content: 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 1-3872
  
                             STORER COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
  
            DELAWARE                                       59-2638096
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
               Yes  [X]                                      No  [ ]
  
                             --------------------------
  
  As of September 30, 1996, there were 239.99 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions H (1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                  TABLE OF CONTENTS
  
                                                                           Page
                                                                          Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet as of 
                      September 30, 1996 and December 31, 1995 
                      (Unaudited)                                            2
  
                      Condensed Consolidated Statement of Operations and
                      Accumulated Deficit for the Nine and Three Months 
                      Ended September 30, 1996 and 1995 (Unaudited)          3
  
                      Condensed Consolidated Statement of Cash Flows for 
                      the Nine Months Ended September 30, 1996 and 1995
                      (Unaudited)                                            4
  
                      Notes to Condensed Consolidated Financial 
                      Statements (Unaudited)                               5-6
  
            Item 2.   Management's  Discussion  and Analysis of 
                      Financial Condition and Results of Operations        7-9
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings                                      9
  
            Item 6.   Exhibits and Reports on Form 8-K                       9
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  commitments  and  the  effects  of  future  regulation.   Such   forward-looking
  information  involves important risks and uncertainties that could significantly
  affect   expected   results  in  the  future   from  those   expressed   in  any
  forward-looking  statements  made by, or on behalf of, the Company.  These risks
  and uncertainties  include,  but are not limited to,  uncertainties  relating to
  economic  conditions,  acquisitions and divestitures,  government and regulatory
  policies, the pricing and availability of equipment, materials,  inventories and
  programming,   technological   developments   and  changes  in  the  competitive
  environment in which the Company operates.
  
  
  
  <PAGE>
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  PART I.    FINANCIAL INFORMATION
  
  ITEM 1.    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                             (Dollars in thousands)
                                                                                       September 30,        December 31,
                                                                                           1996                 1995
  <S>                                                                                 <C>                   <C>        
  ASSETS
  Cash and cash equivalents ................................................          $     1,282           $     1,386
                                                                                      -----------           -----------
  Accounts receivable, less allowance for doubtful
     accounts of $2,935 and $2,605 .........................................               12,923                14,737
                                                                                      -----------           -----------
  Prepaid charges and other ................................................                5,051                 3,701
                                                                                      -----------           -----------
  
  Property and equipment ...................................................              703,413               671,153
     Accumulated depreciation ..............................................             (329,182)             (307,945)
                                                                                      -----------           -----------
     Property and equipment, net ...........................................              374,231               363,208
                                                                                      -----------           -----------
  
  Deferred charges .........................................................            1,495,177             1,492,906
     Accumulated amortization ..............................................             (296,246)             (267,680)
                                                                                      -----------           -----------
     Deferred charges, net .................................................            1,198,931             1,225,226
                                                                                      -----------           -----------
  
  Due from affiliates ......................................................              253,101               215,013
  Investment................................................................               19,493                17,941
  Other assets..............................................................                3,858                 3,844
                                                                                      -----------           -----------
  
                                                                                      $ 1,868,870           $ 1,845,056
                                                                                      ===========           ===========
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  Accounts payable and accrued expenses ....................................          $    49,941           $    54,310
  Accrued interest..........................................................                5,232                 1,749
  Other liabilities ........................................................               23,542                33,136
  Debt .....................................................................              126,086               124,615
  Deferred income taxes ....................................................              472,794               456,658
                                                                                      -----------           -----------
         Total liabilities .................................................              677,595               670,468
                                                                                      -----------           -----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common  stock,  $.01  par  value - authorized,  10,000  shares;
         issued  and outstanding, 239.99 shares
     Additional capital ....................................................            2,993,544             2,923,635
     Accumulated deficit ...................................................           (1,114,412)           (1,128,642)
     Unrealized gain on marketable securities ..............................               10,716                 9,707
     Finance Sub securities ................................................             (698,573)             (630,112)
                                                                                      -----------           -----------
  
         Total stockholder's equity ........................................            1,191,275             1,174,588
                                                                                      -----------           -----------
  
                                                                                      $ 1,868,870           $ 1,845,056
                                                                                      ===========           ===========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          2
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                  (Dollars in thousands)
                                                    Nine Months Ended                Three Months Ended
                                                      September 30,                     September 30,
                                                  1996            1995              1996             1995
  
  <S>                                        <C>              <C>              <C>              <C>        
  SERVICE INCOME .......................     $   321,077      $   295,570      $   107,577      $   101,263
                                             -----------      -----------      -----------      -----------
  
  COSTS AND EXPENSES
     Operating .........................         138,333          127,945           46,259           43,767
     Selling, general and administrative          63,569           59,857           21,626           20,216
     Depreciation and amortization .....          77,187           73,086           24,210           26,496
                                             -----------      -----------      -----------      -----------
                                                 279,089          260,888           92,095           90,479
                                             -----------      -----------      -----------      -----------
  
  OPERATING INCOME .....................          41,988           34,682           15,482           10,784
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense ..................          12,474           11,927            4,143            4,092
     Investment income and other .......            (224)             (69)             (57)             (16)
                                             -----------      -----------      -----------      -----------
                                                  12,250           11,858            4,086            4,076
                                             -----------      -----------      -----------      -----------
  
