CABLE TV FUND 12-C LTD, 10-K405, 1998-03-09

CABLE TV FUND 12-C LTD
10-K405, 1998-03-09
RADIOTELEPHONE COMMUNICATIONS

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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________ to _____________

Commission file number: 0-13964

CABLE TV FUND 12-C, LTD.
------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-0970000
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(State of Organization) (IRS Employer Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and (Registrant's telephone no.
Zip Code) including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Interests

Indicate by check mark whether the registrants, (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:

Yes [x] No [_]

Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

DOCUMENTS INCORPORATED BY REFERENCE: None

<PAGE>

Certain information contained in this Form 10-K Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included in this Form 10-K Report that address activities,
events or developments that the Partnership, the Venture or the General Partner
expects, believes or anticipates will or may occur in the future are forward-
looking statements. These forward-looking statements are based upon certain
assumptions and are subject to a number of risks and uncertainties. Actual
events or results may differ materially from those discussed in the forward-
looking statements as a result of various factors.

PART I.
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ITEM 1. BUSINESS
-----------------

THE PARTNERSHIP. Cable TV Fund 12-C, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 12 Limited Partnership
Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the
"General Partner"). Cable TV Fund 12-A, Ltd. ("Fund 12-A"), Cable TV Fund 12-B,
Ltd. ("Fund 12-B") and Cable TV Fund 12-D, Ltd. ("Fund 12-D") are the other
partnerships that were formed pursuant to that Program. In 1986, the
Partnership, Fund 12-B and Fund 12-D formed a general partnership known as Cable
TV Fund 12-BCD Venture (the "Venture"), in which the Partnership owns a 15
percent interest, Fund 12-B owns a 9 percent interest and Fund 12-D owns a 76
percent interest. The Partnership and the Venture were formed for the purpose
of acquiring and operating cable television systems.

The Partnership does not directly own any cable television systems.
The Partnership's sole asset is its 15 percent interest in the Venture. The
Venture owns the cable television systems serving Palmdale, Lancaster and Rancho
Vista and the military installation of Edwards Air Force Base, all in California
(the "Palmdale System") and Albuquerque, New Mexico (the "Albuquerque System").
See Item 2. The Palmdale System and the Albuquerque System may collectively be
referred to as the "Systems." The Venture has entered into an agreement to sell
the Albuquerque System to the General Partner, and the General Partner expects
the Palmdale System will also be sold in 1998.

PROPOSED DISPOSITION OF CABLE TELEVISION SYSTEM. Pursuant to the
terms and conditions of a purchase and sale agreement dated as of July 28, 1997
(the "Purchase and Sale Agreement") by and between the Venture as seller and the
General Partner as purchaser, the Venture agreed to sell the Albuquerque System
to the General Partner or to a subsidiary of the General Partner. The General
Partner has assigned its rights and obligations as purchaser to Jones
Communications of New Mexico, Inc., an indirect wholly owned subsidiary.
Subject to the customary working capital closing adjustments, the sales price
for the Albuquerque System is $222,963,267, which price is based on the average
of three separate independent appraisals of the Albuquerque System's fair market
value. The closing of the sale will occur on a date upon which the Venture and
the purchaser mutually agree. It is anticipated that the closing will occur in
the second quarter of 1998 within a few weeks after receipt of the approval of
the sale by the limited partners of the Venture's three constituent limited
partnerships: the Partnership, Fund 12-B and Fund 12-D. The General Partner
anticipates that it will conduct a vote of the limited partners of the
Partnership, Fund 12-B and Fund 12-D in March and April 1998.

The purchaser's obligations under the Purchase and Sale Agreement are
subject to the following conditions: (a) the Venture shall have obtained all
material consents and approvals from governmental authorities and third parties
with whom the Venture has contracted that are necessary for the transfer of the
Albuquerque System, (b) all representations and warranties of the Venture shall
be true and correct in all material respects as of the closing date and (c)
termination or expiration of the statutory waiting period applicable to the
Purchase and Sale Agreement and the transactions contemplated thereby under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). The Venture's obligations under the Purchase and Sale Agreement are
subject to the following conditions: (a) the receipt of the purchase price for
the Albuquerque System, (b) the limited partners of the Partnership, Fund 12-B
and Fund 12-D shall have approved the Venture's sale of the

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Albuquerque System and (c) the statutory waiting periods applicable to the
Purchase and Sale Agreement and the transactions contemplated thereby under the
HSR Act shall have terminated or shall have expired. All waiting periods under
the HSR Act have expired, thereby removing this as a condition to closing.

Upon the consummation of the proposed sale of the Albuquerque System,
the Venture will repay its outstanding Senior Notes balance of $41,544,890 plus
a make whole premium that, based on current market interest rates, is estimated
to total $2,016,985, plus accrued interest and, pursuant to an amendment to the
Venture's credit facility, distribute $125,000,000 to the Partnership, Fund 12-B
and Fund 12-D. The remaining proceeds will be used to repay a portion of the
outstanding balance and accrued interest on its credit facility. The
Partnership will receive 15 percent of the net sale proceeds, estimated to total
approximately $19,097,217, and the Partnership will distribute this portion of
the net sale proceeds to its partners of record as of the closing date of the
sale of the Albuquerque System. Based upon financial information as of December
31, 1997, as a result of the Albuquerque System's sale, the limited partners of
the Partnership, as a group, will receive approximately $18,175,163 and the
General Partner will receive approximately $922,054. Limited partners will
receive $382 for each $500 limited partnership interest, or $763 for each $1,000
invested in the Partnership from the Partnership's portion of the net proceeds
of the Albuquerque System's sale. Once the Partnership has completed the
distribution of its portion of the net proceeds from the sale of the Albuquerque
System, limited partners of the Partnership will have received a total of $555
for each $500 limited partnership interest, or $1,109 for each $1,000 invested
in the Partnership, taking into account the prior distributions to limited
partners made in 1996 from the net proceeds of the sale of the Tampa System.

CABLE TELEVISION SERVICES. The Systems offer to subscribers various
types of programming, which include basic service, tier service, premium
service, pay-per-view programs and packages including several of these services
at combined rates.

Basic cable television service usually consists of signals of all
national television networks broadcast by their local affiliates, various
independent and educational television stations (both VHF and UHF) and certain
signals received from satellites. Basic service also usually includes programs
originated locally by the system, which may consist of music, news, weather
reports, stock market and financial information and live or videotaped programs
of a public service or entertainment nature. FM radio signals are also
frequently distributed to subscribers as part of the basic service.

The Systems offer tier services on an optional basis to its
subscribers. A tier generally includes most of the cable networks such as
Entertainment and Sports Programming Network (ESPN), Cable News Network (CNN),
Turner Network Television (TNT), Family Channel, Discovery and others, and the
cable television operators buy tier programming from these networks. The
Systems also offer a package that includes the basic service channels and the
tier services.

The Systems also offer premium services to subscribers, which consist
of feature films, sporting events and other special features that are presented
without commercial interruption. The cable television operators buy premium
programming from suppliers such as HBO, Showtime, Cinemax, Encore and others at
a cost based on the number of subscribers served by the cable operator. The per
service cost of premium service programming usually is significantly more
expensive than the basic service or tier service programming, and consequently
cable operators price premium service separately when sold to subscribers.

The Systems also offer to subscribers pay-per-view programming. Pay-
per-view is a service that allows subscribers to receive single programs,
frequently consisting of motion pictures that have recently completed their
theatrical exhibitions and major sporting events, and to pay for such service on
a program-by-program basis.

REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Systems. At December 31, 1997,
the Systems' monthly basic service rates ranged from $8.35 to $13.81, monthly
basic and tier ("basic plus") service rates ranged from $17.00 to $26.52 and
monthly premium services ranged from $1.95 to $10.95 per premium service. In
addition, the Venture earns revenues from the

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Systems' pay-per-view programs and advertising fees. Related charges may include
a nonrecurring installation fee that ranges from $4.95 to $35.54; however, from
time to time the Systems have followed the common industry practice of reducing
or waiving the installation fee during promotional periods. Commercial
subscribers such as hotels, motels and hospitals are charged a nonrecurring
connection fee that usually covers the cost of installation. Except under the
terms of certain contracts with commercial subscribers and residential apartment
and condominium complexes, the subscribers are free to discontinue the service
at any time without penalty. For the year ended December 31, 1997, of the total
fees received by the Systems, basic service and tier service fees accounted for
approximately 64% of total revenues, premium service fees accounted for
approximately 12% of total revenues, pay-per-view fees were approximately 3% of
total revenues, advertising fees were approximately 9% of total revenues and the
remaining 12% of total revenues came principally from equipment rentals,
installation fees and program guide sales. The Venture is dependent upon the
timely receipt of service fees to provide for maintenance and replacement of
plant and equipment, current operating expenses and other costs of the Systems.

FRANCHISES. The Systems are constructed and operated under non-
exclusive, fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") granted by local governmental
authorities. These franchises typically contain many conditions, such as time
limitations on commencement and completion of construction, conditions of
service, including the number of channels, types of programming and the
provision of free service to schools and certain other public institutions, and
the maintenance of insurance and indemnity bonds. The provisions of local
franchises are subject to federal regulation.

The Venture holds 14 franchises relating to the Systems. These
franchises provide for the payment of fees to the issuing authorities and
generally range from 3% to 5% of the gross revenues of a cable television
system. The 1984 Cable Act prohibits franchising authorities from imposing
annual franchise fees in excess of 5% of gross revenues and also permits the
cable television system operator to seek renegotiation and modification of
franchise requirements if warranted by changed circumstances.

The Venture has never had a franchise revoked. The Venture does not
have any franchises that will expire prior to December 31, 1998.

COMPETITION. Cable television systems currently experience
competition from several sources.

Broadcast Television. Cable television systems have traditionally
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competed with broadcast television, which consists of television signals that
the viewer is able to receive directly on his television without charge using an
"off-air" antenna. The extent of such competition is dependent in part upon the
quality and quantity of signals available by such antenna reception as compared
to the services provided by the local cable system. Accordingly, it has
generally been less difficult for cable operators to obtain higher penetration
rates in rural areas where signals available off-air are limited, than in
metropolitan areas where numerous, high quality off-air signals are often
available without the aid of cable television systems.

Traditional Overbuild. Cable television franchises are not exclusive,
---------------------
so that more than one cable television system may be built in the same area
(known as an "overbuild"), with potential loss of revenues to the operator of
the original cable television system. The General Partner has experienced
overbuilds in connection with certain systems that it has owned or managed for
limited partnerships, and currently there are overbuilds in the systems owned or
managed by the General Partner but not in any of the systems owned by the
Venture. Constructing and developing a cable television system is a capital
intensive process, and it is often difficult for a new cable system operator to
create a marketing edge over the existing system. Generally, an overbuilder
would be required to obtain franchises from the local governmental authorities,
although in some instances, the overbuilder could be the local government
itself. In any case, an overbuilder would be required to obtain programming
contracts from entertainment programmers and, in most cases, would have to build
a complete cable system, including headends, trunk lines and drops to individual
subscribers homes, throughout the franchise areas.

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DBS. High-powered direct-to-home satellites have made possible the
---
wide-scale delivery of programming to individuals throughout the United States
using small roof-top or wall-mounted antennas. Several companies began offering
direct broadcast satellite ("DBS") service over the last few years. Companies
offering DBS service use video compression technology to increase channel
capacity of their systems to 100 or more channels and to provide packages of
movies, satellite network and other program services which are competitive to
those of cable television systems. DBS faces technical and legal obstacles to
offering its customers local broadcast programming, although at least one DBS
provider is now attempting to do so. In addition to emerging high-powered DBS
competition, cable television systems face competition from a major medium-
powered satellite distribution provider and several low-powered providers, whose
service requires use of much larger home satellite dishes. Not all subscribers
terminate cable television service upon acquiring a DBS system. The General
Partner has observed that there are DBS subscribers that also elect to subscribe
to cable television service in order to obtain the greatest variety of
programming on multiple television sets, including local programming not
available through DBS service. The ability of DBS service providers to compete
successfully with the cable television industry will depend on, among other
factors, the ability of DBS providers to overcome certain legal and technical
hurdles and the availability of equipment at reasonable prices.

Telephone and Utilities. Federal cross-ownership restrictions
-----------------------
historically limited entry by local telephone companies into the cable
television business. The 1996 Telecommunications Act (the "1996 Telecom Act")
eliminated this cross-ownership restriction, making it possible for companies
with considerable resources to overbuild existing cable operators and enter the
business. Several telephone companies have begun seeking cable television
franchises from local governmental authorities and constructing cable television
systems. The General Partner cannot predict at this time the extent of
telephone company competition that will emerge to owned or managed cable
television systems. The entry of telephone companies as direct competitors,
however, is likely to continue over the next several years and could adversely
affect the profitability and market value of the General Partner's owned and
managed systems. The entry of electric utility companies into the cable
television business, as now authorized by the 1996 Telecom Act, could have a
similar adverse effect. The local electric utility in the Washington D.C. area
recently announced plans to participate in RCN, a planned video competitor.

Private Cable. Additional competition is provided by private cable
-------------
television systems, known as Satellite Master Antenna Television (SMATV),
serving multi-unit dwellings such as condominiums, apartment complexes, and
private residential communities. These private cable systems may enter into
exclusive agreements with apartment owners and homeowners associations, which
may preclude operators of franchised systems from serving residents of such
private complexes. Private cable systems that do not cross public rights of way
are free from the federal, state and local regulatory requirements imposed on
franchised cable television operators. In some cases, the Venture has been
unable to provide cable television service to buildings in which private
operators have secured exclusive contracts to provide video and telephony
services. The Venture is interested in providing these same services, but
expects that the market to install and provide these services in multi-unit
buildings will continue to be highly competitive.

