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) September 14, 1998

                           FALCON HOLDING GROUP, L.P.
                           FALCON FUNDING CORPORATION
         --------------------------------------------------------------
           (Exact Name of Registrants as Specified in Their Charters)


                                    DELAWARE
                                   CALIFORNIA
         --------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

         333-55755                                         95-4408577
         333-55755-01                                      95-4681480
         --------                                          ----------
   (Commission File Numbers)          (I.R.S. Employer Identification Numbers)

10900 WILSHIRE BOULEVARD -15TH FLOOR
LOS ANGELES, CALIFORNIA                                       90024
- ---------------------------------------                     ----------
(Address of Principal Executive Offices)                    (Zip Code)



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


                                 Not Applicable
         --------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)











Item 5.  Other Events.

         In a press release dated September 14, 1998, Falcon Holding Group, L.P.
("FHGLP") and Falcon Funding  Corporation  ("FFC",  and together with FHGLP, the
"Issuers") announced consummation of their registered offer to exchange Series B
8.375%  Senior  Debentures  due 2010 of the Issuers  and Series B 9.285%  Senior
Discount  Debentures due 2010 of the Issuers for all outstanding Series A 8.375%
Senior  Debentures due 2010 of the Issuers and all  outstanding  Series A 9.285%
Senior Discount Debentures due 2010 of the Issuers,  respectively. A copy of the
September 14 press release is being filed as exhibit 99.1 to this report.

         In a press release dated  September 15, 1998,  FHGLP  announced that is
was redeeming all remaining  outstanding 11% Senior  Subordinated Notes due 2003
(the "Notes") of FHGLP in accordance  with the indenture  governing the Notes. A
copy of the  September  15 press  release is being filed as exhibit 99.2 to this
report.

Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits.

         (a)      Financial Statements of Business Acquired.

                  Not  applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits.

                  99.1 Press Release dated September 14, 1998
                  99.2 Press Release dated September 15, 1998
















                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrants  have 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:  September 15, 1998                   By: /s/ MICHAEL K. MENEREY
                                             -------------------------------
                                             Name:  Michael K. Menerey
                                             Title: Secretary and Chief
                                                    Financial Officer


                                          FALCON FUNDING CORPORATION

Dated:  September 15, 1998                   By: /s/ MICHAEL K. MENEREY
                                             -------------------------------
                                             Name:  Michael K. Menerey
                                             Title: Secretary and Chief
                                                    Financial Officer








                                  EXHIBIT INDEX


99.1     Press Release dated September 14, 1998.

99.2     Press Release dated September 15, 1998.