GALAXY CABLEVISION L P
10-Q, 1995-08-14
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 June 30, 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 August 8,
          1995 - 2,142,000











                               GALAXY CABLEVISION, L.P.

                                      FORM 10-Q<PAGE>



                       FOR THE SIX MONTHS ENDED JUNE 30 , 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  . . . . . . . . . . . . . . .   10

          PART II.   Other Information  . . . . . . . . . . . . . .   13




























                              PART I.  FINANCIAL INFORMATION












                                             2<PAGE>



                              ITEM 1. -- FINANCIAL STATEMENTS
                                 GALAXY CABLEVISION, L.P.

                          (IN PROCESS OF LIQUIDATION-NOTES 1 & 2)
                    STATEMENTS OF NET ASSETS IN PROCESS OF LIQUIDATION

                                          June 30, 1995   December 31, 1994
                                           (unaudited) 
        
        CASH AND CASH EQUIVALENTS           $2,015,608         $14,571,652 
         

        OTHER CURRENT ASSETS                   595,612             767,002 

        ESCROW DEPOSITS                              0             100,000 

        DUE FROM AFFILIATES-NET                  5,466             327,071 

        INVESTMENT IN AFFILIATE (Note 5)     3,000,000           2,500,000 

        CABLE TELEVISION SYSTEMS                     0           3,550,000 


        NOTES RECEIVABLE                     1,747,067           1,561,256 
                                           ------------        ------------
        TOTAL ASSETS                         7,363,753          23,376,981 
                                           ------------        ------------
        NOTES PAYABLE                                0           1,281,816 

        ACCOUNTS PAYABLE                        14,947             602,448 


        ACCRUED EXPENSES AND OTHER 
          LIABILITIES                          148,001             703,383 

        ACCRUED DISTRIBUTIONS TO PARTNERS            0          11,250,909 

        RESERVE FOR ESTIMATED COSTS 
            DURING PERIOD OF LIQUIDATION       526,016           1,200,000 
                                           ------------        ------------

        TOTAL LIABILITIES                      688,964           15,038,556
                                           ------------        ------------
        NET ASSETS IN PROCESS
        OF LIQUIDATION                      $6,674,789          $8,338,425 
                                           ============        ============

        See notes to financial statements.









                                          3<PAGE>



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

             STATEMENT OF CHANGES IN NET ASSETS IN PROCESS OF LIQUIDATION
                                     (unaudited)


                                            For the               For the  
                                     Three Months Ended    Six Months Ended
                                        June 30, 1995       June 30, 1995  



        Net Assets in Process of Liquidation,
             beginning of period            $8,338,425          $8,338,425 

        Increase in Value of 
          Investment of Affiliate              500,000             500,000 

        Expenses in Excess of Revenues from
             Operations                       (620,567)           (673,984)


        Distributions paid  (Note 4)        (2,163,636)         (2,163,636)

        Reduction in Reserve 
          for Estimated Costs During 
          Period of Liquidation                620,567             673,984
                                            ------------        ------------
        Net Assets in Process of
           Liquidation as of
           June 30, 1995                    $6,674,789          $6,674,789  
                                           ============       =============

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

                                              For the              For the 
                                      Three Months Ended   Six Months Ended
                                         June 30, 1994       June 30, 1994 

        SUBSCRIPTION SERVICES REVENUE       $5,115,946         $10,159,864 
                                           ------------        ------------
        OPERATING EXPENSES:
        Systems operations (exclusive of
          depreciation and amortization
           expense shown separately below):

             Related Party                       6,843              18,846 
             Other                           2,063,234           4,070,256 
                                           ------------        ------------
                                             2,070,077           4,089,102 

                                          4<PAGE>



        Selling, general and administrative:
             Related Party                     396,807             819,081 

             Other                           1,067,477           2,065,643 
                                           ------------        ------------
                                             1,464,284           2,884,724 

