1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -----------------------
                                   FORM 10-Q


(Mark One)

/x/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1995
                               -------------       

                                       OR

/ /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from ---------- to ----------


                         Commission file number 1-9332
                                                ------


Falcon Cable Systems Company, a California limited partnership
-------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           California                             95-4108170
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(STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION) 

10900 Wilshire Boulevard, 15th Floor, Los Angeles, CA  90024
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

Registrant's telephone number, including area code   (310) 824-9990
                                                   ----------------------

-------------------------------------------------------------------------
              FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                         IF CHANGED SINCE LAST REPORT.


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


   
   2
                        PART I - FINANCIAL INFORMATION

                        FALCON CABLE SYSTEMS COMPANY

                          CONDENSED BALANCE SHEETS
                        ============================



                                                                      December 31,      June 30,
                                                                          1994*           1995
                                                                        --------        --------
                                                                                      (unaudited)
                                                                         (Dollars in Thousands)
                                                                                 
ASSETS:
  Cash and cash equivalents                                             $  2,987        $  1,176
  Receivables, less allowance of $73,000
    and $56,600 for possible losses                                        2,287             804
  Prepaid expenses and other                                               1,390           1,436
  Cable materials, equipment and supplies                                  1,206           1,203
  Available-for-sale securities                                            7,110               -
  Property, plant and equipment, less accumulated depreciation
    and amortization of $59,158,000 and $65,028,400                       65,460          66,096
  Franchise cost and goodwill, less
    accumulated amortization of
    $27,114,500 and $31,832,600                                           36,096          33,805
  Customer lists and other intangible
    costs, less accumulated amortization
    of $8,356,800 and $6,030,600                                           2,890           1,649
  Deferred loan costs, less accumulated
    amortization of $221,300 in 1995                                           -           1,316
                                                                        --------        --------
                                                                        $119,426        $107,485
                                                                        ========        ========

                        LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
LIABILITIES:
  Notes payable                                                         $170,439        $165,919
  Accounts payable                                                         2,487           1,384
  Accrued expenses                                                         9,463          10,030
  Payable to general partner                                               3,003           3,446
  Customer deposits and prepayments                                          684             717
                                                                        --------        --------
    TOTAL LIABILITIES                                                    186,076         181,496 
                                                                        --------        --------

COMMITMENTS AND CONTINGENCIES

PARTNERS' EQUITY (DEFICIT)
  General partner                                                             42              37
  Limited partners                                                       (73,600)        (74,048)
  Unrealized gain on available-for-sale securities                         6,908               -
                                                                        --------        --------
    TOTAL PARTNERS' DEFICIT                                              (66,650)        (74,011)
                                                                        --------        --------
                                                                        $119,426        $107,485
                                                                        ========        ========



            *As presented in the audited financial statements.
         See accompanying notes to condensed financial statements


                                   -2-  
   3

                        FALCON CABLE SYSTEMS COMPANY

                     CONDENSED STATEMENTS OF OPERATIONS
                        ============================




                                                          Unaudited
                                                  ------------------------- 
                                                      Three months ended
                                                           June 30, 
                                                  ------------------------- 
                                                     1994           1995
                                                  ----------     ----------
                                                (Dollars in thousands except 
                                                    per unit information)

                                                          
REVENUES                                          $   13,434     $   13,178
                                                  ----------     ----------

OPERATING EXPENSES:
  Service costs                                        3,763          4,141
  General and administrative expenses                  2,102          1,941
  General Partner management fees
    and reimbursed expenses                            1,205          1,160
  Depreciation and amortization                        4,260          4,728
                                                  ----------     ----------

                                                      11,330         11,970
                                                  ----------     ----------
      Operating income                                 2,104          1,208

INTEREST EXPENSE, NET                                 (3,625)        (4,087)

OTHER EXPENSE, NET                                       (53)           (44)
                                                  ----------     ----------

NET LOSS                                          $   (1,574)    $   (2,923)
                                                  ==========     ==========

NET LOSS PER LIMITED PARTNERSHIP UNIT             $    (0.25)    $    (0.45)
                                                  ==========     ==========

AVERAGE LIMITED PARTNERSHIP UNITS
  OUTSTANDING DURING PERIOD                        6,398,913      6,398,913
                                                  ==========     ==========








           See accompanying notes to condensed financial statements.

