SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934



Date  of  report  (Date  of  earliest   event   reported):  October 10, 1996

                        ASCENT ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)


Delaware                          0-27192                    52-1930707
(State or other jurisdiction of   (Commission                (I.R.S. Employer
incorporation or organization)    File No.)                  Identification No.)



                                One Tabor Center
                       1200 Seventeenth Street, Suite 2800
                             Denver, Colorado 80202
                    (Address of principal executive offices)

                                 (303) 626-7000
              (Registrant's telephone number, including area code)

            Page 1 of 13 pages. The Exhibit Index appears on page 8.


<PAGE>



Item 2.  Acquisition or Disposition of Assets


Acquisition of the Assets and Certain  Liabilities of SpectraVision,
Inc. by On Command Corporation.

   On October 10, 1996, Ascent  Entertainment Group, Inc. ("Ascent") through its
subsidiary,  On Command  Corporation ("On Command"),  consummated the previously
announced   acquisition  (the   "Acquisition")  of  the  assets  and  properties
(including,  but not limited to, copyrights,  patents,  personal property,  real
property, equipment and records) and certain liabilities of SpectraVision,  Inc.
("SpectraVision"),  with an  effective  date of  October  8, 1996 (the  "Closing
Date").  The Acquisition was  consummated  pursuant to an Acquisition  Agreement
dated August 13, 1996,  among Ascent,  On Command,  SpectraVision  and the other
parties  named  therein  (the  "Acquisition  Agreement"),  a copy of which is an
exhibit to this report and is incorporated herein by reference.  Pursuant to the
Acquisition Agreement,  On Command acquired all of the outstanding capital stock
of SpectraDyne, Inc. the primary operating subsidiary of SpectraVision, together
with certain  other assets of  SpectraVision  and its  affiliates.  Prior to the
Closing  Date,  On Command  Video  Corporation  ("OCV"),  formerly  an 84% owned
subsidiary of Ascent  (approximately  79% owned on a fully diluted  basis),  was
merged (the  "Merger") into a subsidiary of On Command and became a wholly owned
subsidiary  of On  Command  pursuant  to an  Agreement  and Plan of Merger  (the
"Merger  Agreement")  by  and  among  On  Command,  OCV  and On  Command  Merger
Corporation  dated August 13, 1996, a copy of which is an exhibit to this report
and is  incorporated  herein by  reference.  The  Acquisition  Agreement and the
Merger  Agreement  were entered into to effect the terms of the Agreement  dated
April 19,  1996  entered  into among  Ascent,  OCV and the other  parties  named
therein and to effectuate the transactions contemplated thereby.

   As of the Closing Date, Ascent and the minority  stockholders of OCV received
21,750,000  shares of On Command common stock (72.5% of the initial  outstanding
On Command common stock). Of these shares, Ascent received 17,149,766 shares. In
consideration  of the acquisition of the assets and properties of  SpectraVision
by On Command,  8,041,618  shares of On Command  common stock were issued to the
SpectraVision  bankruptcy estate for distribution to SpectraVision's  creditors.
Additionally,  208,382 shares were held in reserve in connection with a possible
adjustment  based  upon  a  preliminary  determination  that  SpectraVision  had
negative  working  capital on the  Closing  Date (the  "Reserve  Stock"),  which
depending  upon  the  final  calculation  of  SpectraVision's  negative  working
capital,  will either be distributed to Ascent and the OCV minority stockholders
or to the  SpectraVision  bankruptcy  estate for the benefit of  SpectraVision's
creditors.  Assuming no OCV  stockholders  exercise  their  appraisal  rights in
connection  with the transaction and without giving effect to the Reserve Stock,
as of the date of this filing Ascent owns approximately 57.2% of the outstanding
common stock of On Command.



<PAGE>


   In connection  with the  Acquisition  and the Merger,  On Command also issued
warrants  representing  the right to purchase a total of 7,500,000  shares of On
Command common stock (20% of the outstanding  common stock of On Command,  after
exercise of the warrants) pursuant to a Warrant Agreement between On Command and
The Bank of New York dated  October  8,  1996,  a copy of which is an exhibit to
this report and is incorporated herein by reference. The warrants have a term of
7 years and an exercise  price of $15.27 per share of On Command  Common  Stock.
Series A Warrants to  purchase on a cashless  basis an  aggregate  of  1,425,000
shares of On Command common stock were issued to the former OCV stockholders, of
which Ascent received warrants to purchase  1,124,325 shares;  Series B Warrants
to purchase for cash an aggregate of 2,625,000 shares of On Command common stock
were  issued  to  the  SpectraVision   bankruptcy  estate  for  distribution  to
creditors; and Series C Warrants were issued to Gary Wilson Partners to purchase
for  cash an  aggregate  of  3,450,000  shares  of On  Command  common  stock in
consideration of certain  investment  banking and advisory  services provided in
connection with the transactions.