        Depreciation Expense                 1,599,958           3,202,214 
        Amortization Expense                   110,283             243,679 
                                           ------------        ------------
        Total operating expenses             5,244,602          10,419,719 
                                           ------------        ------------
        OPERATING LOSS                        (128,656)           (259,855)

        EQUITY IN LOSS OF INVESTEE            (215,389)           (405,093)
        INTEREST INCOME                         36,404              72,463 
        OTHER INCOME                          (116,371)            (81,459)
        INTEREST EXPENSE                      (451,535)           (860,751)
                                           ------------        ------------
        NET LOSS                            $ (875,547)        $(1,534,695)
                                           ============       =============
        ALLOCATION OF NET LOSS
        General Partners                    $   (8,755)        $   (15,347)
                                           ============       =============
        Limited Partners                    $ (866,792)        $(1,519,348)
                                           ============       =============
        NET LOSS PER LIMITED
          PARTNERSHIP UNIT                  $    (0.40)        $     (0.71)
                                           ============       =============

        WEIGHTED AVERAGE NUMBER OF LIMITED
          PARTNERSHIP UNITS OUTSTANDING      2,142,000           2,142,000 
                                           ============       =============

        See notes to financial statements.

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

                                     (Unaudited)
                                              For the             For the  
                                     Three Months Ended    Six Months Ended
                                         June 30, 1994       June 30, 1994 
        CASH FLOWS FROM OPERATING ACTIVITIES:
        Net Loss                            $ (875,547)        $(1,534,695)

        Adjustments to reconcile net 
         loss to net cash flow provided by 

         operating activities:
             Depreciation and amortization   1,710,241           3,445,893 
             Gain on sale of assets             42,902              15,220 
             Equity in loss of investee        215,389             405,093 

                                          5<PAGE>



        Net changes in assets and liabilities:
             Subscriber receivables            (35,106)           (116,222)
             Prepaid expenses and 
             other assets                     (186,022)           (183,886)
             Due to affiliate - net            183,851            (161,731)
             Accounts payable                 (261,608)            145,602 
             Accrued expenses and
               other liabilities                (1,956)            (26,473)
                                           ------------        ------------
        Net cash provided by 
           operating activities                791 844           1,988,801 
                                           ------------        ------------
        CASH FLOWS FROM INVESTING ACTIVITIES:
             Proceeds from sale of assets       (1,000)             26,382 
             Upgrade of cable TV systems      (321,722)           (909,107)
             Purchase of vehicles and
               equipment                      (151,220)           (387,511)
             Proceeds from note receivable      13,550              13,550 
                                           ------------        ------------

        Net cash used by investing 
           activities                         (460,392)         (1,256,686)
                                           ------------        ------------
        CASH FLOWS FROM FINANCING ACTIVITIES:
             Proceeds from borrowing            85,230              85,230 
             Repayments of borrowings         (576,343)         (1,083,811)
                                           ------------        ------------
        Net cash used by financing
           activities                         (491,113)           (998,581)

                                           ------------        ------------
        NET DECREASE IN CASH                  (159,661)           (266,466)
        CASH AT BEGINNING OF THE PERIOD        368,540             475,345 
                                           ------------        ------------
        CASH AT END OF THE PERIOD           $  208,879          $  208,879 
                                           ------------        ------------
        SUPPLEMENTAL CASH FLOW INFORMATION
             Cash paid for interest         $  443,624          $  918,146 
                                           ============       =============

        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



                                         6<PAGE>



               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
               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 June 30, 1995 and December 31,
               1994 and the statements of changes in net assets in process
               of liquidation for the three months and six months ended
               June 30, 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 and six months ended June 30, 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

                                         7<PAGE>



               of Texas. Inc. (the "Texas-Louisiana Sale") for a purchase
               price of $42,625,000 (before proration of certain expenses).

               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).

               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
               (before proration of certain expenses).

