   Cumulative translation adjustments...............................................              856          1,867
   Accumulated deficit..............................................................         (140,074)      (106,893)
                                                                                             --------       --------
              Total stockholders' equity............................................          (29,879)         4,047
                                                                                             --------       --------
              Total liabilities and stockholders' equity............................         $279,933       $319,323
                                                                                             ========       ========

         The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>


                                                               2

<PAGE>
<TABLE>
<CAPTION>

                                       UIH AUSTRALIA/PACIFIC, INC.
                              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                          (Stated in thousands, except share and per share data)
                                             (Unaudited)


                                                                                              For the Three Months Ended
                                                                                                       March 31,
                                                                                              --------------------------
                                                                                                 1997             1996
                                                                                              ---------        ---------
<S>                                                                                            <C>             <C>  
Service and other revenue...................................................................   $ 14,492        $  1,934

System operating expense, including related party expense of $402 and $143,
    respectively............................................................................    (10,062)         (5,083)
System selling, general and administrative expense .........................................    (11,034)         (2,044)
Corporate general and administrative expense, including management fees to a
    related party of $188 and $188, respectively............................................       (283)           (292)
Depreciation and amortization...............................................................    (17,305)         (2,748)
                                                                                               --------        --------

    Net operating loss......................................................................    (24,192)         (8,233)

Equity in losses of affiliated companies....................................................       (366)         (1,033)
Interest income.............................................................................        216              57
Interest expense ...........................................................................     (8,591)           (224)
Interest income (expense), related party, net ..............................................        (30)            331
Other expense, net..........................................................................       (218)           (288)
                                                                                               --------       ---------

    Net loss before minority interest.......................................................    (33,181)         (9,390)

Minority interest in subsidiaries...........................................................        --              726
                                                                                               --------        --------
    Net loss ...............................................................................   $(33,181)       $ (8,664)
                                                                                               ========        ========

Net loss per common share ..................................................................   $(66,362)       $(l7,791)
                                                                                               ========        ========

Weighted average number of common shares outstanding........................................        500             487
                                                                                               ========        ========



          The  accompanying notes are an integral part of these condensed consolidated financial statements.

                                                       3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
  
                                         UIH AUSTRALIA/PACIFIC, INC.
                          CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (Stated in thousands, except share data)
                                               (Unaudited)


                                                                     Unrealized
                                   Common Stock      Additional      Gain (Loss)    Cumulative
                                  ---------------     Paid-In            On        Translation      Accumulated
                                  Shares   Amount     Capital        Investment     Adjustment        Deficit        Total
                                  ------   ------    ----------      ----------    -----------       ----------     -------
<S>                                <C>      <C>       <C>              <C>            <C>            <C>            <C>
Balances, December 31, 1996..      500      $ --      $112,485         $(3,412)       $  1,867       $(106,893)     $  4,047
Unrealized gain on
   investment................       --        --            --             266              --              --           266
Change in cumulative
  translation adjustment.....       --        --            --              --          (1,011)             --        (1,011)
Net loss.....................       --        --            --              --              --         (33,181)      (33,181)
                                   ---      ----      --------         -------         -------        --------      --------

Balances, March 31, 1997.....      500      $ --      $112,485         $(3,146)        $   856       $(140,074)     $(29,879)
                                   ===      ====      ========         =======         =======       =========      ========




                The  accompanying  notes are an integral part of these  condensed consolidated financial statements.

</TABLE>
                                                                   4
<PAGE>
<TABLE>
<CAPTION>

                                             UIH AUSTRALIA/PACIFIC, INC.
                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (Stated in thousands)
                                                     (Unaudited)

                                                                                               For the Three Months Ended
                                                                                                        March 31,
                                                                                              -----------------------------
                                                                                                 1997               1996
                                                                                              ----------          ---------
<S>                                                                                            <C>               <C>
Cash flows from operating activities:
Net loss.............................................................................          $(33,181)         $ (8,664)
Adjustments to reconcile net loss to net cash flows from operating activities........
   Depreciation and amortization.....................................................            17,305             2,748
   Equity in losses of affiliated companies..........................................               366             1,033
   Minority interest share of losses.................................................                --              (726)
   Increase in technical assistance agreement payables...............................               397               811
   Accretion of interest on senior discount notes....................................             8,434                --
   Increase in subscriber receivables................................................              (691)             (335)
   Increase in other assets..........................................................            (1,668)           (1,909)
   Increase (decrease) in accounts payable, accrued liabilities and other............             8,859            (1,736)
                                                                                               --------          --------
Net cash flows from operating activities.............................................              (179)           (8,778)
                                                                                               --------          --------
Cash flows from investing activities:
Purchase of short-term investments...................................................            (3,256)               --
Proceeds from sale of short-term investments.........................................            21,896                --
Investments in and advances to affiliated companies and other investments............                --            (3,538)
Purchase of property, plant and equipment............................................           (12,886)          (17,762)
Increase (decrease) in construction payables.........................................           (20,888)            5,799
                                                                                               --------          --------
Net cash flows from investing activities.............................................           (15,134)          (15,501)
                                                                                               --------          --------
Cash flows from financing activities:
Capital contributions from parent....................................................                --             3,867
Deferred debt offering costs.........................................................               472                --
Borrowing on bridge loan payable to parent...........................................             1,312            12,600
Borrowing on other debt..............................................................                --               725
Payment on other debt................................................................              (348)               --
                                                                                               --------          --------
Net cash flows from financing activities.............................................             1,436            17,192
                                                                                               --------          --------