   In  addition  to  the  issuance  of  stock  and  warrants,  On  Command  made
approximately  $92 million in payments in connection  with the  Acquisition  and
Merger as follows:  (i) $40 million to Foothill  Capital  Corporation to pay off
obligations  of  SpectraVision  and its  affiliated  debtors  ("Debtors");  (ii)
approximately $43.6 million to pay off intercompany obligations of OCV to Ascent
and other On Command  obligations;  and (iii)  approximately $8.4 million to pay
certain  administrative  claims and other bankruptcy  costs of the Debtors.  The
source of these  payments was a $125 million  credit  facility  which On Command
entered into with NationsBank of Texas,  N.A. (the "On Command Credit Facility")
consisting of (i) a 364-day  revolving  credit and competitive  advance facility
which,  subject  to  certain  conditions,  will be  renewable  for four  364-day
periods, and (ii) a five year revolving credit and competitive advance facility;
provided,  however,  that any amounts borrowed under the five year facility will
reduce the amount  available  under the  364-day  facility.  The terms of the On
Command Credit  Facility were disclosed in detail in Ascent's  Current Report on
Form 8-K,  filed with the  Commission  on September 26, 1996, as amended by Form
8-K/A filed on October 17, 1996 (the  "Ascent  Form 8-K") the terms of which are
incorporated herein by this reference.

   Certain of the assets  acquired  by On Command  pursuant  to the  Acquisition
Agreement  constitute equipment previously used by SpectraVision in its business
of providing pay per view movies and other services to hotel guests.  On Command
currently  intends  to  continue  the  use of such  assets  in its  business  of
providing pay per view movies and other services to hotel guests; however, if On
Command  determines  that certain of such  equipment is obsolete or  unnecessary
because of On Command's own  equipment,  such  equipment will not be used in the
provision of such services.

   Also on the  Closing  Date,  Ascent  entered  into a  credit  agreement  with
NationsBank  of  Texas,  N.A.  providing  for  borrowings  up to  $200  million,
consisting of a 364-day secured  revolving  credit facility,  which,  subject to
certain  conditions,  will be  renewable  for two 364-day  periods  (the "Ascent
Credit  Facility").  The terms of the Ascent Credit  Facility were  disclosed in
detail in the Ascent  Form 8-K,  the terms of which are  incorporated  herein by
this reference.



Item 5.     Other Events

   As  permitted  by Item 5, Ascent has  included  financial  statements  for On
Command  Video  Corporation  under Item 7(a) of this Form 8-K despite  that fact
that On Command Video  Corporation  is not a business  being  acquired by Ascent
since Ascent previously owned 79%, on a fully diluted basis, of On Command Video
Corporation.

Item 7. Financial Statements and Exhibits

      (a)  Financial Statements of Businesses Acquired

      (1)  The following  financial  statements of  SpectraVision  are
        incorporated  by  reference  from  Amendment  No.  3 to the On
        Command  Registration  Statement on Form S-4,  commission file
        no. 333-10407, filed with the Commission  on October 7, 1996:

      Audited  Financial  Statements for the years ended December 31,
      1995, 1994 and 1993

      Independent Auditors' Report

      Consolidated Statements of Financial Position at December 31,
      1995 and 1994

      Consolidated Statements of Operations for the years ended
      December 31, 1995, 1994 and 1993

      Consolidated Statements of Stockholders' Deficit for the years
      ended December 31, 1995, 1994 and 1993

      Consolidated Statements of Cash Flows for the years ended
      December 31, 1995, 1994 and 1993

      Notes to Consolidated Financial Statements

      Unaudited Interim Financial Statements for the six months ended
      June 30, 1996 and 1995

      Condensed Consolidated Balance Sheets at June 30, 1996 and
      December 31, 1995

      Condensed Consolidated Statements of Operations for the six
      months ended June 30, 1996 and 1995

      Condensed Consolidated Statements of Cash Flows for the six
      months ended June 30, 1996 and 1995

      Notes to Condensed Consolidated Financial Statements

      (2)   The following financial statements of OCV are
      incorporated by reference from Amendment No. 3 to the On
      Command Registration Statement on Form S-4, commission file no.
      333-10407, filed with the Commission  on October 7, 1996:


      Audited Financial Statements for the years ended December 31,
      1995, 1994 and 1993


      Report of Deloitte & Touche LLP

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheets at December 31, 1995 and 1994

      Statements of Income for the years ended December 31, 1995,
      1994 and 1993

      Statements of Stockholders'  Equity for the years ended December 31, 1995,
      1994 and 1993.

      Statements of Cash Flows for the years ended December 31, 1995,
      1994 and 1993

      Notes to Financial Statements

      Unaudited Interim Financial Statements for the six months ended
      June 30, 1996 and 1995

      Condensed  Consolidated  Balance  Sheets  at June  30,  1996 and
      December 31, 1995

      Condensed  Consolidated  Statements of Income for the six months
      ended June 30, 1996 and 1995

      Condensed Consolidated Statements of Cash Flows for the six
      months ended June 30, 1996 and 1995

      Notes to Condensed Consolidated Financial Statements


      (b)    Pro Forma Financial Information

      (1) As permitted by Item 7(b)(2) of Form 8-K,  because it is impracticable
      to provide the  additional  required pro forma  financial  statements  for
      Ascent at the time of filing this Form 8-K, such  statements will be filed
      on an  amendment  to this Form 8-K as soon as  practicable,  but not later
      than  December 20, 1996,  which is the last business day prior to the date
      60 days after this Form 8-K reporting the Merger and  Acquisition  must be
      filed.


