GALAXY CABLEVISION L P
10-Q, 1995-05-15
CABLE & OTHER PAY TELEVISION SERVICES
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549   

                                      FORM 10-Q


          (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, 1995

                                          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 1-9423


                                GALAXY CABLEVISION, L.P.
                (Exact name of Registrant as specified in its charter)


                   Delaware                          43-1429049            
            (state of incorporation)   (IRS Employer Identification Number)


           c/o Galaxy Cablevision Management, Inc.
           1220 North Main, Sikeston, Missouri                     63801  
           (address of principle executive offices)             (zip code)

          Registrant's telephone number, including area code (314) 471-3080

          Indicate by check mark whether the Registrant (1) has filed all
          reports required by Section 13 or 15(d) of the Securities
          Exchange Act of 1934 during the previous 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 ______           

          Number of Limited Partnership Units outstanding as of May 1, 1995
          - 2,142,000<PAGE>





                               GALAXY CABLEVISION, L.P.

                                      FORM 10-Q

                      FOR THE THREE MONTHS ENDED MARCH 31, 1995

                                        INDEX


                                                                     PAGE 
          PART I.    Financial Information

                Item 1.   Financial Statements  . . . . . . . . . . .  3
                          Notes to Financial Statements . . . . . . .  7

                Item 2.   Management's Discussion and Analysis
                          of Financial Condition and Results of
                          Operations  . . . . . . . . . . . . . . .   11

          PART II.   Other Information  . . . . . . . . . . . . . .   15




                            PART I.  FINANCIAL INFORMATION

                           ITEM 1. -- FINANCIAL STATEMENTS

                               GALAXY CABLEVISION, L.P.
                       (IN PROCESS OF LIQUIDATION-NOTES 1 & 2)
                  STATEMENTS OF NET ASSETS IN PROCESS OF LIQUIDATION


                                         March 31, 1995   December 31, 1994
                                           (unaudited) 
        
        CASH AND CASH EQUIVALENTS           $4,647,406         $14,571,652 
         
        OTHER CURRENT ASSETS                   578,855             767,002 

        ESCROW DEPOSITS                        100,000             100,000 

        DUE FROM AFFILIATES-NET                215,895             327,071 

        INVESTMENT IN AFFILIATE (Note 6)     2,500,000           2,500,000 

        CABLE TELEVISION SYSTEMS                     0           3,550,000 

        NOTES RECEIVABLE                     1,761,256           1,561,256 
                                          -------------        ------------
        TOTAL ASSETS                         9,803,412          23,376,981 
                                          -------------        ------------


        NOTES PAYABLE                                0           1,281,816 <PAGE>





        ACCOUNTS PAYABLE                       155,922             602,448 

        ACCRUED EXPENSES AND OTHER 
          LIABILITIES                          162,482             703,383 

        ACCRUED DISTRIBUTIONS TO PARTNERS            0          11,250,909 

        RESERVE FOR ESTIMATED COSTS 
            DURING PERIOD OF LIQUIDATION      1,146,583          1,200,000 
                                          -------------        ------------
        TOTAL LIABILITIES                    1,464,987          15,038,556 
                                          -------------        ------------
        NET ASSETS IN PROCESS
            OF LIQUIDATION                 $ 8,338,425          $8,338,425 
                                          =============        ============
        See notes to financial statements.


                               GALAXY CABLEVISION, L.P.
                       (IN PROCESS OF LIQUIDATION-NOTES 1 & 2)
             STATEMENT OF CHANGES IN NET ASSETS IN PROCESS OF LIQUIDATION
                                     (unaudited)


                                                           For the    
                                                    Three Months Ended
                                                       March 31, 1995 

        Net Assets in Process of Liquidation
            as of December 31, 1994                        $8,338,425 

        Expenses in Excess of Revenues from
            Operations                                        (53,417)

        Reduction in Reserve for Estimated Costs
            During Period of Liquidation                       53,417 
                                                           -----------
        Net Assets in Process of Liquidation
            as of March 31, 1995                           $8,338,425 


        See notes to financial statements.


