SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) December 30, 1997

                           FALCON HOLDING GROUP, L.P.
         --------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                    DELAWARE
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         (State or other jurisdiction of incorporation or organization)

                   33-60776                     95-4408577
                   --------                     ----------
          (Commission File Number)           (I.R.S. Employer
                                           Identification Number)

         10900 WILSHIRE BOULEVARD -15TH FLOOR
          LOS ANGELES, CALIFORNIA                               90024
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         (Address of principal                                (Zip Code)
          executive offices)


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


                                 Not Applicable
         --------------------------------------------------------------
          (Former name or former address, if changed since last report)





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Item 5.  Other Events

         On December 30, 1997,  Falcon Holding Group,  L.P., a Delaware  limited
partnership  (the  "Partnership"),  entered  into a  Contribution  and  Purchase
Agreement  (the  "Agreement")  with Falcon  Communications,  L.P.,  a California
limited partnership ("NewFalcon"),  TCI Falcon Holdings, LLC, a Delaware limited
liability  company  ("TCI"),  and certain other  persons.  The  Partnership is a
general partner and limited partner of NewFalcon and TCI is a general partner of
NewFalcon. Reference is made to the copy of the Agreement filed as an exhibit to
this  report.  The  following  disclosure  is  qualified in its entirety by such
reference.

         The Agreement  contemplates  (i) the  contribution  to NewFalcon by the
Partnership of substantially  all of the assets of its cable television  systems
serving   approximately   680,000   basic   subscribers,   subject   to  certain
indebtedness,  (ii) and the  contribution  to  NewFalcon by TCI of the assets of
certain  cable   television   systems   serving   approximately   293,000  basic
subscribers, subject to certain indebtedness. The cable television systems owned
by  TCI  that  are  to be  contributed  to  NewFalcon  are  located  in  Oregon,
Washington, California, Missouri and Alabama.

         Immediately  after the  Partnership's  contribution  to  NewFalcon  and
pursuant to the Agreement,  the holders of substantially  all of the partnership
interests of Falcon Video  Communications  Investors,  L.P. ("FVCI") (other than
the Partnership) and of Falcon Video Communications,  L.P. ("Video") (other than
FVCI) will  contribute  their  interests in FVCI and Video to the Partnership in
exchange  for  limited  partnership  interests  in the  Partnership.  FVCI  owns
partnership  interests in Video, and Video owns cable  television  systems which
serve approximately  70,000 homes subscribing to cable service.  The Partnership
will, in turn, contribute the interests in FVCI and Video to NewFalcon.

         Pursuant to the Agreement, the Partnership will redeem a portion of the
limited partnership  interests in the Partnership held by certain of its limited
partners  (the  "Redeemed  Partners") in exchange for  partnership  interests in
NewFalcon,  and TCI will purchase those partnership  interests in NewFalcon from
the  Redeemed  Partners  for cash.  After  giving  effect  to the  contributions
provided in the Agreement and such redemption and purchase, the Partnership will
own  approximately 53% of the equity in NewFalcon and TCI will own approximately
47% of the equity in NewFalcon.

         In connection with the  contributions  by the Partnership to NewFalcon,
NewFalcon will assume the rights and  obligations of the  Partnership  under the
Indenture for the outstanding 11% Senior Subordinated Notes.







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         The  consummation  of the  transactions  described  above is subject to
customary closing conditions, including, without limitation, the Partnership and
TCI obtaining  required  regulatory and other related  consents and to obtaining
satisfactory financing arrangements on acceptable terms. Accordingly,  there can
be no  assurance  that the  transactions  described  above will be  successfully
consummated or, if successfully completed, when they might be completed.

         FORWARD-LOOKING STATEMENTS IN THIS REPORT ARE MADE PURSUANT TO THE SAFE
HARBOR  PROVISIONS  OF SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.  INVESTORS ARE CAUTIONED THAT SUCH  FORWARD-LOOKING  STATEMENTS INVOLVE
RISKS  AND  UNCERTAINTIES   INCLUDING,   WITHOUT  LIMITATION,   THE  EFFECTS  OF
LEGISLATIVE  AND  REGULATORY  CHANGES;  THE NEED FOR REGULATORY  APPROVALS;  THE
POTENTIAL OF INCREASED LEVELS OF COMPETITION FOR THE PARTNERSHIP;  TECHNOLOGICAL
CHANGES; THE NEED TO ARRANGE ADEQUATE FINANCING; POTENTIAL CONFLICTS OF INTEREST
INVOLVING THE GENERAL PARTNER OF THE  PARTNERSHIP AND ITS AFFILIATES;  AND OTHER
RISKS DETAILED FROM TIME TO TIME IN THE PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K
AND PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.




Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

                 (a)      Financial Statements of Business Acquired

                                 Not applicable.

                 (b)      Pro Forma Financial Information

                                 Not applicable.

                 (c)      Exhibits

            Exhibit Number              Description
            --------------              -----------
                 2.1                    Contribution and Purchase Agreement, 
                                        dated as of December 30, 1997







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                                   SIGNATURES


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


                                         FALCON HOLDING GROUP, L.P.
                                         By:  Falcon Holding Group, Inc.,
                                              General Partner


Dated:  January 16, 1998                    By: /s/ MICHAEL K. MENEREY
                                             -------------------------------
                                              Name:  Michael K. Menerey
                                              Title: Secretary and Chief
                                                     Financial Officer