MMDS. Cable television systems also compete with wireless program
----
distribution services such as multichannel, multipoint distribution service
("MMDS") systems, commonly called wireless cable, which are licensed to serve
specific areas. MMDS uses low-power microwave frequencies to transmit
television programming over-the-air to paying subscribers. The MMDS industry is
less capital intensive than the cable television industry, and it is therefore
more practical to construct MMDS systems in areas of lower subscriber
penetration. Wireless cable systems are now in direct competition with cable
television systems in several areas of the country, including the system in Pima
County, Arizona owned by the General Partner. Telephone companies have acquired
or invested in wireless companies, and may use MMDS systems to provide services
within their service areas in lieu of wired delivery systems. Enthusiasm for
MMDS has waned in recent months, however, as Bell Atlantic and NYNEX have
suspended their investment in two major MMDS companies. To date, the Venture
has not lost a significant number of subscribers, nor a significant amount of
revenue, to MMDS operators competing with the Venture's cable television
systems. A series of actions taken by the FCC, however, including reallocating
certain frequencies to the wireless services, are intended to facilitate the
development of wireless cable television systems as an alternative means of
distributing video programming. In addition, Local Multipoint Distribution
Services ("LMDS"), could also pose a significant threat to the cable television
industry, if

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and when it becomes established. The potential impact, however, of LMDS is
difficult to assess due to the newness of the technology and the absence of any
current fully operational LMDS systems.

Cable television systems are also in competition, in various degrees
with other communications and entertainment media, including motion pictures and
home video cassette recorders.

REGULATION AND LEGISLATION
- --------------------------

The operation of cable television systems is extensively regulated by
the FCC, some state governments and most local governments. The new 1996
Telecom Act alters the regulatory structure governing the nation's
telecommunications providers. It removes barriers to competition in both the
cable television market and the local telephone market. Among other things, it
also reduces the scope of cable rate regulation.

The 1996 Telecom Act requires the FCC to undertake a host of
implementing rulemakings, the final outcome of which cannot yet be determined.
Moreover, Congress and the FCC have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect
the Venture's operations and there has been a recent increase in calls to
maintain or even tighten cable regulation in the absence of widespread effective
competition. This section briefly summarizes key laws and regulations affecting
the operation of the Venture's cable systems and does not purport to describe
all present, proposed, or possible laws and regulations affecting the Venture.

Cable Rate Regulation. The 1992 Cable Act imposed an extensive rate
---------------------
regulation regime on the cable television industry. Under that regime, all
cable systems are subject to rate regulation, unless they face "effective
competition" in their local franchise area. Federal law now defines "effective
competition" on a community-specific basis as requiring either low penetration
(less than 30%) by the incumbent cable operator, appreciable penetration (more
than 15%) by competing multichannel video providers ("MVPs"), or the presence of
a competing MVP affiliated with a local telephone company.

Although the FCC rules control, local government units (commonly
referred to as local franchising authorities or "LFAs") are primarily
responsible for administering the regulation of the lowest level of cable -- the
basic service tier ("BST"), which typically contains local broadcast stations
and public, educational, and government ("PEG") access channels. Before an LFA
begins BST rate regulation, it must certify to the FCC that it will follow
applicable federal rules, and many LFAs have voluntarily declined to exercise
this authority. LFAs also have primary responsibility for regulating cable
equipment rates. Under federal law, charges for various types of cable
equipment must be unbundled from each other and from monthly charges for
programming services. The 1996 Telecom Act allows operators to aggregate costs
for broad categories of equipment across geographic and functional lines. This
change should facilitate the introduction of new technology.

The FCC itself directly administers rate regulation of any cable
programming service tiers ("CPST"), which typically contain satellite-delivered
programming. Under the 1996 Telecom Act, the FCC can regulate CPST rates only
if an LFA first receives at least two rate complaints from local subscribers and
then files a formal complaint with the FCC. When new CPST rate complaints are
filed, the FCC now considers only whether the incremental increase is justified
and will not reduce the previously established CPST rate.

Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price cap scheme that allows for the
recovery of inflation and certain increased costs, as well as providing some
incentive for expanding channel carriage. The FCC has modified its rate
adjustment regulations to allow for annual rate increases and to minimize
previous problems associated with regulatory lag. Operators also have the
opportunity of bypassing this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable. Premium cable services offered on a per-channel or per-
program basis remain unregulated, as do affirmatively marketed packages
consisting entirely of new programming product. Federal law requires that the
BST be offered to all cable subscribers, but limits the ability of operators to
require purchase of any CPST before purchasing premium services offered on a
per-channel or per-program basis.

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The 1996 Telecom Act sunsets FCC regulation of CPST rates for all
systems (regardless of size) on March 31, 1999. Certain critics of the cable
television industry have called for a delay in the regulatory sunset and some
have even urged more rigorous rate regulation in the interim, including a limit
on operators passing through to their customers increased programming costs.
The 1996 Telecom Act also relaxes existing uniform rate requirements by
specifying that uniform rate requirements do not apply where the operator faces
"effective competition," and by exempting bulk discounts to multiple dwelling
units, although complaints about predatory pricing still may be made to the FCC.

Cable Entry Into Telecommunications. The 1996 Telecom Act provides
-----------------------------------
that no state or local laws or regulations may prohibit or have the effect of
prohibiting any entity from providing any interstate or intrastate
telecommunications service. States are authorized, however, to impose
"competitively neutral" requirements regarding universal service, public safety
and welfare, service quality, and consumer protection. State and local
governments also retain their authority to manage the public rights-of-way and
may require reasonable, competitively neutral compensation for management of the
public rights-of-way when cable operators provide telecommunications service.
The favorable pole attachment rates afforded cable operators under federal law
can be gradually increased by utility companies owning the poles (beginning in
2001) if the operator provides telecommunications service, as well as cable
service, over its plant.

Cable entry into telecommunications will be affected by the regulatory
landscape now being fashioned by the FCC and state regulators. One critical
component of the 1996 Telecom Act to facilitate the entry of new
telecommunications providers (including cable operators) is the interconnection
obligation imposed on all telecommunications carriers. In July 1997, the Eighth
Circuit Court of Appeals vacated certain aspects of the FCC's initial
interconnection order. That decision is now on appeal to the U.S. Supreme
Court.

Telephone Company Entry Into Cable Television. The 1996 Telecom Act
---------------------------------------------
allows telephone companies to compete directly with cable operators by repealing
the historic telephone company/cable cross-ownership ban. Local exchange
carriers ("LECs"), including the BOCs, can now compete with cable operators both
inside and outside their telephone service areas. Because of their resources,
LECs could be formidable competitors to traditional cable operators, and certain
LECs have begun offering cable service. As described above, the General Partner
is now witnessing the beginning of LEC competition in a few of its cable
communities.

Under the 1996 Telecom Act, a LEC providing video programming to
subscribers will be regulated as a traditional cable operator (subject to local
franchising and federal regulatory requirements), unless the LEC elects to
provide its programming via an "open video system" ("OVS"). To qualify for OVS
status, the LEC must reserve two-thirds of the system's activated channels for
unaffiliated entities. RCN and affiliates of local power companies recently
have been certified to provide OVS service in areas encompassing the General
Partner's cable systems in suburban Maryland and Virginia. This OVS potential
competition is not yet operational.

Although LECs and cable operators can now expand their offerings
across traditional service boundaries, the general prohibition remains on LEC
buyouts (i.e., any ownership interest exceeding 10 percent) of co-located cable
systems, cable operator buyouts of co-located LEC systems, and joint ventures
between cable operators and LECs in the same market. The 1996 Telecom Act
provides a few limited exceptions to this buyout prohibition, including a
carefully circumscribed "rural exemption." The 1996 Telecom Act also provides
the FCC with the limited authority to grant waivers of the buyout prohibition
(subject to LFA approval).

Electric Utility Entry Into Telecommunications/Cable Television. The
---------------------------------------------------------------
1996 Telecom Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services (including cable
television) notwithstanding the Public Utilities Holding Company Act. Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the FCC for operating authority.
Again, because of their resources, electric utilities could be formidable
competitors to traditional cable systems.

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Additional Ownership Restrictions. The 1996 Telecom Act eliminates
---------------------------------
statutory restrictions on broadcast/cable cross-ownership (including broadcast
network/cable restrictions), but leaves in place existing FCC regulations
prohibiting local cross-ownership between co-located television stations and
cable systems. The 1996 Telecom Act also eliminates the three year holding
period required under the 1992 Cable Act's "anti-trafficking" provision. The
1996 Telecom Act leaves in place existing restrictions on cable cross-ownership
with SMATV and MMDS facilities, but lifts those restrictions where the cable
operator is subject to effective competition. In January 1995, however, the FCC
adopted regulations which permit cable operators to own and operate SMATV
systems within their franchise area, provided that such operation is consistent
with local cable franchise requirements.

Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a
cable system from devoting more than 40% of its activated channel capacity to
the carriage of affiliated national program services. A companion rule
establishing a nationwide ownership cap on any cable operator equal to 30% of
all domestic cable subscribers has been stayed pending further judicial review,
although the FCC recently expressed an interest in reviewing and reimposing this
limit.

There are no federal restrictions on non-U.S. entities having an
ownership interest in cable television systems or the FCC licenses commonly
employed by such systems. Section 310(b)(4) of the Communications Act does,
however, prohibit foreign ownership of FCC broadcast and telephone licenses,
unless the FCC concludes that such foreign ownership is consistent with the
public interest. The investment of BCI Telecom Holding Inc. ("BCI") in the
General Partner could, therefore, adversely affect any plan to acquire FCC
broadcast or common carrier licenses. The Partnership, however, does not
currently plan to acquire such licenses.

Must Carry/Retransmission Consent. The 1992 Cable Act contains
---------------------------------
broadcast signal carriage requirements that allow local commercial television
broadcast stations to elect once every three years between requiring a cable
system to carry the station ("must carry") or negotiating for payments for
granting permission to the cable operator to carry the station ("retransmission
consent"). Less popular stations typically elect "must carry," and more popular
stations typically elect "retransmission consent." Must carry requests can
dilute the appeal of a cable system's programming offerings, and retransmission
consent demands may require substantial payments or other concessions. Either
option has a potentially adverse affect on the Venture's business.
Additionally, cable systems are required to obtain retransmission consent for
all "distant" commercial television stations (except for satellite-delivered
independent "superstations" such as WGN). The burden associated with "must
carry" may increase substantially if broadcasters proceed with planned
conversion to digital transmission and the FCC determines that cable systems
must carry all analogue and digital broadcasts in their entirety.

Access Channels. LFAs can include franchise provisions requiring
---------------
cable operators to set aside certain channels for public, educational and
governmental access programming. Federal law also requires cable systems to
designate a portion of their channel capacity (up to 15% in some cases) for
commercial leased access by unaffiliated third parties. The FCC has adopted
rules regulating the terms, conditions and maximum rates a cable operator may
charge for use of the designated channel capacity, but use of commercial leased
access channels has been relatively limited. The FCC released revised rules in
February 1997 mandating a modest rate reduction. The reduction sparked some
increase in part-time use, but did not make commercial leased access
substantially more attractive to third party programmers. Certain of those
programmers have now appealed the revised rules to the D.C. Court of Appeals.
Should the courts and the FCC ultimately determine that an additional reduction
in access rates is required, cable operators could lose programming control of a
substantial number of cable channels.

Access to Programming. To spur the development of independent cable
---------------------
programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers. Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring cable operators over competitors and requires such programmers to sell
their programming to other multichannel video distributors. This provision
limits the ability of vertically integrated cable programmers to offer exclusive
programming arrangements to cable companies. There recently has been increased
interest in further restricting the marketing practices of cable

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programmers, including subjecting programmers who are not affiliated with cable
operators to all of the existing program access requirements.

Inside Wiring. The FCC recently determined that an incumbent cable
-------------
operator can be required by the owner of a multiple dwelling unit ("MDU")
complex to remove, abandon or sell the "home run" wiring it initially provided.
In addition, the FCC is reviewing the enforceability of contracts to provide
exclusive video service within a MDU complex. The FCC has proposed abrogating
all such contracts held by incumbent cable operators, but allowing such
contracts when held by new entrants. These changes, and others now being
considered by the FCC, would, if implemented, make it easier for a MDU complex
owner to terminate service from an incumbent cable operator in favor of a new
entrant and leave the already competitive MDU sector even more challenging for
incumbent cable operators.

Other FCC Regulations. In addition to the FCC regulations noted
---------------------
above, there are other FCC regulations covering such areas as equal employment
opportunity, subscriber privacy, programming practices (including, among other
things, syndicated program exclusivity, network program nonduplication, local
sports blackouts, indecent programming, lottery programming, political
programming, sponsorship identification, and children's programming
advertisements), registration of cable systems and facilities licensing,
maintenance of various records and public inspection files, frequency usage,
lockbox availability, antenna structure notification, tower marking and
lighting, consumer protection and customer service standards, technical
standards and consumer electronics equipment compatibility. Federal
requirements governing Emergency Alert Systems and Closed Captioning adopted in
1997 will impose additional costs on the operation of cable systems. The FCC is
currently considering whether cable customers must be allowed to purchase cable
converters from third party vendors. If the FCC concludes that such
distribution is required, and does not make appropriate allowances for signal
piracy concerns, it may become more difficult for cable operators to combat
theft of service. The FCC has the authority to enforce its regulations through
the imposition of substantial fines, the issuance of cease and desist orders
and/or the imposition of other administrative sanctions, such as the revocation
of FCC licenses needed to operate certain transmission facilities used in
connection with cable operations.