Effect of exchange rates on cash.....................................................            (1,029)              148
                                                                                               --------          --------
Increase in cash and cash equivalents................................................           (14,906)           (6,939)
Cash and cash equivalents, beginning of period.......................................            19,220             8,730
                                                                                               --------          --------
Cash and cash equivalents, end of period.............................................          $  4,314          $  1,791
                                                                                               ========          ========
Non-cash investing and financing activities:
   Cash received for interest........................................................          $    281          $     --
                                                                                               ========          ========
   Assets acquired with capital leases...............................................          $     --          $    795
                                                                                               ========          ========

         The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>
                                                              5
<PAGE>
                           UIH AUSTRALIA/PACIFIC, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Stated in thousands)
                                   (Unaudited)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

     The accompanying  consolidated financial statements include the accounts of
UIH  Australia/Pacific,  Inc. (the  "Company"),  and all  subsidiaries  where it
exercises majority control and owns a majority economic interest. Telefenua S.A.
("Telefenua"), United Wireless Pty Limited ("United Wireless") and the companies
that comprise Austar (CTV Pty Limited and STV Pty Limited) were consolidated for
all periods  presented.  The Company has  consolidated  the operations of Saturn
Communications  Limited  ("Saturn")  since July 1, 1996. Prior to that time, the
Company  accounted  for its  investment in Saturn under the equity  method.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

     In management's opinion, the unaudited financial statements as of March 31,
1997 and for the  three  months  ended  March  31,  1997 and  1996  include  all
adjustments necessary for a fair presentation. Such adjustments were of a normal
recurring nature.

INVESTMENTS  IN AND  ADVANCES TO AN AFFILIATED  COMPANY, ACCOUNTED FOR UNDER THE
EQUITY METHOD

     The Company  accounts for its investment in XYZ  Entertainment  Pty Limited
("XYZ Entertainment" or "XYZ") under the equity method of accounting. Under this
method,  the investment,  originally  recorded at cost, is adjusted to recognize
the Company's  proportionate  share of net earnings or losses of the  affiliate,
limited  to the  extent  of the  Company's  investment  in and  advances  to the
affiliate,   including  any  debt  guarantees  or  other   contractual   funding
commitments.  The Company's proportionate share of net earnings or losses of XYZ
Entertainment  includes the  amortization  of basis  differences  related to the
excess of cost over net tangible assets acquired. Investments in and advances to
XYZ Entertainment are as follows:
<TABLE>
<CAPTION>
                                                                    As of
                                                                March 31, 1997
                                     -------------------------------------------------------------------------
                                       Investments in        Cumulative Equity         Cumulative
                                      and Advances to           in Losses of          Translation
                                     Affiliated Company      Affiliated Company       Adjustments        Total
                                     ------------------      ------------------       -----------        -----
<S>                                      <C>                    <C>                      <C>             <C>
XYZ Entertainment................        $16,568(1)             $(16,678)                $110            $  --
                                         =======                ========                 ====            =====
</TABLE>

<TABLE>
<CAPTION>
                                                                    As of
                                                               December 31, 1996
                                     --------------------------------------------------------------------------
                                       Investments in        Cumulative Equity        Cumulative
                                       and Advances to          in Losses of          Translation
                                     Affiliated Company      Affiliated Company       Adjustments        Total
                                     ------------------      ------------------       -----------        -----
<S>                                      <C>                    <C>                      <C>             <C>
XYZ Entertainment ...............        $16,202(1)             $(16,312)                $110            $  --
                                         =======                ========                 ====            =====

</TABLE>
(1)   Includes  an  accrued funding  obligation  of $979 and $1,270 at March 31,
      1997 and December 31, 1996, respectively.

      The  Company  recognized  $366  and  $4,484  of  equity  losses  from  XYZ
Entertainment  for the three  months  ended  March 31,  1997 and the year  ended
December 31, 1996, respectively. The Company does not have a contractual funding
obligation to XYZ Entertainment; however, the Company would face significant and
punitive dilution if it did not make the scheduled fundings.

                                       6

<PAGE>
                          UIH AUSTRALIA/PACIFIC, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Stated in thousands)
                                   (Unaudited)

PROPERTY, PLANT AND EQUIPMENT

     Property, plant  and equipment are stated at cost. Additions,  replacements
and  major  improvements  are  capitalized,  and  costs for  normal  repair  and
maintenance of property, plant and equipment are charged to expense as incurred.
All subscriber equipment and capitalized  installation labor is depreciated over
3 years.  Upon  disconnection  of a subscriber,  the remaining book value of the
subscriber   equipment,   excluding   converters   which  are   recovered   upon
disconnection,  and the capitalized labor are written off.  Depreciation expense
is computed using the  straight-line  method over the asset's  estimated  useful
life as shown below:
                                                                  Average Years
                                                                  -------------
           MMDS distribution facilities.........................      5-10
           Cable distribution networks..........................      5-10
           Subscriber premises equipment and converters.........         3
           Furniture and fixtures...............................        10
           Leasehold improvements...............................      6-10
           Other................................................       3-5

FOREIGN OPERATIONS

     The  functional  currency  for  the  Company's  foreign  operations  is the
applicable local currency for each affiliate company.  Assets and liabilities of
foreign subsidiaries are translated at the exchange rate in effect at period-end
and the statements of operations  are  translated at the average  exchange rates
during the period.  Exchange rate  fluctuations on translating  foreign currency
financial  statements  into U.S.  dollars  result in unrealized  gains or losses
referred to as translation  adjustments.  Cumulative translation adjustments are
recorded as a separate component of stockholders' equity.

     Transactions  denominated  in currencies  other than the local currency are
recorded based on exchange rates at the time such transactions arise. Subsequent
changes in  exchange  rates  result in  transaction  gains and losses  which are
reflected in income as unrealized (based on period-end translations) or realized
upon settlement of the transactions.

