Tevecap S.A.

Rua do Rocio, 313 - 11th floor

04552-904-Sao Paulo-SP-Brazil





                             TEVECAP ANNOUNCES FIRST

                              QUARTER 1998 RESULTS



Sao Paulo,  May 27th,  1998,  TEVECAP  S.A.,  (TVA) one of Brazil's  largest and
fastest  growing pay television  operators and programming  distributors,  today
announced results for the first quarter of 1998.





Contact:

Tevecap - Douglas Duran    phone: (55 11) 821-8554

Ludgate Communications - Marina Echavaria    phone: (212) 688-5144

                                    - more -





                                      Index

1. Tevecap's New Structure....................................................3

     New Licenses.............................................................3

2. Overview...................................................................4

     Highlights as of March 31, 1998..........................................5

3. Market Analysis............................................................6

4. Ownership & Partnership Relations..........................................7

5. Operational Performance 1Q98:..............................................8

     TVA Distribuidora........................................................8

        a) Cable Operation Overview...........................................8

        b) MMDS Operation Overview...........................................12

        c) C-Band Operation Overview.........................................15

        d) TVA Distribuidora - 1Q98 Income Statement.........................17

     TVA Satelite............................................................18

        a) Ku-Band Operation Overview........................................18

        b) TVA Satelite - 1Q98 Income Statement..............................20

     TVA Programadora........................................................22

        a) HBO Brasil Operation Overview.....................................22

        b) ESPN Brasil Operation Overview....................................22

        c) TVA Channel Operation Overview....................................22

        d) TVA Programadora - 1Q98 Income Statement..........................25

6. Tevecap's Consolidated 1Q98 Results.......................................26

        a) Consolidated Results..............................................26

        b) Financial Situation...............................................29

        c) Consolidated Balance Sheet........................................30

        d) Tevecap - 1Q98 Income Statement...................................31

        e) Tevecap - 1Q98 Statement of Cash Flow.............................32

7. Report from Management....................................................33

                                    - more -








1.   Tevecap's New Structure
- ----------------------------

     Tevecap's  new  corporate  structure  was completed by dividing the Company
into three distinct operating  companies:  1) TVA Distribuidora,  which includes
Cable,  MMDS and  C-Band  operations;  2) TVA  Programadora  which  concentrates
Tevecap's programming interest; and 3) TVA Satelite, which holds the DirecTV(TM)
interests.

                   [CORPORATE STRUCTURE VISIO CHART OMITTED]

     As mentioned in our last conference  call,  commencing this quarter Tevecap
will be reporting its financial and  operational  results in accordance with the
Corporate Structure shown above.

     New Licenses

     Considering  the  structure  of  the  tender  invitation  announced  by the
Government in the last quarter 1997,  Tevecap's  shareholders  decided to create
new companies in  association  with other  Telecommunication  Groups in order to
participate in the bid with the best structure under the Government rules. Those
rules penalize  current Pay TV operators which decide to participate in an alone
or major share equity basis,  since the Government wants to avoid  concentration
in the Pay TV market.

     As of May 13, the "Superior  Tribunal de Justica - STJ" (Brazilian  Federal
Court) gave a favorable ruling to Anatel (National Communications Agency) on the
injunctions  that  were  preventing  the Pay TV  licenses  auction  from  moving
forward. Anatel scheduled the opening of the qualification documents last week.

2.   Overview
- -------------

     Tevecap S.A. is one of the leading pay television operators and programming
distributors in Brazil. The Company was the first to offer Ku-Band technology in
Brazil through  DirecTV(TM),  which was launched in the second half of 1996, and
is the leader for this  technology in Brazil.  Brazil is the largest  television
market in Latin America, with approximately 35.2 million television  households.
During the first quarter of 1998,  Pay TV  penetration  had no growth due to the
difficult  situation of the Country affected by the Asian crisis.  Nevertheless,
it is  important  to mention  that  Brazil had a 93%  penetration  of  broadcast
television and only a 7.3% Pay TV penetration.  Market projections estimate that
overall penetration should reach 28% by 2004.

     As of March 31,  1998,  Tevecap had  approximately  1.3 million  direct and
indirect  subscribers,  an  increase  of 1.6% over the 4Q97.  TVA  accounts  for
subscribers by utilizing the method  employed in the United States,  which means
that  the  customer  must be  installed  and  paying  on a  current  basis to be
considered a subscriber.  Non-installed backlog and disconnected subscribers are
not included in TVA's  subscriber  base. We  disconnect  once a subscriber is 30
days past due.



     The table below sets forth the number of  subscribers  as of  December  31,
1997 and March 31,  1998  according  to new  structure  as well as the number of
households  that  receive  TVA's  programming  through  operating  ventures  and
independent operators:

                             Subscriber Base

                                  Dec-97      Mar-98     Chg %
                                  ------      ------     -----

MMDS                              240,913      223,247    -7.3%
Cable                              94,261      103,651    10.0%
C Band                             68,309       69,431     1.6%
Total Owned Systems               403,483      396,329    -1.8%
TV Filme (MMDS) Total             111,244      112,443
        Equity Subscribers         16,349       16,525     1.1%
Canbras (Cable) Total              31,930       37,625
        Equity Subscribers         11,495       13,545    17.8%
Total Operating Ventures (a)       27,843       30,070     8.0%
TVA Distribuidora                 431,326      426,399    -1.1%
TVA Satelite (b)                  142,900      163,826    14.6%
TV Programadora                   669,543      672,830     0.5%
TVA Total Subscribers           1,243,769    1,263,055     1.6%
HH receiving TVA                1,359,100    1,383,053     1.8%

(a)  represents equity subscriber base
(b)  means Ku Band Subscribers


                                    - more -




Highlights as of March 31, 1998

o    Consolidated Net Revenue for 1Q98 reached US$82.2  million,  representing a
     growth of 22% versus US$67.2 million in 1Q97 and a 4% decrease versus US$86
     million in 4Q97.

o    Subscription  Revenue  amounted to US$62.9 million in 1Q98, a growth of 42%
     versus US$44.3 million in 1Q97. Subscription revenue represented 77% of Net
     Revenue and increased 1% when compared to US$62.2 million in 4Q97.

o    Installation Revenue amounted to US$15.3 million in 1Q98, a decrease of 12%
     versus  US$17.5  million  in 1Q97,  and a decrease  of 29%  versus  US$21.6
     million in 4Q97.  Installation  revenue  represented 19% of net revenue for
     1Q98 as  compared  to 25% in  4Q97.  That was the  main  reason  for the 4%
     decrease of Consolidated Net Revenue.

o    Direct  Operating  Expenses  reached  US$49.6 million in 1Q98, a 36% growth
     versus  US$36.4  million in 1Q97 or a 9% growth versus  US$45.3  million in
     4Q97.

o    Selling,  General and  Administrative  Expenses  for 1Q98  reached  US$25.3
     million,   a  decrease  of  14%  versus  US$29.3  million  in  4Q97.  S,G&A
     represented  31% of net revenue and  decreased 2% when  compared to US$25.9
     million in 1Q97.

o    EBITDA reached US$7.3 million in 1Q98,  representing a growth of 49% versus
     a US$4.9  million in 1Q97 and a decrease  of 36% when  compared  to US$11.4
     million in 4Q97.  Installation Revenue's decrease of US$6.3 million was the
     main reason for the EBITDA decrease.

o    Total  Operating  Expenses  for 1Q98  amounted  to  US$94.4  million,  a 4%
     decrease versus US$98.0 million in 4Q97.

o    Net loss for 1Q98 was US$31.2 million,  an 18% increase  compared to a loss
     of US$26.5 million in 4Q97.

o    Capital  Expenditures  (cash basis) amounted to US$25.0 million for 1Q98, a
     35%  decrease   versus   US$38.5   million  during  4Q97  and  the  Capital
     Expenditures  (book basis) for 1Q98 reached US$31.2 million,  a decrease of
     50% versus US$64.8 million in 4Q97.

o    Net Sales in the 1Q98 were  71,406 and the  Activation  for the same period
     was 78,630  which  means that the Company  reduced  its Backlog  during the
     1Q98.

o    The Backlog as of the end of 1Q98 was 12,681 subscribers representing seven
     days of installation, a 29% decrease versus the 17,963 in 4Q97.