Internet Access. Many cable operators have begun offering high speed
---------------
internet service to their customers. At this time, there is no significant
federal or local regulation of this service. However, as internet services
develop, it is possible that new regulations could be imposed.

Copyright. Cable television systems are subject to federal copyright
---------
licensing covering carriage of television and radio broadcast signals. In
exchange for filing certain reports and contributing a percentage of their
revenues to a federal copyright royalty pool (that varies depending on the size
of the system and the number of distant broadcast television signals carried),
cable operators can obtain blanket permission to retransmit copyrighted material
on broadcast signals. The possible modification or elimination of this
compulsory copyright license is the subject of continuing legislative review and
could adversely affect the Venture's ability to obtain desired broadcast
programming. In addition, the cable industry pays music licensing fees to BMI
and is negotiating a similar arrangement with ASCAP. Copyright clearances for
nonbroadcast programming services are arranged through private negotiations.

State and Local Regulation. Cable television systems generally are
--------------------------
operated pursuant to nonexclusive franchises granted by a municipality or other
state or local government entity in order to cross public rights-of-way.
Federal law now prohibits franchise authorities from granting exclusive
franchises or from unreasonably refusing to award additional franchises. Cable
franchises generally are granted for fixed terms and in many cases include
monetary penalties for non-compliance and may be terminable if the franchisee
fails to comply with material provisions.

The terms and conditions of franchises vary materially from
jurisdiction to jurisdiction. Each franchise generally contains provisions
governing cable operations, service rates, franchise fees, system construction
and maintenance obligations, system channel capacity, design and technical
performance, customer service standards, and indemnification protections. A
number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public

9
<PAGE>

utility. Although LFAs have considerable discretion in establishing franchise
terms, there are certain federal limitations. For example, LFAs cannot insist on
franchise fees exceeding 5% of the system's gross revenues, cannot dictate the
particular technology used by the system, and cannot specify video programming
other than identifying broad categories of programming.

Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the franchise authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and services or
increased franchise fees as a condition of renewal. Similarly, if a franchise
authority's consent is required for the purchase or sale of a cable system or
franchise, such authority may attempt to impose more burdensome or onerous
franchise requirements in connection with a request for consent. Historically,
franchises have been renewed for cable operators that have provided satisfactory
services and have complied with the terms of their franchises.

GENERAL. The Venture's business consists of providing cable
television services to a large number of customers, the loss of any one of which
would have no material effect on the Venture's business. The Systems have had
some subscribers who later terminated the service. Terminations occur primarily
because people move to another home or to another city. In other cases, people
terminate on a seasonal basis or because they no longer can afford or are
dissatisfied with the service. The amount of past due accounts in the Systems
is not significant. The Venture's policy with regard to past due accounts is
basically one of disconnecting service before a past due account becomes
material.

The Venture does not depend to any material extent on the availability
of raw materials; it carries no significant amounts of inventory and it has no
material backlog of customer orders. Neither the Venture nor the Partnership
has any employees because all properties are managed by employees of the General
Partner. The General Partner has engaged in research and development activities
relating to the provision of new services but the amount of the Venture's funds
expended for such research and development has never been material.

Compliance with federal, state and local provisions that have been
enacted or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has had no material
effect upon the capital expenditures, earnings or competitive position of the
Venture.

10
<PAGE>

ITEM 2. PROPERTIES
-------------------

The cable television systems owned by the Venture are described below:

<TABLE>
<CAPTION>
Ownership SYSTEM ACQUISITION DATE
--------- ------ ----------------
<S> <C> <C>
Cable TV Fund 12-B, Ltd., Cable TV Fund Palmdale System April 1986
12-C, Ltd. and Cable TV Fund 12-D, Albuquerque System August 1986
Ltd. own a 9%, 15% and 76% interest,
respectively, through their interest
in Cable TV Fund 12-BCD Venture
</TABLE>

The following sets forth (i) the monthly basic plus service rates
charged to subscribers and (ii) the number of basic subscribers and pay units
for the Systems. The monthly basic service rates set forth herein represent,
with respect to systems with multiple headends, the basic service rate charged
to the majority of the subscribers within the system. In cable television
systems, basic subscribers can subscribe to more than one pay TV service. Thus,
the total number of pay services subscribed to by basic subscribers are called
pay units. As of December 31, 1997, the Palmdale System operated cable plant
passing approximately 87,800 homes, with an approximate 72% penetration rate,
and the Albuquerque System operated cable plant passing approximately 236,600
homes, with an approximate 48% penetration rate. Figures for numbers of
subscribers and homes passed are compiled from the General Partner's records and
may be subject to adjustments.
<TABLE>
<CAPTION>

At December 31,
------------------------------
PALMDALE SYSTEM 1997 1996 1995
- --------------- -------- -------- --------
<S> <C> <C> <C>
Monthly basic plus service rate $ 26.52 $ 24.77 $ 23.27
Basic subscribers 63,521 63,188 61,993
Pay units 42,731 45,108 46,699

At December 31,
------------------------------
ALBUQUERQUE SYSTEM 1997 1996 1995
- ------------------ -------- -------- --------
<S> <C> <C> <C>
Monthly basic plus service rate $ 25.35 $ 23.95 $ 22.85
Basic subscribers 114,553 112,460 109,911
Pay units 68,113 61,210 57,189

</TABLE>

ITEM 3. LEGAL PROCEEDINGS
--------------------------

David Hirsch, Marty, Inc. Pension Plan (By its Trustee and
----------------------------------------------------------
Beneficiary, Martin Ury) and Jonathan Fussner and Eileen Fussner, derivatively
- ------------------------------------------------------------------------------
on behalf of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV
- ----------------------------------------------------------------------------
Fund 12-D, Ltd. v. Jones Intercable, Inc. (Arapahoe County District Court,
- -----------------------------------------
Colorado, Case No. 96-CV-1800, Division 3).

11
<PAGE>

The price paid for the Tampa System was determined by the average of three
separate, independent appraisals of the Tampa System's fair market value as
required by the limited partnership agreements of the Partnership, Fund 12-B and
Fund 12-D. The plaintiffs have challenged the adequacy and independence of the
appraisals. The consolidated complaint seeks damages in an unspecified amount
and an award of attorneys' fees, and the complaint also seeks punitive damages
and certain equitable relief.

The General Partner has filed its answer to the consolidated complaint
and has generally denied the substantive allegations in the complaint and has
asserted a number of affirmative defenses. The General Partner intends to
defend this lawsuit vigorously.

On August 29, 1997, the General Partner moved for summary judgment in
its favor on the ground that plaintiffs did not make demand on the General
Partner for the relief they seek before commencing their lawsuits or show that
such a demand would have been futile. On January 8, 1998, the Court (1) held
that plaintiffs did not make demand before commencing their lawsuits or show
that such demand would have been futile, (2) stayed the consolidated case and
vacated the February 17, 1998 trial date, (3) ordered that plaintiffs make a
demand on the General Partner and that the General Partner appoint an
independent counsel to review, consider and report on that demand, (4) ordered
that the independent counsel be appointed at the March 1998 meeting of the
General Partner's Board of Directors and (5) ordered that the independent
counsel will be subject to the approval of the Court. The Court set a new trial
date for October 26, 1998 in the event that the case is not resolved through the
independent counsel process or otherwise.

Section 2.2 of the Partnership's limited partnership agreement (the
"Partnership Agreement") provides that the General Partner will not be liable to
the Partnership or to the limited partners for any act or omission performed or
omitted by it in good faith pursuant to the authority granted to the General
Partner by the Partnership Agreement. This provision further provides that the
General Partner will be liable to the Partnership and to the limited partners
only for fraud, bad faith or gross negligence in the performance of the cable
television activities of the Partnership or negligence in the management of the
internal affairs of the Partnership. Section 9.6 of the Partnership Agreement
provides that the Partnership "shall indemnify and save harmless the General
Partner and its affiliates and any agent or officer or director thereof, from
any loss or damage incurred by them, including legal fees and expenses and
amounts paid in settlement by reason of any action performed by the General
Partner or any agent, officer or director thereof on behalf of the Partnership
or in furtherance of its interest; provided, however, that the foregoing shall
not relieve the General Partner of its fiduciary duty to the limited partners or
liability for (nor shall the General Partner be indemnified for) its fraud, bad
faith or gross negligence in the performance of the cable television activities
of the Partnership or negligence in the management of the internal affairs of
the Partnership." In accordance with the foregoing provisions of the
Partnership Agreement, the Partnership, together with Fund 12-B and Fund 12-D,
which have identical partnership agreement provisions with respect to general
partner liability and indemnification, will be obligated to indemnify and save
harmless the General Partner from any loss incurred by it, including its legal
fees and expenses and amounts paid in settlement, in connection with the
litigation concerning the Tampa System sale unless the General Partner is found
to have breached its fiduciary duty to the limited partners in connection with
the Tampa System sale or is found to have committed fraud or to have acted in
bad faith or with gross negligence in connection with the Tampa System sale.
Amounts reimbursed to the General Partner by the three constituent limited
partnerships of the Venture would be in proportion to their ownership interests
in the Venture and such amounts may be significant, but the General Partner
expects that any such reimbursement will not have a material adverse effect on
the Partnership or the Venture.

Maxine Cohen, for herself and all others similarly situated v. Jones
--------------------------------------------------------------------
Intercable, Inc., a Colorado corporation for itself, its wholly owned
- ---------------------------------------------------------------------
subsidiaries, managed partnerships and other affiliated cable television
- ------------------------------------------------------------------------
entities (Bernalillo County, New Mexico District Court, Second Judicial
- --------
District, Case No. CV-97 09694). This class action Complaint for Declaratory
and Injunctive Relief and Restitution was filed on October 27, 1997 in the
Bernalillo County District Court, by Maxine Cohen for herself and all others
similarly situated. The Complaint basically alleges that the Defendant, Jones
Intercable, Inc., for itself, its wholly owned subsidiaries, managed
partnerships and other affiliated cable television entities, collected from its
cable television subscribers, illegal late payment penalties.

12
<PAGE>

Belen Cordova, on behalf of herself and all others similarly situated
---------------------------------------------------------------------
v. Jones Intercable, Inc. (Bernalillo County, New Mexico District Court, Second
- -------------------------
Judicial District, Case No. CV-97 10957). This Class Action Complaint for
Breach of Contract, Unconscionable Trade Practice and Restitution was filed on
December 2, 1997 in the Bernalillo County District Court by Belen Cordova on
behalf of herself and all others similarly situated. The Complaint alleges that
Jones Intercable, Inc. charges and collects from its cable television
subscribers in New Mexico unconscionable late payment penalties.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

None.

PART II.
--------

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
-------------------------------------------------
AND RELATED SECURITY HOLDER MATTERS
-----------------------------------

While the Partnership is publicly held, there is no public market for
the limited partnership interests, and it is not expected that a market will
develop in the future. During 1997, limited partners of the Partnership
conducted "limited tender offers" for interests in the Partnership at prices
ranging from $316 to $332 per interest. As of January 16, 1998, the Partnership
had 47,626 limited partnership interests outstanding held by 3,303 persons.

13
<PAGE>

Item 6. Selected Financial Data
- -------------------------------
<TABLE>
<CAPTION>

For the Year Ended December 31,
--------------------------------------------------------------------------------
Cable TV Fund 12-C, Ltd./(a)/ 1997 1996 1995 1994 1993
- ----------------------------- ------------- ---------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
Operating Income - - - -
Equity in Net Income (Loss) of Cable
Television Joint Venture (733,076) 9,525,374 (1,699,611) (1,967,232) (1,769,867)
Net Income (Loss) (733,076) 9,525,374/(b)/ (1,699,611) (1,967,232) (1,769,867)
Net Income (Loss) per Limited
Partnership Unit (15.24) 195.00/(b)/ (35.33) (40.89) (36.79)
Weighted Average Number of Limited
Partnership Units Outstanding 47,626 47,626 47,626 47,626 47,626
General Partner's Deficit (21,962) (14,631) (253,008) (236,012) (216,340)
Limited Partners' Capital (Deficit) (4,291,839) (3,566,094) (4,608,228) (2,925,613) (978,053)
Total Assets - - - - -
Debt - - - - -
General Partner Advances - - - - -
</TABLE>

<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------------------------------------
Cable TV Fund 12-BCD Venture 1997 1996 1995 1994 1993
- ---------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 82,675,018 $ 82,363,752 $101,399,697 $ 92,823,076 $ 89,131,530
Depreciation and Amortization 21,837,251 22,142,809 26,666,735 24,809,654 25,772,299
Operating Income 6,129,688 1,880,308 4,127,622 289,904 779,887
Net Income (Loss) (4,798,248) 62,338,836/(b)/ (11,124,567) (12,876,242) (11,584,416)
Partners' Capital (Deficit) (27,189,730) (22,391,482) (29,730,318) (18,605,751) (5,729,509)
Total Assets 124,269,504 120,899,336 163,486,029 170,675,914 169,670,552
Debt 144,308,462 138,345,878 180,770,267 180,402,748 167,698,697
Jones Intercable, Inc. Advances - - 4,198,739 616,810 188,430

</TABLE>

(a) Activity in Cable TV Fund 12-C, Ltd. is limited to its equity interest in
Cable TV Fund 12-BCD Venture.

