JONES INTERCABLE INC, 10-C, 1994-04-05

JONES INTERCABLE INC
10-C, 1994-04-05
CABLE & OTHER PAY TELEVISION SERVICES

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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington D.C. 20549

                                  FORM 10-C

               REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ

                 FILED PURSUANT TO SECTION 13 OR 15(d) OF THE

               SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-176

                             OF 15d-17 THEREUNDER


                            Jones Intercable, Inc.
                (Exact name of issuer as specified in charter)

                9697 East Mineral Avenue, Englewood, CO 80112
                   (Address of principal executive offices)

        Issuer's telephone number, including area code (303) 792-3111


                  I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

1.  Title of security:  Class A Common Stock

2.  Number of shares outstanding before the change:  12,317,088

3.  Number of shares outstanding after the change:  14,817,088

4.  Effective date of change:  March 25, 1994

5.  Method of change:

     Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.): Sale

     Give brief description of transaction:  2,500,000 shares of the issuer's
Class A Common Stock were sold pursuant to Registration Statement No. 33-64602.


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                        II.  CHANGE IN NAME OF ISSUER

     Not applicable.









Date:  April 5, 1994                              /s/ ELIZABETH M. STEELE
                                                  Elizabeth M. Steele
                                                  Vice President











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