                                   -3-

   4

                          FALCON CABLE SYSTEMS COMPANY

                       CONDENSED STATEMENTS OF OPERATIONS
                          ============================




                                                   Unaudited
                                        -----------------------------
                                               Six months ended            
                                                   June 30,
                                        -----------------------------
                                           1994                1995           
                                        ----------          ----------
                                         (Dollars in thousands except     
                                             per unit information)

                                                       

REVENUES                                 $   26,774         $   26,148
                                         ----------         ----------  

OPERATING EXPENSES:
  Services costs                              7,698              8,167
  General and administrative expenses         4,096              3,689
  General Partner management fees
    and reimbursed expenses                   2,400              2,288
  Depreciation and amortization               8,819              9,252
                                         ----------         ----------
                                             23,013             23,396
                                         ----------         ----------

    Operating income                          3,761              2,752

INTEREST EXPENSE, NET                        (6,824)            (8,168)

OTHER INCOME (EXPENSE), NET                    (142)             7,458
                                         ----------         ----------

NET INCOME (LOSS)                        $   (3,205)        $    2,042
                                         ==========         ==========

NET INCOME (LOSS) PER LIMITED
  PARTNERSHIP UNIT                       $    (0.50)        $     0.32
                                         ==========         ==========

AVERAGE LIMITED PARTNERSHIP UNITS
  OUTSTANDING DURING PERIOD               6,398,913          6,398,913
                                         ==========         ==========






           See accompanying notes to condensed financial statements.

                                     -4-
   5
                          FALCON CABLE SYSTEMS COMPANY

                       CONDENSED STATEMENTS OF CASH FLOWS
                          ============================





                                                              Unaudited
                                                        ----------------------
                                                           Six months ended
                                                                June 30,
                                                        ----------------------
                                                          1994          1995
                                                        --------      --------
                                                        (Dollars in Thousands)
                                                                
Net cash provided by operating activities               $ 5,912       $ 4,493
                                                        -------       -------

Cash flow from investing activities:
    Capital expenditures                                 (3,503)       (6,703)
    Other intangibles                                      (184)         (299)
    Sale of available-for-sale securities                   --          7,764
    Acquisitions of cable television systems             (1,464)          --
                                                        -------       -------
Net cash provided (used) in investing activities         (5,151)          762
                                                        -------       -------

Cash flow from financing activities:
    Borrowings                                            5,875         5,215
    Repayment of debt                                    (7,150)       (9,786)
    Distributions to partners                               --         (2,495)
                                                        -------       -------
Net cash used by financing activities                    (1,275)       (7,066)
                                                        -------       -------

Decrease in cash                                           (514)       (1,811)

Cash at beginning of period                               1,186         2,987
                                                        -------       -------
Cash at end of period                                   $   672       $ 1,176
                                                        =======       =======


           See accompanying notes to condensed financial statements.

                                      -5-
   6
                          FALCON CABLE SYSTEMS COMPANY

                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                    =======================================


NOTE 1 - INTERIM FINANCIAL STATEMENTS

     The interim condensed financial statements for the three and six months 
ended June 30, 1995 and 1994 are unaudited. It is suggested that these 
condensed interim financial statements be read in conjunction with the audited 
financial statements and notes thereto included in the Partnership's latest 
Annual Report on Form 10-K. In the opinion of management, such statements 
reflect all adjustments (consisting only of normal recurring adjustments) 
necessary for a fair presentation of the results of such periods. The results 
of operations for the three and six months ended June 30, 1995 are not 
necessarily indicative of the results for the entire year.