(b) Net income resulted primarily from the sale of the Tampa System by Cable TV
Fund 12-BCD Venture in February 1996.

14
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------

The following discussion of the financial condition and results of
operations of Cable TV Fund 12-C, Ltd. (the "Partnership") and Cable TV Fund 12-
BCD Venture (the "Venture") contains, in addition to historical information,
forward-looking statements that are based upon certain assumptions and are
subject to a number of risks and uncertainties. The Partnership's and Venture's
actual results may differ significantly from the results predicted in such
forward-looking statements.

FINANCIAL CONDITION
- -------------------

Cable TV Fund 12-C, Ltd. -
- ------------------------

The Partnership owns a 15 percent interest in the Venture. The
investment in cable television joint venture is accounted for under the equity
method. The Partnership's share of losses generated by the Venture have
exceeded the Partnership's initial investment in the Venture; therefore, the
investment is classified as a liability. This liability increased by $733,076,
which represents the Partnership's share of losses incurred by the Venture for
the year ended December 31, 1997.

Cable TV Fund 12-BCD Venture -
- ----------------------------

It is the General Partner's publicly announced policy that it intends to
liquidate its managed partnerships, including the partnerships that comprise the
Venture, as opportunities for sales of partnership cable television systems
arise in the marketplace over the next several years. In accordance with the
General Partner's policy, the Venture has sold the Tampa System and has entered
into a purchase and sale agreement to sell the Albuquerque System. The General
Partner expects that the Palmdale System will be sold in 1998.

On July 28, 1997, the Venture entered into a purchase and sale agreement
to sell the Albuquerque System to the General Partner for a sales price of
$222,963,267, which price represents the average of three separate independent
appraisals of the fair market value of the Albuquerque System. The closing of
this sale is subject to a number of conditions, including the approval of the
holders of a majority of the limited partnership interests in each of the three
partnerships that comprise the Venture and necessary governmental and other
third party consents. Closing is expected to occur in the second quarter of
1998. Upon the consummation of the proposed sale of the Albuquerque System, the
Venture will repay its then outstanding Senior Notes balance of $41,544,890 plus
a make whole premium that, based on current market interest rates, is estimated
to total $2,016,985, plus accrued interest, and then, pursuant to an amendment
to the Venture's credit facility, the Venture will distribute $125,000,000 to
the three constituent partnerships of the Venture in proportion to their
ownership interests in the Venture. The remaining proceeds will be used to
repay a portion of the outstanding balance and accrued interest on its credit
facility. The Partnership will receive $19,097,217, or 15 percent of the
$125,000,000 distribution, which Partnership will distribute to its partners of
record as of the closing date of the sale of the Albuquerque System. As a
result of the Albuquerque System's sale, the limited partners of the
Partnership, as a group, will receive $18,175,163 and the General Partner will
receive $922,054. Such distribution represents $382 for each $500 limited
partnership interest, or $763 for each $1,000 invested in the Partnership. Once
the Partnership has completed the distribution, limited partners of the
Partnership will have received a total of $555 for each $500 limited partnership
interest, or $1,109 for each $1,000 invested in the Partnership, taking into
account the prior distribution to limited partners made in 1996 from the net
proceeds of the sale of the Tampa System.

For the year ended December 31, 1997, the Venture generated net cash from
operating activities totaling $14,131,916, which was available to fund capital
expenditures and non-operating costs. Capital expenditures for the Venture
totaled approximately $19,866,800 during 1997. Service drops to homes accounted
for approximately 36 percent of the capital expenditures. New plant
construction accounted for approximately 31 percent of the capital expenditures.
The remaining expenditures were used to maintain the value of the Venture's
systems. These capital expenditures were funded primarily from cash on hand,
cash generated from operations and borrowings from the Venture's credit
facility. Budgeted capital expenditures for all of 1998 are approximately
$12,682,500. Service drops to homes are anticipated to account for
approximately 35 percent. Approximately 29 percent of anticipated capital
expenditures is for new plant construction. The remainder of the anticipated
capital expenditures is necessary to maintain the value of the Venture's systems
until they are sold. Depending upon the timing of the closing of the sale of
the Venture's systems, the Venture will make only the portion of the budgeted
capital expenditures scheduled to be made during the Venture's continued

15
<PAGE>

ownership of its systems. Funding for these expenditures is expected to be
provided by cash on hand, cash generated from operations and borrowings from the
Venture's credit facility.

The Venture's debt arrangements at December 31, 1997 consisted of
$47,479,874 of Senior Notes placed with a group of institutional lenders and a
$120,000,000 credit facility with a group of commercial bank lenders. The
Senior Notes and the credit facility are equal in standing with the other, and
both are equally secured by the assets of the Venture.

The Senior Notes have a fixed interest rate of 8.64 percent and a final
maturity date of March 31, 2000. The Senior Notes require payments of interest
and accelerating principal through maturity, payable semi-annually in March and
September. Semi-annual principal payments of $3,956,656 were made in March and
September 1997, respectively. These payments were funded from cash on hand,
cash generated from operations and borrowings from the Venture's credit
facility. Upon the sale of the Albuquerque System, the Senior Notes will be
repaid in full together with a make whole premium.

The balance outstanding on the Venture's $120,000,000 credit facility at
December 31, 1997 was $95,630,620, leaving $24,369,380 available for future
needs. Upon the sale of the Albuquerque System and pursuant to an amendment to
the Venture's credit facility, the Venture anticipates repaying a portion of the
then outstanding balance of the credit facility and that the commitment will be
reduced to $55,000,000. At the Venture's option, the credit facility will be
payable in full on December 31, 1999 or will convert to a term loan that matures
on December 31, 2004 payable in consecutive quarterly amounts. Interest on the
credit facility is at the Venture's option of the London Interbank Offered Rate
plus .875 percent, the Prime Rate or the Certificate of Deposit Rate plus 1
percent. The effective interest rates on amounts outstanding on the Venture's
credit facility as of December 31, 1997 and 1996 were 6.91 percent and 6.90
percent, respectively.

The Venture has sufficient sources of capital available through its
ability to generate cash from operations and borrowings under its credit
facility to meet its presently anticipated needs until its systems are sold.

RESULTS OF OPERATIONS
- ---------------------

Cable TV Fund 12-C, Ltd. -
- ------------------------

All of the Partnership's operations are represented by its 15 percent
interest in the Venture. Thus, Management's Discussion and Analysis of
Financial Condition and Results of Operations of the Venture should be consulted
for pertinent comments regarding the Partnership's performance.

Cable TV Fund 12-BCD Venture -
- ----------------------------

As a result of the sale of the Tampa System in February 1996, the
following discussion of the Venture's results of operations, through operating
income, pertains only to the results of operations of the Albuquerque System and
the Palmdale System for the periods discussed.

1997 compared to 1996
---------------------

Revenues in the Albuquerque System and the Palmdale System increased
$5,196,458, or approximately 7 percent, to $82,675,018 in 1997 from $77,478,560
in 1996. This increase in revenues was primarily due to basic service rate
increases implemented in the Venture's systems and an increase in the number of
basic service subscribers. Basic service rate increases implemented in the
Venture's systems accounted for approximately 52 percent of the increase in
revenues in 1997. An increase in the number of basic service subscribers in the
Albuquerque System and the Palmdale System accounted for approximately 21
percent of the increase in revenues for 1997. The number of basic service
subscribers increased by 2,426 subscribers, or approximately 1 percent, to
178,074 subscribers in 1997 from 175,648 subscribers in 1996. An increase in
advertising activity accounted for approximately 11 percent of the increase in
revenues for 1997. No other factor was significant to the increase in revenues.

Operating expenses consist primarily of costs associated with the
operation and administration of the Venture's cable television systems. The
principal cost components are salaries paid to system personnel, programming
expenses, professional fees, subscriber billing costs, rent for leased
facilities, cable system maintenance expenses and marketing expenses.

16
<PAGE>

Operating expenses in the Albuquerque System and the Palmdale System
increased $1,680,103, or approximately 4 percent, to $45,958,487 in 1997 from
$44,278,384 in 1996. Operating expenses represented 56 percent and 57 percent,
respectively, of revenues for 1997 and 1996. An increase in programming fees
primarily accounted for the increase in operating expenses. No other factor was
significant to the increase in operating expenses.

The cable television industry generally measures the financial
performance of a cable television system in terms of operating cash flow
(revenues less operating expenses). This measure is not intended to be a
substitute or improvement upon the items disclosed on the financial statements,
rather it is included because it is an industry standard. Operating cash flow
increased $3,516,355, or approximately 11 percent, to $36,716,531 in 1997 from
$33,200,176 in 1996. This increase was due to the increase in revenues
exceeding the increase in operating expenses.

Management fees and allocated overhead from Jones Intercable, Inc.
decreased $282,796, or approximately 3 percent, to $8,749,592 in 1997 from
$9,032,388 in 1996. This decrease was primarily due to a decrease in allocated
overhead from the General Partner which was partially offset by an increase in
management fees.

Depreciation and amortization expense increased $686,180, or
approximately 3 percent, to $21,837,251 in 1997 from $21,151,071 in 1996. This
increase was due to capital additions in 1997.

Operating income increased $3,112,971 to $6,129,688 in 1997 from
$3,016,717 in 1996. This increase was due to the increase in operating cash
flow and decrease in management fees and allocated overhead from Jones
Intercable, Inc. exceeding the increase in depreciation and amortization
expense.

Interest expense decreased $284,385, or approximately 3 percent, to
$10,934,909 in 1997 from $11,219,294 in 1996. This decrease was primarily due
to lower outstanding balances on the Venture's interest bearing obligations.

The Venture recognized a gain of $71,914,391 related to the sale of the
Tampa System in February 1996. No similar gain was recognized in 1997.

The Venture recognized a net loss of $4,798,248 compared to a net income
of $62,338,836 in 1996. This change was primarily due to the gain on the sale
of the Tampa System.

1996 compared to 1995
---------------------

Revenues in the Albuquerque System and the Palmdale System increased
$4,778,991, or approximately 7 percent, to $77,478,560 in 1996 from $72,699,569
in 1995. This increase in revenues was primarily due to basic service rate
increases implemented in the Venture's systems and an increase in the number of
basic service subscribers. Basic service rate increases implemented in the
Venture's systems accounted for approximately 39 percent of the increase in
revenues in 1996. An increase in the number of basic service subscribers in the
Albuquerque System and the Palmdale System accounted for approximately 31
percent of the increase in revenues for 1996. The number of basic service
subscribers increased by 3,744 subscribers, or approximately 2 percent, to
175,648 subscribers in 1996 from 171,904 subscribers in 1995. No other factor
was significant to the increase in revenues.

Operating expenses in the Albuquerque System and the Palmdale System
increased $3,608,831, or approximately 9 percent, to $44,278,384 in 1996 from
$40,669,553 in 1995. Operating expenses represented 57 percent and 56 percent,
respectively, of revenues for 1996 and 1995. An increase in programming fees
primarily accounted for the increases in operating expenses. No other factor
was significant to the increase in operating expenses.

Operating cash flow increased $1,170,160, or approximately 4 percent, to
$33,200,176 in 1996 from $32,030,016 in 1995. This increase was due to the
increase in revenues exceeding the increase in operating expenses.

Management fees and allocated overhead from Jones Intercable, Inc.
increased $230,923, or approximately 3 percent, to $9,032,388 in 1996 from
$8,801,465 in 1995. This increase was due to the increase in revenues, upon
which such management fees are based.

Depreciation and amortization expense increased $959,513, or
approximately 5 percent, to $21,151,071 in 1996 from $20,191,558 in 1995. This
increase was due to capital additions in 1996.

17
<PAGE>

Operating income increased $20,276, or approximately 1 percent, to
$3,016,717 in 1996 from $3,036,993 in 1995. This increase was due to the
increase in operating cash flow exceeding the increases in management fees and
allocated overhead from Jones Intercable, Inc. and depreciation and amortization
expense.

Interest expense decreased $4,127,956, or approximately 27 percent, to
$11,219,294 in 1996 from $15,347,250 in 1995. This decrease in interest expense
was primarily due to the lower outstanding balance and lower effective interest
rates on the Venture's interest bearing obligations. A portion of the proceeds
from the sale of the Tampa System was used to repay a portion of the Venture's
debt.

The Venture recognized a gain of $71,914,391 related to the sale of the
Tampa System in February 1996. No similar gain was recognized in 1995.

The Venture recognized net income of $62,338,836 in 1996 compared to a
net loss of $11,124,567 in 1995. This change was primarily due to the gain on
the sale of the Tampa System.

18
<PAGE>

Item 8. Financial Statements
- -----------------------------

19
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------

To the Partners of Cable TV Fund 12-C, Ltd.:

We have audited the accompanying balance sheets of CABLE TV FUND 12-C,
LTD. (a Colorado limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, partners' deficit and cash flows for each of
the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the General Partner's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Fund 12-C,
Ltd. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
February 27, 1998.