      (c)  Exhibits (listed according to the number assigned in Item
      601 of Regulation S-K).


             Exhibit No.                        Description

                2.1               Agreement  and Plan of  Merger by and among On
                                  Command, OCV and On Command Merger Corporation
                                  dated August 13, 1996(Incorporated by
                                  reference   to  Exhibit  2.1  to  On Command's
                                  Registration  Statement on Form S-4,file no.
                                  333-10407).

                2.2               Acquisition Agreement by and among Ascent, On
                                  Command, SpectraVision and the other parties
                                  named therein, dated August 13, 1996, as
                                  amended(Incorporated by reference to Exhibit
                                  2.2 to On Command's Registration Statement on
                                  Form S-4,file no. 333-10407).

                4.2               Warrant Agreement between On Command and The
                                  Bank of New York, dated August 13, 1996
                                  (Incorporated by reference to Exhibit 2.2 to
                                  On Command's Registration Statement on Form
                                  S-4,file no. 333-10407).

                20                Press    release   by   On   Command
                                  Corporation dated October  10,  1996
                                  reporting   the consummation of the
                                  Acquisition and the Merger.

                23(a)             Consent of Deloitte & Touche LLP

                23(b)             Consent of Ernst & Young LLP

                23(c)             Consent of KPMG Peat Marwick LLP



<PAGE>





                                   SIGNATURES


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 hereunto duly authorized.

Ascent Entertainment Group, Inc.


By:
 /s/ Arthur M. Aaron
Arthur M. Aaron
Vice President, Business and Legal Affairs and Secretary


Date:
October 25, 1996






































<PAGE>





                               EXHIBIT INDEX


                                                       Sequential
Exhibit No.                     Description            Page Number

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

     2.1           Agreement and Plan of Merger by
                   and among On Command, OCV and
                   On  Command   Merger   Corporation
                   dated  August  13,  1996
                   (Incorporated  by  reference  to
                   Exhibit 2.1 to On  Command's
                   Registration Statement on Form S-4,
                   File No. 333-10407).

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

     2.2           Acquisition  Agreement  by  and
                   among  Ascent,  On  Command,
                   SpectraVision  and the other
                   parties  named  therein,  dated
                   August 13,  1996,  as amended
                   (Incorporated  by reference to
                   Exhibit 2.2 to On  Command's
                   Registration  Statement on Form
                   S-4, File No. 333-10407).

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

     4.2           Warrant Agreement between On
                   Command and The Bank of New
                   York, dated August 13, 1996
                   (Incorporated by reference to
                   Exhibit 4.2 to On Command's
                   Registration Statement on Form
                   S-4, File No. 333-10407).
  ---------------  ----------------------------------  ------------------
  ---------------  ----------------------------------  ------------------

     20            Press release by On Command         9
                   Corporation dated October 10,
                   1996 reporting the consummation
                   of the Acquisition and the
                   Merger.

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

     23(a)         Consent of Deloitte & Touche LLP    11

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

     23(b)         Consent of Ernst & Young LLP        12
  ---------------  ----------------------------------  ------------------

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

     23(c)         Consent of KPMG Peat Marwick LLP    13
  ---------------  ----------------------------------  ------------------

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


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


<PAGE>




                                                                      Exhibit 20


     On Command Corporation Completes Acquisition of SpectraVision
   New Public Company Lists On NASDAQ As "ONCO" Combining On Command
 Video and SpectraVision Creates World's Leading Hotel Video Provider
           & Resolves SpectraVision, Inc.'s Bankruptcy Case

For Immediate Release

October 10, 1996
Contact:Paul E. Jacobson  Karen Amrhine
        On Command        Sard, Verbinnen & Co.
        303.626.7060      212.687.8080

Santa  Clara,  Calif.  -- On  Command  Corporation,  a new public  company,  has
concluded its acquisition of SpectraVision,  Inc., making On Command the world's
largest provider of in-room  entertainment and information services to the hotel
industry.  On Command  Corporation  combines  the  SpectraVision  assets with On
Command Video  Corporation to create a hotel video  distribution  system of more
than 900,000 rooms and 100 million annual viewers. The company will trade on the
NASDAQ exchange under the ticker symbol "ONCO."


   Led by former AT&T and Creative Artists Agency new media executive Bob Kavner
as its  president  and CEO,  On  Command  Corporation  will  offer a variety  of
interactive video  entertainment and information  services primarily to business
and luxury  class guest rooms,  including  video-on-demand,  Sony  PlayStationTM
video games, DSSTM digital satellite service and the Bell Atlantic  InfoTravelTM
interactive concierge. It is based in Santa Clara, California.


