MARCUS CABLE CO LP
424B3, 1998-03-09
CABLE & OTHER PAY TELEVISION SERVICES
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                               Filed pursuant to Rule 424(b)(3)
                                 Registration Nos. 33-67390 and
                                                    33-67390-01


                                
                   MARCUS CABLE COMPANY, L.P.
                MARCUS CABLE CAPITAL CORPORATION
                                
                    Supplement to Prospectus
            Dated April 16, 1997, as supplemented by
 Prospectus Supplements Dated May 15, 1997, August 14, 1997 and
                       November 14, 1997
                                
          The date of this Supplement is March 9, 1998
                                
On March 9, 1998, Marcus Cable Company, L.P. filed the attached
Form 8-K  discussing the Company's intentions to explore strategic
ownership alternatives.  



                                
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
               PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
                                
Date of Report (Date of earliest event reported)   MARCH 9, 1998
                                
                                
                   MARCUS CABLE COMPANY, L.P.
              MARCUS CABLE OPERATING COMPANY, L.P.
                MARCUS CABLE CAPITAL CORPORATION
              MARCUS CABLE CAPITAL CORPORATION II
              MARCUS CABLE CAPITAL CORPORATION III
   (Exact name of registrants as specified in their charters)
                                
                                
DELAWARE           33-81088 & 33-67390 & 33-93808     75-2337471
DELAWARE                 33-81088-01                  75-2495706
DELAWARE                 33-67390-01                  75-2546077
DELAWARE                 33-81088-02                  75-2546713
DELAWARE                 33-93808-01                  75-2599586
(State or other 
jurisdiction of     (Commission File Number)       (I.R.S. Employer
incorporation or                                  Identification No.)
organization)                           


     2911 TURTLE CREEK BOULEVARD, SUITE 1300     
               DALLAS, TEXAS                 75219-6257
     (Address of principal executive offices)             (Zip Code)
                                
                         (214) 521-7898
      (Registrants' telephone number, including area code)
                                
                                
                                
                                
                                
                          Page 1 of 7
                  Index to Exhibits on Page 6
<PAGE>

ITEM 5.  OTHER EVENTS.

     On March 3, 1998, Marcus Cable Company, L.P. issued a press
release including a statement of the Company's intentions to
explore strategic ownership alternatives.  For information
regarding this statement, reference is made to the press release
attached hereto as Exhibit 20.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits 

     20.1      Press Release dated March 3, 1998.

<PAGE>

                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants have duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                    MARCUS CABLE COMPANY, L.P.
                    (Registrant)

                    By:  Marcus Cable Properties, L.P., its
                    general partner,

                         By:  Marcus Cable Properties, Inc., its
                              general partner,

March 9, 1998                 By:  /s/ Jeffrey A. Marcus          
                                   Jeffrey A. Marcus
                              Its: President, Chief Executive
                                   Officer and Sole Director of
                                   Marcus Cable Properties, Inc.
                                   (Principal Executive Officer)

                              By:  /s/ Thomas P. McMillin         
                                   Thomas P. McMillin
                              Its: Executive Vice President and
                                   Chief Financial Officer of
                                   Marcus Cable Properties, Inc.
                                   (Principal Financial and
                                   Accounting Officer)

                    MARCUS CABLE OPERATING COMPANY, L.P.
                    (Registrant)

                    By:  Marcus Cable Company, L.P., its general
                         partner,

                         By:  Marcus Cable Properties, L.P., its
                              general partner,

                              By:  Marcus Cable Properties, Inc.,
                                   its general partner,

March 9, 1998                 By:  /s/ Jeffrey A. Marcus            
                                   Jeffrey A. Marcus
                              Its: President, Chief Executive
                                   Officer and Sole Properties, Inc.
                                   (Principal Executive Officer)
                                   
                              By:  /s/ Thomas P. McMillin           
                                   Thomas P. McMillin
                              Its: Executive Vice President and
                                   Cable Properties, Inc. (Principal
                                   Financial and Accounting Officer)