  INCOME BEFORE INCOME TAX EXPENSE .....          29,738           22,824           11,396            6,708
  
  INCOME TAX EXPENSE ...................          15,508           10,990            5,688            3,349
                                             -----------      -----------      -----------      -----------
  NET INCOME ...........................          14,230           11,834            5,708            3,359
  
  ACCUMULATED DEFICIT
  
     Beginning of period ...............      (1,128,642)      (1,144,253)      (1,120,120)      (1,135,778)
                                             -----------      -----------      -----------      -----------
     End of period .....................     ($1,114,412)     ($1,132,419)     ($1,114,412)     ($1,132,419)
                                             ===========      ===========      ===========      ===========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                            (Dollars in thousands)
                                                                        Nine Months Ended September 30,
                                                                            1996            1995
  <S>                                                                    <C>            <C>      
  OPERATING ACTIVITIES
     Net income ....................................................     $  14,230      $  11,834
     Adjustments to reconcile net income to
      net cash provided by operating activities:
       Depreciation and amortization ...............................        77,187         73,086
       Non-cash interest expense ...................................         1,847          1,790
       Deferred income tax expense (benefit) .......................        14,008         (3,199)
                                                                         ---------      ---------
                                                                           107,272         83,511
       Decrease (increase) in accounts receivable, prepaid charges
         and other and other assets ................................           450         (3,942)
       (Decrease) increase in accounts payable and accrued expenses,
         accrued interest and other liabilities ....................       (10,856)         2,329
                                                                         ---------      ---------
  
           Net cash provided by operating activities ...............        96,866         81,898
                                                                         ---------      ---------
  
  FINANCING ACTIVITIES
     Net transactions with affiliates ..............................       (38,088)       (26,744)
                                                                         ---------      ---------
  
           Net cash used in financing activities ...................       (38,088)       (26,744)
                                                                         ---------      ---------
  
  INVESTING ACTIVITIES
     Additions to property and equipment and other .................       (61,915)       (60,119)
     Receipts on Finance Sub securities ............................         3,033          4,598
                                                                         ---------      ---------
  
           Net cash used in investing activities ...................       (58,882)       (55,521)
                                                                         ---------      ---------
  
  DECREASE IN CASH AND CASH EQUIVALENTS ............................          (104)          (367)
  
  CASH AND CASH EQUIVALENTS, beginning of period ...................         1,386          1,329
                                                                         ---------      ---------
  
  CASH AND CASH EQUIVALENTS, end of period .........................     $   1,282      $     962
                                                                         =========      =========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  September  30,  1996,  the  condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       and  three  months  ended  September  30,  1996 and 1995 and the  condensed
       consolidated  statement of cash flows for the nine months  ended  September
       30, 1996 and 1995 have been  prepared by Storer  Communications,  Inc. (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all  adjustments  (which include only normal
       recurring  adjustments) necessary to present fairly the financial position,
       results of  operations  and cash flows as of September 30, 1996 and for all
       periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1996 are not necessarily indicative of operating results for the full year.
  
  2.   INVESTMENT
  
       As of  September  30, 1996 and  December  31,  1995,  the Company  holds an
       unrestricted equity investment in Turner Broadcasting System, Inc. ("TBS").
       This  investment,  which was classified as available for sale, was recorded
       at  its  estimated   fair  value  of  $19.5  million  and  $17.9   million,
       respectively,  based on the  quoted  market  prices as of such  dates.  The
       unrealized gain on this investment of $16.5 million and $14.9 million as of
       September 30, 1996 and December 31, 1995,  respectively,  has been reported
       in the  Company's  condensed  consolidated  balance sheet as an increase in
       stockholder's equity, net of deferred income taxes of $5.8 million and $5.2
       million, respectively.
  
       As a result of the merger of Time  Warner,  Inc.  ("Time  Warner") and TBS,
       which was consummated on October 10, 1996 (the "Merger Date"),  the Company
       received  approximately  552,000  shares of Time Warner  common  stock (the
       "Time Warner Stock") in exchange for all of the shares of TBS stock held by
       the Company as of the Merger  Date.  The closing  market  price of the Time
       Warner  Stock on the  Merger  Date was  $41.375  per share.  The  Company's
       investment in TBS had an historical cost of approximately $3.0 million.
  
  3.   RELATED PARTY TRANSACTIONS
  
       The  Company's  programming  costs,  management  fees (based on 6% of gross
       revenues)  and certain  administrative  costs are charged to the Company by
       Comcast  Corporation  ("Comcast"),  the Company's  indirect parent, and its
       subsidiaries.  These costs totaled $126.2 million,  $114.1  million,  $42.5
       million and $38.6 million for the nine and three months ended September 30,
       1996 and  1995,  respectively,  and are  included  in  operating,  selling,
       general and administrative expenses.
  
       Due from affiliates in the Company's condensed  consolidated  balance sheet
       primarily  consists of cash transfers to the Company's  parent under a cash
       management  program,  net of expenses charged to the Company by Comcast and
       its subsidiaries.
  