20
<PAGE>

CABLE TV FUND 12-C, LTD.
------------------------
(A Limited Partnership)

BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
ASSETS $ - $ -
------ ============ ============

LIABILITIES AND PARTNERS' DEFICIT
---------------------------------

LIABILITIES:
Loss in excess of investment in cable
television joint venture $ 4,313,801 $ 3,580,725
------------ ------------

Total liabilities 4,313,801 3,580,725
------------ ------------

PARTNERS' DEFICIT:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (22,962) (15,631)
------------ ------------

(21,962) (14,631)
------------ ------------
Limited Partners-
Net contributed capital (47,626 units outstanding at
December 31, 1997 and 1996) 19,998,049 19,998,049
Accumulated deficit (16,045,025) (15,319,280)
Distributions (8,244,863) (8,244,863)
------------ ------------

(4,291,839) (3,566,094)
------------ ------------

Total liabilities and partners' deficit $ - $ -
============ ============

</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.

21
<PAGE>

CABLE TV FUND 12-C, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------------
1997 1996 1995
------------- -------------- -------------
<S> <C> <C> <C>

EQUITY IN NET INCOME (LOSS) OF
CABLE TELEVISION JOINT VENTURE $(733,076) $9,525,374 $(1,699,611)
--------- ---------- -----------

NET INCOME (LOSS) $(733,076) $9,525,374 $(1,699,611)
========= ========== ===========

ALLOCATION OF NET INCOME (LOSS):
General Partner $ (7,331) $ 238,377 $ (16,996)
========= ========== ===========

Limited Partners $(725,745) $9,286,997 $(1,682,615)
========= ========== ===========

NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (15.24) $ 195.00 $ (35.33)
========= ========== ===========

WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP
UNITS OUTSTANDING 47,626 47,626 47,626
========= ========== ===========

</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

22
<PAGE>

CABLE TV FUND 12-C, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF PARTNERS' DEFICIT
-------------------------------

<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------------------

1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>

GENERAL PARTNER:
Balance, beginning of year $ (14,631) $ (253,008) $ (236,012)
Net income (loss) for year (7,331) 238,377 (16,996)
----------- ----------- -----------

Balance, end of year $ (21,962) $ (14,631) $ (253,008)
=========== =========== ===========

LIMITED PARTNERS:
Balance, beginning of year $(3,566,094) $(4,608,228) $(2,925,613)
Net income (loss) for year (725,745) 9,286,997 (1,682,615)
Distributions - (8,244,863) -
----------- ----------- -----------

Balance, end of year $(4,291,839) $(3,566,094) $(4,608,228)
=========== =========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

23
<PAGE>

CABLE TV FUND 12-C, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF CASH FLOWS
------------------------

<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ------------ ------------
<S> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(733,076) $ 9,525,374 $(1,699,611)
Adjustments to reconcile net income (loss) to
net cash provided by operating
activities:
Equity in net income (loss) of cable
television joint venture 733,076 (9,525,374) 1,699,611
--------- ----------- -----------

Net cash provided by operating
activities - - -
--------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions from Joint Venture - 8,404,000 -
Distributions to Limited Partners - (8,244,863) -
Repayment of debt - (159,137) -
--------- ----------- -----------

Net cash provided by financing activities - - -
--------- ----------- -----------

Cash, beginning of year - - -
--------- ----------- -----------

Cash, end of year $ - $ - $ -
========= =========== ===========

</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

24
<PAGE>

CABLE TV FUND 12-C, LTD.
------------------------
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
-----------------------------

(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------

Formation and Business
----------------------

Cable TV Fund 12-C, Ltd. ("Fund 12-C"), a Colorado limited partnership,
was formed on October 9, 1985, under a public program sponsored by Jones
Intercable, Inc. Fund 12-C was formed to acquire, construct, develop and
operate cable television systems. Jones Intercable, Inc. is the "General
Partner" and manager of Fund 12-C. The General Partner and its subsidiaries
also own and operate cable television systems. In addition, the General Partner
manages cable television systems for other limited partnerships for which it is
general partner and, also, for affiliated entities.

Fund 12-C owns an interest of 15 percent in Cable TV Fund 12-BCD Venture
(the "Venture"), through capital contributions made in 1986 of $20,700,000. The
Venture acquired certain cable television systems in New Mexico, California, and
Florida during 1986. The Venture incurred a net loss of $4,798,248 in 1997,
recognized net income of $62,338,836 in 1996, and incurred a net loss of
$11,124,567 in 1995, of which a loss of $733,076, income of $9,525,374, and a
loss of $1,699,611, respectively, were allocated to Fund 12-C.

Venture Sales of Cable Television Systems
-----------------------------------------

On February 28, 1996, the Venture sold the cable television system
serving areas in and around Tampa, Florida (the "Tampa System") to a wholly
owned subsidiary of the General Partner, for the sales price of $110,395,667,
subject to normal working capital closing adjustments. This price represented
the average of three separate, independent appraisals of the fair market value
of the Tampa System. Because the Venture's debt arrangements did not allow the
Venture to make distributions on the sale of Venture assets, in February 1996
the Venture's existing debt arrangements were amended to permit a $55,000,000
distribution to the Venture's partners from the sale proceeds, and the balance
of the sale proceeds were used to reduce Venture indebtedness. The
Partnership's portion of this distribution was $8,404,000. A portion of Fund
12-C's distribution was used to repay an amount due the Venture, leaving
$8,244,863 to be distributed to Fund 12-C's partners. Because the limited
partners had not yet received distributions in an amount equal to 100 percent of
the capital initially contributed to the Partnership by them, the entire portion
of the Partnership's distribution was distributed to the limited partners in
March 1996. This distribution gave the Partnership's limited partners an
approximate return of $346 for each $1,000 invested in the Partnership. Because
the Tampa System did not constitute all or substantially all of the Venture's
assets, no vote of the limited partners of the Partnership was required in
connection with this transaction.

25
<PAGE>

Contributed Capital
-------------------

The capitalization of Fund 12-C is set forth in the accompanying
Statements of Partners' Deficit. No limited partner is obligated to make any
additional contributions to partnership capital.

The General Partner purchased its interest in Fund 12-C by contributing
$1,000 to partnership capital.

All profits and losses of Fund 12-C are allocated 99 percent to the
limited partners and 1 percent to the General Partner, except for income or gain
from the sale or disposition of cable television properties, which will be
allocated to the partners based upon the formula set forth in the Partnership
Agreement, and interest income earned prior to the first acquisition by Fund 12-
C of a cable television system, which was allocated 100 percent to the limited
partners.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Accounting Records
------------------

The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
Fund 12-C's tax returns are also prepared on the accrual basis.

The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Investment in Cable Television Joint Venture
--------------------------------------------

The investment in the Venture is accounted for under the equity method
due to Fund 12-C's influence on the Venture as a general partner. The
operations of the Venture are significant to Fund 12-C and should be reviewed in
conjunction with these financial statements.

(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
----------------------------------------------------

Management Fees and Distribution Ratios
---------------------------------------

The General Partner manages Fund 12-C and the Venture and receives a fee
for its services equal to 5 percent of the gross revenues of the Venture,
excluding revenues from the sale of cable television systems or franchises.

Any partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners and
1 percent to the General Partner. Any distributions other than interest income
on limited partnership subscriptions earned prior to the acquisition of Fund 12-
C's first cable television system or from cash flow, such as from the sale or
refinancing of a system or upon dissolution of Fund 12-C, will be made as
follows: first, to the limited partners in an amount which, together with all
prior distributions, will equal the amount initially contributed by the limited
partners; the balance, 75 percent to the limited partners and 25 percent to the
General Partner.

(4) INCOME TAXES
------------

Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal and state
income tax returns of Fund 12-C are prepared and filed by the General Partner.

Fund 12-C's tax returns, the qualification of the Partnership as such for
tax purposes, and the amount of distributable partnership income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's qualification
as such, or in changes with respect to Fund 12-C's recorded income or loss, the
tax liability of the general and limited partners would likely be changed
accordingly.

Taxable loss reported to the partners is different from that reported in
the statements of operations due to the difference in depreciation recognized
under generally accepted accounting principles and the expense allowed for tax

26
<PAGE>

purposes under the Modified Accelerated Cost Recovery System (MACRS). There are
no other significant differences between taxable loss and the net loss reported
in the statements of operations.

(5) COMMITMENTS AND CONTINGENCIES
-----------------------------

The General Partner is a defendant in a now consolidated civil action
filed by limited partners of Fund 12-D derivatively on behalf of the
Partnership, Fund 12-B and Fund 12-D. The consolidated complaint generally
alleges that the General Partner breached its fiduciary duty to the plaintiffs
and to the other limited partners of the Partnership, Fund 12-B and Fund 12-D
and the Venture in connection with the Venture's sale of its Tampa System to a
wholly owned subsidiary of the General Partner and its subsequent trade to an
unaffiliated third party. The consolidated complaint also sets forth a claim
for breach of contract and a claim for breach of the implied covenant of good
faith and fair dealing. Among other things, the plaintiffs assert that the
subsidiary of the General Partner that acquired the Tampa System paid an
inadequate price for the Tampa System. The price paid for the Tampa System was
determined by the average of three separate, independent appraisals of the Tampa
System's fair market value as required by the limited partnership agreements of
the Partnership, Fund 12-B and Fund 12-D. The plaintiffs have challenged the
adequacy and independence of the appraisals. The consolidated complaint seeks
damages in an unspecified amount and an award of attorneys' fees, and the
complaint also seeks punitive damages and certain equitable relief.

On August 29, 1997, the General Partner moved for summary judgment in its
favor on the ground that plaintiffs did not make demand on the General Partner
for the relief they seek before commencing their lawsuits or show that such a
demand would have been futile. On January 8, 1998, the Court (1) held that
plaintiffs did not make demand before commencing their lawsuits or show that
such demand would have been futile, (2) stayed the consolidated case and vacated
the February 17, 1998 trial date, (3) ordered that plaintiffs make a demand on
the General Partner and that the General Partner appoint an independent counsel
to review, consider and report on that demand, (4) ordered that the independent
counsel be appointed at the March 1998 meeting of the General Partner's Board of
Directors and (5) ordered that the independent counsel will be subject to the
approval of the Court. The Court set a new trial date for October 26, 1998 in
the event that the case is not resolved through the independent counsel process
or otherwise.

27
<PAGE>

New Mexico District Court, Second Judicial District, Case No. CV-97 09694). This
class action Complaint for Declaratory and Injunctive Relief and Restitution was
filed on October 27, 1997 in the Bernalillo County District Court, by Maxine
Cohen for herself and all others similarly situated. The Complaint basically
alleges that the Defendant, Jones Intercable, Inc., for itself, its wholly owned
subsidiaries, managed partnerships and other affiliated cable television
entities, collected from its cable television subscribers, illegal late payment
penalties.

Belen Cordova, on behalf of herself and all others similarly situated v.
------------------------------------------------------------------------
Jones Intercable, Inc. (Bernalillo County, New Mexico District Court, Second
- ----------------------
Judicial District, Case No. CV-97 10957). This class action Complaint for
Breach of Contract, Unconscionable Trade Practice and Restitution was filed on
December 2, 1997 in the Bernalillo County District Court by Belen Cordova on
behalf of herself and all others similarly situated. The Complaint alleges that
Jones Intercable, Inc. charges and collects from its cable television
subscribers in New Mexico unconscionable late payment penalties.

28
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------

To the Partners of Cable TV Fund 12-BCD Venture:

We have audited the accompanying balance sheets of CABLE TV FUND 12-BCD
VENTURE (a Colorado general partnership) as of December 31, 1997 and 1996, and
the related statements of operations, partners' deficit and cash flows for each
of the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the General Partners' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Fund 12-BCD
Venture as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
February 27, 1998.

29
<PAGE>

CABLE TV FUND 12-BCD VENTURE
----------------------------
(A General Partnership)

BALANCE SHEETS
--------------
<TABLE>
<CAPTION>

December 31,
-----------------------------
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
------
CASH AND CASH EQUIVALENTS $ 1,742,444 $ 1,514,773

RECEIVABLES:
Trade receivables, less allowance for doubtful receivables of
$404,821 and $417,017 at December 31, 1997 and 1996,
respectively 4,456,904 2,676,246

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 218,189,145 198,322,316
Less- accumulated depreciation (113,368,132) (95,040,023)
------------- ------------

104,821,013 103,282,293
Franchise costs and other intangible assets, net of accumulated
amortization of $63,250,092 and $60,652,010 at
December 31, 1997 and 1996, respectively 7,791,062 10,389,144
------------- ------------

Total investment in cable television properties 112,612,075 113,671,437

DEPOSITS, PREPAID EXPENSES AND DEFERRED
CHARGES 5,458,081 3,036,880
------------- ------------

Total assets $ 124,269,504 $120,899,336
============= ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.

30
<PAGE>

CABLE TV FUND 12-BCD VENTURE
----------------------------
(A General Partnership)

BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
------------------------------

1997 1996
------------- -------------
<S> <C> <C>
LIABILITIES AND PARTNERS' DEFICIT
---------------------------------

LIABILITIES:
Debt $ 144,308,462 $ 138,345,878
Trade accounts payable and accrued liabilities 6,726,286 4,499,549
Subscriber prepayments 424,486 445,391
------------- -------------

Total liabilities 151,459,234 143,290,818
------------- -------------

COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' DEFICIT:
Contributed capital 135,490,944 135,490,944
Distributions (55,000,000) (55,000,000)
Accumulated deficit (107,680,674) (102,882,426)
------------- -------------

(27,189,730) (22,391,482)
-------------- -------------

Total liabilities and partners' deficit $ 124,269,504 $ 120,899,336
============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.