                                    - more -



          [Complete Financial Statements are included on pages 30 -32.]


3.   Market Analysis
- --------------------

     Brazil is the largest  television  and video  market in Latin  America with
approximately 35.2 million TV homes, including almost 20 million ABC households.
In this context, the pay-television industry operates in a expanding market that
is still in the  early  stage  of  growth.  As of March  31,  1998,  there  were
approximately  2.5  million  subscribers,  compared to 1.8 million at the end of
1996. This figure represents  approximately 7.3% penetration rate as compared to
a 55.1% penetration rate in Argentina.  The Brazilian pay television industry is
extremely under penetrated;  the market estimates an increase of 8.0 million net
new subscribers by the end of 2004.

     Despite  the  fact  that  Brazil  is a  growing  market  for  Pay  TV,  the
macroeconomic environment has been unfavorable since October 1997: high interest
rates had caused a moderate GDP growth and rising unemployment, affecting almost
all  sectors  of  Brazilian  industry.   The  relatively  stable  interest  rate
environment,  which had prevailed in Brazil throughout most of 1997 was abruptly
reversed with an almost doubling of the benchmark rate last October 1997.  These
factors generated lower sales levels and an increasing delinquency.

     Overall,  the increasing  delinquency problems affected more companies that
do not  have  ability  to  disconnect  subscribers  with  agility.  The  Company
intensified the  disconnection of non-paying  subscribers at the end of 1997 and
1Q98.  Since its  operations  are  almost  100%  fully  addressable,  delinquent
subscribers  can be  disconnected  easily and  immediately  by software from the
head-end without incurring the extra costs associated with sending a team to the
subscriber's location.  Also, the use of the addressable decoder boxes virtually
eliminates piracy of Tevecap's signal.  Additionally,  a special effort has been
made to clean up the system by either rehabilitating disconnected subscribers or
eventually  retrieving their decoders.  Further,  since early this year, Tevecap
began using credit check of all new potential  subscribers  using SPC and SERASA
Credit  Bureaus  (Brazilian  companies  offering  services  similar  to  Dunn  &
Bradstreet).  Only qualified  candidates that are good credit risks are accepted
as customers.  We believe that low level of sales and an increase of delinquency
will continue during the second quarter of this year.


                                    - more -



     As a result of this  strong  credit  policy,  Tevecap is showing a moderate
growth in this first quarter of 1998. However, it should be pointed out that TVA
accounts for installed and paying  subscribers only.  Non-installed  backlog and
disconnected subscribers are not included in TVA's reported subscriber base.

     Despite said moderate  growth,  the Company is showing a reliable growth in
consistency with its policy of disconnecting subscribers after 30 days past due.
This policy provides the Company a better quality subscriber base.


4.   Ownership & Partnership Relations
- --------------------------------------

     Tevecap  is a 62.2%  owned  subsidiary  of The  Abril  Group,  the  largest
publishing  company  in  Latin  America  and  one  of  the  five  largest  media
conglomerates in Latin America.  Abril publishes  approximately 200 magazines in
Brazil, including eight of the ten most widely circulated.  Additionally,  Abril
distributes nine magazines in Portugal and four in Argentina.  Abril is also the
leader in the  Brazilian  home video  market  and is the  largest  publisher  of
telephone  directories  in Latin  America.  Abril  pioneered the  development of
electronic media in Brazil with the launch of TVA, which was the Country's first
pay television operation.  Abril, with its strong presence in all media sectors,
provides TVA with expertise in distribution and advertising. Abril also provides
TVA with  access  to its  databases  with  proprietary  subscriber  information,
particularly  through its magazine  publishing  interests  (including  Veja, the
world's fourth largest  newsweekly  magazine) which have a combined monthly paid
circulation  of 15.8 million.  For the  twelve-month  period ended  December 31,
1997,  Abril had a net  revenue  of US$ 1.6  billion,  with  EBITDA of US$ 176.3
million,  as  compared to net revenue of US$ 1.4 billion and EBITDA of US$ 108.7
million as of year end 1996.

                             [GRAPHIC BOX OMITTED]


                                    - more -








5.   Operational Performance 1Q98:
- ----------------------------------

TVA Distribuidora

     a)   Cable Operation Overview

     TVA  Sistema  and TVA Sul own and operate  cable  licenses in six  Southern
cities, namely, Sao Paulo, Curitiba, Camboriu,  Blumenau,  Florianopolis and Foz
do Iguacu. The total population of this area exceeds 17 million. As of March 31,
1998, TVA cable subscribers in an equity basis amounted to 117,196, representing
a 10.8 % increase  as  compared  to year-end  1997.  These  figures  include the
subscriber base from 10 cities operated by Canbras TVA. TVA has already deployed
3,294  kilometers of its cable network,  including 452 kilometers of fiber optic
cable.  The capacity of most of TVA's  systems  varies from 750 MHz bandwidth to
550 MHz bandwidth,  easily upgradable to 750 MHz. This technology will allow the
Company  to  render  interactive  services  in  the  future.  Furthermore,   the
addressable   decoders  used  by  TVA's  cable  systems  permit  the  upgrading,
downgrading  or  disconnection  of a subscriber  service from the head-end  upon
short notice and also allow for pay-per-view services.  Addressability permits a
much better churn management as the Company has full control over its subscriber
base.  Addressability  also  enables TVA to offer at this moment four  different
programming  tiers,  while  its  main  competitor  who  is  in  early  stage  of
addressability can only offer two tiers.

     TVA's  cable  systems  today  reaches  close to 976,644  homes,  with a 452
kilometer  fiber-optic network,  which includes a 395 kilometer fiber-optic loop
in Sao Paulo, a 57 kilometer fiber optic network in Curitiba,  and the upgrading
of the three previous cable systems, acquired in 1996.


              TVA Distribuidora's cable Plant as of March 31, 1998

                  Active      Km to be      Total     Marketable      Density
                    Km      Activated(a)      Km      HP in 2Q98      (HP/KM)
                  ------    ------------    -----     ----------      -------

TVA Sistemea       1,636         331        1,967       558,612          284

TVA Sul              896         125        1,021       192,106          188

Canbras TVA          762         130          892       225,926          253
                   -----         ---        -----       -------          ---
Total TVA
  Distribuidora    3,294         586        3,880       976,644          252

- --------------

(a)   Kilometers to be activated uring the first half of 1998


     Presently, TVA offers up to 54 analog channels with capacity to offer up to
78 analog channels.  Cable costs include the US$39 average installation fee, and
between  US$33  and  US$58  as a  monthly  programming  fee,  depending  on  the
programming package. Company's average monthly fee for new subscribers increased
from US$39 in 4Q97 to US$42 in 1Q98,  upon  introduction  of the tiered  pricing
system.

                                    - more -






     Subscriber Performance

     In the first quarter of 1998, Tevecap had approximately 117 thousand direct
cable subscribers, an increase of 10.8% over December 31, 1997.

     The following table sets forth the subscriber  performance between the year
ended December 1997 and March 31, 1998:


                Cable Subscriber Evolution (Jan/Mar-98)

                                         TVA       TVA      Canbras   
                                        Sistema    Sul       TVA (a)    Total
                                        -------    ---       -------    -----
                                        
(+) Paying Subs - Dec 31, 1997          58,541    35,720    11,495   105,756
(+) New Connects                        11,978     3,948     2,725    18,651
(+) Net Transferred from/to             
      other Operations                   2,056       553         1     2,610
(-) Disconnects                          5,920     3,225       676     9,821
(=) Paying Stubs - March 31, 1998       66,655    36,996    13,545   117,196
1st Q98 Growth                           13.9%      3.6%     17.8%     10.8%
Monthly Churn (b)                         2.7%      2.7%      1.6%      2.6%
Annual Churn (c)                         32.6%     32.1%     19.0%     30.9%
                                        
(a)  Represents subscribers in an equity basis
(b)  Disconnects / (Initial Balance + New Connects + Net Transferred) / 3
(c)  Monthly Churn * 12


                   [SALES VOLUME PER MONTH BAR CHART OMITTED]


     Our Cable Plant was developed only in areas where high  penetration will be
possible and the only  additional  necessary  investment  will be backbones  and
decoders.


