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:
                                   MARCH 31, 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 March 31, 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 MARCH 31, 1996
  
                                  TABLE OF CONTENTS
  
  
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet at March 31, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31, 1996
                      and 1995 (Unaudited).....................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31, 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 - 8
  
  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 MARCH 31, 1996
  
  PART I.    FINANCIAL INFORMATION
  
  ITEM 1.    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                  March 31,                 December 31,
                                                                                    1996                        1995
  <S>                                                                           <C>                          <C>   
  ASSETS
  Cash and cash equivalents.................................................        $1,221                       $1,386
  Accounts receivable, less allowance for doubtful
     accounts of $2,344 and $2,605..........................................        11,263                       14,737
  Prepaid charges and other.................................................         4,252                        3,701
  
  Property and equipment....................................................       677,089                      671,153
     Accumulated depreciation...............................................      (314,569)                    (307,945)
                                                                                ----------                   ----------
  
     Property and equipment, net............................................       362,520                      363,208
                                                                                ----------                   ----------
  
  Deferred charges..........................................................     1,493,593                    1,492,906
     Accumulated amortization...............................................      (277,168)                    (267,680)
                                                                                ----------                   ----------
  
     Deferred charges, net..................................................     1,216,425                    1,225,226
                                                                                ----------                   ----------
  
  Due from affiliates.......................................................       230,111                      215,013
  Investment................................................................        18,717                       17,941
  Other assets..............................................................         4,150                        3,844
                                                                                ----------                   ----------
  
                                                                                $1,848,659                   $1,845,056
                                                                                ==========                   ==========
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  Accounts payable and accrued expenses.....................................       $49,085                      $54,310
  Accrued interest..........................................................         5,231                        1,749
  Other liabilities.........................................................        31,136                       33,136
  Debt.  ...................................................................       125,090                      124,615
  Deferred income taxes.....................................................       460,968                      456,658
                                                                                ----------                   ----------
  
         Total liabilities..................................................       671,510                      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.....................................................     2,946,942                    2,923,635
     Accumulated deficit....................................................    (1,126,056)                  (1,128,642)
     Unrealized gain on marketable securities...............................        10,212                        9,707
     Finance Sub securities.................................................      (653,949)                    (630,112)
                                                                                ----------                   ----------
  
         Total stockholder's equity.........................................     1,177,149                    1,174,588
                                                                                ----------                   ----------
  
                                                                                $1,848,659                   $1,845,056
                                                                                ==========                   ==========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                      Three Months Ended March 31,
                                                                                    1996                      1995
  <S>                                                                        <C>                           <C>    
  SERVICE INCOME............................................................      $103,880                      $95,418
                                                                               -----------                  ----------- 
  
  COSTS AND EXPENSES
     Operating..............................................................        46,164                       43,320
     Selling, general and administrative....................................        20,786                       19,511
     Depreciation and amortization..........................................        26,256                       21,736
                                                                               -----------                  ----------- 
  
                                                                                    93,206                       84,567
                                                                               -----------                  ----------- 
  
  OPERATING INCOME..........................................................        10,674                       10,851
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense.......................................................         4,189                        4,021
     Investment income......................................................          (109)                         (39)
                                                                               -----------                  ----------- 
  
                                                                                     4,080                        3,982
                                                                               -----------                  ----------- 
  
  INCOME BEFORE INCOME TAX EXPENSE..........................................         6,594                        6,869
  
  INCOME TAX EXPENSE........................................................         4,008                        3,405
                                                                               -----------                  ----------- 
  
  NET INCOME................................................................         2,586                        3,464
  
  ACCUMULATED DEFICIT
  
     Beginning of period ...................................................    (1,128,642)                  (1,144,253)
                                                                               -----------                  ----------- 
  
     End of period..........................................................   ($1,126,056)                 ($1,140,789)
                                                                               ===========                  =========== 
  </TABLE>
  