                               GALAXY CABLEVISION, L.P.
                               STATEMENT OF OPERATIONS
                               (Historical Cost Basis)
                                     (Unaudited)
                                                                For the       
                                                          Three Months Ended  
                                                            March 31, 1994    

        SUBSCRIPTION SERVICES REVENUE                         $5,043,918 
                                                              -----------
        OPERATING EXPENSES:<PAGE>





        Systems operations (exclusive of
          depreciation and amortization
          expense shown separately below):
            Related Party                                         12,003 
            Other                                              2,007,022 
                                                              -----------
                                                               2,019,025 
        Selling, general and administrative:
            Related Party                                        422,274 
            Other                                                998,166 
                                                              -----------
                                                               1,420,440 

        Depreciation Expense                                   1,602,256 
        Amortization Expense                                     133,396 
                                                              -----------
        Total operating expenses                               5,175,117 
                                                              -----------
        OPERATING LOSS                                          (131,199)

        EQUITY IN LOSS OF INVESTEE                              (189,704)
        INTEREST INCOME                                           36,059 
        OTHER INCOME                                              34,912 
        INTEREST EXPENSE                                        (409,216)
                                                              -----------
        NET LOSS                                              $ (659,148)
                                                              ===========
        ALLOCATION OF NET LOSS
        General Partners                                      $   (6,591)
                                                              ===========
        Limited Partners                                      $ (652,557)
                                                              ===========
        NET LOSS PER LIMITED PARTNERSHIP UNIT                 $    (0.30)
                                                              ===========
        WEIGHTED AVERAGE NUMBER OF LIMITED
          PARTNERSHIP UNITS OUTSTANDING                        2,142,000 
                                                              ===========
        See notes to financial statements.


                               GALAXY CABLEVISION, L.P.
                               STATEMENT OF CASH FLOWS
                               (Historical Cost Basis)
                                     (Unaudited)

                                                                For the       
                                                          Three Months Ended  
                                                            March 31, 1994    
        CASH FLOWS FROM OPERATING ACTIVITIES:
        Net Loss                                              $ (659,148)

        Adjustments to reconcile net loss 
        to net cash flow provided by
        operating activities:
            Depreciation and amortization                      1,735,652 <PAGE>





            Gain on sale of assets                               (27,382)
            Equity in loss of investee                           189,704 

        Net changes in assets and liabilities:
            Subscriber receivables                               (81,116)
            Prepaid expenses and other assets                      2,136 
            Due to affiliate - net                              (345,582)
            Accounts payable                                     407,210 
            Accrued expenses and
              other liabilities                                  (24,517)
                                                              -----------
        Net cash provided by operating
            activities                                         1,196,957 
                                                              -----------
        CASH FLOWS FROM INVESTING ACTIVITIES:
            Proceeds from sale of assets                          27,382 
            Upgrade of cable TV systems                         (587,385)
            Purchase of vehicles and
              equipment                                         (236,291)
                                                              -----------
        Net cash used by investing
              activities                                        (796,294)
                                                              -----------
        CASH FLOWS FROM FINANCING ACTIVITIES:
            Repayments of borrowings                            (507,468)
                                                              -----------
        DECREASE IN CASH                                        (106,805)

        CASH AT BEGINNING OF THE PERIOD                          475,345 

        CASH AT END OF THE PERIOD                             $  368,540 
                                                              ===========
        SUPPLEMENTAL CASH FLOW INFORMATION
            Cash paid for interest                            $  474,522 
                                                              ===========
        See notes to financial statements.