               On March 31, 1995 the Cameron Systems, which served 3,755
               basic subscribers as of such date, were sold to Galaxy
               Telecom, L.P. for a purchase price of $3,550,000.  The
               purchase price was paid by delivery to the Partnership of
               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 June 30, 1995.

               On December 23, 1995, the same date the Partnership entered
               into a definitive asset purchase agreement to sell the
               Cameron Systems, 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

                                         8<PAGE>



               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 June 30, 1994, there were $6,843 of systems operating
               expenses and $131,391 of selling, general and administrative
               expenses allocated to the Partnership from a related party. 
               For the six months ended June 30, 1994, there were $18,846
               of systems operating expenses and $302,690 of selling,
               general and administrative expenses allocated to the
               Partnership from a related party.  There were no such
               expenses for the three months ended June 30, 1995.  For the
               six months ended June 30, 1995 there were $1,846 of systems
               operation expenses and $2,266 of selling, general and
               administrative expenses allocated to the Partnership from a
               related party.

               The Partnership pays to the Managing General Partner
               management fees for management services.  Payments for such
               expenses for the three month and six month periods ended
               June 30, 1995 were $14,834.  Payments for the three months
               ended June 30, 1994 totaled $230,218.  Payments for the six
               months ended June 30, 1994 totaled $457,194.  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
               totaled $35,198 and $77,925 for the three months ended June
               30, 1994 and the six month period ended June 30, 1994,
               respectively. There were no such expenses during 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 expenses for the second quarter of 1994 and 1995
               were $27,678 and $16,600, respectively.  The rental expenses
               for the first six months of 1994 and 1995 were $56,503 and
               $26,400, respectively.  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.     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


                                         9<PAGE>



               resulted in a payment of $2,142,000 to the Unitholders and
               $21,636 to the General Partners.


        5.     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.






































                                        10<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 six month 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 March 31, 1995 the Cameron Systems, which served 3,755
               basic subscribers as of such date, were sold to Galaxy
               Telecom, L.P. for a purchase price of $3,550,000.  The
               purchase price was paid by delivery to the Partnership of
               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 June 30, 1995.


        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 total 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. On May 5, 1995 the Partnership paid
               distributions to the Unitholders and General Partners in the

                                        11<PAGE>



               total amount of $2,163,636.  During the first six months of
               1995, the Partnership also paid other liabilities and
               expenses, leaving a balance of $2,015,608 in cash and cash
               equivalents deposited mainly in interest-bearing accounts as
               of June 30, 1995.

               As of June 30, 1995, other current assets is comprised of
               interest accrued on notes receivable of $570,291, and
               miscellaneous receivables of $30,787.

               As of June 30, 1995, cash and cash equivalents exceeded
               total liabilities by $1,326,641.  
               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.  Actual
               expenses of $673,984 were paid in 1995 and charged against
               such reserve, reducing the reserve to $526,016 as of June
               30, 1995.

        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
               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").

                                        12<PAGE>



               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 will 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 accrued interest through June 30, 1995 totals
               approximately $2,100,000.  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.



                                        13<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.














                                        14<PAGE>



        PART II.  OTHER INFORMATION


        Items 1 through 5

               None.

        Item 6

             (a)   Exhibits
                     

          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.

             (b)   Reports on Form 8-K

         
             No current report on Form 8-K was filed by the Partnership
        during the quarter ended June 30, 1995.


                                        15<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: August 12, 1995       /s/ Tommy L. Gleason, Jr.      

                                  BY: Tommy L. Gleason, Jr.
                                         President and Director

        Date: August  12, 1995         /s/ J. Keith Davidson          
                                     BY: J. Keith Davidson
                                            Chief Financial Officer


























                                        16<PAGE>

<TABLE> <S> <C>

<ARTICLE>      5
<LEGEND>
This schedule contains summary financial data extracted from the second 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                         2015608
<SECURITIES>                                         0
<RECEIVABLES>                                  1747067
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                601078
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 7363753
<CURRENT-LIABILITIES>                           688964
<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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