                                          5
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  4.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company recognized non-cash dividends on the preferred stock of Comcast
       Storer Finance Sub, Inc., an indirect  wholly owned  subsidiary of Comcast,
       of  approximately  $67.0 million and $57.2  million  during the nine months
       ended  September  30,  1996 and 1995,  respectively.  The  preferred  stock
       dividends  recognized were credited to additional  capital in the Company's
       condensed consolidated balance sheet.
  
  5.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect  the  financial  position,   results  of  operations  or
       liquidity of the Company.
  
       The Company has settled the majority of outstanding proceedings challenging
       its rates charged for  regulated  cable  services.  In December  1995,  the
       Federal  Communications  Commission  ("FCC")  adopted an order  approving a
       negotiated  settlement of rate  complaints  pending against the Company for
       cable programming service tiers ("CPSTs") which provided approximately $3.9
       million in refunds, plus interest, being given in the form of bill credits,
       to approximately 490,000 of the Company's cable subscribers.  Approximately
       $3.7 million and $1.2 million of bill credits for such  refunds,  including
       interest,  were given during the nine and three months ended  September 30,
       1996,  respectively.  This FCC order resolved the Company's  benchmark rate
       cases  covering  the  period  September  1993  through  July  1994  and the
       Company's  cost-of-service  cases for CPSTs  covering the period  September
       1993 through  December  1995.  As part of the  negotiated  settlement,  the
       Company  agreed to forego certain  inflation and external cost  adjustments
       for systems covered by its  cost-of-service  filings for CPSTs. The Company
       currently  is  seeking  to  justify  rates for  basic  cable  services  and
       equipment in certain of its cable  systems in the State of  Connecticut  on
       the  basis of a  cost-of-service  showing.  The  State of  Connecticut  has
       ordered  the  Company  to  reduce  such  rates  and  to  make   refunds  to
       subscribers.  The Company has appealed the Connecticut decision to the FCC.
       The Company's  management  believes  that the ultimate  resolution of these
       pending  regulatory  matters will not have a material adverse impact on the
       Company's financial position, results of operations or liquidity.
  
                                          6
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS
  
  General Developments of Business
  
  As a result of the  merger of Time  Warner,  Inc.  ("Time  Warner")  and  Turner
  Broadcasting  System,  Inc.  ("TBS"),  which was consummated on October 10, 1996
  (the "Merger Date"), the Company received  approximately  552,000 shares of Time
  Warner common stock (the "Time Warner  Stock") in exchange for all of the shares
  of TBS stock held by the Company as of the Merger Date. The closing market price
  of the Time Warner Stock on the Merger Date was $41.375 per share. The Company's
  investment in TBS, which was classified as a long-term  investment available for
  sale, had an historical cost of approximately $3.0 million.
  
  Liquidity and Capital Resources
  
  The Company's  business is capital  intensive and continually  requires cash for
  development  and  expansion.  The  Company has  historically  met its cash needs
  through its cash and cash equivalents,  cash flows from operating  activities as
  well as interest and principal  received on certain securities issued by Comcast
  Storer  Finance  Sub,  Inc.,  an indirect  wholly  owned  subsidiary  of Comcast
  Corporation, to the Company (the "Finance Sub Securities").
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity needs and capital requirements,  including fixed charges,  through its
  cash  flows  from  operating  activities,  existing  cash and cash  equivalents,
  interest and principal received on the Finance Sub Securities,  amounts due from
  affiliates and other external financing.
  
  Results of Operations
  
  Summarized  consolidated  financial information for the Company for the nine and
  three  months  ended  September  30,  1996 and 1995 is as  follows  (dollars  in
  millions, "NM" denotes percentage is not meaningful):
  <TABLE>
  <CAPTION>
  
                                                        Nine Months Ended
                                                          September 30,          Increase
                                                        1996        1995        $         %
  <S>                                                <C>         <C>        <C>          <C> 
  Service income ...............................     $  321.1    $  295.6   $  25.5      8.6%
  Operating, selling, general and administrative
     expenses ..................................        201.9       187.8      14.1      7.5
                                                     --------    --------
  
  Operating income before depreciation and
     amortization (a) ..........................        119.2       107.8      11.4     10.6
  Depreciation and amortization ................         77.2        73.1       4.1      5.6
                                                     --------    --------
  
  Operating income .............................         42.0        34.7       7.3     21.0
                                                     --------    --------
  
  Interest expense .............................         12.5        11.9       0.6      5.0
  Investment income and other ..................         (0.2)                  0.2      NM
  Income tax expense ...........................         15.5        11.0       4.5     40.9
                                                     --------    --------
  
  Net income ...................................     $   14.2    $   11.8   $   2.4     20.3%
                                                     ========    ========
  <FN>
  ------
  (a) See footnote (1) on page 8.
  </FN>
  </TABLE>
  