31
<PAGE>

CABLE TV FUND 12-BCD VENTURE
----------------------------
(A General Partnership)

STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>

REVENUES $ 82,675,018 $ 82,363,752 $101,399,697

COSTS AND EXPENSES:
Operating expenses 45,958,487 48,731,182 58,351,692
Management fees and allocated overhead from
Jones Intercable, Inc. 8,749,592 9,609,453 12,253,648
Depreciation and amortization 21,837,251 22,142,808 26,666,735
------------ ------------ ------------

OPERATING INCOME 6,129,688 1,880,308 4,127,622
------------ ------------ ------------

OTHER INCOME (EXPENSE):
Interest expense (10,934,909) (11,219,294) (15,347,250)
Gain on sale of cable television system - 71,914,391 -
Other, net 6,973 (236,569) 95,061
------------ ------------ ------------

Total other income (expense), net (10,927,936) 60,458,528 (15,252,189)
------------ ------------ ------------

NET INCOME (LOSS) $ (4,798,248) $ 62,338,836 $(11,124,567)
============ ============ ============

</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

32
<PAGE>

CABLE TV FUND 12-BCD VENTURE
----------------------------
(A General Partnership)

STATEMENTS OF PARTNERS' DEFICIT
-------------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>

CABLE TV FUND 12-B, LTD. (9%):
Balance, beginning of year $ (2,151,657) $ (2,825,362) $ (1,804,126)
Net income for year (440,479) 5,722,705 (1,021,236)
Distributions - (5,049,000) -
------------ ------------ ------------

Balance, end of year $ (2,592,136) $ (2,151,657) $ (2,825,362)
============ ============ ============

CABLE TV FUND 12-C, LTD. (15%):
Balance, beginning of year $ (3,580,725) $ (4,702,099) $ (3,002,488)
Net income for year (733,076) 9,525,374 (1,699,611)
Distributions - (8,404,000) -
------------ ------------ ------------

Balance, end of year $ (4,313,801) $ (3,580,725) $ (4,702,099)
============ ============ ============

CABLE TV FUND 12-D, LTD. (76%):
Balance, beginning of year $(16,659,100) $(22,202,857) $(13,799,137)
Net income for year (3,624,693) 47,090,757 (8,403,720)
Distributions - (41,547,000) -
------------ ------------ ------------

Balance, end of year $(20,283,793) $(16,659,100) $(22,202,857)
============ ============ ============

TOTAL:
Balance, beginning of year $(22,391,482) $(29,730,318) $(18,605,751)
Net income for year (4,798,248) 62,338,836 (11,124,567)
Distributions - (55,000,000) -
------------ ------------ ------------

Balance, end of year $(27,189,730) $(22,391,482) $(29,730,318)
============ ============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

33
<PAGE>

CABLE TV FUND 12-BCD VENTURE
----------------------------
(A General Partnership)

STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------------------------
1997 1996 1995
------------- -------------- --------------
<S> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (4,798,248) $ 62,338,836 $(11,124,567)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 21,837,251 22,142,809 26,666,735
Gain on sale of cable television system - (71,914,391) -
Decrease (increase) in trade receivables (1,780,658) 1,788,527 (657,502)
Increase in deposits, prepaid expenses and
deferred charges (3,332,261) (2,221,806) (351,579)
Increase (decrease) in trade accounts payable and
accrued liabilities and subscriber prepayments 2,205,832 (3,302,401) (14,766)
Increase (decrease) in amount due Jones Intercable, Inc. - (4,198,739) 3,581,929
------------ ------------- ------------

Net cash provided by operating activities 14,131,916 4,632,835 18,100,250
------------ ------------- ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (19,866,829) (17,474,134) (21,474,577)
Proceeds from sale of cable television system - 110,395,667 -
------------ ------------- ------------

Net cash provided by (used in)
investing activities (19,866,829) 92,921,533 (21,474,577)
------------ ------------- ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 15,551,159 72,365,824 882,431
Repayment of debt (9,588,575) (114,790,213) (514,912)
Distributions to Limited Partners - (41,547,000) -
Distributions to Joint Venture Partners - (13,453,000) -
------------ ------------- ------------

Net cash provided by (used in)
financing activities 5,962,584 (97,424,389) 367,519
------------ ------------- ------------

Increase (decrease) in cash and cash equivalents 227,671 129,979 (3,006,808)

Cash and cash equivalents, beginning of year 1,514,773 1,384,794 4,391,602
------------ ------------- ------------

Cash and cash equivalents, end of year $ 1,742,444 $ 1,514,773 $ 1,384,794
============ ============= ============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 10,776,074 $ 12,370,892 $ 15,331,071
============ ============= ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

34
<PAGE>

CABLE TV FUND 12-BCD VENTURE
----------------------------
(A General Partnership)

NOTES TO FINANCIAL STATEMENTS
-----------------------------

(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------

Formation and Business
----------------------

On March 17, 1986, Cable TV Fund 12-B, Ltd. ("Fund 12-B"), Cable TV Fund
12-C, Ltd. ("Fund 12-C") and Cable TV Fund 12-D, Ltd. ("Fund 12-D")
(collectively, the "Venture Partners") formed Cable TV Fund 12-BCD Venture (the
"Venture"). The Venture was formed for the purpose of acquiring certain cable
television systems serving Tampa, Florida; Albuquerque, New Mexico; and
Palmdale, California. Jones Intercable, Inc. ("Intercable"), the "General
Partner" of each of the Venture Partners, manages the Venture. Intercable and
its subsidiaries also own and operate cable television systems. In addition,
Intercable manages cable television systems for other limited partnerships for
which it is general partner and, also, for affiliated entities.

Contributed Capital
-------------------

The capitalization of the Venture is set forth in the accompanying
statements of partners' deficit.

All Venture distributions, including those made from cash flow, from the
sale or refinancing of Partnership property and on dissolution of the Venture,
shall be made to the Venture Partners in proportion to their approximate
respective interests in the Venture as follows:

Cable TV Fund 12-B, Ltd. 9%
Cable TV Fund 12-C, Ltd. 15%
Cable TV Fund 12-D, Ltd. 76%
----
100%
====

Venture Sales of Cable Television Systems
-----------------------------------------

On February 28, 1996, the Venture sold the Tampa System to a wholly owned
subsidiary of the General Partner. The sales price of the Tampa System was
$110,395,667, subject to normal working capital closing adjustments. This price
represented the average of three separate, independent appraisals of the fair
market value of the Tampa System. In February 1996, the Venture's debt
arrangements were amended to permit a $55,000,000 distribution to the Venture's
partners from the sale proceeds, and the balance of the sale proceeds were used
to reduce Venture indebtedness. The net sales proceeds were distributed as
follows: Fund 12-B received $5,049,000; Fund 12-C received $8,404,000 and Fund
12-D received $41,547,000.

35
<PAGE>

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Accounting Records
------------------

The accompanying consolidated financial statements have been prepared on
the accrual basis of accounting in accordance with generally accepted accounting
principles. The Venture's tax returns are also prepared on the accrual basis.

Purchase Price Allocation
-------------------------

The Venture's acquisitions were accounted for as purchases with the
individual purchase prices allocated to tangible and intangible assets based
upon an independent appraisal. The method of allocation of purchase price was
as follows: first, to the fair value of the net tangible assets acquired;
second, to the value of subscriber lists; third, to franchise costs; and fourth,
to costs in excess of interests in net assets purchased. Brokerage fees paid to
an affiliate of Intercable and other system acquisition costs were capitalized
and included in the cost of intangible assets.

Property, Plant and Equipment
-----------------------------

Depreciation is provided using the straight-line method over the
following estimated service lives:
<TABLE>
<CAPTION>

<S> <C> <C> <C>
Cable distribution systems 5 - 15 years
Equipment and tools 3 - 5 years
Office furniture and equipment 3 - 5 years
Buildings 30 years
Vehicles 3 - 4 years
</TABLE>
Replacements, renewals and improvements are capitalized and maintenance
and repairs are charged to expense as incurred.

Property, plant and equipment and the corresponding accumulated
depreciation are written off as certain assets become fully depreciated and are
no longer in service.

Intangible Assets
-----------------

Costs assigned to franchises and costs in excess of interests in net
assets purchased are amortized using the straight-line method over the following
remaining estimated useful lives:

Franchise costs 1 - 3 years
Costs in excess of interests in net assets purchased 28 - 29 years

Revenue Recognition
-------------------

Subscriber prepayments are initially deferred and recognized as revenue
when earned.

Cash and Cash Equivalents
-------------------------

For purposes of the Statements of Cash Flows, the Venture considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.

Reclassifications
-----------------

Certain prior year amounts have been reclassified to conform with the
1997 presentation.

36
<PAGE>

(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
----------------------------------------------------

Management Fees, Distribution Ratios and Reimbursements
-------------------------------------------------------

The General Partner manages the Venture and receives a fee for its
services equal to 5 percent of the gross revenues of the Venture, excluding
revenues from the sale of cable television systems or franchises. Management
fees paid to the General Partner by the Venture were $4,133,751, $4,118,188 and
$5,069,985 during 1997, 1996 and 1995, respectively.

The Venture reimburses the General Partner for certain allocated overhead
and administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Venture. Such services, and their related costs, are necessary to the operation
of the Venture and would have been incurred by the Venture if it was a stand
alone entity. Allocations of personnel costs are based primarily on actual time
spent by employees of the General Partner with respect to each entity managed.
Remaining expenses are allocated based on the pro rata relationship of the
Venture's revenues to the total revenues of all systems owned or managed by the
General Partner and certain of its subsidiaries. Systems owned by the General
Partner and all other systems owned by partnerships for which Intercable is the
general partner are also allocated a proportionate share of these expenses. The
General Partner believes that the methodology used in allocating overhead and
administrative expenses is reasonable. Overhead and administrative expenses
allocated to the Venture by the General Partner were $4,615,841, $5,491,265 and
$7,183,663 in 1997, 1996 and 1995, respectively.

The Venture is charged interest at a rate which approximates the General
Partner's weighted average cost of borrowing on any amounts due the General
Partner. No interest was charged to the Venture by the General Partner in 1997
and 1996. Total interest charged to the Venture by the General Partner was
$220,743 in 1995.

Payments to/from Affiliates for Programming Services
----------------------------------------------------

The Venture receives programming from Superaudio, Knowledge TV, Inc.,
Jones Computer Network, Ltd., Great American Country, Inc. and Product
Information Network, all of which are affiliates of the General Partner.

Payments to Superaudio totaled $118,032, $116,710 and $135,861 in 1997,
1996 and 1995, respectively. Payments to Knowledge TV, Inc. totaled $131,277,
$126,665 and $145,598 in 1997, 1996 and 1995, respectively. Payments to Jones
Computer Network, Ltd., whose service was discontinued in April 1997, totaled
$85,543, $248,044 and $283,339 in 1997, 1996 and 1995, respectively. Payments
to Great American Country, Inc., which initiated service in 1996, totaled
$131,863 and $141,753 in 1997 and 1996, respectively.

The Venture receives a commission from Product Information Network based
on a percentage of advertising sales and number of subscribers. Product
Information Network paid commissions to the Venture totaling $199,997, $191,011
and $212,844 in 1997, 1996 and 1995, respectively.

37
<PAGE>

(4) PROPERTY, PLANT AND EQUIPMENT
-----------------------------

Property, plant and equipment as of December 31, 1997 and 1996, consisted
of the following:

December 31,
-----------------------------
1997 1996
------------- ------------
<S> <C> <C>
Cable distribution system $ 199,967,191 $182,058,124
Equipment and tools 5,483,657 4,853,010
Office furniture and equipment 2,842,973 2,189,497
Buildings 5,925,072 5,925,072
Vehicles 3,019,282 2,345,643
Land 950,970 950,970
------------- ------------
218,189,145 198,322,316
Less-accumulated depreciation (113,368,132) (95,040,023)
------------- ------------
$ 104,821,013 $103,282,293
============= ============
</TABLE>

(5) DEBT
----

Debt consists of the following:
<TABLE>
<CAPTION>
December 31,
-----------------------------
1997 1996
------------- ------------
<S> <C> <C>
Lending institutions-
Revolving credit and term loan $ 95,630,620 $ 82,130,620

Senior secured notes 47,479,874 55,393,187

Capital lease obligations 1,197,968 822,071
------------- ------------

$ 144,308,462 $138,345,878
============= ============
</TABLE>

The Venture's debt arrangements at December 31, 1997 consisted of
$47,479,874 of Senior Notes placed with a group of institutional lenders and a
$120,000,000 credit facility with a group of commercial bank lenders. The
Senior Notes and credit facility are equal in standing with the other, and both
are equally secured by the assets of the Venture.

The Senior Notes have a fixed interest rate of 8.64 percent and a final
maturity date of March 31, 2000. The Senior Notes require payments of interest
and accelerating principal through maturity, payable semi-annually in March and
September. Semi-annual principal payments of $3,956,656 were made in March and
September 1997, respectively. These payments were funded from cash on hand,
cash generated from operations and borrowings from the Venture's credit
facility. A scheduled principal payment of $5,934,984 will be made on March 31,
1998 and a similar payment is due September 30, 1998. However, upon the sale of
the Albuquerque System, the Senior Notes will be repaid in full together with a
make whole premium plus accrued interest.