     In  accordance  with  Statement of Financial  Accounting  Standards No. 95,
"Statement of Cash Flows," cash flows from the  Company's  operations in foreign
countries are calculated at average rates based on their  reporting  currencies.
As a result, amounts related to assets and liabilities reported on the Condensed
Consolidated  Statements  of  Cash  Flows  will  not  agree  to  changes  in the
corresponding balances on the Condensed Consolidated Balance Sheets. The effects
of  exchange  rate  changes  on cash  balances  held in foreign  currencies  are
reported as a separate line below cash flows from financing activities.

RECLASSIFICATIONS

     Certain  prior year  amounts  have been  reclassified  to conform  with the
current year presentation.

2.   OTHER  INVESTMENTS  IN  AFFILIATED  COMPANIES, INCLUDING  MARKETABLE EQUITY
     SECURITIES

     In May 1996,  the Company used  $10,000 of the  proceeds  from its offering
(the  "May  1996  Offering")  of the 14%  Senior  Discount  Notes  due 2006 (the
"Notes") (see Note 4) to acquire a United International  Holdings,  Inc. ("UIH")
subsidiary  which  guaranteed  $10,000  of  debt  for  Australis  Media  Limited
("Australis"),  Austar's primary supplier of programming.  As consideration  for
giving the guarantee,  the Company  received  warrants valued at $784 to acquire
4,171,460  ordinary shares or convertible  debentures.  On October 31, 1996, the
Company's $10,000 guarantee of Australis' debt expired.  The Company used $3,339
of the related cash to acquire 7,736,171  debentures of Australis.  Further, the
Company  exercised  warrants to acquire Australis common stock and debentures at
A$0.20 per share for  3,016,832  shares of Australis  common stock and 1,154,628
debentures. Each debenture is convertible into one common share of Australis. As
of March 31, 1997 and December 31, 1996, the Company had  recognized  unrealized
losses of $3,146  and  $3,412,  respectively,  on the  Australis  investment  in
accordance with the provisions of SFAS 115.

                                       7
<PAGE>
                          UIH AUSTRALIA/PACIFIC, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Stated in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

3.  PROPERTY, PLANT AND EQUIPMENT
                                                                                As of                As of
                                                                              March 31,           December 31,
                                                                                1997                  1996
                                                                            -----------           ------------
       <S>                                                                  <C>                    <C>
       MMDS distribution facilities............................             $  56,931              $  57,073
       Cable distribution networks.............................                14,223                 11,672
       Subscriber premises equipment and converters............               130,176                125,238
       Furniture and fixtures..................................                 2,005                  2,031
       Leasehold improvements..................................                 3,421                  3,465
       Other...................................................                21,557                 20,729
                                                                            ---------              ---------
                                                                              228,313                220,208
                  Accumulated depreciation.....................               (40,358)               (27,038)
                                                                            ---------              ---------
                  Net property, plant and equipment............             $ 187,955              $ 193,170
                                                                            =========              =========
</TABLE>

4.   SENIOR DISCOUNT NOTES AND OTHER LIABILITIES
<TABLE>
<CAPTION>
     Senior discount notes and other liabilities consists of the following:

                                                                               As of                As of
                                                                             March 31,           December 31,
                                                                               1997                  1996
                                                                           ------------          ------------
<S>                                                                        <C>                     <C>
       Senior discount notes, net of unamortized discount......            $  253,616              $ 245,182
       Capitalized lease obligations...........................                 4,270                  4,522
       Mortgage note, interest at 7.885%, 7 year term..........                 1,150                  1,252
       Other...................................................                   687                  1,337
                                                                            ---------              --------- 
                                                                              259,723                252,293
                  Less current portion.........................                  (889)                  (896)
                                                                            ---------              ---------
                                                                            $ 258,834              $ 251,397
                                                                            =========              =========
</TABLE>

     On May 14, 1996, the Company  raised total gross proceeds of  approximately
$225,115 from the private  placement of $443,000  aggregate  principal amount of
the Notes.  No cash interest  payments are required until May 15, 2001, at which
time cash  interest  payments will be payable  semi-annually  on each May 15 and
November 15. The Notes are due May 15, 2006. In September  1996,  the Notes were
exchanged for 14% Senior  Discount  Notes due 2006,  Series B. Effective May 16,
1997, the  interest rate  on the Notes will increase by an  additional 0.75% per
annum.

     If the Company does not  consummate an issuance of capital stock  resulting
in gross proceeds to the Company of at least $70,000 (an "Equity Sale") prior to
November  16,  1997,  the then  holders of the Notes will be entitled to receive
warrants  to  purchase  3% of the  common  stock  of the  Company, assuming  the
aggregate fair market value of the Company's equity is $150,000,  or, in certain
circumstances,  of the Company's  immediate parent.  The Company plans to pursue
additional  sources of funding that may constitute an Equity Sale although there
can be no assurance  that the Company will be successful in concluding an Equity
Sale prior to November 16, 1997.

5.   RELATED PARTY

     The Company and UIH  Management,  Inc. ("UIH  Management"),  a wholly-owned
subsidiary  of UIH,  executed  a  10-year  management  services  agreement  (the
"Management  Agreement"),  pursuant to which UIH Management will perform certain
administrative,  accounting,  financial  reporting  and other  services  for the
Company,  which has no separate  employees of its own. Effective March 31, 1997,
UIH Management  assigned,  and UIH  Asia/Pacific  Communications,  Inc.  ("UAP")
assumed, UIH Management's rights and obligations under the Management Agreement.
For the year ended  December 31, 1996,  approximately  $250 was allocated to the
Company  for such  services.  The  management  fee,  pursuant to the  Management
Agreement,  is $750 for the  first  year of such  agreement,  which  fees  shall
increase on the first  anniversary  date of the  Management  Agreement  and each
anniversary  date  thereafter  by 8% per year.  In addition,  the Company  shall
reimburse UAP for any  out-of-pocket  expenses incurred by UAP in performance of
its  duties  under the  Management  Agreement,  including  travel,  lodging  and
entertainment expenses.