        GALAXY CABLEVISION, L.P.
        (In Process of Liquidation - Notes 1 & 2)
        NOTES TO THE FINANCIAL STATEMENTS
          (Unaudited)                    

        1.   STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION

               The attached interim financial statements are unaudited;
               however, in the opinion of management, all adjustments
               necessary for a fair presentation of financial position and
               results of operations have been made, including those
               required for liquidation basis accounting.  The interim
               financial statements are presented in accordance with the
               rules and regulations of the Securities and Exchange
               Commission and consequently do not include all the
               disclosures required by generally accepted accounting<PAGE>





               principles.  It is suggested that the accompanying financial
               statements be read in conjunction with the Partnership's
               Annual Report on Form 10-K for the year ended December 31,
               1994.  

               On September 30, 1994, the partnership adopted the
               liquidation basis of accounting as a result of the Texas-
               Louisiana Sale (see below).  The statements of net assets in
               process of liquidation at March 31, 1995 and December 31,
               1994 and the statement of changes in net assets in process
               of liquidation for the three months ended March 31, 1995
               have been prepared on a liquidation basis.  Assets have been
               presented at estimated net realizable value and liabilities
               have been presented at estimated settlement amounts.

               The valuation of assets and liabilities necessarily requires
               many estimates and assumptions and there are uncertainties
               in carrying out the liquidation of the Partnership's 
               assets.  The actual value of liquidating distributions, if
               any, will depend on a variety of factors, including the
               actual timing of distributions to Unitholders, and the
               resolution of the Partnership's contingent liabilities and
               the costs of winding up.  The actual amounts are likely to
               differ from the amounts presented in the financial
               statements.

               The statements of operations and cash flows for the three
               months ended March 31, 1994 have been prepared using the
               historical cost (going concern) basis of accounting on which
               the Partnership had previously been reporting its financial
               condition and its results of operations.

        2.     SALE OF CABLE TELEVISION SYSTEMS

               On September 30, 1994, the partnership sold all of the
               Texas-Louisiana Systems, which consisted of 34,355 basic
               subscribers as of such date (approximately 59% of the
               Partnership's total basic subscribers), to Friendship Cable
               of Texas. Inc. (the "Texas-Louisiana Sale") for a purchase
               price of $42,625,000 (before proration of certain expenses),
               or approximately $1,241 per basic subscriber.  A portion of
               the purchase price, approximately $100,000, is currently
               being held in escrow pending the completion by the
               partnership of certain tasks related to the sale.

               The Kentucky Systems, which served 15,270 basic subscribers
               as of November 30, 1994, were sold on December 23, 1994 to
               Galaxy Telecom, L.P. (the "Kentucky Sale") for $18,437,500
               (before proration of certain expenses), or approximately
               $1,207 per basic subscriber.

               On December 7, 1994 the Austin Systems, which served 5,417
               basic subscribers as of November 30, 1994, were sold to Time
               Warner Entertainment Company, L.P., through its division
               Time Warner Cable Ventures ("Time Warner") for $7,300,000<PAGE>





               (before proration of certain expenses), or approximately
               $1,348 per basic subscriber.

               On December 23, 1994, the Partnership entered into a
               definitive Asset Purchase Agreement (the "Cameron Purchase
               Agreement") to sell the Cameron Systems to Galaxy Telecom,
               L.P. for a purchase price of $3,550,000 (the "Cameron
               Sale").  The sale was approved unanimously by the
               disinterested directors of Galaxy Cablevision Management,
               Inc., as required under the Partnership Agreement.

               The Cameron Sale closed on March 31, 1995.  On that date, in
               accordance with the terms of the Cameron Purchase Agreement,
               Galaxy Telecom, L.P. delivered to the Partnership cash in
               the amount of $3,350,000 (before proration of certain
               expenses), and a promissory note in the amount of $200,000
               executed by Galaxy Telecom, Inc., the managing general
               partner of Galaxy Telecom, L.P.  The $200,000 promissory
               note (the "Telecom Note") is a balloon note under which all
               principal and interest are due and payable in March, 2004. 
               Interest is compounded annually and accrues at rates from 9%
               to 17% over the 9 year term.  This note is included in notes
               receivable on the statement of net assets in process of
               liquidation as of March 31, 1995.

