CABLE TV FUND 12-D LTD, SC 13E3/A, 1998-03-13

CABLE TV FUND 12-D LTD
SC 13E3/A, 1998-03-13
RADIOTELEPHONE COMMUNICATIONS

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3 to
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934
and Rule 13e-3 thereunder)

Cable TV Fund 12-D, Ltd.
------------------------
(Name of the Issuer)

Jones Intercable, Inc. (File No. 0-8947)
and
Cable TV Fund 12-D, Ltd. (File No. 0-14206)
-------------------------------------------
(Name of Person(s) Filing Statement)

Limited Partnership Interests
-----------------------------
(Title of Class of Securities)

Elizabeth M. Steele, Esq.
Vice President and General Counsel
Jones Intercable, Inc.
9697 E. Mineral Avenue
Englewood, Colorado 80112
(303) 784-8400
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

a. X The filing of solicitation materials or an information statement
_____ subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.

b. _____ The filing of a registration statement under the Securities Act of
1933.

c. _____ A tender offer.

d. _____ None of the above.
<PAGE>

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: X
_____

Calculation of Filing Fee

TRANSACTION VALUATION* AMOUNT OF FILING FEE
- --------------------- --------------------

$169,452,083 $33,890

X Check box if any part of the fee is offset as provided by Rule 0-
_____ 11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $33,890

Form or Registration No.: Schedule 14A

Filing Party: Cable TV Fund 12-D, Ltd.
Commission File No. 0-14206

Date Filed: October 2, 1997

*Pursuant to Rule 0-11(c)(2), the transaction valuation is based upon Cable TV
Fund 12-D, Ltd.'s 76 percent interest in the $222,963,267 sales price that is to
be paid to Cable TV Fund 12-BCD Venture by Jones Intercable, Inc. in connection
with the transaction that is the subject of the proxy solicitation.
<PAGE>

INTRODUCTION
------------

This Amendment No. 3 to Rule 13e-3 Transaction Statement is being filed
jointly by Cable TV Fund 12-D, Ltd., a Colorado limited partnership, and by
Jones Intercable, Inc., a Colorado corporation that is the general partner of
Cable TV Fund 12-D, Ltd., in connection with the sale of assets of Cable TV Fund
12-BCD Venture to Jones Intercable, Inc. upon the terms and subject to the
conditions of a Purchase and Sale Agreement by and between Cable TV Fund 12-BCD
Venture and Jones Intercable, Inc. The sale may be a transaction subject to Rule
13e-3 because it will result in the sale of certain assets of Cable TV Fund 12-
BCD Venture to Jones Intercable, Inc.

The transaction also involves a vote of the limited partners of Cable TV
Fund 12-D, Ltd., which is subject to Regulation 14A of the Securities Exchange
Act of 1934, and the information contained in the revised preliminary proxy
statement filed pursuant thereto is incorporated by reference in answer to the
items of this Amendment No. 3 to Rule 13e-3 Transaction Statement. Attached as
an exhibit to this Amendment No. 3 to Rule 13e-3 Transaction Statement are the
revised preliminary proxy solicitation materials that have been filed
simultaneously herewith. The cross-reference sheet that follows shows the
location in the revised preliminary proxy statement of the information
incorporated by reference in response to the items of this Amendment No. 3 to
Rule 13e-3 Transaction Statement, as permitted by General Instruction F to
Schedule 13E-3.

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<PAGE>

CROSS-REFERENCE SHEET
---------------------

(Pursuant to General Instruction F to Schedule 13E-3)
<TABLE>
<CAPTION>

Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------ ---------------
<S> <C>
1. Issuer and Class of
Security Subject to
the Transaction.

(a)................... Vote of the Limited Partners of Cable TV Fund
12-D, Ltd.; Certain Information About the
Partnership and the General Partner.

(b)-(c)............... Vote of the Limited Partners of Cable TV Fund
12-D, Ltd.

(d)................... Special Factors, Prior Acquisitions and Sales.

(e)................... [Not applicable.]

(f)................... [Not applicable.]

2. Identity and Background.

(a)-(d), (g).......... Vote of the Limited Partners of Cable TV Fund
12-D, Ltd.; Certain Information About the
Partnership and the General Partner; Schedule 1.