                                       8

<PAGE>
                          UIH AUSTRALIA/PACIFIC, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Stated in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

     Included in the amount due to parent is the following:

                                                                      As of             As of
                                                                     March 31,       December 31,
                                                                       1997             1996
                                                                     ---------       ------------ 
<S>                                                                  <C>              <C>
Austar technical assistance agreement obligations .................  $ 2,019          $ 1,135
Telefenua technical assistance agreement obligations ..............    2,166            1,879
Saturn technical assistance agreement obligations .................      228            1,002
Saturn bridge loan.................................................    1,182               --
Other..............................................................      438              647
                                                                     -------          -------
                                                                       6,033            4,663
                 Less current portion .............................   (2,685)          (1,905)
                                                                     -------           ------
                                                                     $ 3,348          $ 2,758
                                                                     =======          =======
</TABLE>

6.   SUBSEQUENT EVENTS

     In April 1997,  Austar received an  underwriting  commitment from The Chase
Manhattan  Bank  ("Chase")  for a Senior  Syndicated  Term Debt  Facility in the
amount of Australian $ ("A$") A$200,000 (US$155,000) (the "Bank Facility").  The
proceeds  of the  Bank  Facility  will  be  used  to  fund  Austar's  subscriber
acquisition  and working  capital  needs.  The Bank  Facility  consists of three
sub-facilities:  (i) A$50,000  revolving working capital facility,  available at
closing (June 1997);  (ii) A$90,000 term loan facility,  which will be available
on the basis of Austar having  achieved  minimum  subscriber  and operating cash
flow  levels;  and (iii)  A$60,000  cash  advance  facility  available  upon the
contribution of additional  equity on a 2:1  debt-to-equity  basis.  The maximum
amount of equity required would be A$30,000,  approximately A$7,500 of which has
already been contributed during 1997.

     The cash advance and term loan facilities will be fully repayable  pursuant
to an  amortization  schedule  beginning  December  31, 2001 and ending June 30,
2004.  Chase has also  provided  Austar  with an interim  financing  facility of
A$50,000 which will be refinanced from the proceeds of the Bank Facility.


                                       9
<PAGE>

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

                     (Monetary amounts stated in thousands)

     THE FOLLOWING DISCUSSION CONTAINS,  IN ADDITION TO HISTORICAL  INFORMATION,
FORWARD-LOOKING  STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.  THE COMPANY'S
ACTUAL  RESULTS  MAY DIFFER  SIGNIFICANTLY  FROM THE  RESULTS  DISCUSSED  IN THE
FORWARD-LOOKING  STATEMENTS.  FACTORS  THAT COULD  CAUSE OR  CONTRIBUTE  TO SUCH
DIFFERENCES  INCLUDE,  BUT ARE NOT LIMITED TO, THOSE  DISCUSSED BELOW AND IN THE
COMPANY'S REPORT ON FORM 8-K DATED MAY 15, 1997.

      The following discussion and analysis of the Company's financial condition
and  results of  operations  should be read in  conjunction  with the  Company's
condensed  consolidated  financial statements and related notes thereto included
elsewhere  herein.  Such condensed  consolidated  financial  statements  provide
additional   information   regarding  the  Company's  financial  activities  and
condition.

      The  Company  conducts no  operations  other than  through  its  operating
companies in which it holds varying interests.  Because the operating  companies
have, since inception,  been engaged primarily in  organizational,  start-up and
construction  activities,  the Company  believes that its historical  results of
operations  discussed  herein are not  indicative  of the results of  operations
which will  follow the  completion  of  construction  and initial  marketing  of
service by the operating companies.

     The  Company  has no  employees  of its own.  UAP,  the  Company's  parent,
provides various management,  financial reporting, accounting and other services
for the Company  pursuant to the terms of the Management  Agreement  between UAP
and the  Company.  Austar,  Saturn and  Telefenua  are also parties to technical
service  agreements with UAP for which such operating  companies pay to UAP fees
based, in part, on their respective gross revenues. (See Note 5.)

LIQUIDITY AND CAPITAL RESOURCES

     The  Company is  responsible  for its  proportionate  share of the  capital
requirements  of the  operating  companies and has funded its share to date with
capital  contributed by UIH and from the proceeds of the May 1996  Offering.  In
April 1997, Austar received an underwriting commitment of A$200,000 (US$155,000)
to fund its subscriber acquisition and working capital needs. (See Note 6.)

     If the Company does not  consummate an issuance of capital stock  resulting
in gross proceeds to the Company of at least $70,000 (an "Equity Sale") prior to
November  16,  1997,  the then  holders of the Notes will be entitled to receive
warrants  to  purchase  3% of the  common  stock of the  Company,  assuming  the
aggregate fair market value of the Company's equity is $150,000,  or, in certain
circumstances,  of the Company's  immediate parent.  The Company plans to pursue
additional  sources of funding that may constitute an Equity Sale although there
can be no assurance  that the Company will be successful in concluding an Equity
Sale prior to November 16, 1997.