The  growth of      TVA  Distribuidora  and its  affiliates  enjoyed  good cable
subscribers  in     performance in the 1Q98 based on the strategy to implement a
the cable area      very aggressive  construction of backbone and  instantaneous
has shown that      installation.
Tevecap is
achieving the       The  paying  cable  subscriber  base of Sao Paulo grew 13.9%
goal of             during  the  first  quarter.   This   performance   occurred
increasing          basically  because TVA Distribuidora is selling in new areas
penetration         which were activated a few months ago.

                                    - more -




                    In the case of TVA Sul, the  subscriber  base grew 3.6%.  In
                    the city of Curitiba, however, that is part of TVA Sul, even
                    facing  strong  competition,  we reached a 7.1%  increase as
                    compared to the 4Q97.  In the other four South Region cities
                    we kept the same  base as of  December  31,  1997.  In those
                    cities we are  maintaining  approximately  21 thousand total
                    subscribers.

                    Canbras TVA grew 17.8% in the first quarter of this year and
                    we expect to have similar performance during the year.


Churn and bad       The impact of the Brazilian austerity plan instituted during
debt level are      the fourth  quarter of 1997 in response to the Asian  crisis
under control       strongly affected churn, provision for doubtful accounts and
despite the         reduction of growth.  However,  since TVA  Distribuidora has
Brazilian           shown  a   consistent   policy   dealing   with   delinquent
economic            subscribers  - who  are  disconnected  within  30 days - the
situation           crisis  did not affect TVA  Distribuidora  in a  significant
                    manner.  This policy  provided the Company with full control
                    over the Subscriber Base, keeping the churn rate as budgeted
                    at the beginning of the year.

                    The churn rate of Cable  Operation for the 1Q98 was 2.6% per
                    month.  We  consider  this  churn too high.  However,  it is
                    important to consider that the net growth in the same period
                    was 10.8%.

                    As  we  mentioned  before,  since  the  decoders  are  fully
                    addressable,  delinquent  subscribers  can  be  disconnected
                    easily and immediately by software from the head-end without
                    incurring the extra costs  associated with sending a team to
                    the  subscriber's  location.  Thus,  the  Company can regain
                    revenue and reduce the purchase of new equipment.

Price continues     Despite the decrease of consumer  purchasing power following
to be consistent    the  Asian  crisis,   TVA  Distribuidora  has  achieved  its
with the previous   budgeted cable  subscriber goals by targeting A and B social
quarter as a        classes  combined  with  the  implementation  of  affordable
result of the       programming package.                                        
implementation
of the
programming
tiering

                    As  shown in next  page,  this  crisis  did not  affect  TVA
                    Distribuidora in terms of price when compared to 4Q97.

                                    - more -





                         Hook up fee                       Monthly fee
                         -----------                       -----------
                   4Q97       1Q98      %Chg.       4Q97       1Q98      %Chg.
                   ----       ----      -----       ----       ----      -----
TVA Sistema       $24.30     $32.66     34.4%      $41.54     $42.83      3.1%
TVA Sul           $37.11     $60.44     62.9%      $33.77     $38.55     14.2%
TOTAL             $27.95     $39.31     40.6%      $39.33     $41.80      6.3%



     We believe that TVA Distribuidora  can sustain this pricing  throughout the
year of 1998.

     As  soon  as  the  Brazilian   legislation  approves  Internet  service  to
subscribers,  Tevecap will be able to provide such services which will certainly
represent a new revenue for the Company.


                                    - more -





     b)   MMDS Operation Overview

     TVA had the opportunity of entering new markets very fast, due to its quick
strategy of deploying an extensive MMDS network with broad geographic  coverage.
TVA's MMDS network,  which  comprises  the cities of Sao Paulo,  Rio de Janeiro,
Porto Alegre and Curitiba,  is the largest MMDS network in Brazil.  MMDS systems
are easier to deploy and require lower capital  investments  for  implementation
than cable systems. For instance, an MMDS operator is usually required to invest
up to US$1.5  million for a head-end to cover a  population  of two million with
450,000  Line of Sight  (LOS)  households  and close to US$300  per  incremental
subscriber,  including  box  cost,  marketing  and  installation  expenses.  The
advantage relies on the fact that the incremental  expense is only incurred when
the  subscriber  signs on. In large urban areas,  TVA intends to switch its MMDS
subscribers  to cable  but in areas  not to be  served  by cable it  intends  to
fulfill channel capacity of its MMDS operations.

     TVA  Distribuidora has four MMDS licenses and operates in the cities of Sao
Paulo,  Rio de Janeiro,  Porto  Alegre and  Curitiba.  These areas have a LOS of
almost 7 million for a total  population of close to 17.4  million.  As of March
31, 1998,  239,772 MMDS subscribers  were served in this area.  Through a tiered
pricing system and 100% addressable  decoder boxes, its MMDS system offers up to
31 channels.  Since customers may select the programming  packages they want and
can afford,  tiered pricing is expected to attract more  subscribers.  This will
also reduce future churn rates.  Customers may select from four packages varying
from US$26 to US$47, from 14 to 31 channels. There is also a single installation
charge that varies from US$ 69 to US$158.

     Notwithstanding TVA Distribuidora's  strategy to transfer  subscribers from
MMDS  technology  to Cable,  as the  Company  has  invested  heavily to deploy a
significant Cable Network in Sao Paulo and other five cities in the South of the
Country, we will continue to offer MMDS service.  MMDS technology is part of our
strategy  to  reach  areas  that  are  not  economically   feasible  with  Cable
operations.

                                    - more -




     Subscriber Performance

     In the first  quarter of 1998,  TVA  Distribuidora  had  approximately  240
thousand MMDS direct subscribers, a decrease of 6.8% over December 31, 1997.

     The following table sets forth the subscriber  performance between the year
ended December 1997 and March 31, 1998:


                   MMDS Subscriber Evolution (Jan-Mar/98)

                               TVA           TVA           TV          
                             Sistema         Sul        Filme (a)       Total
                             -------         ---        ---------       -----
(+) Paying Subs 
    - Dec 31, 1997           217,178       23,735        16,349        257,262
(+) New Connects              26,292        2,892         1,388         30,572
(+) Net Transferred from/to
    other Operations          -2,058         -553                       -2,611
(-) Disconnects               38,079        6,160         1,212         45,451
(=) Paying Subs 
    - March 31, 1998         203,333       19,914        16,525        239,772
1st Q98 Growth                  -6.4%       -16.1%          1.1%          -6.8%
Monthly Churn (b)                5.3%         7.9%          2.3%           5.3%
Annual Churn (c)                63.1%        94.5%         27.3%          63.7%

(a)  Represents subscribers in an equity basis
(b)  Disconnects / (Initial Balance + New Connects + Net Transferred) / 3
(c)  Monthly Churn *12


                   [SALES VOLUME PER MONTH BAR CHART OMITTED]


MMDS Strategy for   TVA Distribuidora  intends to switch its MMDS subscribers to
next quarters       cable but in areas not served by cable it intends to fulfill
                    channel capacity of its MMDS  operations.  Also, the Company
                    is  analyzing  the  digitalization  of MMDS  technology  and
                    preparing to serve subscribers with Internet service.

                    As TVA  Distribuidora  is able to offer MMDS in areas  where
                    there  is no  competition,  it has  been  charging  a higher
                    hook-up fee, as shown in the table below:


                         Hook up fee                       Monthly fee
                         -----------                       -----------
                   4Q97       1Q98      %Chg.       4Q97       1Q98      %Chg.
                   ----       ----      -----       ----       ----      -----
TVA Sistema       $89.14    $103.06     15.6%      $40.23     $39.28     -2.4%
TVA Sul           $92.36     $97.13      5.2%      $28.92     $30.74      6.3%
TOTAL             $89.57    $102.48     14.4%      $39.99     $38.45     -3.9%


Churn and Bad       Since  MMDS  operations  serve a 35 Km radius  from the main
Debt Level          antenna,  C  Class  subscribers  could  be  reached  by this
                    technology  during the past years.  Those  subscribers  were
                    strongly affected by unemployment and by the economic action
                    taken by the Government in reaction to the Asian crisis.

