Exhibit 99.3

          FALCON HOLDING GROUP, L.P. ANNOUNCES CLOSING OF ITS OFFER TO
               PURCHASE ITS 11% SENIOR SUBORDINATED NOTES DUE 2003

     Los Angeles, CA -- (BUSINESS WIRE) -- May 19,  1998--Falcon  Holding Group,
L.P.  ("FHGLP") Tuesday announced that it had repurchased  approximately  $247.8
million aggregate principal amount of its 11% Senior Subordinated Notes due 2003
(the "Notes") for an aggregate  purchase price of $270.3  million  pursuant to a
fixed spread tender offer for all outstanding Notes.

     The  Notes  tendered  represent  approximately  88  percent  of  the  Notes
outstanding.  The tender offer  commenced on April 20, 1998 and expired at noon,
New York City time, on May 18, 1998.

     In conjunction  with the tender offer,  FHGLP also solicited  consents from
the holders of the Notes to effect certain amendments to the indenture governing
the Notes.  Holders who  tendered  Notes in the tender  offer were  obligated to
consent to the proposed  amendments,  and FHGLP had received sufficient consents
to approve the amendments to the indenture as of May 4, 1998.

     The  amendments  were  effectuated  by  a  supplemental  indenture  to  the
indenture governing the Notes, which also became effective on May 18, 1998.

     All Notes not validly  tendered and repurchased in the tender offer will be
redeemed by FHGLP prior to October 15,  1998 in  accordance  with the  indenture
governing  the Notes.  Under the indenture  governing  the Notes,  FHGLP has the
right to redeem all or a portion of the Notes on or after  September 15, 1998 at
105.5%  of the  outstanding  principal  amount,  plus  accrued  interest  to the
redemption date.

     This announcement is not a notice of redemption,  an offer to purchase or a
solicitation of an offer to purchase the Notes.  The redemption of the remaining
outstanding Notes will be made by a separate  communication prior to October 15,
1998.

     FHGLP owns or manages  cable  television  systems in 26 states.  FHGLP owns
cable  television  systems (the "Owned  Systems") in 23 states,  principally  in
California,  Oregon, Missouri, Georgia, Texas, North Carolina and Alabama. As of
March 31, 1998,  the Owned  Systems  passed  approximately  1,008,000  homes and
served approximately 607,000 basic subscribers.

     FHGLP also holds  varying  equity  interests in and manages  certain  other
cable  television  systems (the  "Affiliated  Systems") in 14 states,  including
Sorth Carolina,  Kentucky,  Illinois,  Washington and Tennessee. As of March 31,
1998,  the  Affiliated  Systems  passed  approximately  262,000 homes and served
approximately 170,000 basic subscribers.

CONTACT:          Falcon Holding Group L.P., Los Angeles
                  Dan T. Do, (626) 844-1700