NOTE 2 - SALE OF AVAILABLE-FOR-SALE SECURITIES

     On February 10, 1995, the Partnership received net proceeds of 
approximately $7,764,000 in connection with the closing of the tender offer to 
acquired QVC by Liberty Media Corporation and Comcast Corporation for $46.00 
per share. This resulted in a gain of $7,562,000, which is included in other 
income. A special, one-time distribution to Unitholders of approximately 
$2,495,000 related to this transaction was declared on March 14, 1995. The 
remaining proceeds of $5,269,000 were used to temporarily pay down bank debt.


NOTE 3 - EARNINGS PER EQUIVALENT UNIT

     Earnings per limited partnership unit are based on the average number of 
limited partnership units outstanding during the periods presented. For this 
purpose, earnings are allocated 99% to the limited partners and 1% to the 
General Partner.


NOTE 4 - RECLASSIFICATIONS

     Certain 1994 amounts have been reclassified to conform to the 1995 
presentation.

                                     -6-
   7
                          FALCON CABLE SYSTEMS COMPANY

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


INTRODUCTION

     On February 22, 1994, the Federal Communications Commission (the "FCC") 
announced significant amendments to its regulations implementing certain 
provisions of the 1992 Cable Act, including those relating to rate regulation 
which had previously become effective on September 1, 1993. The amended rate 
regulations became effective during the quarter ended September 30, 1994. 
Additional amendments were adopted November 10, 1994 and became effective 
January 1, 1995. Compliance with these rules has had, and will most likely 
continue to have, a significant negative impact on the Partnership's revenues 
and cash flow. Based on certain recent FCC decisions that have been released, 
however, the Partnership's management presently believes that revenues for the 
first six months of 1995 fully reflect the impact of the 1992 Cable Act. 
Nonetheless, management expects that certain costs, including programming 
costs, will continue to rise at a rate in excess of that which the Partnership 
will be permitted to pass on to its customers. Furthermore, given events since 
the enactment of the 1992 Cable Act, there can be no assurance as to what, if 
any, future action may be taken by Congress, the FCC or any other regulatory 
authority or court, or the effect thereof on the Partnership's business. 
Specifically, the FCC recently issued a proposal that may allow cable operators 
to file abbreviated cost of service filings for system rebuilds and upgrades, 
providing for additional rate increases related to significant capital 
expenditures. There is also legislation currently being debated in Congress 
that could significantly revise the 1992 Cable Act, although there can be no 
certainty as to the final provisions of such legislation, or whether it will 
become law.



                                                                    
                                   Three Months Ended      Six Months Ended
                                        June 30,                June 30,
                                   ------------------      ----------------
                                   1994          1995      1994        1995
                                   ----          ----      ----        ----
                                                          

Revenues                           100%         100%       100%        100%

Cost of services and expenses:
  Service costs                     28           31         29          31
  Operating, general and
    administrative expenses         16           15         15          14
  General Partner management fees
    and reimbursed expenses          9            9          9           9
  Depreciation and amortization     31           36         33          35
                                   ----         ----       ----        ----
                                    84%          91%        86%         89%
                                   ----         ----       ----        ----
        Operating income            16%           9%        14%         11%

Interest expense, net              (28)         (31)       (25)        (32)
Other income (expense)              -            -          (1)         29%
                                   ----         ----       ----        ---- 
                                   (28)%        (31)%      (26)%        (3)%
                                   ----         ----       ----        ----

        Net Loss                    12%          22%        12%          8%
                                   ====         ====       ====        ====