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                      Three Months Ended March 31,
                                                                                    1996                          1995
  <S>                                                                            <C>                          <C>   
  OPERATING ACTIVITIES
     Net income.............................................................        $2,586                       $3,464
     Adjustments to reconcile net income to
      net cash provided by operating activities:
       Depreciation and amortization........................................        26,256                       21,736
       Non-cash interest expense............................................           707                          455
       Deferred income tax expense (benefit)................................         3,508                       (1,087)
                                                                                   -------                      ------- 
  
                                                                                    33,057                       24,568
  
       Decrease in accounts receivable, prepaid charges
         and other and other assets.........................................         2,617                          728
       Decrease in accounts payable and accrued expenses,
         accrued interest and other liabilities.............................        (3,974)                        (768)
                                                                                   -------                      ------- 
  
           Net cash provided by operating activities........................        31,700                       24,528
                                                                                   -------                      ------- 
  
  
  FINANCING ACTIVITIES
     Net transactions with affiliates.......................................       (15,098)                     (10,188)
                                                                                   -------                      ------- 
  
           Net cash used in financing activities............................       (15,098)                     (10,188)
                                                                                   -------                      ------- 
  
  INVESTING ACTIVITIES
     Additions to property and equipment and other..........................       (16,767)                     (14,508)
                                                                                   -------                      ------- 
  
           Net cash used in investing activities............................       (16,767)                     (14,508)
                                                                                   -------                      ------- 
  
  DECREASE IN CASH AND CASH EQUIVALENTS.....................................          (165)                        (168)
  
  CASH AND CASH EQUIVALENTS, beginning of period............................         1,386                        1,329
                                                                                   -------                      ------- 
  
  CASH AND CASH EQUIVALENTS, end of period..................................        $1,221                       $1,161
                                                                                    ======                       ======
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
  
                                                         4
  
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The  condensed  consolidated  balance  sheet at December  31, 1995 has been
       condensed  from the  audited  balance  sheet at that  date.  The  condensed
       consolidated balance sheet at March 31, 1996 and the condensed consolidated
       statements of operations and accumulated  deficit and of cash flows for the
       three  months  ended March 31,  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
       at March 31, 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 period ended March 31, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   INVESTMENT
  
       As of March 31, 1996 and  December  31, 1995,  the  Company's  unrestricted
       publicly  traded equity  investment,  classified as available for sale, was
       recorded at its estimated  fair value of $18.7  million and $17.9  million,
       respectively,  based  on the  quoted  market  prices  at  such  dates.  The
       unrealized gain on this investment of $15.7 million and $14.9 million as of
       March 31, 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 $5.5 million and $5.2
       million, respectively.
  
  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  $41.4 million and $37.7 million  during
       the three  months  ended  March 31,  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.
  
  4.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company recognized non-cash dividends on the preferred stock of Comcast
       Storer Finance Sub, Inc. of  approximately  $22.3 million and $19.1 million
       during the three  months ended March 31, 1996 and 1995,  respectively.  The
       preferred  stock  dividends  recognized  were  credited  to  the  Company's
       additional capital.
  
  
                                          5
  <PAGE>
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  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 or results of operations 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
       $1.2 million of bill credits for such  refunds,  including  interest,  were
       given during the three months ended March 31, 1996. 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 FCC's order has been appealed to a federal appellate
       court by a local franchising authority whose rate complaint against Comcast
       was resolved by the negotiated settlement. 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 or results of
       operations.
  
  
  
                                          6
  <PAGE>
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           OF OPERATIONS
  
  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 three
  months ended March 31, 1996 and 1995 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                     Three Months Ended
                                                                          March 31,            Increase / (Decrease)
                                                                     1996         1995            $            %
  <S>                                                             <C>           <C>           <C>          <C> 
  Service income............................................         $103.9        $95.4         $8.5         8.9%
  Operating, selling, general and administrative
     expenses...............................................           67.0         62.8          4.2         6.7
                                                                     ------        -----
  
  Operating income before depreciation and
     amortization (1) ......................................           36.9         32.6          4.3        13.2
  Depreciation and amortization.............................           26.2         21.7          4.5        20.7
                                                                     ------        -----
  
  Operating income..........................................           10.7         10.9         (0.2)       (1.8)
                                                                     ------        -----
  
  Interest expense..........................................            4.2          4.0          0.2         5.0
  Investment income.........................................           (0.1)                      0.1          NM
  Income tax expense........................................            4.0          3.4          0.6        17.6
                                                                     ------        -----
  
  Net income................................................           $2.6         $3.5        ($0.9)      (25.7%)
                                                                       ====         ==== 
  <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 comparing 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 $8.5 million  increase in service income from 1995 to 1996,  $2.5 million
  is attributable to subscriber  growth,  $4.9 million relates to changes in rates
  and $1.1 million relates to growth in other product offerings.
  
