EXHIBIT 4.1

                             SUPPLEMENTAL INDENTURE

     FIRST SUPPLEMENTAL INDENTURE (this "Supplemental  Indenture"),  dated as of
September 30, 1998, by and among Falcon Holding Group,  L.P., a Delaware limited
partnership  ("FHGLP"),  Falcon Funding  Corporation,  a California  corporation
("FFC"),  Falcon  Communications,  L.P. , a California limited partnership ("New
Falcon")  and  United  States  Trust  Company  of  New  York,  as  Trustee  (the
"Trustee").

                              W I T N E S S E T H :

     WHEREAS,  as of the date hereof,  pursuant to a  Contribution  and Purchase
Agreement,  dated  as of  December  30,  1997,  as  amended,  FHGLP  contributed
substantially  all of the  existing  cable  operations  owned by  FHGLP  and its
subsidiaries  to New Falcon and TCI Falcon  Holdings,  LLC  ("TCI")  contributed
certain cable television  systems owned and operated by affiliates of TCI to New
Falcon, in each case in exchange for limited partnership interests of New Falcon
(the "TCI Transaction");

     WHEREAS, pursuant to Section 5.01 of the Indenture,  relating to the 8.375%
Senior  Debentures  due 2010 (the  "Senior  Debentures")  and the 9.285%  Senior
Discount Debentures due 2010 (the "Senior Discount  Debenture," and collectively
with the Senior Debentures,  the  "Debentures"),  dated as of April 3, 1998 (the
"Indenture"), in connection with consummation of the TCI Transaction, New Falcon
is to be  substituted  for  FHGLP as an  obligor  under the  Debentures  and the
Indenture and thereupon  FHGLP is to be released and discharged from any further
obligation or liability with respect to the Debentures and the Indenture;

     WHEREAS,  the final  offering  memorandum for the  Debentures,  dated as of
March 31,  1998 (the  "Offering  Memorandum"),  and the  outstanding  Debentures
provide  that,  upon a  Change  of  Control,  an offer to  purchase  the  Senior
Debentures and the Senior  Discount  Debentures must be commenced at 101% of the
principal amount thereof and the Accreted Value thereof,  respectively,  in each
case plus accrued and unpaid interest;

     WHEREAS,  Section 4.18 of the  Indenture  provides  that,  upon a Change of
Control,  an offer to purchase  the Senior  Debentures  and the Senior  Discount
Debentures  must be commenced at 100% of the  principal  amount  thereof and the
Accreted  Value  thereof,  respectively,  in each case plus  accrued  and unpaid
interest

     WHEREAS,  pursuant to Section 9.01(a) of the Indenture, the parties to this
Supplemental  Indenture  desire to amend  Section  4.18 of the  Indenture  to be
consistent  with the disclosure in the Offering  Memorandum and the terms of the
outstanding Debentures;

     WHEREAS,  all things necessary to make this Supplemental  Indenture a valid
supplement  to the  Indenture  according  to its  terms  and  the  terms  of the
Indenture have been done; and

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. Certain Terms Defined in the Indenture.  All  capitalized  terms
used herein without  definition  herein shall have the meanings ascribed thereto
in the Indenture.

     SECTION 2.  Amendments to the Indenture.  Subject to Section 3 hereof,  the
Indenture is hereby amended as follows:

         (a)      New Falcon shall be hereby substituted as an obligor under the
                  Debentures and the Indenture;

         (b)      FHGLP shall be hereby released and discharged from any further
                  obligation or liability with respect to the Debentures and the
                  Indenture; and

         (c)      The references to 100% in Section 4.18(a) of the Indenture 
                  shall be amended to read 101%.








     SECTION 3.  Governing  Law.  The laws of the State of New York shall govern
this  Supplemental  Indenture,  without  regard to the choice of law  provisions
thereof.

     SECTION 4. Counterparts.  This Supplemental  Indenture may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.

     SECTION 5. Ratification. Except as expressly amended hereby, each provision
of the Indenture  shall remain in full force and effect and, as amended  hereby,
the  Indenture is in all respects  agreed to,  ratified and confirmed by each of
the Issuers and the Trustee.









     IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Supplemental
Indenture to be duly executed as of the date first above written.

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


                                   By:  /s/Stanley S. Itskowitch
                                        --------------------------
                                        Stanley S. Itskowitch
                                        Executive Vice President and 
                                        General Counsel


                                   FALCON FUNDING CORPORATION


                                   By:  /s/Stanley S. Itskowitch
                                        --------------------------
                                        Stanley S. Itskowitch
                                        Executive Vice President and 
                                        General Counsel

                                   FALCON COMMUNICATIONS, L.P.
     
                                   By: Falcon Holding Group, L.P., 
                                        its general partner
                                       By: Falcon Holding Group, Inc., 
                                             its general partner

                                   By:  /s/Stanley S. Itskowitch
                                        --------------------------
                                        Stanley S. Itskowitch
                                        Executive Vice President and 
                                        General Counsel

                                   UNITED STATES TRUST COMPANY OF NEW YORK, as
                                     Trustee


                                   By:  /s/Margaret M. Ciesmelewski
                                        ---------------------------     
                                        Margaret M. Ciesmelewski
                                        Assistant Vice President