                    In  this  regard  TVA  Distribuidora,   following  its  firm
                    disconnection  policy,  has  been  disconnecting  delinquent
                    subscribers  promptly.  In the next  quarter  we  expect  to
                    reduce  the churn as a result of our  credit  policy and the
                    possibility offered to customers of downgrading  programming
                    packages.



                                    - more -





     c)   C-Band Operation Overview

     Today TVA is the only pay TV operator to deliver a digital C-Band signal in
Brazil.  TVA has provided C-Band service since 1993. The system serves the whole
Brazilian   territory  (35.2  million  television   households)  and  can  reach
approximately  4 million  households that currently use C-Band dishes to receive
broadcast  channels  only.  At  1Q98  end  TVA  had  69,431  C-Band  subscribers
representing  a growth of 1.6% as compared to the 4Q97.  In order to receive TVA
C-Band signal the  subscriber  pay only a US$89 hook-up fee - the lowest hook-up
fee in the  Brazilian  DTH Market  since  February,  1998 - and a monthly fee of
US$44.  In this manner,  the C-Band  owner may upgrade to TVA's C-Band  service,
which offers up to 24 Pay TV channels,  in addition to local  off-air  channels.
This  segment is expected to have a minimum  growth in the near future by virtue
of the huge variety of Pay TV technologies and the new licenses that are coming.

     We continue with the subscriber base administrative  policies disconnecting
thirty-day  past due  subscribers,  both  individual  and MDU,  and  working  on
reconnections through contact with the disconnected subscribers.

     These policies have shown good results expressed by the strong reconnection
rate, which can be confirmed by the average monthly churn ratio of 2.4% in 1Q98.
Our  experience  has shown that after  being  disconnected,  70% of  subscribers
promptly pay-off their debts and request reconnection.



     Subscriber Performance

     In the first quarter of 1998, the C-Band  Operation had 69 thousand  direct
C-Band subscribers, an increase of 1.6% over December 31, 1997.

     The following table sets forth the subscriber  performance between the year
ended December 1997 and March 31, 1998:


                    C-Band Subscriber Evolution
                            (Jan-Mar/98)

                                                                TVA
                                                              Sistema
                                                              -------
(+) Paying Subs - Dec 31, 1997                                 68,309
(+) New Connects                                                6,550
(+) Net Transferred from/to other Operations                        0
(-) Disconnects                                                 5,428
(=) Paying Subs - March 31, 1998                               69,431
1st Q98 Growth                                                    1.6%
Monthly Churn (a)                                                 2.4%
Annual Churn (b)                                                 29.0%

(a)  Disconnects / (Initial Balance + New Connects + Net Transferred) / 3
(b)  Monthly Churn *12


                   [SALES VOLUME PER MONTH BAR CHART OMITTED]


C-Band Strategy     TVA's  principal  C-Band  competitor  announced that it will
                    abandon  this  market.  We  believe  this  offers  us a good
                    opportunity to exploit this segment,  which has  experienced
                    minimum  subscriber  base  growth  but  continues  to  be  a
                    profitable  business.  Brazil has certain areas that can not
                    receive  Ku-Band signal due to the  limitations of satellite
                    footprints.  TVA can serve those areas  without  competition
                    and   without   additional   investment.   TVA   expects  to
                    concentrate  its efforts in those  areas using its  existing
                    decoder inventory.  Since the decoders are fully addressable
                    delinquent   subscribers  can  be  disconnected  easily  and
                    immediately.


                                    - more -




                    The  table  below  shows  the   performance  of  the  C-Band
                    Operation:

                                                               US$ per new subs
                             Hook up fee                   Monthly fee
                             -----------                   -----------
                   4Q97       1Q98       %Chg.      4Q97       1Q98       %Chg.
                   ----       ----       -----      ----       ----       -----
TVA Sistema      $210.36    $108.22     -48.6%     $37.15     $41.87      12.7%


     With regard to market  reaction,  after the  installation fee reduction and
the strong  marketing  campaign,  we  experienced a significant  growth as shown
above.


                                    - more -




     d)   TVA Distribuidora - 1Q98 Income Statement


                             TVA DISTRIBUIDORA S.A.
                                Income Statement

     For the Three-Month Periods Ended March 31, 1998; December 31, 1997 and
                                 March 31, 1997



                                         1Q98                            4Q97                                 1Q97
                                         ----                            ----                                 ----
                                                                                       1Q98/                                1Q98/
                                               % Net                    % Net          4Q97                   % Net         1Q97
                                   $000        Revenue      $000        Revenue     % Change      $000       Revenue     % Change
                                   ----        -------      ----        -------     --------      ----       -------     --------
                                                                                                      
  Monthly subscriptions           40,255        99.9%      42,667       101.4%        -5.7%      38,250       90.2%          5.2%
  Installation (Hook-up fee)       2,654         6.6%       1,918         4.6%        38.4%       6,101       14.4%        -56.5%
  Advertising
  Indirect programming
  Other                              390         1.0%       1,401         3.3%       -72.2%       1,270        3.0%        -69.3%
Gross revenue                     43,299       107.4%      45,986       109.2%        -5.8%      45,621      107.6%         -5.1%
  Revenue Taxes                  (2,997)        -7.4%     (3,889)        -9.2%       -22.9%     (3,238)       -7.6%         -7.4%
Net revenue                       40,302       100.0%      42,097       100.0%        -4.3%      42,383      100.0%         -4.9%
  Direct operating expenses       20,536        51.0%      22.497        53.4%        -8.7%      22,048       52.0%         -6.9%
  S,G&A expenses                   7,788        19.3%       9,149        21.7%       -14.9%      10,474       24.7%        -25.6%
EBITDA                            11,978        29.7%      10,451        24.8%        14.6%       9,861       23.3%         21.5%



    Highlights as of March 31, 1998

o    EBITDA Margin had a 14.6%  increase as compared to the 4Q97,  especially by
     virtue of the  dilution  of fixed  cost and the  reduction  of direct  cost
     (magazine cost, sales commission, distribution cost) as a result of process
     and source review.

o    Installation  Revenue as  mentioned in the table below  increased  38.4% as
     compared to 4Q97 due to an  increase  in the average  hook-up fee for Cable
     and MMDS and high volumes of C-Band and Cable new subscriptions.

                                                     US$ million
                      1Q98             4Q97             % Chg
                      ----             ----              -----
        Cable          380              315              20.6%
        MMDS         1,717            1,352              27.0%
        C-Band         557              251             121.9%
                       ---              ---             ------
        TOTAL        2,654            1,918              38.4%
        
        
o    The 5.7%  decrease in Monthly  Subscription  during the 1Q98 was due to the
     1.8% TVA owned systems'  subscriber base reduction  experienced during this
     period  (see  page  4),  since  TVA  faced a  large  number  of  delinquent
     subscribers following its credit policy, promptly disconnecting them.

                                                      US$ million
                      1Q98             4Q97              % Chg
                      ----             ----              -----
        Cable        8,776            8,535               2.8%
        MMDS        25,006           27,895             -10.4%
        C-Band       6,473            6,236               3.8%
                     -----            -----               ----
        TOTAL       40,255           42,666              -5.7%
        

                                    - more -





TVA Satelite

     a)   Ku-Band Operation Overview

     DTH is the fastest  growing pay television  sector in Brazil.  As a result,
DirecTV(TM) is Tevecap's  fastest  growing pay television  operation.  TVA first
offered  digital  Ku-Band  services  in 1996 and ended  that  year  with  23,322
subscribers. As of the end of fiscal year 1997, Ku-Band subscribers increased by
513% to 142,900.  We expect this  segment to  continue  experiencing  impressive
growth.  With the launch of Galaxy's  VIII-i  satellite in the fourth quarter of
1997, we obtained a  significant  improvement  in the total signal  availability
even under the most  adverse  weather  conditions.  Galaxy  VIII-i  satellite is
providing us with the capability to offer more than 150 channels in Brazil, with
the best technology and quality available in the Country. New channels have been
introduced in the line-up as well as new pay-per-view  programming  options such
as  daily   Pay-Per-View.   The  footprint  of  GVIII-i  allows  the  use  of  a
sixty-centimeter dish antenna in almost all of Brazil.