  
                                          7
  
  
  <PAGE>
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  Of the $4.2 million increase in operating,  selling,  general and administrative
  expenses  from 1995 to 1996,  $2.9 million is  attributable  to increases in the
  costs  of  cable  programming  as a  result  of  subscriber  growth,  additional
  programming  offerings  and  changes  in rates  and $1.3  million  results  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 increase in depreciation and amortization  expense of $4.5 million from 1995
  to 1996 is primarily due to the effects of capital  expenditures and the rebuild
  and upgrade of certain of the Company's cable plant.
  
  For the three  months  ended March 31,  1996 and 1995,  the  Company's  earnings
  before income tax expense and fixed charges (interest  expense) of $10.8 million
  and $10.9 million, respectively,  exceeded its fixed charges of $4.2 million and
  $4.0 million, respectively.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  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 $1.2 million of bill credits
  for such refunds,  including interest,  were given during the three months ended
  March 31, 1996.  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 FCC's  order has been  appealed  to a
  federal  appellate court by a local  franchising  authority whose rate complaint
  against Comcast was resolved by the negotiated settlement. 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 or results of operations.
  
                                          8
  
  
  <PAGE>
  
                    STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  
  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 or results of operations.
  
  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 MARCH 31, 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/ LAWRENCE S. SMITH
                                      --------------------------------------------
                                      Lawrence S. Smith
                                      Senior Vice President
                                      Accounting and Administration
                                      (Chief Accounting Officer)
  
  
  
  Date: May 15, 1996
  
                                         10
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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:
                                   MARCH 31, 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 March 31, 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 MARCH 31, 1996
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet at March 31, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31, 1996
                      and 1995 (Unaudited).....................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31, 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 - 8
  
  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 MARCH 31, 1996
  
  PART I.    FINANCIAL INFORMATION
  
  ITEM 1.    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in thousands)
                                                                                  March 31,                 December 31,
                                                                                    1996                        1995
  ASSETS
  Cash and cash equivalents.................................................        $1,221                       $1,386
  Accounts receivable, less allowance for doubtful
     accounts of $2,344 and $2,605..........................................        11,263                       14,737
  Prepaid charges and other.................................................         4,252                        3,701
  
  Property and equipment....................................................       677,089                      671,153
     Accumulated depreciation...............................................      (314,569)                    (307,945)
                                                                                ----------                   ----------
  
     Property and equipment, net............................................       362,520                      363,208
                                                                                ----------                   ----------
  
  Deferred charges..........................................................     1,493,593                    1,492,906
     Accumulated amortization...............................................      (277,168)                    (267,680)
                                                                                ----------                   ----------
  
     Deferred charges, net..................................................     1,216,425                    1,225,226
                                                                                ----------                   ----------
  
  Due from affiliates.......................................................       230,111                      215,013
  Investment................................................................        18,717                       17,941
  Other assets..............................................................         4,150                        3,844
                                                                                ----------                   ----------
  
                                                                                $1,848,659                   $1,845,056
                                                                                ==========                   ==========
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  Accounts payable and accrued expenses.....................................       $49,085                      $54,310
  Accrued interest..........................................................         5,231                        1,749
  Other liabilities.........................................................        31,136                       33,136
  Debt.  ...................................................................       125,090                      124,615
  Deferred income taxes.....................................................       460,968                      456,658
                                                                                ----------                   ----------
  
         Total liabilities..................................................       671,510                      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.....................................................     2,946,942                    2,923,635
     Accumulated deficit....................................................    (1,126,056)                  (1,128,642)
     Unrealized gain on marketable securities...............................        10,212                        9,707
     Finance Sub securities.................................................      (653,949)                    (630,112)
                                                                                ----------                   ----------
  
         Total stockholder's equity.........................................     1,177,149                    1,174,588
                                                                                ----------                   ----------
  
                                                                                $1,848,659                   $1,845,056
                                                                                ==========                   ==========
  See notes to condensed consolidated financial statements.
  