      The  following  table  sets  forth,  as of March 31,  1997,  (i) the total
estimated  funding required for the  construction  and initial  marketing of the
operating  companies'  systems in their existing  license  areas,  including any
capital  invested to date and the application of any operating cash flow sources
for such operating companies,  (ii) the total amount of capital invested in each
of the operating  companies and the portion  funded by the Company and (iii) the
total estimated  additional  funding required based on the assumptions stated in
clause  (i) above and the  Company's  estimated  portion of such  funding.  Such
amounts are expected to be funded over the next 24 to 36 months.  The  estimated
required  additional  funding numbers below have not been reduced to give effect
to any surplus cash flow of any one  operating  company which might be available
to fund the  requirements  of  another  operating  company.  To the  extent  the
operating  companies  fund their  construction  and other costs through  project
financing,  the  Company's  portion of  estimated  additional  funding  would be
reduced  proportionately.  The Company's portion of estimated additional funding
would be increased  proportionately  to the extent cash flow from the  operating
companies  and other  sources of financing  are not  sufficient  to meet project
funding  requirements.  To the extent that the other shareholders of XYZ fail to
fund their pro rata share of the additional shareholder capital, the Company may
fund all or a portion of such shortfall.

                                       10


<PAGE>
<TABLE>
<CAPTION>

                       Estimated Total Project              Capital Invested             Estimated Required
                         Funding Requirements           As of March 31, 1997 (1)         Additional Funding
Operating              ------------------------       ----------------------------     -----------------------
Company                The Company       Total        The Company(2)      Total(2)     The Company     Total
---------              -----------    ---------       -------------     ----------     -----------    --------
                                                      (In millions)
<S>                    <C>            <C>              <C>            <C>              <C>            <C>     
Austar............     $  369.8       $  369.8         $  211.6(3)     $  211.6(3)      $ 158.2(4)    $  158.2
Saturn............        109.7          109.7             25.2(5)         25.2(5)         84.5           84.5
XYZ...............         14.0           56.0             11.1            44.4             2.9           11.6
Telefenua.........         17.4           17.4             16.7            16.7             0.7            0.7
United Wireless...          8.2            8.2              5.2             5.2             3.0            3.0
                       --------       --------         --------        --------         -------        -------
     Total........     $  519.1       $  561.1         $  269.8        $  303.1         $ 249.3        $ 258.0
                       ========       ========         ========        ========         =======        =======
</TABLE>
(1)  Certain  amounts  contributed  by the Company's  partners were  contributed
     in currencies  other than U.S.  dollars.  Such amounts have been translated
     to U.S. dollars using a convenience translation.
(2)  Includes amounts  contributed to Austar  (approximately  $11.1 million) and
     Saturn (approximately $2.9 million) by shareholders other than the Company,
     which  amounts  were  contributed  by  such   shareholders   prior  to  the
     acquisition of their respective interests by the Company.
(3)  Does  not  include the $58.6  million  paid by the Company to increase  its
     economic interest in Austar to approximately 100%.
(4)  Includes  an underwriting  commitment for a debt  facility of A$200 million
     (US$155 million), which  reduces the  Company's  portion  of the additional
     funding requirements.
(5)  Does not  include the value of shares of common stock  exchanged for shares
     of the  Company  to  increase  the Company's interest in Saturn to 100%.


     The  Company  believes  that  it  will  be  required  to  fund a  total  of
approximately  $249,300 to build-out  its existing  projects  over the next four
years. To the extent the operating  companies fund their  construction and other
costs through project financing,  the Company's portion of estimated  additional
funding would be reduced proportionately. In addition to recently completed bank
credit  facilities  (see Note 6) and cash on hand, the Company  intends to raise
additional capital through capital  contributions  from its parent  corporation,
further issuances of debt either by the Company or the Operating  Companies,  or
by the  sale  of  all  or a part  of its  equity  in  certain  of its  operating
subsidiaries. The Company's indenture and UIH's indentures place restrictions on
the  Company  and  certain  of its  subsidiaries  with  respect to the amount of
additional debt each may incur.  The Company and all of the operating  companies
are  currently  restricted  under the UIH  Indenture.  The  Company,  Austar and
Telefenua are restricted under the Company's Indenture. The restrictions imposed
by the Indentures will be eliminated upon the retirement of UIH's notes at their
maturity in November  1999,  and upon the  retirement of the Company's  Notes at
their maturity in May 2006, respectively.

     In addition,  the Company is currently  negotiating  the sale of a minority
interest in Saturn to strategic partners to provide a substantial portion of the
capital required to complete the build-out of Saturn's currently planned system.
The  Company is also  negotiating  to sell all or a portion of its  interest  in
Telefenua,  the  proceeds of which  would be used to fund its other  businesses.
There can be no assurance  that the Company  will be  successful  in  completing
either sale.

     During the period from January 1, 1996 to May 13, 1996, the closing date of
the May 1996  Offering,  UIH  contributed  capital of $17,300 to the Company and
made additional  bridge loans of $15,100 to Austar. On May 13, 1996, the Company
sold the  Notes  with net  proceeds  to the  Company  from  such  sale  totaling
$215,500.  At that time, the Company acquired $25,000 of the Austar bridge loans
from UIH with  proceeds  from the May 1996  Offering and  converted  those loans
(plus accrued interest of $600) to equity of Austar.  Subsequently,  the Company
funded an  additional  $25,000  to  Austar,  thereby  increasing  the  Company's
interest  in  Austar  to 96%.  Prior to the  closing  of the May 1996  Offering,
approximately  $5,000 of the SFCC bridge loans was  converted  into  convertible
debentures of SFCC,  which are  convertible  into  preferred  stock of SFCC. The
remaining SFCC bridge loans totaling $2,600 (including accrued interest) will be
either  (i)  repaid by SFCC,  after  which  time the  Company  would  invest the
proceeds of such repayment as permitted under the Company's  Indenture,  or (ii)
converted by the Company into equity of SFCC.

                                       11

<PAGE>

     In  October  1996,  the  Company  acquired  from  Australis  for $7,920 the
approximately 4% remaining  economic  interest in Austar and purchased  ordinary
shares and  convertible  notes of Australis for $4,000,  issued upon exercise of
warrants and other rights granted to the Company.