(e)-(f)............... [The answers to these items are in the negative;
pursuant to the Instruction following Item 2(f),
negative answers to Items 2(e) and 2(f) have not
been furnished to limited partners in the proxy
statement.]
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------ ---------------
<S> <C>
3. Past Contracts,
Transactions or
Negotiations.

(a)(1)................ Certain Related Party Transactions.
(a)(2)................ [None.]

(b)................... [None.]

4. Terms of the
Transaction.

(a)................... Proposed Sale of Assets.

(b)................... [Not applicable.]

5. Plans or Proposals of
the Issuer or
Affiliate.

(a)................... Vote of the Limited Partners of Cable TV Fund 12-D,
Ltd.; Certain Information About the Partnership and
the General Partner.

(b)-(e)............... [Not applicable.]

(f)-(g)............... Vote of the Limited Partners of Cable TV Fund 12-D,
Ltd.; Certain Information About the Partnership and
the General Partner.

6. Source and Amounts of
Funds or Other
Consideration.

(a)................... Proposed Sale of Assets, The Purchase and Sale
Agreement; Proposed Sale of Assets, Purchase Price.
</TABLE>

-5-
<PAGE>

Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------- ---------------
<S> <C>
(b)................... Special Factors, The Appraisals; Special Factors,
Costs of the Transaction.

(c)................... Proposed Sale of Assets, The Purchase and Sale
Agreement.

(d)................... [Not applicable.]

7. Purpose(s),
Alternatives,
Reasons and Effects.

(a)................... Special Factors, The Partnership's Investment
Objectives; Special Factors, The General Partner's
Objectives; Special Factors, Reasons for the
Timing of the Sale.

(b)................... Special Factors, Reasons for the Timing of the
Sale; Special Factors, Recommendation of the
General Partner and Fairness of the Proposed Sale
of Assets.

(c)................... Special Factors, The Partnership's Investment
Objectives; Special Factors, Reasons for the
Timing of the Sale; Special Factors,
Recommendation of the General Partner and Fairness
of the Proposed Sale of Assets.

</TABLE>

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<PAGE>

Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------- ---------------
<S> <C>
(d)................... Special Factors, Certain Effects of the Sale;
Special Factors, Recommendation of the General
Partner and Fairness of the Proposed Sale of
Assets; Federal Income Tax Consequences.

8. Fairness of the
Transaction.

(a)-(b)............... Vote of the Limited Partners of Cable TV Fund 12-D,
Ltd.; Special Factors, Recommendation of the
General Partner and Fairness of the Proposed Sale
of Assets; Special Factors, The Appraisals.

(c)................... Vote of the Limited Partners of Cable TV Fund
12-D, Ltd.; Special Factors, Relevant Provisions
of the Partnership Agreement; Proposed Sale of
Assets, Conditions to Closing.

(d)-(e)............... Special Factors, Recommendation of the General
Partner and Fairness of the Proposed Sale of
Assets.

(f)................... [Not applicable.]

9. Reports, Opinions,
Appraisals and Certain
Negotiations.

(a)................... Vote of the Limited Partners of Cable TV Fund
12-D, Ltd.

</TABLE>

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<PAGE>

Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------- ---------------
<S> <C>
(b)................... Special Factors, Recommendation of the General
Partner and Fairness of the Proposed Sale of
Assets; Special Factors, The Appraisals.

(c)................... Special Factors, The Appraisals; Available
Information.

10. Interest in Securities
of the Issuer

(a)................... Vote of the Limited Partners of Cable TV Fund
12-D, Ltd.; Schedule 1.

(b)................... [None.]

11. Contracts, [None.]
Arrangements or
Understandings with
Respect to the
Issuer's Securities.

12. Present Intention and
Recommendation of
Certain Persons with
Regard to the
Transaction.

(a)................... Vote of the Limited Partners of Cable TV Fund
12-D, Ltd.

(b)................... Vote of the Limited Partners of Cable TV Fund
12-D, Ltd.; Special Factors, Recommendation of the
General Partner and Fairness of the Proposed Sale
of Assets.
</TABLE>

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<PAGE>

Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
-------------------- ---------------
<S> <C>
13. Other Provisions of
the Transaction.