   "On  Command's  advanced  technology,  large  viewing  audience  and superior
demographics give it the scale and resources to provide hotel guest room viewers
the  programming  they  want  and need  today,"  said  Kavner.  "On  Command  is
positioned  to be in the vanguard of  interactive  programming  developments  --
offering  breakthrough new media  applications to hotel guests before they reach
large scale residential markets."


   As the head of On Command  Corporation,  Kavner will focus on the integration
of the two companies and developing a long-term strategic plan that will enhance
On Command's  leadership  position in on-demand  programming  by developing  new
products  and  services  targeted  at the hotel  industry  and other  multi-unit
environments,  such as apartments.  Before joining On Command in  mid-September,
Kavner headed his own  consulting  firm  specializing  in broadband and Internet
on-demand  ventures.  Prior  to that he  spearheaded  Creative  Artist  Agency's
communications  industries  consulting  practice  and  served  as CEO of  AT&T's
MultiMedia Products and Services Group.




<PAGE>




   As of June 30, 1996, On Command Video served  approximately  419,000
hotel  rooms  and  SpectraVision,  Inc.  served  approximately  495,000
hotel rooms.

   A registration statement filed with the SEC for On Command Corporation became
effective Monday, October 7.

   On Command  Corporation was created by Ascent  Entertainment  Group,  Inc., a
Denver-based  media  and  entertainment   company  (NASDAQ:   GOAL)  that  owned
approximately 80 percent of On Command Video  Corporation.  Ascent will continue
to own  approximately  57.2  percent  of the  new On  Command  Corporation.  The
SpectraVision  bankruptcy  estate  will  receive  27.5  percent  of  On  Command
Corporation's  common stock,  distributed through the court-approved  bankruptcy
plan to  SpectraVision's  creditors and resolving claims of  approximately  $600
million.  On Command  Corporation will issue warrants,  equal to 20 percent on a
fully-diluted  basis, to shareholders  of On Command  Corporation  which will be
traded on the NASDAQ exchange under the ticker symbol "ONCO."


   Ascent  Entertainment  Group's principal  business is providing  pay-per-view
entertainment  and information  services through its  majority-owned  On Command
Corporation.   Ascent  owns  and   operates   additional   entertainment-related
businesses,  including  the NHL Stanley Cup  Champion  Colorado  Avalanche,  NBA
Denver  Nuggets  and Beacon  Communications,  a motion  picture  and  television
production company.



<PAGE>




                                                                   Exhibit 23(a)


                          DELOITTE & TOUCHE LLP CONSENT


We consent to the  incorporation by reference in this Current Report on Form 8-K
of Ascent  Entertainment Group, Inc. dated October 10, 1996 of our reports dated
September 19, 1996 and October 3, 1996,  related to the financial  statements of
On Command  Video  Corporation  as of December  31, 1995 and 1994,  appearing in
Amendment  No.  3  to  Registration   Statement  No.  333-10407  of  On  Command
Corporation.


Deloitte & Touche LLP

/s/ Deloitte & Touche LLP

San Jose, California
October 21, 1996


<PAGE>


                                                                   Exhibit 23(b)


                          INDEPENDENT AUDITORS' CONSENT


We consent to the  incorporation by reference in the Registration  (Form S-4 No.
333-10407) of On Command Corporation and in the related Prospectus of our report
dated January 26, 1994, with respect to the financial statements and schedule of
On Command Video  Corporation for the year ended December 31, 1993  incorporated
by reference in this Ascent Entertainment Group, Inc. Form 8-K.


Ernst & Young LLP

/s/ Ernst & Young LLP

San Jose, California
October 24, 1996


<PAGE>


                                                                   Exhibit 23(c)


                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
On Command Corporation:

We consent to the  incorporation  by reference herein of our reports dated March
1, 1996, except as to the second paragraph of Note 7, which is dated as of March
22,  1996,  related to the  consolidated  statements  of  financial  position of
SpectraVision,  Inc. and  subsidiaries as of December 31, 1995 and 1994, and the
related consolidated  statements of operations,  stockholders'  deficit and cash
flows for each of the years in the  three-year  period ended  December 31, 1995,
and the related  consolidated  financial statement  schedule,  which reports are
included in the On Command Corporation Registration Statement on Amendment No. 3
on Form S-4 filed with the Securities and Exchange Commission on October 7, 1996
(No. 333-10407).

Our  reports  contain  explanatory  paragraphs  that state that  SpectraVision's
filing  under  Chapter 11 of the  United  States  Bankruptcy  Code in the United
States  Bankruptcy  Court on June 8, 1995 and its  expected  noncompliance  with
certain   covenants   related  to  its   debtor-in-possession   financing  raise
substantial doubt about SpectraVision's  ability to continue as a going concern.
The consolidated  financial statements and the consolidated  financial statement
schedule do not include any  adjustments  that might  result from the outcome of
this uncertainty.