     The new satellite was launched on December 8, 1997 from Cape  Canaveral Air
Station in Florida.  It has replaced the transmission  services on Galaxy III-R,
the  first  satellite  launched  to offer  DirecTV(TM),  digital  direct-to-home
television service in Latin America. Galaxy VIII-i, with 32 transponders, is the
most powerful  satellite built to date by Hughes Space and Communications and is
operated by PanAmSat Corporation. Its payload has been expanded and the expected
operational  life  of  the  spacecraft  extended.   Additionally,  as  DirecTV's
satellite  covers  almost  all of  Brazil,  it can  also be  marketed  to  those
households  in  areas  where  cable  or MMDS  are  not  fully  developed  or not
economically viable  alternatives.  Therefore,  we expect the DTH market to grow
from 14 % in 1997 to 25% in 2004.  TVA believes that it will continue to have an
important position as a leader in this technology.

     Galaxy Brazil currently offers 73 video channels (26  pay-per-view)  and 33
audio channels.  With the new satellite,  we will expand our programming line-up
to 94 video channels (35 pay-per-view) and 48 audio channels.  The entrance cost
for a new subscriber is US$351 as a hook-up fee plus a monthly fee of US$12 as a
decoder  rental to the  customer.  The US$12 is  built-in  to the total  monthly
subscription fee of US$58. This operation has been funded with a long-term lease
finance  facility,  which prevents the Company from  subsidizing the cost of its
equipment, approximately US$360 per decoder.

     The Company  created a new  nationwide  structure in February,  1998,  with
regional  managers and regional sales teams. New points of sales have been added
especially  in dealers  and high  traffic  areas  (malls,  shopping  centers and
department stores). Galaxy Brasil launched a new MDU (bulk installation) project
in order to aggressively  increase market share,  especially in large cities. In
the first quarter  penetration was 4.5 subscribers per building,  and new cities
have  been  added  in  the  past  months.  It is  important  to  emphasize  that
competitors so far have no similar project to approach buildings,  and this will
continue to be a very important advantage to the Company.

                                    - more -





     Competition

     DirecTV(TM) is the leader in the Brazilian DTH Ku-Band  market.  It has the
best quality product and the largest programming offer. SKY is the second player
in the market, with also significant growth but serious technological challenges
with its new satellite.  NetSat is migrating its C-Band  subscribers to SKY with
no charge for  equipment  and  antenna.  SKY has also reduced its hook-up fee to
R$351 in October to match DirecTV(TM)  prices,  and has introduced many channels
throughout the year.  TECSAT is a new player that launched the service in March,
1998. It started the service with a limited number of channels and a promotional
programming  package.  Its  strength  is the  dealer  network it created to sell
C-Band antennas.

     Subscriber Performance

     In the first quarter of 1998,  DirecTV(TM) had  approximately  164 thousand
direct Ku-Band subscribers, an increase of 14.6% over December 31, 1997.

     The following table sets forth the subscriber  performance between the year
ended December 1997 and March 31, 1998:

                          KU-BAND Subscriber Evolution
                                  (Jan-Mar/98)
                                                                      Galaxy
                                                                      Brasil
                                                                      ------

 (+) Paying Subs - Dec. 31, 1997                                     142,900
 -------------------------------                                     -------
 (+) New Connects                                                     22,857
 (+) Net Transferred from/to other Operations
 (-) Disconnects                                                       1,931
 ---------------------------------------------------------------------------
 (=) Paying Subs - March 31, 1998                                    163,826
 ---------------------------------------------------------------------------
 1st Q98 Growth                                                        14.6%
 Monthly Churn (a)                                                      0.4%
 Annual Churn (b)                                                       4.7%
 ---------------------------------------------------------------------------
 (a) Disconnects / (Initial Balance + New Connects + Net Transferred)  / 3
 (b) Monthly Churn *12



                   [SALES VOLUME PER MONTH BAR CHART OMITTED]


New collection      During the first  quarter,  DirecTV(TM)  carried out several
structure           measures to fight  delinquency,  resulting  in a recovery of
recovers            more than 60% of total  disconnects.  This impressive result
delinquent          leads us to continue those actions on a daily basis.        
subscribers         
                    Despite said fact we  experienced  a decrease in the hook-up
                    fee  basically  because  of  the  entry  of  MDUs  into  the
                    subscriber  base.  The increase of the Monthly fee is due to
                    an  increase  in  pay-per-view  purchasing  and to the  full
                    package sales growth as shown in the chart below:


                                                               US$ per new subs
                          Hook up fee                    Monthly fee
                          -----------                    -----------
                   4Q97      1Q98     % Chg.      4Q97       1Q98     % Chg.
                   ----      ----     ------      ----       ----     ------
Galaxy Brasil    $373.19   $325.96    -12.7%     $47.79     $50.74      6.2%


                                    - more -





     b)   TVA Satelite - 1Q98 Income Statement

                               TVA SATELITE Ltda.
                                Income Statement

                For the Three-Month Periods Ended March 31, 1998;
                      December 31, 1997 and March 31, 1997



                                              1Q98                     4Q97                                   1Q97
                                              ----                     ----                                   ----
                                                                                     1Q98/                                   1Q98/
                                              %Net                    % Net          4Q97                     %Net           1Q97
                                 $000       Revenue       $000       Revenue      % Change       $000        Revenue      % Change
                                 ----       -------       ----       -------      --------       ----        -------      --------
                                                                                                       
  Monthly subscriptions         22,623       68.9%       19,521       53.4%         15.9%        6,032        38.4%         275.0%
  Installation (Hook-up fee)    12,646       38.5%       19,658       53.7%        -35.7%       11,355        72.3%          11.4%
  Advertising
  Indirect programming
  Other
Gross revenue                   35,269      107.5%       39,179      107.1%        -10.0%       17,387       110.7%         102.8%
  Revenue taxes                 (2,448)       -7.5%      (2,597)      -7.1%         -5.7%       (1,680)      -10.7%          45.7%
Net Revenue                     32,821      100.0%       36,582      100.0%        -10.3%       15,707       100.0%         109.0%
  Direct operating expenses     22,051       67.2%       17,669       48.3%         24.8%        5,793        36.9%         280.6%
  S,G&A expenses                 9,062       27.6%       10,541       28.8%        -14.0%        9,820        62.5%          -7.7%
EBITDA                           1,708        5.2%        8,372       22.9%        -79.6%           94         0.6%        1717.0%



     Highlights as of March 31, 1998

     This operation  experienced a significant reduction of the EBITDA Margin as
compared to the 4Q97 due to:

     A 36% reduction of installation revenue:

o    Activation  reduced  by 26% from  30,701 in the 4Q97 to 22,857 in the 1Q98,
     reflecting the market economic cycle;

o    Average revenue per subscriber  dropped by 13% from US$373 to US$326 due to
     the introduction of the MDU - bulk installation - project;

o    In the 4Q97 there were still some  installments  relating  to the  previous
     hook-up fee of US$527.

     A 25% increase of Direct Operating Expenses:

o    Programming costs in the 1Q98 included some free  pay-per-view  events that
     were offered to the subscribers, such as shows and concerts;

o    Increase  in  marketing  expenses  in  order  to  aggressively  respond  to
     competition and to enhance market leadership;

o    Introduction  of the  initial  operational  cost to  launch  the MDU - bulk
     installation - project;

o    Creation  of a new  nationwide  sales  structure  to  replace  third  party
     distributors.

     The significant 16% increase of Monthly subscription was due to:

o    Subscriber base increase of 15% by the end of the quarter;

o    Average monthly revenue increase of 6%, representing an additional US$3 per
     subscriber, as a result of the total programming package penetration.