(a)................... Special Factors, Certain Effects of the Sale.

(b)................... [Not applicable.]

(c)................... [Not applicable.]

14. Financial Information.

(a)(1)................ [Pursuant to General Instruction D to Schedule 13E-
3, the audited financial statements of Cable TV
Fund 12-D, Ltd. for the fiscal years ended December
31, 1997 and 1996 are incorporated by reference
from Cable TV Fund 12-D, Ltd.'s Annual Report on
Form 10-K for the fiscal year ended December 31,
1997, which is filed as an exhibit to this Schedule
13E-3.]

(a)(2)................ [Not applicable.]

(a)(3)................ [Not applicable.]

(a)(4)................ Special Factors, Recommendation of the General
Partner and Fairness of the Proposed Sale of
Assets.

(b)................... Unaudited Pro Forma Financial Information of Cable
TV Fund 12-D, Ltd.
</TABLE>

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<PAGE>

Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------- ---------------
<S> <C>
15. Persons and Assets
Employed,
Retained or Utilized.

(a)................... Vote of the Limited Partners of Cable TV Fund
12-D, Ltd.

(b)................... [None.]

16. Additional Special Factors, Relevant Provisions of the
Information. Partnership Agreement.

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

17. Materials
Filed as Exhibits:

*(a)................... Jones Cable Holdings II, Inc.'s Credit Facility

*(b)(1)................ Appraisal of the Albuquerque System by The
Strategis Group, Inc.

*(b)(2)................ Appraisal of the Albuquerque System by Western
Cablesystems, Inc.

*(b)(3)................ Appraisal of the Albuquerque System by Bond &
Pecaro, Inc.

(c)................... [Not applicable.]

*(d)(1)................ Preliminary Proxy Statement to be furnished to the
limited partners of Cable TV Fund 12-D, Ltd.

*(d)(2)................ Cable TV Fund 12-D, Ltd.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1996.

*(d)(3)................ Cable TV Fund 12-D, Ltd.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31,
1997.

*(d)(4)................ Cable TV Fund 12-D, Ltd.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30,
1997.

*(d)(5)................ Revised Preliminary Proxy Statement to be furnished
to the limited partners of Cable TV Fund 12-D, Ltd.

*(d)(6)................ Cable TV Fund 12-D, Ltd.'s Quarterly Report on Form
10-Q for the fiscal quarter ended September 30,
1997.

*(d)(7)................ Revised Preliminary Proxy Statement to be furnished
to the limited partners of Cable TV Fund 12-D, Ltd.

(d)(8)................ Cable TV Fund 12-D, Ltd.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1997.

(d)(9)................ Revised Preliminary Proxy Statement to be
furnished to the limited partners of Cable TV Fund
12-D, Ltd.

(e)................... [Not applicable.]

(f)................... [Not applicable.]
___________
* previously filed

</TABLE>

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<PAGE>

SIGNATURES
----------

After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

JONES INTERCABLE, INC.,
a Colorado corporation

Dated: March 13, 1998 By:/s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President

CABLE TV FUND 12-D, LTD.,
a Colorado limited partnership

By: Jones Intercable, Inc.,
a Colorado corporation,
as general partner

Dated: March 13, 1998 By:/s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President

-11-

<PAGE>

EXHIBIT 99(D)(8)

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: 0-14206

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

Colorado 84-1010423
-------- ----------
(State of Organization) (IRS Employer Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's telephone
no. 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 results
predicted by these forward-looking statements as a result of various factors.

PART I.
-------

ITEM 1. BUSINESS
-----------------

THE PARTNERSHIP. Cable TV Fund 12-D, 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-C, Ltd. ("Fund 12-C") are the other
partnerships that were formed pursuant to that Program. In 1986, the
Partnership, Fund 12-B and Fund 12-C formed a general partnership known as Cable
TV Fund 12-BCD Venture (the "Venture"), in which the Partnership owns a 76
percent interest, Fund 12-B owns a 9 percent interest and Fund 12-C owns a 15
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 76 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-C. The General Partner
anticipates that it will conduct a vote of the limited partners of the
Partnership, Fund 12-B and Fund 12-C in March and April 1998.