KPMG Peat Marwick LLP

/s/ KPMG Peat Marwick LLP

Dallas, Texas
October 21, 1996
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

Date  of  report  (Date  of  earliest   event   reported):  October 10, 1996

                        ASCENT ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)

Delaware                          0-27192                    52-1930707
(State or other jurisdiction of   (Commission                (I.R.S. Employer
incorporation or organization)    File No.)                  Identification No.)

                                One Tabor Center
                       1200 Seventeenth Street, Suite 2800
                             Denver, Colorado 80202
                    (Address of principal executive offices)

                                 (303) 626-7000
              (Registrant's telephone number, including area code)

            Page 1 of 13 pages. The Exhibit Index appears on page 8.
Item 2.  Acquisition or Disposition of Assets

Acquisition of the Assets and Certain  Liabilities of SpectraVision,
Inc. by On Command Corporation.

   On October 10, 1996, Ascent  Entertainment Group, Inc. ("Ascent") through its
subsidiary,  On Command  Corporation ("On Command"),  consummated the previously
announced   acquisition  (the   "Acquisition")  of  the  assets  and  properties
(including,  but not limited to, copyrights,  patents,  personal property,  real
property, equipment and records) and certain liabilities of SpectraVision,  Inc.
("SpectraVision"),  with an  effective  date of  October  8, 1996 (the  "Closing
Date").  The Acquisition was  consummated  pursuant to an Acquisition  Agreement
dated August 13, 1996,  among Ascent,  On Command,  SpectraVision  and the other
parties  named  therein  (the  "Acquisition  Agreement"),  a copy of which is an
exhibit to this report and is incorporated herein by reference.  Pursuant to the
Acquisition Agreement,  On Command acquired all of the outstanding capital stock
of SpectraDyne, Inc. the primary operating subsidiary of SpectraVision, together
with certain  other assets of  SpectraVision  and its  affiliates.  Prior to the
Closing  Date,  On Command  Video  Corporation  ("OCV"),  formerly  an 84% owned
subsidiary of Ascent  (approximately  79% owned on a fully diluted  basis),  was
merged (the  "Merger") into a subsidiary of On Command and became a wholly owned
subsidiary  of On  Command  pursuant  to an  Agreement  and Plan of Merger  (the
"Merger  Agreement")  by  and  among  On  Command,  OCV  and On  Command  Merger
Corporation  dated August 13, 1996, a copy of which is an exhibit to this report
and is  incorporated  herein by  reference.  The  Acquisition  Agreement and the
Merger  Agreement  were entered into to effect the terms of the Agreement  dated
April 19,  1996  entered  into among  Ascent,  OCV and the other  parties  named
therein and to effectuate the transactions contemplated thereby.

   As of the Closing Date, Ascent and the minority  stockholders of OCV received
21,750,000  shares of On Command common stock (72.5% of the initial  outstanding
On Command common stock). Of these shares, Ascent received 17,149,766 shares. In
consideration  of the acquisition of the assets and properties of  SpectraVision
by On Command,  8,041,618  shares of On Command  common stock were issued to the
SpectraVision  bankruptcy estate for distribution to SpectraVision's  creditors.
Additionally,  208,382 shares were held in reserve in connection with a possible
adjustment  based  upon  a  preliminary  determination  that  SpectraVision  had
negative  working  capital on the  Closing  Date (the  "Reserve  Stock"),  which
depending  upon  the  final  calculation  of  SpectraVision's  negative  working
capital,  will either be distributed to Ascent and the OCV minority stockholders
or to the  SpectraVision  bankruptcy  estate for the benefit of  SpectraVision's
creditors.  Assuming no OCV  stockholders  exercise  their  appraisal  rights in
connection  with the transaction and without giving effect to the Reserve Stock,
as of the date of this filing Ascent owns approximately 57.2% of the outstanding
common stock of On Command.
In connection  with the  Acquisition  and the Merger,  On Command also issued
warrants  representing  the right to purchase a total of 7,500,000  shares of On
Command common stock (20% of the outstanding  common stock of On Command,  after
exercise of the warrants) pursuant to a Warrant Agreement between On Command and
The Bank of New York dated  October  8,  1996,  a copy of which is an exhibit to
this report and is incorporated herein by reference. The warrants have a term of
7 years and an exercise  price of $15.27 per share of On Command  Common  Stock.
Series A Warrants to  purchase on a cashless  basis an  aggregate  of  1,425,000
shares of On Command common stock were issued to the former OCV stockholders, of
which Ascent received warrants to purchase  1,124,325 shares;  Series B Warrants
to purchase for cash an aggregate of 2,625,000 shares of On Command common stock
were  issued  to  the  SpectraVision   bankruptcy  estate  for  distribution  to
creditors; and Series C Warrants were issued to Gary Wilson Partners to purchase
for  cash an  aggregate  of  3,450,000  shares  of On  Command  common  stock in
consideration of certain  investment  banking and advisory  services provided in
connection with the transactions.