               On the same date the Partnership entered into the Cameron
               Purchase Agreement, an agreement was reached between Galaxy
               and the Gleasons providing for the purchase of the Telecom
               Note by the Gleasons from the partnership upon the
               Partnership making one or more distributions to Unitholders
               amounting in the aggregate to $1 per Unit or more, excluding
               any distribution from the proceeds of the Kentucky Sale or
               the Cameron Sale.  Under the agreement (the "Put
               Agreement"), the purchase price to be paid by the Gleasons
               for the Telecom Note is equal to the principal plus all
               accrued interest as of the date of such purchase.

        3.     RELATED PARTY TRANSACTIONS

               The Partnership has historically shared certain operational
               and administrative expenses with other companies affiliated
               with the General Partners.  Expenses which cannot be
               specifically identified to a particular company are
               allocated to the various companies using a formula that
               relates benefits derived to subscribers of each company,
               homes passed of each company and/or revenues of each
               company.  Management believes this allocation method and the
               resulting expenses are reasonable.  For the three months
               ended March 31, 1994, there were $12,003 of systems
               operating expenses and $422,274 of selling, general and
               administrative expenses allocated to the Partnership from a
               related party.  For the three months ended March 31, 1995
               the were $1,846 of systems operation expenses and $2,266 of
               selling, general and administrative expenses allocated to
               the Partnership from a related party.<PAGE>





               The Partnership pays to the Managing General Partner
               management fees for management services.  Payments for the
               three months ended March 31, 1995 were $14,834.  Payments
               for the three months ended March 31, 1994 totalled $226,973. 

               The Partnership has historically used a related entity to
               provide air travel to the various regions where it operates
               CATV systems and the corporate offices.  These payments
               totalled $23,999 for the three months ended March 31, 1994.
               There were no such expenses for the three months ended March
               31, 1995.  The expense is based on an hourly in-flight
               charge plus fuel and other direct costs.  In addition, the
               Partnership leases certain office space from a shareholder
               of a related entity.  The rental payments for the first
               quarter of 1995 were 9,800.  The rental payments for the
               first quarter of 1994 were $28,825.  Such transactions with
               related entities are on terms at least as favorable as those
               prices and terms being offered generally in the same
               marketplace by unrelated entities for goods and services as
               nearly identical as possible in regard to quality, technical
               advancement and availability.

        4.     NOTES PAYABLE

               During January of 1995, the Partnership paid from the
               proceeds from the Kentucky Sale $450,000 to Fleet National
               Bank on its Revolving Credit and Term Loan Agreement,
               $104,000 on the acquisition note payable to Jim Parks, and
               $727,816 on certain installment notes payable.  As of March
               31, 1995 there are no outstanding notes payable by the
               Partnership.

        5.     DISTRIBUTIONS TO UNITHOLDERS AND GENERAL PARTNERS

               On April 10, 1995, the Managing General Partner of the
               Partnership approved a distribution of $1.00 per unit
               payable on May 5, 1995, to the Unitholders of record as of
               the close of business on April 24, 1995.  This distribution
               resulted in a payment of $2,142,000 to the Unitholders and
               $21,636 to the General Partners.


        6.     INVESTMENT IN AFFILIATE

               The investment in affiliate, "Charter Holdings Investment",
               has been adjusted to approximate the net realizable value of
               the Company's investment assuming a discount factor of
               approximately 30% applied to the quoted price of CableMaxx,
               Inc. common stock multiplied by the estimated number of
               shares of such common stock indirectly owned by the
               Partnership through its investment in Charter Wireless Cable
               Holdings, L.L.C. (approximately 730,000 shares).  The only
               assets held by Charter Wireless Holdings, L.L.C. are shares
               of CableMaxx, Inc, a publicly traded operator of certain
               wireless cable television systems located in Texas.<PAGE>







                          PART I.  FINANCIAL INFORMATION

                   ITEM 2.--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        RESULTS OF OPERATIONS

               The Partnership realized no revenues in excess of expenses
               from operations during the first quarter of 1995, as
               expenses incurred were generally anticipated and within
               amounts accrued for such purposes under accrued expenses and
               other liabilities and reserve for estimated costs during
               period of liquidation.  Aside from such expenses, no
               adjustment was made to the reserve for estimated costs
               during the period of liquidation.  The revenues in excess of
               expenses from operations is unaffected by depreciation and
               amortization expenses, as such expenses are not recognized
               under liquidation basis accounting.

