FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[x] Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may
continue. See Instruction 1(b).
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person
BCE Inc.
Bureau 3700, 1000 Rue de La Gauchetiere Ouest
Montreal (Quebec), Canada H3B 4Y7
2. Issuer Name and Ticker or Trading Symbol
Jones Intercable, Inc. (JOINA)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
n/a
4. Statement for Month/Year
April, 1999
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
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Officer (give title below) Other (specify below)
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______________________________
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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Form filed by More than One Reporting Person
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<TABLE>
<CAPTION>
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security 2. Transaction 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature of
(Instr. 3) Date Code (A) or Disposed of (D) Securities Form: Indirect
(Month/ (Instr. 8) (Instr. 3, 4 and 5) Beneficially Direct Beneficial
Day/ Owned at (D) or Ownership
Year) End of Month Indirect (Instr. 4)
(A) (Instr. 3 (I)
or and 4) (Instr. 4)
Code V Amount (D) Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Common Stock 4/7/99 J 12,782,500 D $408.6 MM 0 D N/A
</TABLE>
<PAGE>
FORM 4 (continued)
<TABLE>
<CAPTION>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date Exercisable 7. Title and Amount 8. Price of
Derivative Security sion or action action Derivative and Expiration of Underlying Deriva-
(Instr. 3) Exercise Date Code Securities Date (Month/ Securities tive
Price of (Month/ (Instr.8) Acquired (A) Day/Year) (Instr. 3 and 4) Security
Derivative Day/ or Disposed (Instr.5)
Security Year) of (D)
(Instr. 3,
4 and 5) Date Expir- Amount or
Exer- ration Number of
Code V (A) (D) cisable Date Title Shares
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Option to Purchase n/a 4/7/99 J 1 4/8/99 12/20/02 Common Stock 2,878,151 $49.6 MM
</TABLE>
<TABLE>
<CAPTION>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities)
(Continued)
9. Number of Derivative 10. Ownership Form of Derivative 11. Nature of Indirect Beneficial
Securities Beneficially Security: Direct (D) or Ownership (Instr. 4)
Owned at End of Month Indirect (I) (Instr. 4)
(Instr. 4)
<S> <C> <C>
0 D N/A
<FN>
Explanation of Responses:
On April 7, 1999, the Reporting Person disposed of an aggregate of
12,782,500 shares of the Issuer's Class A Common Stock and an option to purchase
an additional 2,878,151 shares of the Issuer's Common Stock to Comcast
Corporation ("Comcast") pursuant to an Amended and Restated Purchase and Sale
Agreement dated August 12, 1998 among the Reporting Person (as successor by
amalgamation and liquidation to BCI Telecom Holding Inc., BTH (U.S. Cable)
Limited and BTH (Intercable) Limited) and Comcast. As a result of such
transactions, the Reporting Person no longer beneficially owns any shares of the
Issuer's Class A Common Stock or any Option to Purchase any shares of the
Issuer's Common Stock.
</FN>
</TABLE>
/s/ Marc Ryan April 15, 1999
- ------------------------------- ------------------------------
Signature of Reporting Person Date
Marc Ryan
Vice President, Associate General
Counsel and Corporate Secretary,
BCE Inc.