                                     -7-
   8
                          FALCON CABLE SYSTEMS COMPANY

RESULTS OF OPERATIONS

        The Partnership's revenues decreased from $13.4 million to $13.2 
million, or by 1.9%, and from $26.8 million to $26.1 million, or by 2.3%, 
during the three and six months ended June 30, 1995 compared to the 
corresponding periods in 1994. Of the $256,000 net decrease in revenues for the 
three months ended June 30, 1995 as compared to 1994, approximately $675,000 
was estimated to be due to decreases in rates implemented in September 1994 to 
comply with the 1992 Cable Act. This decrease was partially offset by 
approximately $236,000 related to increases in the number of subscriptions for 
services, approximately $78,000 in other revenue producing items, approximately 
$64,000 related to an increase in regulated service rates implemented in April 
1995 and approximately $41,000 related to an increase in premium service rates 
implemented during the fourth quarter of 1994. Of the $626,000 net decrease in 
revenues for the six months ended June 30, 1995 as compared to 1994, 
approximately $1,432,000 was estimated to be due to decreases in rates 
implemented in September 1994 to comply with the 1992 Cable Act. This decrease 
was partially offset by approximately $412,000 related to increases in the 
number of subscriptions for services, approximately $188,000 in other revenue 
producing items, approximately $64,000 related to an increase in regulated 
service rates implemented in April 1995, approximately $83,000 related to an 
increase in premium service rates implemented during the fourth quarter of 1994 
and approximately $59,000 related to a system acquired in March 1994. As of 
June 30, 1995, the Partnership had approximately 135,250 homes subscribing to 
cable service and 51,703 premium service units.
        
        Service costs increased from $3.8 million to $4.1 million, or by 10.1%,
and from $7.7 million to $8.2 million, or by 6.1%, during the three and six
months ended June 30, 1995 compared to the corresponding periods for 1994.
Service costs represent costs directly attributable to providing cable services
to customer. Of the $378,000 increase in service costs for the three months
ended June 30, 1995 as compared to 1994, $245,000 related to increases in
programming fees (including primary satellite fees), $194,000 related to
personnel costs, and $100,000 related to other service costs. The increase in
programming fees was due to a combination of higher rates charged by program
suppliers and expanded programming usage relating to channel line-up
restructurings and retransmission consent arrangements implemented to comply
with the 1992 Cable Act. These increases were partially offset by decreases of
$61,000 in property taxes and $100,000 in franchise and copyright fees. Of the
$469,000 increase in service costs for the six months ended June 30, 1995 as
compared to 1994, $346,000 related to increases in programming fees (including
primary satellite fees), $185,000 related to personnel costs, and $203,000
related to other service costs. Personnel costs increased primarily due to cost
of living increases and to lower capitalized labor due to a decrease in
construction activity in 1995. These increases were partially offset by
decreases of $92,000 in property taxes and $173,000 in franchise and copyright
fees. 

                                      -8-
   9
                     FALCON CABLE SYSTEMS COMPANY


RESULTS OF OPERATIONS (cont.)

        General and administrative expenses decreased from $2.1 million to $1.9 
million, or by 7.7%, and $4.1 million to $3.7 million, or by 9.9%, during the 
three and six months ended June 30, 1995 compared to the corresponding periods
in 1994. Of the $161,000 decrease for the three months ended June 30, 1995 as
compared to 1994, $137,000 related to refunds and reductions of insurance costs
primarily due to adjustments to workers compensation premiums, $39,000 related
to reductions in bad debt expense, $87,000 related to decreased marketing costs
and $23,000 related to decreases in other general and administrative expenses. 
These decreases were partially offset by an increase of approximately $125,000
in personnel costs as described above. Of the $407,000 decrease for the six
months ended June 30, 1995 as compared to 1994, $255,000 related to refunds and
reductions of insurance costs primarily due to adjustments to workers 
compensation premiums, $116,000 related to reductions in bad debt expense,
$145,000 related to decreased marketing costs and $57,000 related to decreases
in other general and administrative expenses. These decreases were partially
offset by an increase of approximately $166,000 in personnel costs.

        General partner management fees and reimbursed expenses were 
approximately $1.2 million during both the 1994 and the 1995 three month 
periods ended June 30. General partner management fees and reimbursed expenses
decreased from $2.4 million to $2.3 million, or by 3.7%, during the six months
ended June 30, 1995 compared to the corresponding period for 1994. Of the 
$112,000 decrease, $81,000 related to decreases in reimbursable operating 
expenses of the general partner and $31,000 related to decreases in management 
fees based on the Partnership's revenue. See "Liquidity and Capital Resources."

        Depreciation and amortization expense increased from $4.3 million to 
$4.7 million, or by 11.0%, and from $8.8 million to $9.3 million, or by 4.9%, 
for the three and six months ended June 30, 1995 compared to the corresponding 
period for 1994. The $468,000 and $433,000 increases related primarily to a 
reduction of the estimated useful life of existing plant being replaced and to
depreciation associated with the assets purchased to replace them.