     During the three months ended March 31, 1996,  UIH  contributed  capital of
$3,867 to the Company and made bridge loans of $12,600 to Austar and  Telefenua.
The bridge  loans were used to fund the  construction  and initial  marketing of
Austar's  and  Telefenua's  systems.  The  Company  also made  $3,538 in capital
contributions  to Saturn and XYZ during the three  months  ended  March 31, 1996
using the capital contributed to it by UIH.  Approximately  $17,762 of the loans
and  capital  contributed  was used for the  purchase  of  property,  plant  and
equipment  by Austar  and  Telefenua  as these  systems  are in the  process  of
building  their multi-point  microwave distribution systems ("MMDS") and direct-
to-home ("DTH") satellite systems. The remainder was used in operations.

     During the three months ended March 31, 1997, the Company recognized losses
of $33,181 of which $17,305 was from non-cash  depreciation and amortization and
$366 of non-cash  equity in losses of  affiliated  companies.  The Company  also
recorded non-cash accretion of interest on the Notes of $8,434. The Company made
bridge loans to Saturn and Telefenua totaling $1,312 during the quarter.  During
the three  months  ended  March 31,  1997,  the  Company  purchased  $12,886  of
property,  plant and  equipment and had a decrease in  construction  payables of
$20,888  compared  with fixed  asset  purchases  of $17,762  and an  increase in
construction  payables of $5,799 for the corresponding period in the prior year.
The majority of this  construction  activity relates to Austar.  Austar expended
less on  property,  plant  and  equipment  and had a  decrease  in  construction
payables as the  build-out  of its system is nearing  completion.  In  addition,
Austar   conserved  cash  for  current   operations   until  the  Bank  Facility
underwriting  was  committed.  The Company also  purchased  $3,256 of short-term
investments  and sold  $21,896  of  short-term  investments  as part of its cash
management activities. The remainder of cash was primarily used in operations.

RESULTS OF OPERATIONS

     The operating  companies have, since inception,  been engaged  primarily in
the construction of their networks and organizational  and start-up  activities.
As a result,  the  Company  has  generated  negative  cash  flow from  operating
activities for all periods presented. Accordingly, the Company believes that its
historical  results of  operations  discussed  herein are not  indicative of the
results of  operations  which will follow the  completion  of  construction  and
initial marketing of service by the operating companies.

SERVICE AND OTHER  REVENUE.  The Company's  service and other revenue  increased
$12,558 for the three months ended March 31, 1997 compared to the amount for the
corresponding period of the prior year as follows:

                                                     For the Three Months Ended
                                                             March 31,
                                                     --------------------------
                                                        1997           1996
                                                       -----           ----
Australia
      Austar (1)...................................  $  13,469      $   1,068
      United Wireless (2)..........................         24              4
Tahiti
      Telefenua (3)................................        916            862
New Zealand
      Saturn (4)...................................         83            --
                                                     ---------      ---------
     Total service and other revenue...............  $  14,492      $   1,934
                                                     =========      =========

(1)   Austar  launched  service in  August  1995 and  was consolidated effective
      January 1, 1996.
(2)   The Company acquired a 100% interest in United Wireless in September 1995.
(3)   Telefenua launched service in March 1995 and has been consolidated for all
      periods presented.
(4)   The  Company  acquired a 50% interest in Saturn in July 1994.  The Company
      increased  its ownership in  Saturn to  100% and  began  consolidating its
      results effective July 1996.


                                       12

<PAGE>

AUSTAR

     Service  revenues at Austar were  $13,469 for the three  months ended March
31, 1997.  Revenues  consisted  primarily of service and installation  fees from
basic  subscribers  of $11,044  and  $2,066,  respectively,  with other  revenue
totaling $359. The increase in service revenues for the three months ended March
31, 1997 relative to the comparable prior year period was primarily attributable
to subscriber  growth (129,156 at March 31, 1997 compared to 14,037 at March 31,
1996).  The increase in subscribers  was the result of the on-going  roll-out of
Austar's services which were initially launched in August 1995.

TELEFENUA

     Telefenua's  service revenues  increased to $916 from $862 during the three
month  periods  ended March 31,  1997 and 1996,  respectively.  The  increase is
primarily attributable to subscriber growth (5,537 at March 31, 1997 compared to
4,500 at March 31, 1996).

SATURN

     The Company began  consolidating  the results of Saturn  effective  July 1,
1996.  Accordingly,  the Company  reported no service revenue for Saturn for the
three months  ended March 31, 1996.  Saturn's  actual  service  revenues for the
three months ended March 31, 1997 and 1996 were $83 and $52,  respectively.  The
increase is attributable  to an increase in subscribers  from 1,100 at March 31,
1996 to 2,052 at March 31, 1997.

SYSTEM OPERATING  EXPENSE.  System operating  expense  increased  $4,979 for the
three months ended March 31, 1997  compared to the amount for the  corresponding
period of the prior year as follows:

                                              For the Three Months Ended
                                                      March  31,
                                              --------------------------
                                                1997             1996
                                                -----            ----

Austar (1).................................   $  8,467        $  4,223
Telefenua (3)..............................        426             572
Saturn (4).................................        727             --
United Wireless (2)........................        442             288
                                              --------        --------
     Total system operating expense........   $ 10,062        $  5,083
                                              ========        ========

Footnotes (1) - (4):  See discussion of the Company's SERVICE AND OTHER REVENUE.

