SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                          __________________________________

                                      FORM 10-Q/A

(MARK ONE)

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

For the quarterly period ended     March 31, 1998 
                               ________________________

                                          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   33-60776
                                        --------


                          Falcon Holding Group, L.P.
- -------------------------------------------------------------------------------
                    (Exact name of Registrant as specified in its charter)

          Delaware                                     95-4408577
- ---------------------------------       ---------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)

10900 Wilshire Boulevard - 15th Floor
Los Angeles, California                                  90024
- ---------------------------------------               ----------
(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 mark 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
                                                    ---      ----

               The Exhibit Index is located at Page E-1.




                                     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 HOLDING GROUP, L.P.

                           a Delaware limited partnership
                           ------------------------------
                                    (Registrant)



                                   By:  Falcon Holding Group
                                        General Partner






Date: August 7, 1998             By:  /s/ Michael K. Menerey
                                        -----------------------------
                                        Michael K. Menerey, Executive
                                        Vice President, Secretary and
                                        Chief Financial Officer