The balance outstanding on the Venture's $120,000,000 credit facility at
December 31, 1997 was $95,630,620, leaving $24,369,380 available for future
needs. Upon the sale of the Albuquerque System, pursuant to an amendment to the
Venture's credit facility, the Venture will repay a portion of the then
outstanding balance of the credit facility and reduce the commitment to
$55,000,000. At the Venture's option, the credit facility will be payable in
full on December 31, 1999 or will convert to a term loan that matures on
December 31, 2004 payable in consecutive quarterly amounts. Interest on the
credit facility is at the Venture's option of the London Interbank Offered Rate
plus .875 percent, the Prime Rate or the Certificate of Deposit Rate plus 1
percent. The effective interest rates on amounts outstanding on the Venture's
credit facility as of December 31, 1997 and 1996 were 6.91 percent and 6.90
percent, respectively.

During 1996, the Venture incurred costs associated with renegotiating its
debt arrangements. These costs were capitalized and are being amortized using
the straight-line method over the life of the debt agreements.

38
<PAGE>

At December 31, 1997, the carrying amount of the Venture's long-term debt
did not differ significantly from the estimated fair value of the financial
instruments. The fair value of the Venture's long-term debt is estimated based
on the discounted amount of future debt service payments using rates of
borrowing for a liability of similar risk.

(6) INCOME TAXES
------------

Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal and state
income tax returns of the Venture are prepared and filed by the General Partner.

The Venture's tax returns, the qualification of the Venture as such for
tax purposes, and the amount of distributable income or loss are subject to
examination by federal and state taxing authorities. If such examinations
result in changes with respect to the Venture's qualification as such, or in
changes with respect to the Venture's recorded income or loss, the tax liability
of the general and limited partners would likely be changed accordingly.

Taxable losses reported to the partners is different from that reported
in the consolidated statements of operations due to the difference in
depreciation allowed under generally accepted accounting principles and the
expense allowed for tax purposes under the Modified Accelerated Cost Recovery
System (MACRS). There are no other significant differences between taxable
income or losses and the losses reported in the consolidated statements of
operations.

(7) COMMITMENTS AND CONTINGENCIES
-----------------------------

Office and other facilities are rented under various long-term lease
arrangements. Rent paid under such lease arrangements totaled $384,610,
$373,169 and $331,963, respectively, for the years ended December 31, 1997, 1996
and 1995. Minimum commitments under operating leases for the five years in the
period ending December 31, 2002 and thereafter are as follows:
<TABLE>
<CAPTION>

<S> <C>
1998 $534,693
1999 398,715
2000 345,765
2001 345,046
2002 341,700
Thereafter 569,500
--------
</TABLE>

$2,535,419
=========

(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------

Supplementary profit and loss information is presented below:

<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>

Maintenance and repairs $ 734,011 $ 1,104,878 $ 1,182,963
=========== =========== ===========

Taxes, other than income
and payroll taxes $ 873,053 $ 895,669 $ 1,286,357
=========== =========== ===========

Advertising $ 1,288,316 $ 1,183,565 $ 1,298,497
=========== =========== ===========

Depreciation of property,
plant and equipment $18,824,685 $15,727,639 $20,285,166
=========== =========== ===========

Amortization of intangible
assets $ 3,012,566 $ 6,265,907 $ 6,381,569
=========== =========== ===========
</TABLE>

39
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------

None.

PART III.
---------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

The Partnership itself has no officers or directors. Certain
information concerning the directors and executive officers of the General
Partner is set forth below. Directors of the General Partner serve until the
next annual meeting of the General Partner and until their successors shall be
elected and qualified.
<TABLE>

<S> <C> <C>
Glenn R. Jones 68 Chairman of the Board and Chief Executive
Officer
James B. O'Brien 48 President and Director
Ruth E. Warren 48 Group Vice President/Operations
Kevin P. Coyle 46 Group Vice President/Finance
Christopher J. Bowick 42 Group Vice President/Technology
Cheryl M. Sprague 45 Group Vice President/Human Resources
Cynthia A. Winning 46 Group Vice President/Marketing
Elizabeth M. Steele 46 Vice President/General Counsel/Secretary
Larry W. Kaschinske 37 Vice President/Controller
Robert E. Cole 65 Director
William E. Frenzel 69 Director
Josef J. Fridman 52 Director
Donald L. Jacobs 59 Director
Robert Kearney 61 Director
James J. Krejci 56 Director
Raphael M. Solot 64 Director
Howard O. Thrall 50 Director
Siim A. Vanaselja 41 Director
Sanford Zisman 58 Director
Robert B. Zoellick 44 Director
</TABLE>

Mr. Glenn R. Jones has served as Chairman of the Board of Directors
and Chief Executive Officer of the General Partner since its formation in 1970,
and he was President from June 1984 until April 1988. Mr. Jones is the sole
shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of the
subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business
in various capacities since 1961, and he is a member of the Board of Directors
and of the Executive Committee of the National Cable Television Association. In
addition, Mr. Jones is a member of the Board of Education Council of the
National Alliance of Business. Mr. Jones is also a founding member of the James
Madison Council of the Library of Congress. Mr. Jones has been the recipient of
several awards including: the Grand Tam Award in 1989, the highest award from
the Cable Television Administration and Marketing Society; the President's Award
from the Cable Television Public Affairs Association in recognition of Jones
International's educational efforts through Mind Extension University (now
Knowledge TV); the Donald G. McGannon Award for the advancement of minorities
and women in cable from the United Church of Christ Office of Communications;
the STAR Award from American Women in Radio and Television, Inc. for exhibition
of a commitment to the issues and concerns of women in television and radio; the
Cableforce 2000 Accolade awarded by Women in Cable in recognition of the General
Partner's innovative employee programs; the Most Outstanding Corporate
Individual Achievement Award from the International Distance Learning Conference
for his contributions to distance education; the Golden Plate Award from the
American Academy of Achievement for his advances in distance education; the Man
of the Year named by the Denver chapter of the Achievement Rewards for College
Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's
Hall of Fame.

40
<PAGE>

Mr. James B. O'Brien, the General Partner's President, joined the
General Partner in January 1982. Prior to being elected President and a
Director of the General Partner in December 1989, Mr. O'Brien served as a
division manager, director of operations planning/assistant to the CEO, Fund
Vice President and Group Vice President/Operations. Mr. O'Brien was appointed
to the General Partner's Executive Committee in August 1993. As President, he
is responsible for the day-to-day operations of the cable television systems
managed and owned by the General Partner. Mr. O'Brien is a board member of
Cable Labs, Inc., the research arm of the U.S. cable television industry. He
also serves as the Chairman of the Board of Directors of the Cable Television
Administration and Marketing Association and as a director and a member of the
Executive Committee of the Walter Kaitz Foundation, a foundation that places
people of ethnic minority groups in positions with cable television systems,
networks and vendor companies.

Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system marketing manager,
director of marketing, assistant division manager, regional vice president and
Fund Vice President, since then. Ms. Warren was elected Group Vice
President/Operations of the General Partner in September 1990.

Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner
in August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.

Mr. Christopher J. Bowick joined the General Partner in September 1991
as Group Vice President/Technology and Chief Technical Officer. Prior to
joining the General Partner, Mr. Bowick worked for Scientific Atlanta's
Transmission Systems Business Division in various technical management
capacities since 1981, and as Vice President of Engineering since 1989. Mr.
Bowick also has served since 1995 as President of Jones Futurex, Inc., a wholly
owned subsidiary of the General Partner that manufactures and markets data
encryption products.

Ms. Cheryl M. Sprague joined the General Partner in November 1997 as
Group Vice President/Human Resources. Prior to November 1997 and since December
1995, Ms. Sprague served as Director, Human Resources for Westmoreland Coal
Company, where she was responsible for human resources management for said
company and three of its subsidiaries. From October 1993 to December 1995, Ms.
Sprague served as President of Peak Executive Resources, where she provided
consulting services in organizational development and human resources to
businesses experiencing organizational transition. From April 1992 to October
1993, Ms. Sprague was Vice President, Human Resources for Penrose-St. Francis
Healthcare System, where she was responsible for management of all human
resources activities. Mr. Sprague serves as an adjunct instructor at Regis
University and has earned the professional designation as a Senior Professional
in Human Resources from the Society for Human Resource Management and its
affiliate, the Human Resources Certification Board. Ms. Sprague is a past
president of the Colorado Human Resource Association and was named by that
association as the Colorado Human Resources Administrator of the Year in 1986.
Ms. Sprague also serves as a director on the Area VI Board for the Society for
Human Resource Management.

Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company. From 1979 to 1981 and from 1986 to 1994,
Ms. Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten national
retail department store chains. From 1981 to 1986, Ms. Winning was the Director
of Marketing Services for Daniels & Associates cable television operations, as
well as the Western Division Marketing Director for Capital Cities Cable. Ms.
Winning also serves as a board member of Cities in Schools, a dropout
intervention/prevention program.

41
<PAGE>

Ms. Elizabeth M. Steele joined the General Partner in August 1987 as
Vice President/General Counsel and Secretary. From August 1980 until joining
the General Partner, Ms. Steele was an associate and then a partner at the
Denver law firm of Davis, Graham & Stubbs, which serves as counsel to the
General Partner.

Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990, named Controller in August 1994 and was elected
Vice President/Controller in June 1996.

Mr. Robert E. Cole was appointed a Director of the General Partner in
March 1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar
Life Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of
PMI Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co-
founder of a specialty investment banking firm that provided services to finance
the ownership and growth of emerging companies, productive assets and real
property. Mr. Cole is a Certified Financial Planner and a former United States
Naval Aviator.

Mr. William E. Frenzel was appointed a Director of the General Partner
in April 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the
Brookings Institution, a research organization located in Washington D. C.
Until his retirement in January 1991, Mr. Frenzel served for twenty years in the
United States House of Representatives, representing the State of Minnesota,
where he was a member of the House Ways and Means Committee and its Trade
Subcommittee, the Congressional Representative to the General Agreement on
Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget
Committee and a member of the National Economic Commission. Mr. Frenzel also
served in the Minnesota Legislature for eight years. He is a Distinguished
Fellow of the Tax Foundation, Vice Chairman of the Eurasia Foundation, a Board
Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual Funds
and Chairman of the Japan-America Society of Washington.

Mr. Josef J. Fridman was appointed a Director of the General Partner
in February 1998. Mr. Fridman is senior vice-president, law and corporate
secretary of BCE Inc., Canada's largest telecommunications company. He joined
Bell Canada in May 1969 as an accounting assistant. He became a solicitor in
the law department in September 1971, and assistant vice-president taxes in
August 1974. In July 1978, he was named assistant vice-president, corporate
performance operations, and in July 1979, assistant general counsel at Bell
Canada headquarters. Mr. Fridman was appointed general counsel of BCE Inc. in
May 1983, vice-president and general counsel in March 1985 and has held his
current position since January 1991. Mr. Fridman's directorships include NewTel
Enterprises Limited, NewTel Communications Inc., Telebec Itee, BCI Telecom
Holding Inc. and BCE Corporation Services Inc. He is a member of the Quebec Bar
Association, the Canadian, American and International Bar Associations and the
Lord Reading Law Society. Mr. Fridman is a governor of the Quebec Bar
Association.

Mr. Donald L. Jacobs was appointed a Director of the General Partner
in April 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW.
During his career, Mr. Jacobs served on several corporate, professional and
civic boards.

Mr. Robert Kearney was appointed a director of the General Partner in
July 1997. Mr. Kearney is a retired executive officer of Bell Canada. Prior to
his retirement in December 1993, Mr. Kearney was the President and Chief
Executive Officer of Bell Canada. He served as Chairman of BCE Canadian Telecom
Group in 1994 and as Deputy Chairman of BCI Management Limited in 1995. During
his career, Mr. Kearney served in a variety of capacities in the Canadian,
American and International Standards organizations, and he has served on several
corporate, professional and civic boards.

42
<PAGE>

Mr. James J. Krejci is President and CEO of Imagelink Technologies,
Inc., a privately financed company with leading technology in the desktop or
personal computer videoconferencing market. Prior to joining Imagelink
Technologies in July 1996, Mr. Krejci was President of the International
Division of International Gaming Technology, the world's largest gaming
equipment manufacturer, with headquarters in Reno, Nevada. Prior to joining IGT
in May 1994, Mr. Krejci was Group Vice President of Jones International, Ltd.
and was Group Vice President of the General Partner. He also served as an
officer of subsidiaries of Jones International, Ltd. until leaving the General
Partner in May 1994. Mr. Krejci started his career as an electronics research
engineer with the Allen-Bradley Company, then moved to the 3M Company, General
Electric and Becton Dickinson until March 1985 when he joined Jones
International, Ltd. Mr. Krejci has been a director of the General Partner since
August 1987.

Mr. Raphael M. Solot was appointed a Director of the General Partner
in March 1996. Mr. Solot is an attorney and has practiced law for 34 years with
an emphasis on franchise, corporate and partnership law and complex litigation.

Mr. Howard O. Thrall was appointed a Director of the General Partner
in March 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Mr. Thrall is a management and
international marketing consultant, having active assignments with First
National Net, Inc., LEP Technologies, Cheong Kang Associates (Korea), Aero
Investment Alliance, Inc. and Western Real Estate Partners, among others. From
September 1993 through July 1996, Mr. Thrall served as Vice President of Sales,
Asian Region, for World Airways, Inc. headquartered at the Washington Dulles
International Airport. From 1984 until August 1993, Mr. Thrall was with the
McDonnell Douglas Corporation, where he concluded as a Regional Vice President,
Commercial Marketing with the Douglas Aircraft Company subsidiary.