   In  addition  to  the  issuance  of  stock  and  warrants,  On  Command  made
approximately  $92 million in payments in connection  with the  Acquisition  and
Merger as follows:  (i) $40 million to Foothill  Capital  Corporation to pay off
obligations  of  SpectraVision  and its  affiliated  debtors  ("Debtors");  (ii)
approximately $43.6 million to pay off intercompany obligations of OCV to Ascent
and other On Command  obligations;  and (iii)  approximately $8.4 million to pay
certain  administrative  claims and other bankruptcy  costs of the Debtors.  The
source of these  payments was a $125 million  credit  facility  which On Command
entered into with NationsBank of Texas,  N.A. (the "On Command Credit Facility")
consisting of (i) a 364-day  revolving  credit and competitive  advance facility
which,  subject  to  certain  conditions,  will be  renewable  for four  364-day
periods, and (ii) a five year revolving credit and competitive advance facility;
provided,  however,  that any amounts borrowed under the five year facility will
reduce the amount  available  under the  364-day  facility.  The terms of the On
Command Credit  Facility were disclosed in detail in Ascent's  Current Report on
Form 8-K,  filed with the  Commission  on September 26, 1996, as amended by Form
8-K/A filed on October 17, 1996 (the  "Ascent  Form 8-K") the terms of which are
incorporated herein by this reference.

   Certain of the assets  acquired  by On Command  pursuant  to the  Acquisition
Agreement  constitute equipment previously used by SpectraVision in its business
of providing pay per view movies and other services to hotel guests.  On Command
currently  intends  to  continue  the  use of such  assets  in its  business  of
providing pay per view movies and other services to hotel guests; however, if On
Command  determines  that certain of such  equipment is obsolete or  unnecessary
because of On Command's own  equipment,  such  equipment will not be used in the
provision of such services.

   Also on the  Closing  Date,  Ascent  entered  into a  credit  agreement  with
NationsBank  of  Texas,  N.A.  providing  for  borrowings  up to  $200  million,
consisting of a 364-day secured  revolving  credit facility,  which,  subject to
certain  conditions,  will be  renewable  for two 364-day  periods  (the "Ascent
Credit  Facility").  The terms of the Ascent Credit  Facility were  disclosed in
detail in the Ascent  Form 8-K,  the terms of which are  incorporated  herein by
this reference.

Item 5.     Other Events

   As  permitted  by Item 5, Ascent has  included  financial  statements  for On
Command  Video  Corporation  under Item 7(a) of this Form 8-K despite  that fact
that On Command Video  Corporation  is not a business  being  acquired by Ascent
since Ascent previously owned 79%, on a fully diluted basis, of On Command Video
Corporation.

Item 7. Financial Statements and Exhibits

      (a)  Financial Statements of Businesses Acquired

      (1)  The following  financial  statements of  SpectraVision  are
        incorporated  by  reference  from  Amendment  No.  3 to the On
        Command  Registration  Statement on Form S-4,  commission file
        no. 333-10407, filed with the Commission  on October 7, 1996:

      Audited  Financial  Statements for the years ended December 31,
      1995, 1994 and 1993

      Independent Auditors' Report

      Consolidated Statements of Financial Position at December 31,
      1995 and 1994

      Consolidated Statements of Operations for the years ended
      December 31, 1995, 1994 and 1993

      Consolidated Statements of Stockholders' Deficit for the years
      ended December 31, 1995, 1994 and 1993

      Consolidated Statements of Cash Flows for the years ended
      December 31, 1995, 1994 and 1993

      Notes to Consolidated Financial Statements

      Unaudited Interim Financial Statements for the six months ended
      June 30, 1996 and 1995

      Condensed Consolidated Balance Sheets at June 30, 1996 and
      December 31, 1995

      Condensed Consolidated Statements of Operations for the six
      months ended June 30, 1996 and 1995

      Condensed Consolidated Statements of Cash Flows for the six
      months ended June 30, 1996 and 1995

      Notes to Condensed Consolidated Financial Statements

      (2)   The following financial statements of OCV are
      incorporated by reference from Amendment No. 3 to the On
      Command Registration Statement on Form S-4, commission file no.
      333-10407, filed with the Commission  on October 7, 1996:

      Audited Financial Statements for the years ended December 31,
      1995, 1994 and 1993

      Report of Deloitte & Touche LLP

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheets at December 31, 1995 and 1994

      Statements of Income for the years ended December 31, 1995,
      1994 and 1993

      Statements of Stockholders'  Equity for the years ended December 31, 1995,
      1994 and 1993.

