SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FALCON CABLE SYSTEMS COMPANY
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
305902108
(CUSIP Number)
Arrow Holdings, LLC
c/o Robert M. Wagman
1880 Century Park East
16th Floor
Los Angeles, California 90067
(310) 553-6617
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 9, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement /X/. (A fee is not required only if the report-
ing person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)<PAGE>
CUSIP No. 305902108
(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Arrow Holdings, LLC
(2) Check the Appropriate Row if a Member of a Group
(a)
(b) X
(3) SEC Use Only
(4) Sources of Funds
PF
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
(6) Citizenship or Place of Organization
California
(7) Sole Voting Power
322,400 Units
Number of
Units
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power
Reporting 322,400 Units
Person With
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 322,400 Units
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
Approximately 5.04%
(14) Type of Reporting Person
CO
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Item 1. Security and Issuer.
This statement relates to Units of Limited Partner-
ship Interest (the "Units"), of Falcon Cable Systems Company,
a California limited partnership (the "Company"). The Com-
pany's principal executive offices are located at 10900
Wilshire Boulevard, 15th Floor, Los Angeles, CA 90024.
Item 2. Identity and Background.
This statement is filed on behalf of Arrow Hold-
ings, LLC, a California limited liability company ("Arrow").
The members and controlling persons of Arrow (collectively,
the "Control Persons") are Mr. Barry Diller and entities con-
trolled by Mr. Diller.
The address of the principal offices and principal
business of Arrow and each Control Person is 1940 Coldwater
Canyon, Beverly Hills, California 90210. Barry Diller,
President and sole Manager of Arrow, is a United States citi-
zen.
Arrow's principal business is investment activi-
ties. Mr. Diller's present principal occupation is Chairman
of the Board and Chief Executive Officer of Silver King Com-
munications, Inc., a Delaware corporation ("Silver King"),
with its principal executive offices at 12425 28th Street
North, St. Petersburg, Florida 33716. The business of Silver
-3-<PAGE>
King is the ownership and operation of television broadcast
stations.
Neither Arrow nor, to its best knowledge, any of
the Control Persons has during the last five years: (i) been
convicted in a criminal proceeding (excluding traffic viola-
tions or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of com-
petent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining fu-
ture violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The approximately $2.9 million used by the Control
Persons to purchase the Units came from Mr. Diller's personal
funds.
Item 4. Purpose of Transaction.
Arrow acquired the Units for investment purposes.
In the ordinary course of business, Arrow from time
to time evaluates its holdings of securities, and based on
such evaluation, may determine to acquire or dispose of secu-
rities of specific issuers.
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Neither Arrow nor, to its knowledge, any Control
Person has any present plans or intentions which would result
in or relate to any of the transactions described in subpara-
graphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Arrow beneficially owns an aggregate of
322,400 Units. The Units beneficially owned by Arrow repre-
sent approximately 5.04% of the Units outstanding on June 30,
1995, including for purposes of this calculation 6,398,913
Units outstanding as reported in the Company's Quarterly Re-
port on Form 10-Q for the quarter ended June 30, 1995 filed
with the Securities and Exchange Commission.
Except as set forth herein, neither Arrow nor, to
its best knowledge, any Control Person beneficially owns any
Units.
(b) Arrow (through the Control Persons) has the
sole power to vote, and dispose of, all the Units benefi-
cially owned by Arrow as set forth in Item 5(a) above.
(c) During the past sixty days, Mr. Diller pur-
chased Units on the American Stock Exchange in brokerage
transactions as follows:
-5-<PAGE>
<TABLE>
<CAPTION>
Number Price
Date of Units per Unit
<S> <C> <C>
August 14, 1995 10,000 $9.1199
August 16, 1995 4,100 9.222
September 15, 1995 3,200 9.19
October 9, 1995 10,800 9.00
October 9, 1995 9,200 9.125
</TABLE>
Except as set forth above, no transactions in the Units have
been effected during the past sixty days by Arrow or, to its
best knowledge, any Control Person.
(d) Neither Arrow nor, to its best knowledge, any
Control Person has or knows any other person who has the
right to receive or the power to direct the receipt of divi-
dends from, or the proceeds from the sale of, any Units ben-
eficially owned by Arrow.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
Other than as set forth above, there are no con-
tracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 or between
any of such persons and any other person with respect to any
securities of the Company except as referred to or described
herein.
-6-<PAGE>
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: October 12, 1995
ARROW HOLDINGS, LLC
By: /s/ Barry Diller
Barry Diller
Authorized Signature
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