AUSTAR

     The Company reported operating expense from Austar of  $8,467 for the three
months ended March 31, 1997, consisting primarily of salary and benefits ($854),
satellite  programming  fees  ($4,149)  and annual MMDS  spectrum  license  fees
($643), with the remainder consisting  primarily of office-related  expenses and
system  travel and recruitment  expenses.  Austar's  operating  expense  for the
comparable  period in 1996 were $4,223.  The  increase in  operating  expense in
1997 is primarily  attributable to the continued  roll-out of Austar's services,
which  were  launched  in  August  1995,  and  the  corresponding   increase  in
subscribers.  Austar is experiencing high operating expenses relative to service
revenues due to certain fixed operating  expenses (such as management  overhead,
license  fees  and  certain  office-related  costs).  Austar  expects  operating
expenses  as a percent of service  revenues  to  decline as  start-up  costs are
reduced  and as  certain  fixed  operating  expenses  are spread  over  expected
increases in service revenues.

                                       13


<PAGE>

TELEFENUA

     Operating expenses  consolidated by the Company from Telefenua decreased to
$426 for the quarter ended March 31, 1997 from $572 during the comparable period
of 1996, primarily due to decreases in technical-related repairs and maintenance
and tape  production  costs,  partially  offset by increased  programming  costs
associated  with the  aforementioned  increase in subscribers  between March 31,
1996 and 1997.  Telefenua's  operating  expenses  in the first  quarter  of 1997
consisted  primarily of  programming-related  expenses ($284) with the remainder
consisting of payroll-related costs and technical-related costs.

SATURN

     The Company began consolidating Saturn effective July 1, 1996. Accordingly,
the  Company  reported  no  operating  expenses  for Saturn in its  consolidated
statement of operations for the quarter ended March 31, 1996. Saturn's operating
expenses were approximately $727 for the quarter ended March 31, 1997 consisting
primarily of payroll  ($359) and office  expenses ended related to the provision
of service to existing customers and on-going system design and engineering work
for expansion of Saturn's  Wellington  system.  Saturn's actual system operating
expenses for the comparable quarter in 1996 were $342.

SYSTEM SELLING,  GENERAL AND ADMINISTRATIVE EXPENSE. System selling, general and
administrative  expense  increased  $8,990 for the three  months ended March 31,
1997  compared to the amount for the  corresponding  period of the prior year as
follows:
                                                   For the Three Months Ended
                                                            March 31,
                                                   ---------------------------
                                                       1997           1996
                                                       ----           ----

Austar (1)......................................... $  9,526        $  1,294
Telefenua (3)......................................      473             607
Saturn (4).........................................      650              --
United Wireless (2)................................      385             143
                                                    --------        --------
     Total system selling, general 
        and administrative expense................. $ 11,034        $  2,044
                                                    ========        ========

Footnotes (1) - (4):  See discussion of the Company's SERVICE AND OTHER REVENUE.

AUSTAR

     System selling,  general and  administrative  expenses  consolidated by the
Company  from  Austar  were  $9,526 for the  quarter  ended  March 31,  1997 and
consisted  primarily of $1,512 in marketing  costs  related to print,  radio and
television  advertisements  utilized  in the  continued  marketing  of  Austar's
services  throughout  its service  areas during 1997,  direct sales  commissions
($1,576),  general and administrative  salaries  associated with Austar's Sydney
corporate  headquarters  and National  Customer  Operations  Center ($3,073) and
office  related  expenses,  including rent and  utilities,  of $1,725.  Austar's
system  selling,  general  and  administrative  expenses  were  $1,294  for  the
comparable quarter in 1996. The increase relates to marketing efforts associated
with  Austar's  continued  expansion  of  service to all of its  service  areas,
including the initiation of DTH service in 1996, and increased  customer support
costs as Austar's  subscriber base grows. Austar expects that system general and
administrative  expenses as a percent of service  revenues will decline over the
remainder of 1997 as certain fixed  expenses are spread over expected  increases
in service revenues.

TELEFENUA

     System selling,  general and  administrative  expenses  consolidated by the
Company  from  Telefenua  decreased  to $473  during  the first  quarter of 1997
compared  to $607  during the  comparable  period in 1996,  primarily  due to an
unfavorable  change  in the  exchange  rate  as  well as  decreased  travel  and
marketing costs.



                                       14

<PAGE>

SATURN

     The Company began  consolidating  the results of Saturn  effective  July 1,
1996.  Accordingly,   the  Company  reported  no  system  selling,  general  and
administrative  expense  from  Saturn  for the  quarter  ended  March 31,  1996.
Saturn's actual selling,  general and administrative  costs increased to $650 in
the first quarter of 1997 from $343 for the first quarter of 1996. Actual system
selling,  general and  administrative  expense at Saturn for the  quarter  ended
March 31, 1997  consisted  primarily of marketing  and support  salaries of $359
associated  with increased  marketing  efforts to expand the subscriber  base as
Saturn's system expands.

CORPORATE GENERAL AND ADMINISTRATIVE  EXPENSE.  The Company's  corporate general
and administrative expense decreased slightly from $292 to $283 for the quarters
ended  March  31,  1996  and  1997,  respectively,  and  consists  primarily  of
management fees to a related party of approximately $188.

DEPRECIATION  AND  AMORTIZATION.  The Company's  depreciation  and  amortization
expense  increased $14,557 during the three months ended March 31, 1997 compared
to the corresponding period of the prior year. This increase in depreciation and
amortization expense was primarily attributable to the significant deployment of
operating assets and subscriber  growth at Austar during the latter part of 1996
and, to a lesser extent, in 1997.

EQUITY IN LOSSES OF  AFFILIATED  COMPANIES.  The  Company  recognized  equity in
losses of affiliated companies as follows:

                                                      For the Three Months Ended
                                                              March 31,
                                                      --------------------------
                                                            1997        1996
                                                            ----        ----

Saturn (1)............................................    $    --      $   401
XYZ Entertainment (2).................................        366          632
                                                          -------      -------
     Total equity in losses of affiliated companies...    $   366      $ 1,033
                                                          =======      =======

(1)   The Company  acquired a  50% interest in Saturn in July 1994.  The Company
      increased  it  ownership  in Saturn  to 100%  and  began consolidating its
      results effective July 1996.
(2)   XYZ was formed in October 1994 and began distributing its four channels in
      April 1995.