      Statements of Cash Flows for the years ended December 31, 1995,
      1994 and 1993

      Notes to Financial Statements

      Unaudited Interim Financial Statements for the six months ended
      June 30, 1996 and 1995

      Condensed  Consolidated  Balance  Sheets  at June  30,  1996 and
      December 31, 1995

      Condensed  Consolidated  Statements of Income for the six months
      ended June 30, 1996 and 1995

      Condensed Consolidated Statements of Cash Flows for the six
      months ended June 30, 1996 and 1995

      Notes to Condensed Consolidated Financial Statements

      (b)    Pro Forma Financial Information

      (1) As permitted by Item 7(b)(2) of Form 8-K,  because it is impracticable
      to provide the  additional  required pro forma  financial  statements  for
      Ascent at the time of filing this Form 8-K, such  statements will be filed
      on an  amendment  to this Form 8-K as soon as  practicable,  but not later
      than  December 20, 1996,  which is the last business day prior to the date
      60 days after this Form 8-K reporting the Merger and  Acquisition  must be
      filed.

      (c)  Exhibits (listed according to the number assigned in Item
      601 of Regulation S-K).

             Exhibit No.                        Description

                2.1               Agreement  and Plan of  Merger by and among On
                                  Command, OCV and On Command Merger Corporation
                                  dated August 13, 1996(Incorporated by
                                  reference   to  Exhibit  2.1  to  On Command's
                                  Registration  Statement on Form S-4,file no.
                                  333-10407).

                2.2               Acquisition Agreement by and among Ascent, On
                                  Command, SpectraVision and the other parties
                                  named therein, dated August 13, 1996, as
                                  amended(Incorporated by reference to Exhibit
                                  2.2 to On Command's Registration Statement on
                                  Form S-4,file no. 333-10407).

                4.2               Warrant Agreement between On Command and The
                                  Bank of New York, dated August 13, 1996
                                  (Incorporated by reference to Exhibit 2.2 to
                                  On Command's Registration Statement on Form
                                  S-4,file no. 333-10407).

                20                Press    release   by   On   Command
                                  Corporation dated October  10,  1996
                                  reporting   the consummation of the
                                  Acquisition and the Merger.

                23(a)             Consent of Deloitte & Touche LLP

                23(b)             Consent of Ernst & Young LLP

                23(c)             Consent of KPMG Peat Marwick LLP
SIGNATURES

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 hereunto duly authorized.

Ascent Entertainment Group, Inc.

By:
 /s/ Arthur M. Aaron
Arthur M. Aaron
Vice President, Business and Legal Affairs and Secretary

Date:
October 25, 1996
EXHIBIT INDEX

                                                       Sequential
Exhibit No.                     Description            Page Number

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

     2.1           Agreement and Plan of Merger by
                   and among On Command, OCV and
                   On  Command   Merger   Corporation
                   dated  August  13,  1996
                   (Incorporated  by  reference  to
                   Exhibit 2.1 to On  Command's
                   Registration Statement on Form S-4,
                   File No. 333-10407).

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

     2.2           Acquisition  Agreement  by  and
                   among  Ascent,  On  Command,
                   SpectraVision  and the other
                   parties  named  therein,  dated
                   August 13,  1996,  as amended
                   (Incorporated  by reference to
                   Exhibit 2.2 to On  Command's
                   Registration  Statement on Form
                   S-4, File No. 333-10407).

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

     4.2           Warrant Agreement between On
                   Command and The Bank of New
                   York, dated August 13, 1996
                   (Incorporated by reference to
                   Exhibit 4.2 to On Command's
                   Registration Statement on Form
                   S-4, File No. 333-10407).
  ---------------  ----------------------------------  ------------------
  ---------------  ----------------------------------  ------------------

     20            Press release by On Command         9
                   Corporation dated October 10,
                   1996 reporting the consummation
                   of the Acquisition and the
                   Merger.

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

     23(a)         Consent of Deloitte & Touche LLP    11

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

     23(b)         Consent of Ernst & Young LLP        12
  ---------------  ----------------------------------  ------------------

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

     23(c)         Consent of KPMG Peat Marwick LLP    13
  ---------------  ----------------------------------  ------------------

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

  ---------------  ----------------------------------  ------------------
Exhibit 20

     On Command Corporation Completes Acquisition of SpectraVision
   New Public Company Lists On NASDAQ As "ONCO" Combining On Command
 Video and SpectraVision Creates World's Leading Hotel Video Provider
           & Resolves SpectraVision, Inc.'s Bankruptcy Case

For Immediate Release

October 10, 1996
Contact:Paul E. Jacobson  Karen Amrhine
        On Command        Sard, Verbinnen & Co.
        303.626.7060      212.687.8080

Santa  Clara,  Calif.  -- On  Command  Corporation,  a new public  company,  has
concluded its acquisition of SpectraVision,  Inc., making On Command the world's
largest provider of in-room  entertainment and information services to the hotel
industry.  On Command  Corporation  combines  the  SpectraVision  assets with On
Command Video  Corporation to create a hotel video  distribution  system of more
than 900,000 rooms and 100 million annual viewers. The company will trade on the
NASDAQ exchange under the ticker symbol "ONCO."

   Led by former AT&T and Creative Artists Agency new media executive Bob Kavner
as its  president  and CEO,  On  Command  Corporation  will  offer a variety  of
interactive video  entertainment and information  services primarily to business
and luxury  class guest rooms,  including  video-on-demand,  Sony  PlayStationTM
video games, DSSTM digital satellite service and the Bell Atlantic  InfoTravelTM
interactive concierge. It is based in Santa Clara, California.