        SALE OF CABLE SYSTEMS

               On December 23, 1994, the Partnership entered into a
               definitive Asset Purchase Agreement (the "Cameron Purchase
               Agreement") to sell the Cameron Systems to Galaxy Telecom,
               L.P. for a purchase price of $3,550,000 (the "Cameron
               Sale").  The sale was approved unanimously by the
               disinterested directors of Galaxy Cablevision Management,
               Inc., as required under the Partnership Agreement.

               The Cameron Sale closed on March 31, 1995.  On that date, in
               accordance with the terms of the Cameron Purchase Agreement,
               Galaxy Telecom, L.P. delivered to the Partnership cash in
               the amount of $3,350,000 (before proration of certain
               expenses), and a promissory note in the amount of $200,000
               executed by Galaxy Telecom, Inc., the managing general
               partner of Galaxy Telecom, L.P.  The $200,000 promissory
               note (the "Telecom Note") is a balloon note under which all
               principal and interest are due and payable in March, 2004. 
               Interest is compounded annually and accrues at rates from 9%
               to 17% over the 9 year term.

        LIQUIDITY AND CAPITAL RESOURCES

               As of December 31, 1994, the Partnership had $14,571,652 in
               cash and cash equivalents deposited primarily in interest-
               bearing accounts.  On January 20, 1995, the Partnership paid
               distributions to the Unitholders and General Partners in the
               amount of $11,250,909.  On January 31, 1995 the Partnership
               paid $450,000 to satisfy in full all principal indebtedness
               under its Revolving Credit and Term Loan Agreement with
               Fleet National Bank.  On March 31, 1995 the Partnership
               received cash proceeds from the Cameron Sale of $3,350,000. 
               During the first three months of 1995, the Partnership also<PAGE>





               paid other liabilities and expenses, leaving a balance of
               $4,647,406 in cash and cash equivalents deposited mainly in
               interest-bearing accounts.

               As of March 31, 1995, other current assets is comprised of
               interest accrued on notes receivable of $537,082, and
               miscellaneous receivables of $41,773.

               As of March 31, 1995, cash and cash equivalents exceeded
               total liabilities by $3,182,419.  

               The liquidity needs of the Partnership for the remainder of
               1995 are expected to be satisfied by existing cash reserves
               or by the proceeds from the sale of the remaining assets. 

               The Partnership accrued a reserve of $1,200,000 as of
               December 31, 1994 to cover certain costs during the period
               of liquidation, such as the accrual for state income taxes,
               future losses from operations of the Cameron Systems, future
               state income tax liabilities, professional fees, general and
               administration expenses, contingency reserves and other
               costs related to dissolution and winding up.  Galaxy also
               accrued $11,250,909 as of such date to pay the distribution
               to the partners of the same amount declared by the
               Partnership on December 23, 1994 and paid to the partners on
               January 20, 1995.

        RATE REGULATION

               The Federal Communication Commission ("FCC") adopted new
               rules effective September 1, 1993 that grant to local
               franchising authorities the right to regulate rates charged
               for basic cable service, subject to standards and procedures
               established by the FCC.  These rate regulations were revised
               by the FCC effective May 15, 1994.  The regulations, before
               and after revision, did not have a material effect on the
               Partnership's revenues, but did contribute to a climate of
               uncertainty in the cable industry, which was a factor
               considered by the Partnership in determining to sell its
               cable systems.

