10-Q

                                  UNITED STATES
                       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 September 30, 1996

     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 (573) 472-8200

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 November 1, 
1996 - 2,142,000
                            GALAXY CABLEVISION, L.P.

                                    FORM 10-Q

                          FOR THE THREE AND SIX MONTHS
                            ENDED SEPTEMBER 30, 1996

                                      INDEX


                                                                         PAGE


PART I.    Financial Information

     Item 1.   Financial Statements .......................................3
          Notes to Financial Statements....................................5

     Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations ......................................................6

PART II.   Other Information ..............................................7




                          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


                                       September 30, 1996     December 31, 1995
                                       ------------------     -----------------
                                               (unaudited)

CASH AND CASH EQUIVALENTS                      $3,334,966             $1,435,941

OTHER CURRENT ASSETS                              787,092

ESCROW DEPOSITS                                   101,100

INVESTMENT IN AFFILIATE(Note 2)                 3,800,000

NOTES RECEIVABLE Note 3)                        1,747,037
                                               ----------             ----------

TOTAL ASSETS                                    3,334,966              7,871,170

                                               ----------             ----------


ACCRUED EXPENSES AND OTHER
  LIABILITIES                                      94,620                 75,805

DUE TO AFFILIATES-NET                              71,478                 77,481

RESERVE FOR ESTIMATED COSTS
     DURING PERIOD OF LIQUIDATION                 427,108                500,000

TOTAL LIABILITIES                                 593,206                653,286
                                               ----------             ----------

NET ASSETS IN PROCESS
     OF LIQUIDATION                            $2,741,760             $7,217,884
                                               ==========             ==========

 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 and nine months ended
                                                September 30,               September 30,
                                             1996           1995            1996           1995
                                             ----           ----            ----           ----
                                                                        

Net Assets in Process of Liquidation,
     Beginning of Period                $ 2,885,113    $ 6,674,789    $ 7,217,884    $ 8,338,425

Expenses in Excess of Revenues
      from Operations                          (969)      (684,238)

Increase (Decrease) in Valuation of
     Investment of Affiliate                800,000      2,093,229      1,300,000

Distributions Paid (Note 4)              (6,426,000)

Reduction (Increase) in Reserve for
     Estimated Costs During Period
      of Liquidation                       (143,353)           969       (143,353)       684,238
                                        -----------    -----------    -----------    -----------


Net Assets in Process of Liquidation
     End of Period                      $ 2,741,760    $ 7,474,789    $ 2,741,760    $ 7,474,789
                                        ===========    ===========    ===========    ===========

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   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, 1995.

 On  September  30,  1994,  the  Partnership  adopted the  liquidation  basis of
accounting.  The statements of net assets in process of liquidation at September
30,
1996 and December 31,
1995 and the statements of changes in net assets in process of  liquidation  for
the three and nine months ended  September  30, 1996 and September 30, 1995 have
been  prepared  on a  liquidation  basis.  Assets  have  been  presented  at net
realizable value and liabilities have been presented at settlement amounts.


2.  DISTRIBUTIONS TO UNITHOLDERS AND GENERAL PARTNERS

 On November 5, 1996, the Galaxy  Cablevision  Management,  L.P. as the Managing
General  Partner of the Partnership  (the "Manager")  approved a distribution of
$1.28 per unit to the  Unitholders  of record  as of the  close of  business  on
November 5, 1996.  This  distribution  will result in a payment of $2,741,760 to
the Unitholders.  This  distribution will be paid during the week of the 18th of
November. This represents the final liquidating distribution to the Unitholders.

PART I.  FINANCIAL INFORMATION

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

RESULTS OF OPERATIONS

 The Partnership  realized expenses in excess of revenues from operations during
the first nine months of 1995.  Such excess  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.  An adjustment was made to increase the reserve for estimated costs
during the period of liquidation  during the third quarter of 1996 in the amount
$143,353.

LIQUIDITY AND CAPITAL RESOURCES

 As of September 30, 1995, the Partnership had $3,334,966 in deposited primarily
in  interest-bearing   accounts.   Cash  and  cash  equivalents  exceeded  total
liabilities by $2,741,760.  These remaining  liabilities of the Partnership were
subsequently paid during October of 1996.

WINDING UP

 Having sold all of its operating assets,  the Partnership is now in the process
of dissolution and winding up. All liabilities were paid and provisions made for
conditional,  contingent  and unmatured  claims as of November 5, 1996 and, as a
result,  Manager  approved the liquidation and termination of the Partnership on
November 6, 1996.  All future  claims , including  conditional,  contingent  and
unmatured claims against the partnership have been assumed by Galaxy Cablevision
Management, Inc., a general partner of the Manager.

PART II.  OTHER INFORMATION

Items 1 through 6

 None.
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: November 13, 1996                   \s\ Tommy L. Gleason
                                            --------------------
                                        BY:  Tommy L. Gleason, Jr.
                                            President and Director




Date: November 13, 1996                  \s\ J. Keith Davidson
                                         ----------------------  
                                        BY: J. Keith Davidson
                                            Chief Financial Officer

EX-27

 

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