   "On  Command's  advanced  technology,  large  viewing  audience  and superior
demographics give it the scale and resources to provide hotel guest room viewers
the  programming  they  want  and need  today,"  said  Kavner.  "On  Command  is
positioned  to be in the vanguard of  interactive  programming  developments  --
offering  breakthrough new media  applications to hotel guests before they reach
large scale residential markets."

   As the head of On Command  Corporation,  Kavner will focus on the integration
of the two companies and developing a long-term strategic plan that will enhance
On Command's  leadership  position in on-demand  programming  by developing  new
products  and  services  targeted  at the hotel  industry  and other  multi-unit
environments,  such as apartments.  Before joining On Command in  mid-September,
Kavner headed his own  consulting  firm  specializing  in broadband and Internet
on-demand  ventures.  Prior  to that he  spearheaded  Creative  Artist  Agency's
communications  industries  consulting  practice  and  served  as CEO of  AT&T's
MultiMedia Products and Services Group.
As of June 30, 1996, On Command Video served  approximately  419,000
hotel  rooms  and  SpectraVision,  Inc.  served  approximately  495,000
hotel rooms.

   A registration statement filed with the SEC for On Command Corporation became
effective Monday, October 7.

   On Command  Corporation was created by Ascent  Entertainment  Group,  Inc., a
Denver-based  media  and  entertainment   company  (NASDAQ:   GOAL)  that  owned
approximately 80 percent of On Command Video  Corporation.  Ascent will continue
to own  approximately  57.2  percent  of the  new On  Command  Corporation.  The
SpectraVision  bankruptcy  estate  will  receive  27.5  percent  of  On  Command
Corporation's  common stock,  distributed through the court-approved  bankruptcy
plan to  SpectraVision's  creditors and resolving claims of  approximately  $600
million.  On Command  Corporation will issue warrants,  equal to 20 percent on a
fully-diluted  basis, to shareholders  of On Command  Corporation  which will be
traded on the NASDAQ exchange under the ticker symbol "ONCO."

   Ascent  Entertainment  Group's principal  business is providing  pay-per-view
entertainment  and information  services through its  majority-owned  On Command
Corporation.   Ascent  owns  and   operates   additional   entertainment-related
businesses,  including  the NHL Stanley Cup  Champion  Colorado  Avalanche,  NBA
Denver  Nuggets  and Beacon  Communications,  a motion  picture  and  television
production company.
Exhibit 23(a)

                          DELOITTE & TOUCHE LLP CONSENT

We consent to the  incorporation by reference in this Current Report on Form 8-K
of Ascent  Entertainment Group, Inc. dated October 10, 1996 of our reports dated
September 19, 1996 and October 3, 1996,  related to the financial  statements of
On Command  Video  Corporation  as of December  31, 1995 and 1994,  appearing in
Amendment  No.  3  to  Registration   Statement  No.  333-10407  of  On  Command
Corporation.

Deloitte & Touche LLP

/s/ Deloitte & Touche LLP

San Jose, California
October 21, 1996
Exhibit 23(b)

                          INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in the Registration  (Form S-4 No.
333-10407) of On Command Corporation and in the related Prospectus of our report
dated January 26, 1994, with respect to the financial statements and schedule of
On Command Video  Corporation for the year ended December 31, 1993  incorporated
by reference in this Ascent Entertainment Group, Inc. Form 8-K.

Ernst & Young LLP

/s/ Ernst & Young LLP

San Jose, California
October 24, 1996
Exhibit 23(c)

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
On Command Corporation:

We consent to the  incorporation  by reference herein of our reports dated March
1, 1996, except as to the second paragraph of Note 7, which is dated as of March
22,  1996,  related to the  consolidated  statements  of  financial  position of
SpectraVision,  Inc. and  subsidiaries as of December 31, 1995 and 1994, and the
related consolidated  statements of operations,  stockholders'  deficit and cash
flows for each of the years in the  three-year  period ended  December 31, 1995,
and the related  consolidated  financial statement  schedule,  which reports are
included in the On Command Corporation Registration Statement on Amendment No. 3
on Form S-4 filed with the Securities and Exchange Commission on October 7, 1996
(No. 333-10407).

Our  reports  contain  explanatory  paragraphs  that state that  SpectraVision's
filing  under  Chapter 11 of the  United  States  Bankruptcy  Code in the United
States  Bankruptcy  Court on June 8, 1995 and its  expected  noncompliance  with
certain   covenants   related  to  its   debtor-in-possession   financing  raise
substantial doubt about SpectraVision's  ability to continue as a going concern.
The consolidated  financial statements and the consolidated  financial statement
schedule do not include any  adjustments  that might  result from the outcome of
this uncertainty.

KPMG Peat Marwick LLP

/s/ KPMG Peat Marwick LLP

Dallas, Texas
October 21, 1996