        DISSOLUTION; WINDING UP

               Having sold all of its operating assets, the Partnership is
               now in dissolution.  The Managing General Partner is in the
               process of liquidating the Partnership's non-operating
               assets and winding up the Partnership's affairs.  In
               connection with the Cameron Sale, Galaxy received and now
               holds the Telecom Note, which is a promissory note in the
               amount of $200,000 from Galaxy Telecom, Inc., the managing
               general partner of Galaxy Telecom, L.P., the purchaser of
               the Cameron Systems.  Galaxy also holds the Harron Note,
               which is a note receivable in the face amount of $1,500,000
               from Harron Cablevision of Texas, Inc.  Galaxy's only other
               significant non-cash asset is its minority (approximately<PAGE>





               14.6%) interest in Charter Wireless Cable Holdings, L.L.C.
               ("Charter Holdings"), which is the majority owner of
               CableMaxx, Inc. a publicly traded operator of certain
               wireless cable television systems located in Texas (the
               "Charter Holdings Investment").

               None of the Telecom Note, the Harron Note or the Charter
               Holdings Investment are currently liquid.  Under the terms
               of the governing documents of Charter Holdings, the
               Partnership cannot transfer its ownership interest in
               Charter Holdings without the consent of the other members
               and, even if such consents were obtained, the Managing
               General Partner believes the Partnership would be required
               to sell its investment at a substantial discount.  However,
               the Managing General Partner believes that Charter Holdings
               may ultimately either liquidate its investment in CableMaxx
               and distribute the proceeds to the members, including
               Galaxy, or distribute the CableMaxx stock directly to the
               members.  It is therefore the Managing General Partner's
               current intention to continue to hold the Charter Holdings
               Investment until such distribution unless the Partnership is
               able to sell the investment without substantial discount. 
               The Partnership cannot predict when it well receive
               distributions, if any, in respect of the Charter Holdings
               Investments.

               The Harron Note is a balloon note under which all       
               principal and accrued interest is not payable until June
               1996.  Principal and interest accrued through March 31, 1995
               equals approximately $2,000,000.  Although the Partnership
               is not restricted from selling the Harron Note, the Managing
               General Partner believes that such a sale would be at a
               substantial discount to the value of the note.  As a result,
               the Managing General Partner currently expects to hold the
               Harron Note until its maturity.

               The Telecom Note is also a balloon note, under which all
               principal and accrued interest are due and payable in March
               2004.  Galaxy is restricted from selling the Telecom Note to
               anyone except an affiliate of the Partnership.  On December
               23, 1994, Galaxy entered into an agreement with Tommy L.
               Gleason and Tommy L. Gleason, Jr. (the "Gleasons") which
               requires the Gleasons to purchase the Telecom Note from the
               Partnership upon the Partnership thereafter making one or
               more distributions to Unitholders amounting in the aggregate
               to $1 per Unit or more, excluding any distribution from the
               proceeds of the Kentucky Sale or the Cameron Sale.  Under
               the agreement (the "Put Agreement"), the purchase price to
               be paid by the Gleasons for the Telecom Note is equal to the
               principal plus all accrued interest as of the date of such
               purchase.  The Managing General Partner currently intends to
               hold the Telecom Note until it is purchased by the Gleasons
               in accordance with the Put Agreement.<PAGE>





               In connection with the Texas-Louisiana Sale and the Austin
               Sale, the Partnership has undertaken certain indemnification
               obligations.  Specifically, Galaxy has agreed to indemnify
               Friendship, the purchaser of the Texas-Louisiana Systems,
               for certain damages, liabilities, costs and expenses
               incurred by Friendship solely as a result of any breach by
               Galaxy of any written representation, warranty agreement or
               covenant of Galaxy contained in the Texas-Louisiana Purchase
               Agreement and for liabilities arising out of ownership of
               the systems prior to September 30, 1994.  The Partnership's
               maximum liability for such breach is $2,000,000.  Galaxy's
               representations and warranties survive until March 31, 1996
               (except as to tax matters, which survive for the applicable
               statute of limitations).  Any claims for indemnification
               cannot be made until the total of all such claims exceeds
               $50,000.