                                    - more -





     TVA Programadora

     TVA's  programming  is  distributed  by TVA to its owned and operated  MSOs
(Multiple System Operator), its affiliated MSOs and to independent operators. By
the end of  1Q98,  programming  had  been  distributed  to  almost  1.4  million
households.  Among its  proprietary  channels,  TVA  Programadora  includes ESPN
Brasil,  HBO Brasil1 and 2 (multiplexed),  CMT Brasil,  Bravo and Eurochannel in
addition to the recently launched Cinemax.

     a)   HBO Brasil Operation Overview

     On March 31, 1998, HBO Brasil had 735,349 subscribers, being distributed by
73 Pay TV operators throughout the Country.  The channel successfully  completed
the launch of Cinemax on November 1st, 1997, and this significantly strengthened
the HBO portfolio as a movie channel provider. Recent marketing surveys indicate
that HBO has the stronger preference among subscribers and the highest levels of
satisfaction  when  compared  to any other  Pay TV  service.  This  year  strong
blockbuster  offerings by its partner studio suppliers  (Disney,  Warner,  Sony)
will  further  reinforce  HBO  Brasil's and  Cinemax's  favored  position in our
programming line-up.

     b)   ESPN Brasil Operation Overview

     On March 31, 1998, ESPN Brasil had 878,210  subscribers,  being distributed
by 71 Pay TV  operators.  The channel  continues  to reinforce  its  programming
content,  including rights to the most important  Brazilian,  European and South
American soccer leagues, and other relevant Brazilian sports, such as volleyball
and basketball, plus an exclusive license agreement with ESPN2 for Brazil.

     During  next June and  July,  ESPN  Brasil  will  feature  a 24 hour  daily
coverage of the Soccer World Cup in France,  the most intensive of any Brazilian
Television Network,  thus bringing  unparalleled coverage of the upmost relevant
sports event to the Brazilian audience.

     c)   TVA Channel Operation Overview

     TVA  Channel  has   completed   the   revamping  of  the  line-up  for  TVA
Distribuidora's  MSOs , with the launch of MGM Gold and CBS Telenoticias  during
the first quarter of 1998. In the last six months, seven channels were launched,
significantly  reinforcing  our  line-up  of  channels,  at no extra cost to the
subscriber and operations.  This was possible due to a complete renegotiation of
the previous contracts, with resulting savings reinvested as new "free" channels
for the

                                    - more -




subscribers,  a process that coincided with the launch of the tiered packages of
programming by the Rio and Sao Paulo operations.

     With  its the  line-up  review  completed,  TVA is now  able to  offer  the
strongest  programming  packages in the marketplace,  at comparable costs to the
subscriber for cable and at lower costs for MMDS. Also,  taking advantage of our
fully  addressable  operations,  the tiering packages  launched on November 1st,
1997 provided a more complete product  portfolio at lower access prices allowing
full  freedom to navigate  among the  packages  above Basic with a non-buy  thru
concept, thus appealing to all consumer segments.

     TVA's   Engineering   facilities   has  completed   their   renovation  and
modernization  process,  with state of the art equipment to play back and uplink
our channels and  advertising,  plus new studio and  post-production  facilities
intended to bring  economies of scale for the existing  channels and new revenue
sources with new businesses.

                                    - more -




     Subscriber Performance

     In the first  quarter  of 1998,  TVA  Programadora  had  approximately  673
thousand indirect subscribers, an increase of 0.5% over December 31, 1997.

     The following table sets forth the subscriber  performance between the year
ended December 1997 and March 31, 1998:


                      TVA Programadora Subscriber Evolution
                                  (Jan-Mar/98)

                                                                  Indirects
                                                                  ---------
(+) Paying Subs - Dec 31, 1997                                     669,543
(+) New Connects                                                    18,710
(+) Net Transferred from/to other Operations
(-) Disconnects                                                     15,423
(=) Paying Subs - March 31, 1998                                   672,830
1st Q98 Growth                                                         0.5%
Monthly Churn (a)                                                      0.7%
Annual Churn (b)                                                       9.0%

(a) Disconnects / (Initial Balance + New Connects + Net Transferred) / 3
(b) Monthly Churn *12



Indirect            Most of the indirect  subscribers  operations have completed
Operators reach     three years,  having achieved high  penetration  levels in A
maturity and        and B social  classes  due to the  small-medium  size of the
start scrambling    cities operated.  These operations are now under the process
the signal.         of encrypting their systems,  which will allow them to offer
                    basic packages more  affordable to the C social class.  This
                    movement is expected to increase our subscriber  base in the
                    near future.                                                

                    New  licenses  will also bring  opportunities  to expand the
                    indirect subscriber base when they become effective.


                                    - more -





     d)   TVA Programadora - 1Q98 Income Statement

                             TVA PROGRAMADORA Ltda.
                                Income Statement

                For the Three-Month Periods Ended March 31, 1998;
                      December 31, 1997 and March 31, 1997



                                        1Q98                             4Q97                                1Q97
                                        ----                             ----                                ----
                                                                                      1Q98/                                1Q98/
                                              %Net                       %Net         4Q97                   %Net          1Q97
                                 $000        Revenue       $000        Revenue     % Change       $000      Revenue     % Change
                                 ----        -------       ----        -------     --------       ----      -------     --------
                                                                                                     
  Monthly subscriptions
  Installation (Hook-up fee)
  Advertising                    1,203        14.0%        1,028        14.6%        17.0%        1,810       21.1%       -33.5%
  Indirect programming           5,729        66.5%        4,778        67.9%        19.9%        5,115       59.6%        12.0%
  Other                          2,196        25.5%        1,599        22.7%        37.3%        1,995       23.3%        10.1%
Gross revenue                    9,128       106.0%        7,405       105.2%        23.3%        8,920      104.0%         2.3%
  Revenue taxes                  (514)        -6.0%        (365)        -5.2%        40.8%        (340)       -4.0%        51.2%
Net Revenue                      8,614       100.0%        7,040       100.0%        22.4%        8,580      100.0%         0.4%
  Direct operating expenses      6,963        80.8%        5,092        72.3%        36.7%        8,597      100.2%       -19.0%
  S,G&A expenses                 2,009        23.3%        2,851        40.5%       -29.5%        2,144       25.0%        -6.3%
EBITDA                           (358)        -4.2%        (903)       -12.8%       -60.4%      (2,161)      -25.2%       -83.4%



     Highlights as of March 31, 1998

o    The  reduction  on EBITDA from  negative  US$903  thousand  for the 4Q97 to
     negative US$358 thousand during the 1Q98 was due to:

     i)   Services  rendered  to  our  affiliates  as a  result  of  support  in
          productions and engineering;

     ii)  Revenue from new channels  offered to our affiliated  and  independent
          operators.


                                    - more -






6.   Tevecap's Consolidated 1Q98 Results
- ----------------------------------------

     a)   Consolidated Results

Consolidated Net Revenue     
- ------------------------     
                                   1Q98                4Q97             1Q97
                                   ----                ----             ----
(+) Gross Revenue                 88,125              92,868           72,517
(-) Revenue Taxes                  5,964               6,857            5,286
                                   -----               -----            -----
(=) Net Revenue                   82,161              86,011           67,231


     In the 1Q98 Net Revenue  decreased  4.5% as compared to the 4Q97 mainly due
to the reduction of the hook-up fee revenue of the Ku-Band  Operation and to the
lower number of new  subscriptions.  We emphasize that to the Asian crisis,  the
first quarter in Brazil usually has a negative seasonal impact due to the summer
and vacation period in Brazil.  Also, the  implementation of more aggressive MDU
(bulk  installation)  sales contributed to reduced Revenue,  since in many cases
the Company does not charge the full hook-up fee.


Monthly Subscription Revenue
- ----------------------------
                                   1Q98                4Q97             1Q97
                                   ----                ----             ----
US$ million                       62,878              62,188           44,282
% of Gross Revenue                 71.4%               67.0%            61.1%


     As shown  above the  Monthly  Subscription  Revenue  is  becoming  the most
important  portion of revenue  in light of our solid and  consistent  subscriber
base. For the 1Q98 we  experienced a 1.1% growth  despite the adverse  Brazilian
economic situation as already mentioned in the previous pages.

     The  Company  has a  provision  for  bad  debt  equivalent  to  100% of the
potential subscriber cancellation based on historical data.