        Operating income decreased from $2.1 million to $1.2 million, or by 
42.6, and from $3.8 million to $2.8 million, or by 26.8%, during the three and 
six months ended June 30, 1995 compared to the corresponding period in 1994. Of 
the $896,000 decrease for the three months ended June 30, 1995 as compared to 
1994, approximately $256,000 was due to decreased revenues, $378,000 was due to 
increases in service related costs, principally programming fees, and $468,000 
related to increased depreciation and amortization. These decreases in 
operating income were partially offset by decreases of $161,000 in general and 
administrative costs and $45,000 in general partner management fees and 
reimbursed expenses. Of the $1.0 million decrease for the six months ended June 
30, 1995 as compared to 1994, approximately $626,000 was due to decreased 
revenues, $469,000 was due to increases in service related costs, principally 
programming fees, and $433,000 was due to increases in depreciation and 
amortization. These decreases in operating income were partially offset by 
decreases of $407,000 in general and administrative costs and $112,000 in 
general partner management fees and reimbursed expenses.


                                     -9- 

   10
                          FALCON CABLE SYSTEMS COMPANY

RESULTS OF OPERATIONS (CONT.)

     Interest expense net, including the effects of interest rate hedging 
agreements, increased from $6.8 million to $8.2 million, or by 19.7%, during 
the six months ended June 30, 1995 compared to the corresponding period for 
1994. Higher average interest rates (9.6% during the six months ended June 30, 
1995 compared to 7.9% during the six months ended June 30, 1994) resulted in 
higher interest expense of approximately $1.2 million. Lower average borrowings 
during 1995 compared to 1994 resulted in a decrease of approximately 
$124,000. An increase of approximately $268,000 primarily relates to 
amortization of deferred loan costs and fees paid for interest rate hedging 
agreements. The hedging agreements resulted in additional interest expense of 
approximately $316,000 during the six months ended June 30, 1995 compared to 
additional interest expense of $1.8 million during the six months ended June 
30, 1994.

     Other income increased approximately $7.6 million during the six months 
ended June 30, 1995 compared to the corresponding period for 1994 due to a 
non-recurring gain from the sale of marketable securities as discussed in Note 
2 to Condensed Financial Statements. Other expense decreased from approximately 
$53,000 to $44,000, or by 17%, and from $142,000 to $104,000, or by 26.8%, 
during the three and six months ended June 30, 1995 compared to the 
corresponding period for 1994 primarily due to reductions in the cost of 
generating tax basis accounting information for the Unitholders.

     Due to the factors described above, the Partnership's net loss increased 
from $1.6 million to $2.9 million, or by 85.7%, for the three months ended June 
30, 1995 compared to the corresponding period for 1994. The Partnership's net 
income increased from a $3.2 million loss for the six months ended June 30, 
1994 to $2.0 million of income, or by 163.7%, for the six months ended June 30,
1995.


LIQUIDITY AND CAPITAL RESOURCES

     As previously stated, the FCC's amended rate regulation rules were 
implemented during the quarter ended September 30, 1994. Compliance with these 
rules has had, and most likely will continue to have, a significant negative 
impact on the Partnership's revenues and cash flow.

     The Partnership's primary need for capital has been to finance plant 
extensions, rebuilds and upgrades and to add addressable converters to certain 
cable systems. The Partnership spent $8.3 million during 1994 and $6.7 million 
during 1995 on non-acquisition capital expenditures, and also spent 
approximately $1.7 million to acquire a cable system in Oregon in March 1994. 
The Partnership had planned to spend approximately $19 million during 1994 for 
upgrades of certain of its regions, line extensions and new equipment. As 
previously discussed, the Partnership postponed a number of rebuild and upgrade 
projects that were planned for 1993 and 1994 because of the 
uncertainty related to 

                               -10-

   11
                          FALCON CABLE SYSTEMS COMPANY


LIQUIDITY AND CAPITAL RESOURCES (cont.)