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<PAGE>

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-C 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 closing adjustments will not
affect the amount of the net sale proceeds distributed to the Partnership, Fund
12-B and Fund 12-C. The Partnership will receive 76 percent of the net sale
proceeds, estimated to total approximately $94,428,308, 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 $90,101,856 and the General Partner will receive approximately
$4,326,452. Limited partners will receive $380 for each $500 limited
partnership interest, or $759 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.

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<PAGE>

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

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<PAGE>

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.

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. Ameritech, one of the seven regional Bell Operating Companies
("BOCs"), which provides telephone service in a multi-state region including
Illinois, has been the most active BOC in seeking local cable franchises within
its service area. It has been awarded franchises and begun cable service in
Elgin, Glen Ellyn and Naperville, Illinois. Vernon Hills, Illinois has awarded
a franchise to Ameritech; however, Ameritech has not entered into a franchise
agreement and is not providing cable service in Vernon Hills. These communities
are currently served by cable systems owned by three partnerships managed by the
General Partner. 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

-5-
<PAGE>

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 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.

-6-
<PAGE>

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.

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,

-7-
<PAGE>

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.

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

-8-
<PAGE>

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 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 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-

-9-
<PAGE>

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 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,
-------------------------------------------
<S> <C> <C> <C>
PALMDALE SYSTEM 1997 1996 1995
- --------------- ---- ---- ----
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
</TABLE>

<TABLE>
<CAPTION>
At December 31,
-------------------------------------------
<S> <C> <C> <C>

ALBUQUERQUE SYSTEM 1997 1996 1995
- ------------------ ---- ---- ----
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).

The General Partner is a defendant in a now consolidated civil action
filed by limited partners of the Partnership derivatively on behalf of the
Partnership, Fund 12-B and Fund 12-C. 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-C
and the Venture in connection with the Venture's sale of its Tampa, Florida
cable television system (the "Tampa System") to a subsidiary of the General
Partner and the subsequent trade to Time Warner. 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

-11-
<PAGE>

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-C. 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-C,
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 $410 per interest. As of January 16, 1998, the Partnership
had 237,339 limited partnership interests outstanding held by 16,557 persons.

-13-
<PAGE>

Item 6. Selected Financial Data
- -------------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------------------------------------
Cable TV Fund 12-D, Ltd./(a)/ 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 & 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
Minority Interest in Consolidated
(Income) Loss 1,173,555 (15,248,079) 2,720,847 3,149,271 2,833,316
Net Income (Loss) (3,624,693) 47,090,757/(b)/ (8,403,720) (9,726,971) (8,751,100)
Net Income (Loss) per Limited
Partnership Unit (15.12) 193.47/(b)/ (35.05) (40.57) (36.50)
Weighted Average Number of Limited
Partnership Units Outstanding 237,339 237,339 237,339 237,339 237,339
General Partner's Deficit (108,581) (72,334) (1,244,562) (1,160,525) (1,063,255)
Limited Partners' Deficit (20,175,212) (16,586,766) (20,958,295) (12,638,612) (3,008,911)
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
General Partner Advances - - 4,198,739 616,810 188,430

</TABLE>
(a) The above financial information represents the consolidated operations of
Cable TV Fund 12-BCD Venture, in which Cable TV Fund 12-D, Ltd.
has a 76 percent equity interest.

(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-D, 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-D, Ltd. -
- ------------------------

The Partnership's investment in the Venture has decreased by $3,624,693
when compared to the December 31, 1996 balance representing a deficit of
$20,283,793. This deficit is due to the Partnership's share of Venture losses,
which are principally the result of depreciation and amortization charges being
greater than equity invested. These losses are expected to be recovered upon
liquidation of the Venture.

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 $94,428,308, or 76 percent of the
$125,000,000 distribution, which the 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 $90,101,856 and the General Partner will
receive $4,326,452. Such distribution represents $380 for each $500 limited
partnership interest, or $759 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
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.