                                          2
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Dollars in thousands)
                                                                                      Three Months Ended March 31,
                                                                                    1996                      1995
  SERVICE INCOME............................................................      $103,880                      $95,418
                                                                               -----------                  ----------- 
  
  COSTS AND EXPENSES
     Operating..............................................................        46,164                       43,320
     Selling, general and administrative....................................        20,786                       19,511
     Depreciation and amortization..........................................        26,256                       21,736
                                                                               -----------                  ----------- 
  
                                                                                    93,206                       84,567
                                                                               -----------                  ----------- 
  
  OPERATING INCOME..........................................................        10,674                       10,851
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense.......................................................         4,189                        4,021
     Investment income......................................................          (109)                         (39)
                                                                               -----------                  ----------- 
  
                                                                                     4,080                        3,982
                                                                               -----------                  ----------- 
  
  INCOME BEFORE INCOME TAX EXPENSE..........................................         6,594                        6,869
  
  INCOME TAX EXPENSE........................................................         4,008                        3,405
                                                                               -----------                  ----------- 
  
  NET INCOME................................................................         2,586                        3,464
  
  ACCUMULATED DEFICIT
  
     Beginning of period ...................................................    (1,128,642)                  (1,144,253)
                                                                               -----------                  ----------- 
  
     End of period..........................................................   ($1,126,056)                 ($1,140,789)
                                                                               ===========                  ===========
  See notes to condensed consolidated financial statements.
  
                                          3
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in thousands)
                                                                                      Three Months Ended March 31,
                                                                                    1996                          1995
  OPERATING ACTIVITIES
     Net income.............................................................        $2,586                       $3,464
     Adjustments to reconcile net income to
      net cash provided by operating activities:
       Depreciation and amortization........................................        26,256                       21,736
       Non-cash interest expense............................................           707                          455
       Deferred income tax expense (benefit)................................         3,508                       (1,087)
                                                                                   -------                      ------- 
  
                                                                                    33,057                       24,568
  
       Decrease in accounts receivable, prepaid charges
         and other and other assets.........................................         2,617                          728
       Decrease in accounts payable and accrued expenses,
         accrued interest and other liabilities.............................        (3,974)                        (768)
                                                                                   -------                      ------- 
  
           Net cash provided by operating activities........................        31,700                       24,528
                                                                                   -------                      ------- 
  
  FINANCING ACTIVITIES
     Net transactions with affiliates.......................................       (15,098)                     (10,188)
                                                                                   -------                      ------- 
  
           Net cash used in financing activities............................       (15,098)                     (10,188)
                                                                                   -------                      ------- 
  
  INVESTING ACTIVITIES
     Additions to property and equipment and other..........................       (16,767)                     (14,508)
                                                                                   -------                      ------- 
  
           Net cash used in investing activities............................       (16,767)                     (14,508)
                                                                                   -------                      ------- 
  
  DECREASE IN CASH AND CASH EQUIVALENTS.....................................          (165)                        (168)
  
  CASH AND CASH EQUIVALENTS, beginning of period............................         1,386                        1,329
                                                                                   -------                      ------- 
  
  CASH AND CASH EQUIVALENTS, end of period..................................        $1,221                       $1,161
                                                                                    ======                       ======
  See notes to condensed consolidated financial statements.
  