                                          7
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  <TABLE>
  <CAPTION>
  
                                                      Three Months Ended
                                                         September 30,    Increase / (Decrease)
                                                       1996       1995        $         %
  <S>                                                <C>        <C>        <C>          <C> 
  Service income ...............................     $  107.6   $  101.3   $  6.3       6.2%
  Operating, selling, general and administrative
     expenses ..................................         67.9       64.0      3.9       6.1
                                                     --------    --------
  Operating income before depreciation and
     amortization (1) ..........................         39.7       37.3      2.4       6.4
  Depreciation and amortization ................         24.2       26.5     (2.3)     (8.7)
                                                     --------    --------
  Operating income .............................         15.5       10.8      4.7      43.5
                                                     --------    --------
  Interest expense .............................          4.1        4.1
  Income tax expense ...........................          5.7        3.3      2.4      72.7
                                                     --------    --------
  
  Net income ...................................     $    5.7   $    3.4   $  2.3      67.6%
                                                     ========    ========
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  business as "operating cash flow." Operating cash flow
       is a measure  of a  company's  ability  to  generate  cash to  service  its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  business  and  the  resulting   significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for evaluating the Company's  business.  Operating
       cash flow does not purport to represent  net income or net cash provided by
       operating  activities,  as those terms are defined under generally accepted
       accounting  principles,  and should not be considered as an  alternative to
       such measurements as an indicator of the Company's performance.
  </FN>
  </TABLE>
  
  Of the $25.5 million and $6.3 million  increases in service  income for the nine
  and three months  periods  from 1995 to 1996,  $7.0 million and $2.2 million are
  attributable  to subscriber  growth,  $17.2  million and $4.9 million  relate to
  increases  in rates and $1.3  million  and  ($800,000)  relate to other  product
  offerings.
  
  Of the $14.1 million and $3.9 million increases in operating,  selling,  general
  and  administrative  expenses for the nine and three month  periods from 1995 to
  1996, $9.6 million and $3.5 million are attributable to increases in the cost of
  cable  programming  as a result of  subscriber  growth,  additional  programming
  offerings  and  changes  in rates and $4.5  million  and  $400,000  result  from
  increases  in the  cost of  labor  and  other  volume  related  expenses.  It is
  anticipated  that the Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
  The $4.1 million increase in depreciation and amortization  expense for the nine
  month  period from 1995 to 1996 is  primarily  due to the effects of the rebuild
  and upgrade,  in certain areas, of the Company's  cable plant.  The $2.3 million
  decrease in  depreciation  and  amortization  expense for the three month period
  from 1995 to 1996 is  primarily  attributable  to the timing of the  rebuild and
  upgrade, in certain areas, of the Company's cable plant.
  
  The $4.5 million and $2.4  million  increases in income tax expense for the nine
  and three month  periods  from 1995 to 1996 are  primarily  attributable  to the
  increases in income before income tax expense.
  
  For the nine and three months ended  September 30, 1996 and 1995,  the Company's
  earnings before income tax expense and fixed charges (interest expense) of $42.2
  million, $34.8 million, $15.5 million and $10.8 million, respectively,  exceeded
  its fixed  charges  of $12.5  million,  $11.9  million,  $4.1  million  and $4.1
  million, respectively.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
                                          8
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
  Regulatory Developments
  
  The Company has settled the majority of outstanding  proceedings challenging its
  rates  charged for  regulated  cable  services.  In December  1995,  the Federal
  Communications  Commission  ("FCC")  adopted  an order  approving  a  negotiated
  settlement of rate complaints  pending against the Company for cable programming
  service tiers  ("CPSTs") which provided  approximately  $3.9 million in refunds,
  plus interest, being given in the form of bill credits, to approximately 490,000
  of the Company's cable subscribers.  Approximately $3.7 million and $1.2 million
  of bill credits for such refunds, including interest, were given during the nine
  and three months ended September 30, 1996, respectively. This FCC order resolved
  the Company's  benchmark rate cases  covering the period  September 1993 through
  July 1994 and the Company's  cost-of-service cases for CPSTs covering the period
  September 1993 through December 1995. As part of the negotiated settlement,  the
  Company agreed to forego  certain  inflation and external cost  adjustments  for
  systems covered by its cost-of-service  filings for CPSTs. The Company currently
  is seeking to justify rates for basic cable services and equipment in certain of
  its cable systems in the State of Connecticut on the basis of a  cost-of-service
  showing.  The State of Connecticut  has ordered the Company to reduce such rates
  and to make refunds to  subscribers.  The Company has  appealed the  Connecticut
  decision  to the FCC.  The  Company's  management  believes  that  the  ultimate
  resolution of these pending  regulatory matters will not have a material adverse
  impact on the Company's financial position, results of operations or liquidity.
  
  PART II. OTHER INFORMATION
  
  ITEM 1. Legal Proceedings
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       financial position, results of operations or liquidity.
  
  ITEM 6. Exhibits and Reports on Form 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K - None.
  
                                          9
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                           STORER COMMUNICATIONS, INC.
  