15
<PAGE>

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-D, Ltd. -
- ------------------------

All of the Partnership's operations are represented by its 76 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-D, Ltd.:

We have audited the accompanying consolidated balance sheets of CABLE TV
FUND 12-D, LTD. (a Colorado limited partnership) and subsidiary as of December
31, 1997 and 1996, and the related consolidated 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-D,
Ltd. and subsidiary as of December 31, 1997 and 1996, and the results of their
operations and their 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-D, LTD.
------------------------
(A Limited Partnership)

CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
December 31,
-------------------------------------
<S> <C> <C>

ASSETS 1997 1996
- ---------------- ------------- ------------

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 consolidated financial statements
are an integral part of these consolidated balance sheets.

21
<PAGE>

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

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

December 31,
-------------------------------------
<S> <C> <C>

LIABILITIES AND PARTNERS' DEFICIT 1997 1996
- ---------------------------------- ------------ ------------

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)

MINORITY INTEREST IN JOINT VENTURE (6,905,937) (5,732,382)
------------ ------------

PARTNERS' DEFICIT:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (109,581) (73,334)
------------ ------------

(108,581) (72,334)
------------ ------------

Limited Partners-
Net contributed capital (237,339 units outstanding
at December 31, 1997 and 1996) 102,198,175 102,198,175
Accumulated deficit (80,826,387) (77,237,941)
Distributions (41,547,000) (41,547,000)
------------ ------------

(20,175,212) (16,586,766)
------------ ------------

Total liabilities and partners' deficit $124,269,504 $120,899,336
============ ============

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

22
<PAGE>

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

CONSOLIDATED 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 22,142,809 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)
------------ ------------ ------------

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

MINORITY INTEREST IN CONSOLIDATED NET
(INCOME) LOSS 1,173,555 (15,248,079) 2,720,847
------------ ------------ ------------

NET INCOME (LOSS) $ (3,624,693) $ 47,090,757 $ (8,403,720)
============ ============ ============

ALLOCATION OF NET INCOME (LOSS):
General Partner $ (36,247) $ 1,172,228 $ (84,037)
============ ============ ============

Limited Partners $ (3,588,446) $ 45,918,529 $ (8,319,683)
============ ============ ============

NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (15.12) $ 193.47 $ (35.05)
============ ============ ============

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 237,339 237,339 237,339
============ ============ ============

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

23
<PAGE>

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

CONSOLIDATED 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 $ (72,334) $ (1,244,562) $ (1,160,525)
Net income (loss) for year (36,247) 1,172,228 (84,037)
------------ ------------ ------------

Balance, end of year $ (108,581) $ (72,334) $ (1,244,562)
============ ============ ============

LIMITED PARTNERS:
Balance, beginning of year $(16,586,766) $(20,958,295) $(12,638,612)
Net income (loss) for year (3,588,446) 45,918,529 (8,319,683)
Distributions - (41,547,000) -
------------ ------------ ------------

Balance, end of year $(20,175,212) $(16,586,766) $(20,958,295)
============ ============ ============

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

24
<PAGE>

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

CONSOLIDATED 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) $ (3,624,693) $ 47,090,757 $ (8,403,720)
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) -
Minority interest in consolidated income (loss) (1,173,555) 15,248,079 (2,720,847)
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 advances from Jones Intercable - (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 consolidated financial statements
are an integral part of these consolidated statements.

25
<PAGE>

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

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

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

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

Cable TV Fund 12-D, Ltd. ("Fund 12-D"), a Colorado limited partnership,
was formed on February 5, 1986, under a public program sponsored by Jones
Intercable, Inc. Fund 12-D was formed to acquire, construct, develop and
operate cable television systems. Jones Intercable, Inc. ("Intercable"), is the
"General Partner" and manager of Fund 12-D. 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.

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

The capitalization of Fund 12-D is set forth in the accompanying
consolidated 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-D by contributing $1,000 to
partnership capital.

All profits and losses of Fund 12-D 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-
D of a cable television system, which was allocated 100 percent to the limited
partners.