<PAGE> 

                    MARCUS CABLE CAPITAL CORPORATION
                    (Registrant)

March 9, 1998                 By:  /s/ Jeffrey A. Marcus            
                                   Jeffrey A. Marcus
                              Its: President, Chief Executive
                                   Officer and Sole Corporation
                                   (Principal Executive Officer)


                              
                              By:  /s/ Thomas P. McMillin           
                                   Thomas P. McMillin
                              Its: Executive Vice President and
                                   Cable Capital Corporation
                                   (Principal Financial and
                                   Accounting Officer)



                    MARCUS CABLE CAPITAL CORPORATION II
                    (Registrant)

March 9, 1998                 By:  /s/ Jeffrey A. Marcus            
                                   Jeffrey A. Marcus
                              Its: President, Chief Executive
                                   Officer and Sole Corporation II
                                   (Principal Executive Officer)

                              By:  /s/ Thomas P. McMillin           
                                   Thomas P. McMillin
                              Its: Executive Vice President and
                                   Cable Capital Corporation II
                                   (Principal Financial and
                                   Accounting Officer)

<PAGE>

                     MARCUS CABLE CAPITAL CORPORATION III
                    (Registrant)

March 9, 1998                 By:  /s/ Jeffrey A. Marcus            
                                   Jeffrey A. Marcus
                              Its: President, Chief Executive
                                   Officer and Sole Corporation III
                                   (Principal Executive Officer)
                                   

                              By:  /s/ Thomas P. McMillin           
                                   Thomas P. McMillin
                              Its: Executive Vice President and
                                   Cable Capital Corporation III
                                   (Principal Financial and
                                   Accounting Officer)



<PAGE>
<TABLE>
                          INDEX TO EXHIBITS
                                 
<CAPTION>

<S>       <C>                                                        <C>    
Exhibit                                                                Page
Number    Description                                                Number
     
           20.1     Press Release dated March 3, 1998                   7
</TABLE>

<PAGE>

                                                       Exhibit 20.1
FOR IMMEDIATE RELEASE
MARCH 3, 1998

CONTACT:  Thomas P. McMillin
PHONE:    (214) 521-7898



 MARCUS CABLE STATEMENT ON REPORTS TO EXPLORE STRATEGIC OWNERSHIP
                           ALTERNATIVES

Marcus Cable has retained Goldman, Sachs & Co. to advise the
Company as it explores various strategic alternatives involving the
ownership of the Company.  In making this announcement, Jeff
Marcus, Chairman and CEO of the Company said, " In light of the
unprecedented recent rise in stock performance by the leading cable
television companies, coupled with the favorable dynamics
surrounding the core fundamentals of this business, our management
team, together with the support of our partners, has been reviewing
alternatives relative to the capitalization of our partnership. As
we carefully reviewed several strategic possibilities, we decided
that it would be wise to further explore these, and other ideas,
with the help of our partner, Goldman, Sachs & Co."   Mr. Marcus
went on to say " it would not be prudent to predict which
alternative, if any, the Company will pursue.  We have an
experienced management team, supportive financial partners and a
strong balance sheet. Any decision will only be made after
thoughtful discussion among the management group and our partners
and we cannot predict an outcome at this time."  

As previously announced, the Company is currently in the process of
marketing for sale its non-strategic assets serving approximately
193,000 customers in nine states.  The Company  has already
announced an agreement to sell certain of these systems serving
26,000 customers in Delaware and Maryland to Comcast Corporation. 
This pending system sale and the marketing of the remaining systems
serving 167,000 customers will not be affected by today's
announcement.

Marcus Cable is principally engaged in the management and operation
of domestic wired telecommunications networks, including cable
television systems, distance education networks and internet
services.  It is currently the nation's tenth largest cable
operator serving over 1.2 million customers in 18 states.  More
information can be found on the Company's website on the internet
at www.marcuscable.com.






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