  
                                           /s/ JOSEPH J. EUTENEUER
                                           -----------------------------------
                                           Joseph J. Euteneuer
                                           Vice President and Corporate Controller
                                           (Acting Principal Financial 
                                           and Accounting Officer)
  
  
  Date: November 13, 1996
  
                                         10
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metadata_filer: {"company-data": {"conformed-name": "STORER COMMUNICATIONS INC", "cik": "0000094679", "assigned-sic": "4841", "irs-number": "592638096", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-03872", "film-number": "96661191"}, "business-address": {"street1": "CENTER SQUARE EAST TOWER", "street2": "1500 MARKET STREET 33RD FLOOR", "city": "PHILADELPHIA", "state": "PA", "zip": "19192-2148", "phone": "2156651700"}}
text: 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 1-3872
  
                             STORER COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                       59-2638096
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
               Yes  [X]                                      No  [ ]
  
                             --------------------------
  
  As of September 30, 1996, there were 239.99 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions H (1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                  TABLE OF CONTENTS
  
                                                                           Page
                                                                          Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet as of 
                      September 30, 1996 and December 31, 1995 
                      (Unaudited)                                            2
  
                      Condensed Consolidated Statement of Operations and
                      Accumulated Deficit for the Nine and Three Months 
                      Ended September 30, 1996 and 1995 (Unaudited)          3
  
                      Condensed Consolidated Statement of Cash Flows for 
                      the Nine Months Ended September 30, 1996 and 1995
                      (Unaudited)                                            4
  
                      Notes to Condensed Consolidated Financial 
                      Statements (Unaudited)                               5-6
  
            Item 2.   Management's  Discussion  and Analysis of 
                      Financial Condition and Results of Operations        7-9
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings                                      9
  
            Item 6.   Exhibits and Reports on Form 8-K                       9
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  commitments  and  the  effects  of  future  regulation.   Such   forward-looking
  information  involves important risks and uncertainties that could significantly
  affect   expected   results  in  the  future   from  those   expressed   in  any
  forward-looking  statements  made by, or on behalf of, the Company.  These risks
  and uncertainties  include,  but are not limited to,  uncertainties  relating to
  economic  conditions,  acquisitions and divestitures,  government and regulatory
  policies, the pricing and availability of equipment, materials,  inventories and
  programming,   technological   developments   and  changes  in  the  competitive
  environment in which the Company operates.
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  PART I.    FINANCIAL INFORMATION
  
  ITEM 1.    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in thousands)
                                                                                       September 30,        December 31,
                                                                                           1996                 1995
  ASSETS
  Cash and cash equivalents ................................................          $     1,282           $     1,386
                                                                                      -----------           -----------
  Accounts receivable, less allowance for doubtful
     accounts of $2,935 and $2,605 .........................................               12,923                14,737
                                                                                      -----------           -----------
  Prepaid charges and other ................................................                5,051                 3,701
                                                                                      -----------           -----------
  
  Property and equipment ...................................................              703,413               671,153
     Accumulated depreciation ..............................................             (329,182)             (307,945)
                                                                                      -----------           -----------
     Property and equipment, net ...........................................              374,231               363,208
                                                                                      -----------           -----------
  
  Deferred charges .........................................................            1,495,177             1,492,906
     Accumulated amortization ..............................................             (296,246)             (267,680)
                                                                                      -----------           -----------
     Deferred charges, net .................................................            1,198,931             1,225,226
                                                                                      -----------           -----------
  
  Due from affiliates ......................................................              253,101               215,013
  Investment................................................................               19,493                17,941
  Other assets..............................................................                3,858                 3,844
                                                                                      -----------           -----------
  
                                                                                      $ 1,868,870           $ 1,845,056
                                                                                      ===========           ===========
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  Accounts payable and accrued expenses ....................................          $    49,941           $    54,310
  Accrued interest..........................................................                5,232                 1,749
  Other liabilities ........................................................               23,542                33,136
  Debt .....................................................................              126,086               124,615
  Deferred income taxes ....................................................              472,794               456,658
                                                                                      -----------           -----------
         Total liabilities .................................................              677,595               670,468
                                                                                      -----------           -----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common  stock,  $.01  par  value - authorized,  10,000  shares;
         issued  and outstanding, 239.99 shares
     Additional capital ....................................................            2,993,544             2,923,635
     Accumulated deficit ...................................................           (1,114,412)           (1,128,642)
     Unrealized gain on marketable securities ..............................               10,716                 9,707
     Finance Sub securities ................................................             (698,573)             (630,112)
                                                                                      -----------           -----------
  
         Total stockholder's equity ........................................            1,191,275             1,174,588
                                                                                      -----------           -----------
  
                                                                                      $ 1,868,870           $ 1,845,056
                                                                                      ===========           ===========
  See notes to condensed consolidated financial statements.
  