implementation of the 1992 Cable Act and the impact thereof on the 
Partnership's business and access to capital. The Partnership's access to 
capital remains severely restrained due not only to the adverse effect of 
re-regulation but also because of the limited remaining life of the 
Partnership. As a result, even after giving effect to certain upgrades and 
rebuilds expected to be completed in 1995, the Partnership's systems will be 
significantly less technically advanced than had been expected prior to the 
implementation of re-regulation. The Partnership believes that the delays in 
upgrading many of its systems will, under present market conditions, most 
likely have an adverse effect on the value of those systems compared to systems 
that have been rebuilt to a higher technical standard.

     The Partnership's management currently intends to spend approximately 
$18.4 million in 1995 and $7.5 million in 1996 for capital expenditures, 
including amounts required to comply with FCC technical standards. However, the 
Partnership's ability to fund these capital expenditures will continue to be 
dependent on its ability to remain in compliance with the financial covenants 
contained in the amended Bank Credit Agreement, of which there can be no
assurance.

     At June 30, 1995, the amount outstanding under the Bank Credit Agreement 
was $160.2 million and the Partnership had available to it additional 
borrowings thereunder of $6.8 million. The maturity date of the Bank Credit 
Agreement is December 31, 1996 to coincide with the presently scheduled 
termination of the Partnership. As of June 30, 1995, borrowings under the Bank 
Credit Agreement bore interest at an average rate of 9.5% (including the effect 
of interest rate hedging transactions). As amended, borrowings under the Bank 
Credit Agreement bear interest at 1.375% over prime, 2.375% over LIBOR, or 2.5% 
over the CD rate. The Partnership has entered into interest rate hedging 
agreements aggregating a net notional amount at June 30, 1995 of $135 million. 
The agreements serve as a hedge against interest rate fluctuations associated 
with the Partnership's variable rate debt. These agreements expire through 
February 3, 1997.

     The Bank Credit Agreement also places certain restrictions on the annual 
amount of management fees and reimbursed partnership expenses that the 
Partnership may pay in cash, with any excess deferred. During the six months 
ended June 30, 1995, the Partnership deferred additional payments of 
approximately $444,000 of fees and reimbursed expenses charged by its General 
Partner in order to maintain compliance with certain cash flow covenants. Total 
management fees and reimbursed expenses deferred as of June 30, 1995 amounted 
to approximately $3.4 million. The Partnership will continue to defer a portion 
of such fees and expenses during 1995 and 1996. The Partnership will be 
obligated to pay these deferred management fees and reimbursed expenses as soon 
as the restrictions imposed by the Bank Credit Agreement are removed.

                                      -11-

   12
                        FALCON CABLE SYSTEMS COMPANY


LIQUIDITY AND CAPITAL RESOURCES (cont.)

        The Bank Credit Agreement also contains various restrictions relating 
to, among other things, mergers and acquisitions, investments, capital 
expenditures, a change in control and the incurrence of additional 
indebtedness, and also requires compliance with certain financial covenants. 
The Partnership believes that it was in compliance with all such requirements 
as of June 30, 1995.

        On February 10, 1995, the Partnership received net proceeds of 
approximately $7.8 million in connection with the closing of the tender offer 
to acquire QVC by Liberty Media Corporation and Comcast Corporation for $46.00 
per share. The net proceeds of approximately $5.3 million (after a $2.5 million 
special distribution paid to Unitholders in March 1995) were used to 
temporarily pay down bank debt.

        The Partnership Agreement, as amended on January 23, 1990, provides 
that without the approval of a majority of interests of limited partners, the 
Partnership may not incur any borrowings unless the amount of such borrowings 
together with all outstanding borrowings (less cash and cash equivalents) does 
not exceed 65% of the greater of the aggregate cost or current fair market 
value of the Partnership's assets as determined by the General Partner. The 
Partnership may encounter difficulty complying with this provision depending 
upon the ultimate impact of the 1992 Cable Act on the fair market value of 
cable properties.