                                                         4
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The  condensed  consolidated  balance  sheet at December  31, 1995 has been
       condensed  from the  audited  balance  sheet at that  date.  The  condensed
       consolidated balance sheet at March 31, 1996 and the condensed consolidated
       statements of operations and accumulated  deficit and of cash flows for the
       three  months  ended March 31,  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
       at March 31, 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 period ended March 31, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   INVESTMENT
  
       As of March 31, 1996 and  December  31, 1995,  the  Company's  unrestricted
       publicly  traded equity  investment,  classified as available for sale, was
       recorded at its estimated  fair value of $18.7  million and $17.9  million,
       respectively,  based  on the  quoted  market  prices  at  such  dates.  The
       unrealized gain on this investment of $15.7 million and $14.9 million as of
       March 31, 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 $5.5 million and $5.2
       million, respectively.
  
  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  $41.4 million and $37.7 million  during
       the three  months  ended  March 31,  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.
  
  4.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company recognized non-cash dividends on the preferred stock of Comcast
       Storer Finance Sub, Inc. of  approximately  $22.3 million and $19.1 million
       during the three  months ended March 31, 1996 and 1995,  respectively.  The
       preferred  stock  dividends  recognized  were  credited  to  the  Company's
       additional capital.
  
                                          5
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  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 or results of operations 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
       $1.2 million of bill credits for such  refunds,  including  interest,  were
       given during the three months ended March 31, 1996. 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 FCC's order has been appealed to a federal appellate
       court by a local franchising authority whose rate complaint against Comcast
       was resolved by the negotiated settlement. 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 or results of
       operations.
  
                                          6
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           OF OPERATIONS
  
  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 three
  months ended March 31, 1996 and 1995 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  Three Months Ended
                                                                          March 31,            Increase / (Decrease)
                                                                     1996         1995            $            %
  Service income............................................         $103.9        $95.4         $8.5         8.9%
  Operating, selling, general and administrative
     expenses...............................................           67.0         62.8          4.2         6.7
                                                                     ------        -----
  
  Operating income before depreciation and
     amortization (1) ......................................           36.9         32.6          4.3        13.2
  Depreciation and amortization.............................           26.2         21.7          4.5        20.7
                                                                     ------        -----
  
  Operating income..........................................           10.7         10.9         (0.2)       (1.8)
                                                                     ------        -----
  
  Interest expense..........................................            4.2          4.0          0.2         5.0
  Investment income.........................................           (0.1)                      0.1          NM
  Income tax expense........................................            4.0          3.4          0.6        17.6
                                                                     ------        -----
  
  Net income................................................           $2.6         $3.5        ($0.9)      (25.7%)
                                                                       ====         ====
  - - ------------
  (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 comparing 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 $8.5 million  increase in service income from 1995 to 1996,  $2.5 million
  is attributable to subscriber  growth,  $4.9 million relates to changes in rates
  and $1.1 million relates to growth in other product offerings.
  
                                          7
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  Of the $4.2 million increase in operating,  selling,  general and administrative
  expenses  from 1995 to 1996,  $2.9 million is  attributable  to increases in the
  costs  of  cable  programming  as a  result  of  subscriber  growth,  additional
  programming  offerings  and  changes  in rates  and $1.3  million  results  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 increase in depreciation and amortization  expense of $4.5 million from 1995
  to 1996 is primarily due to the effects of capital  expenditures and the rebuild
  and upgrade of certain of the Company's cable plant.
  
  For the three  months  ended March 31,  1996 and 1995,  the  Company's  earnings
  before income tax expense and fixed charges (interest  expense) of $10.8 million
  and $10.9 million, respectively,  exceeded its fixed charges of $4.2 million and
  $4.0 million, respectively.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  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 $1.2 million of bill credits
  for such refunds,  including interest,  were given during the three months ended
  March 31, 1996.  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 FCC's  order has been  appealed  to a
  federal  appellate court by a local  franchising  authority whose rate complaint
  against Comcast was resolved by the negotiated settlement. 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 or results of operations.
  
                                          8
  STORER COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  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 or results of operations.
  
  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 MARCH 31, 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/ LAWRENCE S. SMITH
                                      --------------------------------------------
                                      Lawrence S. Smith
                                      Senior Vice President
                                      Accounting and Administration
                                      (Chief Accounting Officer)
  
  Date: May 15, 1996
  
                                         10