Installation Revenue
- --------------------
                                   1Q98                4Q97             1Q97
                                   ----                ----             ----
US$ million                       15,300              21,576           17,456
% of Gross Revenue                 17.4%               23.2%            24.1%


     The substantial reduction in this item was due to:

     i)   low sales volume of the season,

     ii)  Tevecap's  reduction of new  subscriptions  due to new credit analysis
          policy,

     iii) Introduction of Ku-Band's new sales policy for MDU and

                                    - more -






     iv)  Waiver of hook-up fee in highly competitive areas.

     The chart below shows the performance of sales in the 1Q98:


                       1Q98                  4Q97               Chg.%
                       ----                  ----               -----
MMDS                  24,382                36,950             -34.0%
Cable                 15,452                12,092              27.8%
C Band                 5,685                 3,989              42.5%
Ku Band               21,543                29,800             -27.7%
                      ------                ------             ------
Total O&O             67,062                82,831             -19.0%
Ventures               4,344                 4,144               4.8%
                       -----                 -----               ----
Total                 71,406                86,975             -17.9%


     MMDS was affected by the strict  credit  policy and Ku-Band had a low sales
performance  as compared to its sales peak in 4Q97 when the Company  reduced the
hook-up fee from US$ 527 to US$ 151.

     Indirect Programming Revenue
     ----------------------------

                             1Q98              4Q97                 1Q97
                             ----              ----                 ----
US$ million                  5,729             4,778               5,115
% of Gross Revenue           6.5%               5.1%                7.1%


     This revenue  consists of payments  made to the Company for the sale of its
programming to affiliates and independent operators.

     Direct Operating Expenses
     -------------------------
                                        1Q98            4Q97           1Q97
                                        ----            ----           ----
(+) Direct Operating Expenses          23,134          24,264         20,072
(excluding programming)
% of Net Revenue                        28.2%           28.2%          29.9%
(+) Programming                        26,416          20,994         16,366
% of Net Revenue                        32.2%           24.4%          24.3%
(=) Direct Operating Expenses          49,550          45,258         36,438
% of Net Revenue                        60.3%           52.6%          54.2%


     Overall,  the Direct Operating  Expenses as a percentage of Net Revenue are
under control as shown in the line  excluding  programming  cost.  However,  the
Programming  Cost, in the 1Q98 grew as a result of  investment  in  pay-per-view
events and channels added to the line-up of Ku-Band Operation.



                                    - more -





     Selling, General and Administrative expenses
     --------------------------------------------

                                 1Q98              4Q97             1Q97
                                 ----              ----             ----
Selling Expenses                22,629            27,335           24,323
% of Net Revenue                 27.5%            31.8%             36.2%
Allowance for doubtful
  accounts                       2,691            2,010             1,568
% of Net Revenue                  3.3%              2.3%             2.3%
S, G&A                          25,320            29,345           25,891
% of Net Revenue                 30.8%            34.1%             38.5%



     During the 1Q98, Tevecap kept the policy to make provisions for 100% of bad
debt and for potential  subscriber  cancellation.  This policy  guarantees  that
Tevecap will not  surprise  the market with bad news and on March 31, 1998,  the
Company had a provision of US$13.4 million for doubtful accounts.

     As a percentage of Net Revenue,  S,G&A decreased to 30.8% in the 1Q98, from
34.1% in the  last  quarter  by  virtue  of  revisions  in  process  as  already
mentioned.

     EBITDA
     ------
                             1Q98                 4Q97                1Q97
                             ----                 ----                ----
US$ million                  7,290               11,408              4,902
% of Gross Revenue            8.9%                13.3%               7.3%


     EBITDA  Margin in the 1Q98 as a percentage  of Net Revenue  decreased  4.4%
when compared to the last quarter as a consequence of the Ku-Band's  performance
mentioned  previously in this report. On an  operation-per-operation  basis, TVA
Distribuidora experienced a consistent EBITDA Margin as shown below


                             1Q98                 4Q97                1Q97
                             ----                 ----                ----
TVA Distribuidora            29.7%                24.3%              22.7%
TVA Programadora             -4.2%                -8.5%             -21.1%
TVA Satelite                  5.2%                22.9%               0.6%


     Operating Loss
     --------------

     During the 1Q98  Operating  Loss was  US$12.3  million,  2% higher than the
US$12  million  loss  reported  for the 4Q97,  and we expect this item to remain
stable this year.

     Interest Income/Expense
     -----------------------

     Net Interest  Income/Expense  was US$14.5 million for 1Q98, the same amount
as reported for the previous quarter.

                                    - more -




     Equity in losses of affiliates
     ------------------------------

     This item amounted to a loss of US$4.8  million in 1Q98 versus an income of
US$0.6 million in 4Q97.  This loss came from ESPN Brasil (US$3.6  million),  HBO
Brasil (US$1.3 million) and was reduced in US$0.1 million by the positive result
of Canbras TVA.

     b)   Financial Situation


                                1Q98            4Q97             1Q97
                                ----            ----             ----
Short Term Debt                71,552          56,397           30,279
Long Term Debt                 349,022         461,368          253,126
                               -------         -------          -------
Total Debt                     420,574         517,765          283,405
Shareholders' Equity           70,578           1,972           67,926
                               ------           -----           ------
Capitalization                 491,152         519,737          351,331
Debt to Capitalization          85.6%           99.6%            80.7%



     During the 1Q98 Total Debt dropped 19% compared to the previous quarter. In
February,  1998 the Abril Group, the major shareholder,  injected US$100 million
into Tevecap.  The proceeds  from the capital  infusion were used to repay Loans
from  shareholders  and the  balance  of cash on hand as of March  31,  1998 was
US$16.4 million.

                                    - more -






     c)   Consolidated Balance Sheet

                                  TEVECAP S.A.
                           Consolidated Balance Sheet
   For the Periods Ended March 31, 1998; December 31, 1997 and March 31, 1997
                         (in thousands of U.S. dollars)




                                   Mar 31,        Dec 31,        %           Mar 31,          %
                                    1998           1997         Chg.          1997           Chg.
                                    ----           ----         ----          ----           ----
                                                                               
Cash and cash equivalents          16,378          1,024       1499%         65,066          -75%
Accounts receivable, net           43,103         47,002         -8%         35,928           20%
Inventories                        23,639         23,590          0%         16,906           40%
Film exhibition rights              1,559          1,291         21%            856           82%
Prepaid and other assets           11,139         14,028        -21%          4,058          174%
Other accounts receivable          14,254         12,984         10%          4,443          221%
Total current assets              110,071         99,919         10%        127,257          -14%

Property, plant and equipment     434,038        421,972          3%        260,284           67%
Investments
- -Equity affiliates                  5,229         11,835        -56%          9,454          -45%
- -Cost basis investees              43,705         30,237         45%         23,734           84%
- -Concessions, net                  13,349         13,775         -3%         16,710          -20%
Loans to related companies         19,311         19,566         -1%         16,693           16%
Prepaid expenses                    7,351          7,813         -6%          8,379          -12%
Other                               2,683          2,614          3%          2,154           25%

Total assets                      635,737        607,731          5%        464,665           37%

Short-term bank loans              71,552         56,397         27%         30,279          136%
Film suppliers                     26,017         26,184         -1%         10,955          137%
Other suppliers                    64,940         66,749         -3%         51,984           25%
Taxes payable other 
  than income taxes                13,761         12,837          7%          8,843           56%
Accrued payroll and 
  related liabilities               6,282          6,589         -5%          7,163          -12%
Advance payments received 
  from subscribers                  3,045          4,386        -31%          6,303          -52%
Other accounts payable              8,126          4,839         68%          8,107            0%
Total current liabilities         193,723        177,981          9%        123,634           57%

Long term bank loans              303,198        309,739         -2%        250,456           21%
Loans from related companies       45,824         95,232        -52%          2,670         1616%
Loans from shareholders                                                       3,228         -100%
Provision for claims                6,643          5,907         12%          4,547           46%
Liability to fund joint venture
  and equity investee                                                         1,391         -100%
Deferred hook up fee revenue       11,190         12,098         -8%          9,224           21%
Total long-term liabilities       366,855        422,976        -13%        271,516           35%