                                          2
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Dollars in thousands)
                                                    Nine Months Ended                Three Months Ended
                                                      September 30,                     September 30,
                                                  1996            1995              1996             1995
  SERVICE INCOME .......................     $   321,077      $   295,570      $   107,577      $   101,263
                                             -----------      -----------      -----------      -----------
  
  COSTS AND EXPENSES
     Operating .........................         138,333          127,945           46,259           43,767
     Selling, general and administrative          63,569           59,857           21,626           20,216
     Depreciation and amortization .....          77,187           73,086           24,210           26,496
                                             -----------      -----------      -----------      -----------
                                                 279,089          260,888           92,095           90,479
                                             -----------      -----------      -----------      -----------
  
  OPERATING INCOME .....................          41,988           34,682           15,482           10,784
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense ..................          12,474           11,927            4,143            4,092
     Investment income and other .......            (224)             (69)             (57)             (16)
                                             -----------      -----------      -----------      -----------
                                                  12,250           11,858            4,086            4,076
                                             -----------      -----------      -----------      -----------
  
  INCOME BEFORE INCOME TAX EXPENSE .....          29,738           22,824           11,396            6,708
  
  INCOME TAX EXPENSE ...................          15,508           10,990            5,688            3,349
                                             -----------      -----------      -----------      -----------
  NET INCOME ...........................          14,230           11,834            5,708            3,359
  
  ACCUMULATED DEFICIT
  
     Beginning of period ...............      (1,128,642)      (1,144,253)      (1,120,120)      (1,135,778)
                                             -----------      -----------      -----------      -----------
     End of period .....................     ($1,114,412)     ($1,132,419)     ($1,114,412)     ($1,132,419)
                                             ===========      ===========      ===========      ===========
  See notes to condensed consolidated financial statements.
  
                                          3
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in thousands)
                                                                        Nine Months Ended September 30,
                                                                            1996            1995
  OPERATING ACTIVITIES
     Net income ....................................................     $  14,230      $  11,834
     Adjustments to reconcile net income to
      net cash provided by operating activities:
       Depreciation and amortization ...............................        77,187         73,086
       Non-cash interest expense ...................................         1,847          1,790
       Deferred income tax expense (benefit) .......................        14,008         (3,199)
                                                                         ---------      ---------
                                                                           107,272         83,511
       Decrease (increase) in accounts receivable, prepaid charges
         and other and other assets ................................           450         (3,942)
       (Decrease) increase in accounts payable and accrued expenses,
         accrued interest and other liabilities ....................       (10,856)         2,329
                                                                         ---------      ---------
  
           Net cash provided by operating activities ...............        96,866         81,898
                                                                         ---------      ---------
  
  FINANCING ACTIVITIES
     Net transactions with affiliates ..............................       (38,088)       (26,744)
                                                                         ---------      ---------
  
           Net cash used in financing activities ...................       (38,088)       (26,744)
                                                                         ---------      ---------
  
  INVESTING ACTIVITIES
     Additions to property and equipment and other .................       (61,915)       (60,119)
     Receipts on Finance Sub securities ............................         3,033          4,598
                                                                         ---------      ---------
  
           Net cash used in investing activities ...................       (58,882)       (55,521)
                                                                         ---------      ---------
  
  DECREASE IN CASH AND CASH EQUIVALENTS ............................          (104)          (367)
  
  CASH AND CASH EQUIVALENTS, beginning of period ...................         1,386          1,329
                                                                         ---------      ---------
  
  CASH AND CASH EQUIVALENTS, end of period .........................     $   1,282      $     962
                                                                         =========      =========
  See notes to condensed consolidated financial statements.
  
                                          4
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  September  30,  1996,  the  condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       and  three  months  ended  September  30,  1996 and 1995 and the  condensed
       consolidated  statement of cash flows for the nine months  ended  September
       30, 1996 and 1995 have been  prepared by Storer  Communications,  Inc. (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all  adjustments  (which include only normal
       recurring  adjustments) necessary to present fairly the financial position,
       results of  operations  and cash flows as of September 30, 1996 and for all
       periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1996 are not necessarily indicative of operating results for the full year.
  
  2.   INVESTMENT
  
       As of  September  30, 1996 and  December  31,  1995,  the Company  holds an
       unrestricted equity investment in Turner Broadcasting System, Inc. ("TBS").
       This  investment,  which was classified as available for sale, was recorded
       at  its  estimated   fair  value  of  $19.5  million  and  $17.9   million,
       respectively,  based on the  quoted  market  prices as of such  dates.  The
       unrealized gain on this investment of $16.5 million and $14.9 million as of
       September 30, 1996 and December 31, 1995,  respectively,  has been reported
       in the  Company's  condensed  consolidated  balance sheet as an increase in
       stockholder's equity, net of deferred income taxes of $5.8 million and $5.2
       million, respectively.
  
       As a result of the merger of Time  Warner,  Inc.  ("Time  Warner") and TBS,
       which was consummated on October 10, 1996 (the "Merger Date"),  the Company
       received  approximately  552,000  shares of Time Warner  common  stock (the
       "Time Warner Stock") in exchange for all of the shares of TBS stock held by
       the Company as of the Merger  Date.  The closing  market  price of the Time
       Warner  Stock on the  Merger  Date was  $41.375  per share.  The  Company's
       investment in TBS had an historical cost of approximately $3.0 million.
  
  3.   RELATED PARTY TRANSACTIONS
  
       The  Company's  programming  costs,  management  fees (based on 6% of gross
       revenues)  and certain  administrative  costs are charged to the Company by
       Comcast  Corporation  ("Comcast"),  the Company's  indirect parent, and its
       subsidiaries.  These costs totaled $126.2 million,  $114.1  million,  $42.5
       million and $38.6 million for the nine and three months ended September 30,
       1996 and  1995,  respectively,  and are  included  in  operating,  selling,
       general and administrative expenses.
  