INTEREST  EXPENSE.  Interest expense increased from $224 to $8,591 for the three
months ended March 31, 1996 and 1997, respectively, primarily due to the sale of
the  Notes  in May  1996  discussed  in  Note 2 to  the  condensed  consolidated
financial  statements.  The  Notes currently  accrete  interest at a rate of 14%
compounded semi-annually.

INTEREST INCOME. Interest income increased from $57 to $216 for the three months
ended March 31, 1996 and 1997, respectively,  primarily due to the investment of
cash received from the Company's issuance of the Notes in May 1996.




                                       15

<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS

     From time to time, the Company may become  involved in litigation  relating
to claims arising out of its operations in the normal course of its business.

     On November 6, 1996,  Austar filed a complaint in the Supreme  Court of New
South  Wales,  Commercial  Division,  seeking  injunctive  relief to prevent (i)
Australis  from  transferring  its  satellite  delivery  systems and  associated
infrastructure to its joint venture with Optus Vision and (ii) Optus Vision from
using such  infrastructure  to deliver DTH services in Austar's  franchise area.
Austar  believes  that the use of the  infrastructure  by any entity  other than
Austar  for the  provision  of DTH  services  within  Austar's  franchise  areas
violates the terms of Austar's franchise  agreement with Australis which granted
Austar an exclusive license and franchise to use the  infrastructure  within its
franchise  areas.  Austar is seeking  injunctive  relief or, in the alternative,
damages associated with this violation of its franchise agreements.  On December
6, 1996,  Australis filed counterclaims  against Austar and the Company alleging
generally  that Austar and the Company  breached  implied terms of the Australis
Arrangement by seeking such injunctive relief. In addition,  Optus Vision claims
that the exclusive nature of Austar's franchise  agreements violates Australia's
Trade Practices Act. On May 9, 1997, pursuant to the court's permission,  Austar
amended its complaint to include claims that the agreement between Australis and
Optus  Vision  violates  Australia's  Trade  Practices  Act and that  Austar  is
entitled to damages arising from  interference  with its  contractual  relations
with  Australis  under the  Franchise  Agreements.  Austar's  complaint was also
amended to add as defendants  two  affiliates of Optus  Vision:  Publishing  and
Broadcasting  Ltd.  and its  subsidiary,  Pay TV Optus.  The Company  intends to
vigorously defend its position.



                                       16
<PAGE>



ITEM 5 - OTHER INFORMATION
<TABLE>
<CAPTION>
SUMMARY OPERATING DATA

      The following  tables set forth certain  unaudited  operating  data of the
operating companies:
                                                                         As of
                                                                     March 31, 1997
                                            -------------------------------------------------------------------
                                             Television
                                              Homes in                                                Economic
                                              Service              Homes                              Ownership
Operating System                                Area             Servicable        Subscribers        Interest
----------------                             ----------          ----------        -----------        ---------               
<S>                                          <C>                <C>                   <C>                <C>
Austar
   MMDS(1)......................               875,000             824,000             62,482            100%
   DTH..........................               747,000             747,000             66,674            100%
Saturn..........................               141,000              16,281              2,052            100%
Telefenua.......................                31,000              19,584              5,537             90%
XYZ Entertainment...............                   N/A(2)              N/A            390,000(3)          25%
                                             ---------           ---------            -------
        Total...................             1,794,000           1,606,865            526,745
                                             =========           =========            =======
</TABLE>

<TABLE>
<CAPTION>

                                                                         As of
                                                                     March 31, 1996
                                            -------------------------------------------------------------------
                                             Television
                                              Homes in                                                Economic
                                              Service              Homes                              Ownership
Operating System                                Area             Servicable        Subscribers        Interest
----------------                             ----------          ----------        -----------        ---------               
<S>                                          <C>                <C>                   <C>                <C>
Austar
   MMDS.........................               771,600             347,038            14,037              90%
   DTH..........................               735,000             735,000                 -              90%
Saturn..........................               141,000               6,000             1,100              50%
Telefenua.......................                31,000              15,450             4,500              90%
XYZ Entertainment...............                   N/A(2)              N/A           185,000(3)           25%
                                             ---------           ---------           -------
        Total...................             1,678,600           1,103,488           204,637
                                             =========           =========           =======
</TABLE>

(1)   Austar   intends  to  construct   MMDS   systems  in  markets   containing
      approximately  875,000  television homes. Homes in these markets which are
      out of the  line-of-sight  of the MMDS  signals  will be  offered  the DTH
      service which Austar is marketing on an exclusive basis.
(2)   The Company expects that XYZ  Entertainment's  programming package will be
      marketed to virtually all of Australia's 6.5 million television households
      by  Australian  multi-channel  television  providers,   including  Austar,
      Australis,  Foxtel  Management  Pty Limited and East Coast  Television Pty
      Limited.
(3)   Total  estimated subscribers  to the eight channel Galaxy package to which
      XYZ Entertainment supplies four channels.




ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      27.1   Financial Data Schedule

(b)   Reports on Form 8-K filed during the quarter.

      None.


                                       17
<PAGE>


                                   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.



UIH AUSTRALIA/PACIFIC, INC.



Date:          May 15, 1997
     -------------------------------------------------------

By:           /S/ J. Timothy Bryan
     -------------------------------------------------------
       J. Timothy Bryan
       Chief Financial Officer
       (A Duly Authorized Officer and Principal Financial Officer)







                                       18