        The Partnership Agreement provides that the General Partner shall use
its best efforts to cause the Partnership to sell all of the Partnership's cable
systems between December 31, 1991 and December 31, 1996, the "termination date"
of the Partnership. The Partnership has initiated preliminary discussions with
its financial advisors to identify appropriate methods for the sale of its
systems or other restructuring of the Partnership. For additional information on
the terms of the Partnership Agreement including certain purchase rights of the
General Partner, see "Item 1 - Business - Introduction" and "Item 13 - Certain
Relationships and Related Transactions - Conflicts of Interest" in the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1994.

        SIX MONTHS ENDED JUNE 30, 1995 AND 1994

        Cash provided by operating activities decreased from $5.9 million to 
$4.5 million for the six months ended June 30, 1995 compared to the 
corresponding period of 1994. Of the $1.4 million decrease, approximately 
$885,000 related primarily to fees paid in connection with an amendment to the 
Bank Credit Agreement, and $630,000 primarily related to a decrease in accounts 
payable. These decreases were partially offset by $502,000 related to proceeds 
from an incentive fee received from the Home Shopping Network ("HSN"). Although 
advance payment was received during the quarter ended March 31, 1995, 
recognition of the revenue is being deferred over ten years in accordance with 
the HSN contract.
 


                                      -12-

   13
                        FALCON CABLE SYSTEMS COMPANY

LIQUIDITY AND CAPITAL RESOURCES (CONCLUDED)

        Cash from investing activities increased from a use of cash of $5.1 
million for the six months ended June 30, 1994 to cash provided of $762,000 for 
the six months ended June 30, 1995, or a change of $5.9 million. The increase 
was due primarily to approximately $7.8 million of net proceeds received by the 
Partnership from the tender offer to acquire QVC by Liberty Media 
Corporation and Comcast Corporation described above. This was partially offset 
by an increase of approximately $3.3 million in capital expenditures and other 
intangibles primarily related to system rebuilds. In addition, the 1994 period 
included $1.5 million to acquire a cable system. There were no acquisitions in
1995.

        Cash used by financing activities increased by approximately $5.8 
million during the six months ended June 30, 1995 compared to the corresponding 
period for 1994 and was due to the net increase in repayments of debt of 
approximately $3.3 million and to $2.5 million in distributions to Partners as 
mentioned above.

        Operating income before depreciation and amortization (EBITDA) as a 
percentage of revenues decreased from 47.4% to 45% and from 47% to 45.9% during 
the three and six months ended June 30, 1995 compared to the corresponding 
period for 1994. The decrease was primarily caused by a decrease in revenue. 
EBITDA decreased from $6.4 million to $5.9 million, or by 6.7%, and from $12.6 
million to $12 million, or by 4.6% for the three and six months ended June 30, 
1995 compared to the corresponding period for 1994.

INFLATION

        Certain of the Partnership's expenses, such as those for wages and 
benefits, equipment repair and replacement and billing and marketing generally 
increase with inflation. The Partnership does not believe that its financial 
results have been, or will be, adversely affected by inflation, provided that 
it is able to increase its service rates periodically, of which there can be no 
assurance due to the re-regulation of rates charged for certain cable services.


                                      -13-

   14
                          FALCON CABLE SYSTEMS COMPANY

PART II.                       OTHER INFORMATION

ITEMS 1-5.      NOT APPLICABLE

ITEM 6.         Exhibits and Reports on Form 8-K

                (a)   None

                (b)   No reports on Form 8-K were filed during the
                      quarter for which this report is filed.


                                      -14-

   15


                                   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.


                                     FALCON CABLE SYSTEMS COMPANY

                                   a CALIFORNIA LIMITED PARTNERSHIP
                                   --------------------------------
                                            (Registrant)

                                                
                                            By: Falcon Cable Investors Group
                                                Managing General Partner

                                            By: Falcon Holding Group, L.P.
                                                General Partner

                                            By: Falcon Holding Group, Inc.
                                                General Partner


Date: August 9, 1995                       By: /s/ Michael K. Menerey
                                               -------------------------------
                                               Michael K. Menerey, Secretary
                                               and Chief Financial Officer