Mr. Siim A. Vanaselja was appointed a Director of the General Partner
in August 1996. He is the Chief Financial Officer of BCI Telecom Holding Inc.
Mr. Vanaselja joined BCE Inc., Canada's largest telecommunications company, in
February 1994 as Assistant Vice-President, International Taxation. In June
1994, he was appointed Assistant Vice-President and Director of Taxation, and in
February 1995, Mr. Vanaselja was appointed Vice-President, Taxation. On August
1, 1996, Mr. Vanaselja was appointed the Chief Financial Officer of Bell Canada
International Inc., a subsidiary of BCE Inc. Prior to joining BCE Inc. and
since August 1989, Mr. Vanaselja was a partner in the Toronto office of KPMG
Peat Marwick Thorne. Mr. Vanaselja has been a member of the Institute of
Chartered Accountants of Ontario since 1982 and is a member of the Canadian Tax
Foundation, the Tax Executives Institute and the International Fiscal
Association.

Mr. Sanford Zisman was appointed a director of the General Partner in
June 1996. Mr. Zisman is a principal in the law firm of Zisman & Ingraham, P.C.
of Denver, Colorado and he has practiced law for 32 years, specializing in the
areas of tax, business and estate planning and probate administration. Mr.
Zisman was a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, serving at various times as Chairman of the Board,
Chairman of the Finance Committee and Chairman of the Strategic Planning
Committee. Since 1982, he has also served on the Board of Directors of Maxim
Series Fund, Inc., a subsidiary of Great-West Life Assurance Company.

Mr. Robert B. Zoellick was appointed a Director of the General Partner
in April 1995. Mr. Zoellick is the John M. Olin Professor at the U.S. Naval
Academy for the 1997-1998 term. From 1993 through 1997, he was an Executive
Vice President at Fannie Mae, a federally chartered and stockholder-owned
corporation that is the largest housing finance investor in the United States.
From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff
of the White House and Assistant to the President. From May 1991 to August
1992, Mr. Zoellick served concurrently as the Under Secretary of State for
Economic and Agricultural Affairs and as Counselor of the Department of State, a
post he assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the
Department of Treasury in a number of capacities, including Counselor to the
Secretary. Mr. Zoellick currently serves on the boards of Alliance Capital and
Said Holdings.

43
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION
--------------------------------

The Partnership has no employees; however, various personnel are
required to operate the Systems. Such personnel are employed by the General
Partner and, pursuant to the terms of the limited partnership agreement of the
Partnership, the cost of such employment is charged by the General Partner to
the Partnership as a direct reimbursement item. See Item 13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
----------------------------------------------------------------------

As of January 16, 1998, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

The General Partner and its affiliates engage in certain transactions
with the Venture. The General Partner believes that the terms of such
transactions are generally as favorable as could be obtained by the Venture from
unaffiliated parties. This determination has been made by the General Partner
in good faith, but none of the terms were or will be negotiated at arm's-length
and there can be no assurance that the terms of such transactions have been or
will be as favorable as those that could have been obtained by the Venture from
unaffiliated parties.

TRANSACTIONS WITH THE GENERAL PARTNER

The General Partner charges the Venture a 5% management fee, and the
General Partner is reimbursed for certain allocated overhead and administrative
expenses. These expenses represent the salaries and benefits paid to corporate
personnel, rent, data processing services and other corporate facilities costs.
Such personnel provide engineering, marketing, administrative, accounting, legal
and investor relations services to the Venture. Allocations of personnel costs
are based primarily on actual time spent by employees of the General Partner
with respect to each partnership managed. Remaining expenses are allocated
based on the pro rata relationship of the Venture's revenues to the total
revenues of all systems owned or managed by the General Partner and certain of
its subsidiaries. Systems owned by the General Partner and all other systems
owned by partnerships for which Jones Intercable, Inc. is the general partner
are also allocated a proportionate share of these expenses.

The General Partner from time to time also advances funds to the
Venture and charges interest on the balance payable. The interest rate charged
approximates the General Partner's weighted average cost of borrowing.

TRANSACTIONS WITH AFFILIATES

Knowledge TV, Inc., a company owned 67% by Jones Education Group,
Ltd., 7% by Mr. Jones and 26% by the General Partner, operates the television
network JEC Knowledge TV. JEC Knowledge TV provides programming related to
computers and technology; business, careers and finance; health and wellness;
and global culture and languages. Knowledge TV. Inc. sells its programming to
the cable television systems owned by the Venture.

Jones Computer Network, Ltd., a wholly owned subsidiary of Jones
Education Group, Ltd., a company owned 64% by Jones International, Ltd., 16% by
the General Partner, 12% by BCI and 8% by Mr. Jones, operated the television
network Jones Computer Network. This network provided programming focused
primarily on computers and technology. Jones Computer Network sold its
programming to the cable television systems owned by the Venture. Jones
Computer Network, Ltd. terminated its programming in April 1997.

44
<PAGE>

The Great American Country network provides country music video
programming to the cable television systems owned by the Venture. This network,
owned and operated by Great American Country, Inc., a subsidiary of Jones
International Networks, Ltd., an affiliate of the General Partner, commenced
service in 1996 in the cable television systems owned by the Venture.

Jones Galactic Radio, Inc. is a subsidiary of Jones International
Networks, Ltd., an affiliate of the General Partner. Superaudio, a joint
venture between Jones Galactic Radio, Inc. and an unaffiliated entity, provides
audio programming to the cable television systems owned by the Venture.

The Product Information Network Venture (the "PIN Venture") is a
venture among a subsidiary of Jones International Networks, Ltd., an affiliate
of the General Partner, and two unaffiliated cable system operators. The PIN
Venture operates the Product Information Network ("PIN"), which is a 24-hour
network that airs long-form advertising generally known as "infomercials." The
PIN Venture generally makes incentive payments of approximately 60% of its net
advertising revenue to the cable systems that carry its programming. The
Venture's systems carry PIN for all or part of each day. Revenues received by
the Venture from the PIN Venture relating to the Venture's owned cable
television systems totaled approximately $199,997 for the year ended December
31, 1997.

The charges to the Venture for related party transactions are as
follows for the periods indicated:
<TABLE>
<CAPTION>

For the Year Ended December 31,
-------------------------------
Cable TV Fund 12-BCD 1997 1996 1995
- -------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Management fees $4,133,751 $4,118,188 $5,069,985
Allocation of expenses 4,615,841 5,491,265 7,183,663
Interest expense 0 0 220,743
Amount of advances outstanding 0 0 4,198,739
Highest amount of advances outstanding 0 0 4,574,572
Programming fees:
Knowledge TV, Inc. 131,277 126,665 145,598
Jones Computer Network, Ltd. 85,543 248,044 283,339
Great American Country 131,863 141,753 0
Superaudio 118,032 116,710 135,861
</TABLE>

45
<PAGE>

PART IV.
--------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

(a)1. See index to financial statements for list of financial
statements and exhibits thereto filed as a part of
this report.

3. The following exhibits are filed herewith.

4.1 Limited Partnership Agreement for Cable TV Fund 12-C. (1)

4.2 Joint Venture Agreement of Cable TV Fund 12-BCD Venture
dated as of March 17, 1986, among Cable TV Fund 12-B, Ltd.,
Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D, Ltd. (2)

10.1.1 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Edwards
Air Force Base, California (Fund 12-BCD). (3)

10.1.2 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City
of Lancaster, California (Fund 12-BCD). (4)

10.1.3 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for
Unincorporated portions of Los Angeles County, California
(Fund 12-BCD). (4)

10.1.4 Copy of Los Angeles County Code regarding cable tv system
franchises (Fund 12-BCD). (5)

10.1.5 Copy of Ordinance 90-0118F dated 10/29/90 granting a cable
television franchise to Fund 12-BCD (Fund 12-BCD). (5)

10.1.6 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Green
Valley/Elizabeth Lake/Leona Valley unincorporated areas of
Los Angeles County, California (Fund 12-BCD). (2)

10.1.7 Ordinance 88-0166F dated 10/4/88 amending the franchise
described in 10.1.5 (Fund 12-BCD). (5)

10.1.8 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City
of Palmdale, California (Fund 12-BCD). (5)

10.1.9 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the City
of Albuquerque, New Mexico (Fund 12-BCD). (4)

10.1.10 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the County
of Bernalillo, New Mexico (Fund 12-BCD). (4)

10.1.11 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Town
of Bernalillo, New Mexico (Fund 12-BCD). (4)

46
<PAGE>

10.1.12 Resolution No. 12-14-87 dated 12/14/87 authorizing the
assignment of the franchise to Fund 12-BCD. (5)

10.1.13 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the
Village of Bosque Farms, New Mexico (Fund 12-BCD). (4)

10.1.14 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the
Village of Corrales, New Mexico (Fund 12-BCD). (4)

10.1.15 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the
Kirtland Air Force Base, New Mexico (Fund 12-BCD). (5)

10.1.16 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the
Village of Los Ranchos, New Mexico (Fund 12-BCD). (4)

10.1.17 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the County
of Sandoval, New Mexico (Fund 12-BCD). (4)

10.1.18 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the County
of Valencia, New Mexico (Fund 12-BCD). (4)

10.1.19 Resolution No. 88-23 dated 2/14/88 authorizing assignment of
the franchise to Fund 12-BCD. (6)

10.2.1 Note Purchase Agreement dated as of March 31, 1992 between
Cable TV Fund 12-BCD Venture and the Noteholders (6)

10.2.2 Amendment No. 1 dated as of March 31, 1994 to the Note
Purchase Agreement dated as of March 31, 1992 between Cable
TV Fund 12-BCD Venture and the Noteholders (6)

10.2.3 Amendment No. 2 dated as of September 30, 1994 to the Note
Purchase Agreement dated as of March 31, 1992 between Cable
TV Fund 12-BCD Venture and the Noteholders (6)

10.2.4 Amendment No. 3 dated as of February 12, 1996 to the Note
Purchase Agreement dated as of March 31, 1992 between Cable
TV Fund 12-BCD Venture and the Noteholders. (6)

10.2.5 Second Amended and Restated Credit Agreement by and among
Cable TV Fund 12-BCD Venture, various banks, Corestates
Bank, N.A. and Societe Generale, as Managing Agents and
Corestates Bank, N.A., as Administrative Agent dated
February 12, 1996. (6)

10.3.1 Purchase and Sale Agreement (Albuquerque) dated as of July
28, 1997 between Cable TV Fund 12-BCD Venture and Jones
Intercable, Inc. (7)

47
<PAGE>

27 Financial Data Schedule
__________

(1) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1985 (Commission
File Nos. 0-13193, 0-13807, 0-13964 and 0-14206).

(2) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1987 (Commission
File Nos. 0-13193, 0-13807, 0-13964 and 0-14206).

(3) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1994 (Commission
File No. 0-13193).

(4) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1986 (Commission
File Nos. 0-13193, 0-13807, 0-13964 and 0-14206).

(5) Incorporated by reference from Registrant's Report on Form
10-K for the fiscal year ended December 31, 1992 (Commission
File Nos. 0-13193, 0-13807, 0-13964 and 0-14206).

(6) Incorporated by reference from Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.

(7) Incorporated by reference from the Registrant's Preliminary
Proxy Statement (Commission File No. 0-13964) filed with the
SEC on October 2, 1997.

(b) Reports on Form 8-K.

None.

48
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

CABLE TV FUND 12-C, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.

By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 2, 1998 Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 2, 1998 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 2, 1998 (Principal Financial Officer)

By: /s/ Larry Kaschinske
--------------------
Larry Kaschinske
Vice President/Controller
Dated: March 2, 1998 (Principal Accounting Officer)

By: /s/ James B. O'Brien
--------------------
James B. O'Brien
Dated: March 2, 1998 President and Director

By: /s/ Robert E. Cole
------------------
Robert E. Cole
Dated: March 2, 1998 Director

By: /s/ William E. Frenzel
----------------------
William E. Frenzel
Dated: March 2, 1998 Director

49
<PAGE>

By:
--------------------
Josef J. Fridman
Dated: March 2, 1998 Director

By:
--------------------
Donald L. Jacobs
Dated: March 2, 1998 Director

By: /s/ Robert Kearney
------------------
Robert Kearney
Dated: March 2, 1998 Director

By: /s/ James J. Krejci
-------------------
James J. Krejci
Dated: March 2, 1998 Director

By: /s/ Raphael M. Solot
--------------------
Raphael M. Solot
Dated: March 2, 1998 Director

By: /s/ Howard O. Thrall
--------------------
Howard O. Thrall
Dated: March 2, 1998 Director

By:
---------------------
Siim A. Vanaselja
Dated: March 2, 1998 Director

By: /s/ Sanford Zisman
------------------
Sanford Zisman
Dated: March 2, 1998 Director

By: /s/ Robert B. Zoellick
----------------------
Robert B. Zoellick
Dated: March 2, 1998 Director

<PAGE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (733,076)
<INCOME-TAX> 0
<INCOME-CONTINUING> (733,076)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (733,076)
<EPS-PRIMARY> (15.24)
<EPS-DILUTED> (15.24)

</TABLE>