       Due from affiliates in the Company's condensed  consolidated  balance sheet
       primarily  consists of cash transfers to the Company's  parent under a cash
       management  program,  net of expenses charged to the Company by Comcast and
       its subsidiaries.
  
                                          5
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  4.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company recognized non-cash dividends on the preferred stock of Comcast
       Storer Finance Sub, Inc., an indirect  wholly owned  subsidiary of Comcast,
       of  approximately  $67.0 million and $57.2  million  during the nine months
       ended  September  30,  1996 and 1995,  respectively.  The  preferred  stock
       dividends  recognized were credited to additional  capital in the Company's
       condensed consolidated balance sheet.
  
  5.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect  the  financial  position,   results  of  operations  or
       liquidity of the Company.
  
       The Company has settled the majority of outstanding proceedings challenging
       its rates charged for  regulated  cable  services.  In December  1995,  the
       Federal  Communications  Commission  ("FCC")  adopted an order  approving a
       negotiated  settlement of rate  complaints  pending against the Company for
       cable programming service tiers ("CPSTs") which provided approximately $3.9
       million in refunds, plus interest, being given in the form of bill credits,
       to approximately 490,000 of the Company's cable subscribers.  Approximately
       $3.7 million and $1.2 million of bill credits for such  refunds,  including
       interest,  were given during the nine and three months ended  September 30,
       1996,  respectively.  This FCC order resolved the Company's  benchmark rate
       cases  covering  the  period  September  1993  through  July  1994  and the
       Company's  cost-of-service  cases for CPSTs  covering the period  September
       1993 through  December  1995.  As part of the  negotiated  settlement,  the
       Company  agreed to forego certain  inflation and external cost  adjustments
       for systems covered by its  cost-of-service  filings for CPSTs. The Company
       currently  is  seeking  to  justify  rates for  basic  cable  services  and
       equipment in certain of its cable  systems in the State of  Connecticut  on
       the  basis of a  cost-of-service  showing.  The  State of  Connecticut  has
       ordered  the  Company  to  reduce  such  rates  and  to  make   refunds  to
       subscribers.  The Company has appealed the Connecticut decision to the FCC.
       The Company's  management  believes  that the ultimate  resolution of these
       pending  regulatory  matters will not have a material adverse impact on the
       Company's financial position, results of operations or liquidity.
  
                                          6
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS
  
  General Developments of Business
  
  As a result of the  merger of Time  Warner,  Inc.  ("Time  Warner")  and  Turner
  Broadcasting  System,  Inc.  ("TBS"),  which was consummated on October 10, 1996
  (the "Merger Date"), the Company received  approximately  552,000 shares of Time
  Warner common stock (the "Time Warner  Stock") in exchange for all of the shares
  of TBS stock held by the Company as of the Merger Date. The closing market price
  of the Time Warner Stock on the Merger Date was $41.375 per share. The Company's
  investment in TBS, which was classified as a long-term  investment available for
  sale, had an historical cost of approximately $3.0 million.
  
  Liquidity and Capital Resources
  
  The Company's  business is capital  intensive and continually  requires cash for
  development  and  expansion.  The  Company has  historically  met its cash needs
  through its cash and cash equivalents,  cash flows from operating  activities as
  well as interest and principal  received on certain securities issued by Comcast
  Storer  Finance  Sub,  Inc.,  an indirect  wholly  owned  subsidiary  of Comcast
  Corporation, to the Company (the "Finance Sub Securities").
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity needs and capital requirements,  including fixed charges,  through its
  cash  flows  from  operating  activities,  existing  cash and cash  equivalents,
  interest and principal received on the Finance Sub Securities,  amounts due from
  affiliates and other external financing.
  
  Results of Operations
  
  Summarized  consolidated  financial information for the Company for the nine and
  three  months  ended  September  30,  1996 and 1995 is as  follows  (dollars  in
  millions, "NM" denotes percentage is not meaningful):
  Nine Months Ended
                                                          September 30,          Increase
                                                        1996        1995        $         %
  Service income ...............................     $  321.1    $  295.6   $  25.5      8.6%
  Operating, selling, general and administrative
     expenses ..................................        201.9       187.8      14.1      7.5
                                                     --------    --------
  
  Operating income before depreciation and
     amortization (a) ..........................        119.2       107.8      11.4     10.6
  Depreciation and amortization ................         77.2        73.1       4.1      5.6
                                                     --------    --------
  
  Operating income .............................         42.0        34.7       7.3     21.0
                                                     --------    --------
  
  Interest expense .............................         12.5        11.9       0.6      5.0
  Investment income and other ..................         (0.2)                  0.2      NM
  Income tax expense ...........................         15.5        11.0       4.5     40.9
                                                     --------    --------
  