Minority interest                   4,581          4,802         -5%          1,589          188%

Paid-in-capital                   387,803        287,962         35%        287,962           35%
Accumulated deficit             (317,225)      (285,990)         11%      (220,036)           44%
Total shareholders' equity         70,578          1,972       3479%         67,926            4%

Total liabilities and
  shareholders' equity            635,737        607,731          5%        464,665           37%


                                    - more -





     d) Tevecap - 1Q98 Income Statement


                                  TEVECAP S.A.
                                Income Statement
                For the Three-Month Periods Ended March 31, 1998;
                      December 31, 1997 and March 31, 1997



                                              1Q98                           4Q97                                1Q97
                                              ----                           ----                                ----
                                                                                          1Q98/                               1Q98/
                                                     %Net                    %Net         4Q97                   %Net         1Q97
                                         $000       Revenue      $000       Revenue    % Change      $000       Revenue    % Change
                                         ----       -------      ----       -------    --------      ----       -------    --------
                                                                                                       
   Monthly subscriptions                62,878       76.5%      62,188       72.3%        1.1%      44.282       65.9%       42.0%
   Installation (Hook-up fee)           15,300       18.6%      21,576       25.1%      -29.1%      17,456       26.0%      -12.4%
   Advertising                           1,203        1.5%       1,028        1.2%       17.0%       1,810        2.7%      -33.5%
   Indirect programming                  5,729        7.0%       4,778        5.6%       19.9%       5,115        7.6%       12.0%
   Other                                 3,015        3.7%       3,298        3.8%       -8.6%       3,854        5.7%      -21.8%
Gross revenue                           88,125      107.3%      92,868      108.0%       -5.1%      72,517      107.9%       21.5%
   Revenue taxes                        (5,964)      -7.3%      (6,857)      -8.0%      -13.0%      (5,286)      -7.9%       12.8%
Net Revenue                             82,161      100.0%      86,011      100.0%       -4.5%      67,231      100.0%       22.2%
   Direct operating expenses            49,550       60.3%      45,258       52.6%        9.5%      36,438       54.2%       36.0%
   S,G&A expenses                       25,321       30.8%      29,346       34.1%      -13.7%      25,891       38.5%       -2.2%
EBITDA                                   7,290        8.9%      11,407       13.3%      -36.1%       4,902        7.3%       48.7%
   Allowance for obsolescence
     of material                                                 5,218        6.1%     -100.0%          38        0.1%     -100.0%
   Depreciation and amortization        19,551       23.8%      18,155       21.1%        7.7%      10,397       15.5%       88.0%
Operating loss                         (12,261)     -14.9%     (11,966)     -13.9%        2.5%      (5,533)      -8.2%      121.6%
   Interest income                       2,767        3.4%       1,796        2.1%       54.1%       5,035        7.5%      -45.0%
   Interest expenses                   (17,297)     -21.1%     (16,574)     -19.3%        4.4%     (11,316)     -16.8%       52.9%
   Translation (loss) gain                (636)      -0.8%         927        1.1%     -168.6%        (610)      -0.9%        4.3%
   Equity in losses of affiliates       (4,761)      -5.8%         587        0.7%     -911.1%      (2,466)      -3.7%       93.1%
   Other nonoperating (expenses)
     income, net                           731        0.9%      (1,602)      -1.9%     -145.6%        (763)      -1.1%     -195.8%
Loss before income taxes and minority  (31,457)     -38.3%     (26,832)     -31.2%       17.2%     (15,653)     -23.3%      101.0%
Income taxes
Minority interest                          222        0.3%         374        0.4%      -40.6%         191        0.3%       16.2%
Net income (loss)                      (31,235)     -38.0%     (26,458)     -30.8%       18.1%     (15,462)     -23.0%      102.0%



                                    - more -






     e)   Tevecap - 1Q98 Statement of Cash Flow



                                  TEVECAP S.A.
                             Statement of Cash Flow
                For the Three-Month Periods Ended March 31, 1998;
                      December 31, 1997 and March 31, 1997
                         (in thousands of U.S. dollars)


                                                1Q           4Q          1Q
                                               1998         1997        1997
                                               ----         ----        ----
Cash flows from operating activities:
Net loss                                     (31,235)     (26,456)    (15,462)
Adjustment to reconcile net loss to
  net cash (used in) provided by
Operating activities:
   Depreciation                               19,125       17,727       9,533
   Amortization                                  426          427         864
   Allowance for exhibition costs
   Allowance for doubtful accounts             2,691        2,010       1,568
   Allowance for obsolescence                               5,218
   Provision for claims                          736          687        (492)
   Minority interest                            (221)        (374)       (191)
   Disposal and write-off of fixed assets
   Equity in losses (earnings) of affiliates   4,761         (587)      2,466
Changes in operating assets and liabilities:
   Film exhibition rights                       (268)        (788)        205
   Accounts receivable                         1,208         (860)     (5,200)
   Prepaid and other assets                    9,586        1,598      (1,859)
   Other accounts receivable                  (7,504)      (3,202)        229
   Other                                         (69)         (30)        283
   Accrued interest                            3,266       12,514       7,746
   Inventories                                   (49)      (1,330)     (3,811)
   Legal deposits                               (408)
   Suppliers                                  (1,976)      23,779       2,995
   Taxes payable other than income taxes         924        2,052        (110)
   Accrued payroll and related liabilities      (307)      (1,615)      1,022
   Advances received from subscribers         (1,341)      (1,128)     (4,179)
   Deferred hook up fee Revenue                 (908)      (5,357)      4,341
   Other accounts payable                      3,283        1,394       3,231
        Net cash (used in) provided by
          operating activities                 2,128       25,271       3,179
Cash flows from investing activities:
Business acquisition
   Purchase of fixed assets                  (31,191)     (64,776)    (36,569)
   Loans to affiliated companies                (189)        (189)     (1,915)
   Cash received on loans to
    affiliated companies                         439        1,299
   Purchase of concessions
   Investments in equity and
     cost investments                        (11,625)      (5,398)    (11,658)
        Net cash used in investing
          activities                         (42,566)     (69,064)    (50,142)
Cash flows from financing activities:
   Loans from Banks                           15,081       16,885       5,117
   Capital contributions                      99,847
   Repayments of loans from shareholders                   (5,753)      1,588
   Loans from shareholders                                  1,800
   Loans from affiliated companies            38,651       53,111         526
   Repayments of loans from 
     affiliated companies                    (90,073)      (1,631)
   Repayments of loans from banks             (7,714)     (28,169)
   Net cash provided by financing
     activities                               55,792       36,243       7,231
   Net (decrease) increase in cash
     and cash equivalents                     15,354       (7,550)    (39,732)
Cash and cash equivalents at beginning
  of the period                                1,024        8,574     104,798
Cash and cash equivalents at
  end of the period                           16,378        1,024      65,066





7.   Report from Management
- ---------------------------

     "The  Pay TV  business  in  Brazil  continues  to  offer  a  good  business
opportunity,  taking into account the low penetration  level and the very strong
demand for this type of  service.  The  temporary  crisis  faced by our  Country
resulted in a high  delinquency  level due to the  increase  of  interest  rates
imposed by the Government in reply to the Asian crisis. Notwithstanding this, in
the medium and long term we expect to enjoy significant growth.

     Tevecap has always been candid in the  disclosure of its results,  business
strategy  and  policy,  which we  consider  to be one of our  major  obligations
towards investors and shareholders.  Furthermore,  the Company's  Management has
been consistently focused on profitability, but without neglecting the customer,
our primary target.  We are sure that Tevecap is considered to be a company that
respects its customers while  simultaneously  being firm with those who maintain
their accounts current.

     We are confident that this Report is clear, objective and will be useful to
Tevecap's  investors and to the segment analysts,  and will be an important tool
in our conference  call scheduled May 29, 1998, at 3:00 p.m. EST.  Please do not
hesitate to contact us should you need any  clarification  or have any  eventual
questions on the foregoing."

     Best regards,



     Raul Rosenthal
       CEO