               The Partnership has also agreed to indemnify Time Warner,
               the purchaser of the Austin Systems, for certain claims,
               losses, liabilities, damages, liens, penalties, costs and
               expenses incurred by Time Warner as a result of any breach
               by Galaxy of any written representation, warranty, agreement
               or covenant of Galaxy contained in the Austin Purchase
               Agreement.  The Partnership's maximum liability for such
               breach is $1,200,000.  The representations and warranties
               survive until June 7, 1996, and any claim for
               indemnification must be made by September 5, 1996.  No claim
               can be made until the total of all such claims exceeds
               $25,000.

               The risk of Galaxy being required to pay an indemnification
               claim is a factor which the Managing General Partner will
               consider in determining the amount and timing of any future
               distributions to Unitholders.  The Managing General Partner
               believes that the likelihood of such a claim being brought
               by Friendship or Time Warner decreases with the passage of
               time.


        PART II.  OTHER INFORMATION

        Items 1 through 5

               None.

        Item 6

             (a)   Exhibits<PAGE>







          Exhibit    
          Number             Description                  Reference 
        ----------          --------------               -----------
           3(a)      Certificate of Limited       Incorporated by reference
                     Partnership of Registrant,   to Exhibit 3(a) of
                     filed with the state of      Amendment No. 1 (filed
                     Delaware on December 15,     February 18, 1987) to
                     1986.                        Galaxy's Registration
                                                  Statement on Form S-1
                                                  (filed January 16, 1987),
                                                  Commission File No. 33-
                                                  11388.

           3(b)      Amended and Restated         Incorporated by reference
                     Certificate of Limited       to Exhibit 3(b) of
                     Partnership of Registrant,   Amendment No. 1 (filed
                     filed with the Secretary of  February 18, 1987) to
                     State of Delaware on         Galaxy's Registration
                     January 16, 1987.            Statement on Form S-1
                                                  (filed January 16, 1987),
                                                  Commission File No. 33-
                                                  11388.



           3(c)      Amended and Restated         Incorporated by reference
                     Agreement of Limited         to Exhibit 3(c) of
                     Partnership of Registrant,   Amendment No. 1 (filed
                     dated February 1, 1987       February 18, 1987) to
                                                  Galaxy's Registration
                                                  Statement on Form S-1
                                                  (filed January 16, 1987),
                                                  Commission File No. 33-11388.

            27       Financial Data Schedule
                     provided for the
                     information of the
                     Securities and Exchange
                     Commission only.


             (b)   Reports on Form 8-K

             Galaxy filed with the Commission on January 9, 1995, a Current
        Report on Form 8-K in connection with (i) closing of the Kentucky
        Sale, and (ii) the issuance of a press release announcing the
        aforementioned closing, certain possible tax consequences and the
        establishment of a record date for a distribution to Unitholders. 
        the report was made under Items 2 and 5.  Pro forma financial
        information with respect to the Kentucky Sale was filed therewith.<PAGE>





        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.

                                      GALAXY CABLEVISION, L.P.
                                  BY: GALAXY CABLEVISION MANAGEMENT, L.P.,
                                      as Managing General Partner
                                  BY: GALAXY CABLEVISION MANAGEMENT, INC.,
                                      as General Partner




        Date:  May 12, 1995             /s/ Tommy L. Gleason, Jr.      
                                      ---------------------------------
                                  BY: Tommy L. Gleason, Jr.
                                      President and Director




        Date:  May 12, 1995             /s/ J. Keith Davidson          
                                       ---------------------------------
                                  BY: J. Keith Davidson
                                      Chief Financial Officer<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial data extracted from the first quarter
form 10-Q for Galaxy Cablevision, L.P. and is qualified in its entirety by
reference to such 10-Q
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   QTR-1
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         4647406
<SECURITIES>                                         0
<RECEIVABLES>                                  1761256
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                794750
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 9803412
<CURRENT-LIABILITIES>                          1464987
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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