  Net income ...................................     $   14.2    $   11.8   $   2.4     20.3%
                                                     ========    ========
  ------
  (a) See footnote (1) on page 8.
  7
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  Three Months Ended
                                                         September 30,    Increase / (Decrease)
                                                       1996       1995        $         %
  Service income ...............................     $  107.6   $  101.3   $  6.3       6.2%
  Operating, selling, general and administrative
     expenses ..................................         67.9       64.0      3.9       6.1
                                                     --------    --------
  Operating income before depreciation and
     amortization (1) ..........................         39.7       37.3      2.4       6.4
  Depreciation and amortization ................         24.2       26.5     (2.3)     (8.7)
                                                     --------    --------
  Operating income .............................         15.5       10.8      4.7      43.5
                                                     --------    --------
  Interest expense .............................          4.1        4.1
  Income tax expense ...........................          5.7        3.3      2.4      72.7
                                                     --------    --------
  
  Net income ...................................     $    5.7   $    3.4   $  2.3      67.6%
                                                     ========    ========
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  business as "operating cash flow." Operating cash flow
       is a measure  of a  company's  ability  to  generate  cash to  service  its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  business  and  the  resulting   significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for evaluating the Company's  business.  Operating
       cash flow does not purport to represent  net income or net cash provided by
       operating  activities,  as those terms are defined under generally accepted
       accounting  principles,  and should not be considered as an  alternative to
       such measurements as an indicator of the Company's performance.
  Of the $25.5 million and $6.3 million  increases in service  income for the nine
  and three months  periods  from 1995 to 1996,  $7.0 million and $2.2 million are
  attributable  to subscriber  growth,  $17.2  million and $4.9 million  relate to
  increases  in rates and $1.3  million  and  ($800,000)  relate to other  product
  offerings.
  
  Of the $14.1 million and $3.9 million increases in operating,  selling,  general
  and  administrative  expenses for the nine and three month  periods from 1995 to
  1996, $9.6 million and $3.5 million are attributable to increases in the cost of
  cable  programming  as a result of  subscriber  growth,  additional  programming
  offerings  and  changes  in rates and $4.5  million  and  $400,000  result  from
  increases  in the  cost of  labor  and  other  volume  related  expenses.  It is
  anticipated  that the Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
  The $4.1 million increase in depreciation and amortization  expense for the nine
  month  period from 1995 to 1996 is  primarily  due to the effects of the rebuild
  and upgrade,  in certain areas, of the Company's  cable plant.  The $2.3 million
  decrease in  depreciation  and  amortization  expense for the three month period
  from 1995 to 1996 is  primarily  attributable  to the timing of the  rebuild and
  upgrade, in certain areas, of the Company's cable plant.
  
  The $4.5 million and $2.4  million  increases in income tax expense for the nine
  and three month  periods  from 1995 to 1996 are  primarily  attributable  to the
  increases in income before income tax expense.
  
  For the nine and three months ended  September 30, 1996 and 1995,  the Company's
  earnings before income tax expense and fixed charges (interest expense) of $42.2
  million, $34.8 million, $15.5 million and $10.8 million, respectively,  exceeded
  its fixed  charges  of $12.5  million,  $11.9  million,  $4.1  million  and $4.1
  million, respectively.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
                                          8
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Regulatory Developments
  
  The Company has settled the majority of outstanding  proceedings challenging its
  rates  charged for  regulated  cable  services.  In December  1995,  the Federal
  Communications  Commission  ("FCC")  adopted  an order  approving  a  negotiated
  settlement of rate complaints  pending against the Company for cable programming
  service tiers  ("CPSTs") which provided  approximately  $3.9 million in refunds,
  plus interest, being given in the form of bill credits, to approximately 490,000
  of the Company's cable subscribers.  Approximately $3.7 million and $1.2 million
  of bill credits for such refunds, including interest, were given during the nine
  and three months ended September 30, 1996, respectively. This FCC order resolved
  the Company's  benchmark rate cases  covering the period  September 1993 through
  July 1994 and the Company's  cost-of-service cases for CPSTs covering the period
  September 1993 through December 1995. As part of the negotiated settlement,  the
  Company agreed to forego  certain  inflation and external cost  adjustments  for
  systems covered by its cost-of-service  filings for CPSTs. The Company currently
  is seeking to justify rates for basic cable services and equipment in certain of
  its cable systems in the State of Connecticut on the basis of a  cost-of-service
  showing.  The State of Connecticut  has ordered the Company to reduce such rates
  and to make refunds to  subscribers.  The Company has  appealed the  Connecticut
  decision  to the FCC.  The  Company's  management  believes  that  the  ultimate
  resolution of these pending  regulatory matters will not have a material adverse
  impact on the Company's financial position, results of operations or liquidity.
  
  PART II. OTHER INFORMATION
  
  ITEM 1. Legal Proceedings
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       financial position, results of operations or liquidity.
  
  ITEM 6. Exhibits and Reports on Form 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K - None.
  
                                          9
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                           STORER COMMUNICATIONS, INC.
  
                                           /s/ JOSEPH J. EUTENEUER
                                           -----------------------------------
                                           Joseph J. Euteneuer
                                           Vice President and Corporate Controller
                                           (Acting Principal Financial 
                                           and Accounting Officer)
  
  Date: November 13, 1996
  
                                         10