Formation of Joint Venture and Venture Sale of Cable Television Systems
-----------------------------------------------------------------------

On March 17, 1986, Cable TV Fund 12-B, Ltd. ("Fund 12-B"), Cable TV Fund
12-C, Ltd. ("Fund 12-C") and Fund 12-D formed Cable TV Fund 12-BCD Venture (the
"Venture"). The Venture was formed for the purpose of acquiring certain cable
television systems. At December 31, 1997, the Venture owned and operated the
cable television systems serving certain areas in and around Albuquerque, New
Mexico (the "Albuquerque System") and Palmdale, California (the "Palmdale
System").

On February 28, 1996, the Venture sold the cable television system
serving the areas in and around Tampa, Florida (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. Of this total distribution, Fund 12-B received
$5,049,000, Fund 12-C received $8,404,000 and Fund 12-D received $41,547,000.
Because the limited partners of Fund 12-D had not yet received distributions in
an amount equal to 100 percent of the capital initially contributed to Fund 12-D
by them, the entire portion of Fund 12-D's distribution was distributed to the
limited partners in March 1996. This distribution has given Fund 12-D's limited
partners an approximate return of $350 for each $1,000 invested in Fund 12-D.
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.

26
<PAGE>

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 $94,428,308, or 76 percent of the $125,000,000
distribution, which the 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 $90,101,856 and the General Partner will receive $4,326,452. Such
distribution represents $380 for each $500 limited partnership interest, or $759
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.

(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. Fund 12-D'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.

Principles of Consolidation
---------------------------

The accompanying consolidated financial statements include 100 percent of
the accounts of Fund 12-D and those of the Venture reduced by the approximate 24
percent minority interest in the Venture. All inter-partnership accounts and
transactions have been eliminated.

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

Depreciation is provided using the straight-line method over the
following estimated service lives:

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

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.

27
<PAGE>

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.

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

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

The General Partner manages Fund 12-D 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.
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.

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-
D's first cable television system or from cash flow, such as from the sale or
refinancing of a system or upon dissolution of the Partnership, 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.

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.

28
<PAGE>

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

Property, plant and equipment as of December 31, 1997 and 1996, consisted
of the following:
<TABLE>
<CAPTION>

December 31,
----------------------------
<S> <C> <C>
1997 1996
------------ ------------

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
============ ============

<CAPTION>
(5) DEBT
----
Debt consists of the following:
December 31,
----------------------------
<S> <C> <C>
1997 1996
------------ ------------
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 on 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.

29
<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 consolidated
financial statements because they accrue directly to the partners. The federal
and state income tax returns of Fund 12-D are prepared and filed by the General
Partner.

Fund 12-D's tax returns, the qualification of the Partnership 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 Fund 12-D's qualification as such, or in
changes with respect to Fund 12-D'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
-----------------------------

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-C. 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-C
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-C. 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.

30
<PAGE>

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-C, 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.

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.

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
----------
$2,535,419
==========
</TABLE>

31
<PAGE>

(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>

32
<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>
<CAPTION>

<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.

-33-
<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.

34
<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, as 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.

35
<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.

36
<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.

37
<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,
------------------------------------------------
Cabel 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>

38
<PAGE>

PART IV.
--------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
<TABLE>
<CAPTION>

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

<C> <C> <S>
3. The following exhibits are filed herewith.

4.1 Limited Partnership Agreement for Cable TV Fund 12-D. (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)
</TABLE>

39
<PAGE>

<TABLE>

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. (5)

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 Jones Intercable, Inc. and Cable TV Fund 12-BCD Venture. (7)
</TABLE>

40
<PAGE>

<TABLE>

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. 0-14206).

(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 Preliminary Proxy Statement of Cable TV
Fund 12-D, Ltd. (Commission File No. 1-14206) filed with the SEC on 10/2/97.

(b) Reports on Form 8-K.

None.
</TABLE>

41
<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-D, 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

42
<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>

Exhibit 99(D)(9)

[LOGO OF JONES INTERCABLE, INC. APPEARS HERE]

9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112

NOTICE OF VOTE OF THE LIMITED PARTNERS OF CABLE TV FUND 12-D, LTD.

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

A special vote of the limited partners of Cable TV Fund 12-D, Ltd. (the
"Partnership") is being conducted through the mails on behalf of the
Partnership by Jones Intercable, Inc., the general partner of the Partnership,
for the purpose of obtaining limited partner approval of the sale of the
Albuquerque, New Mexico cable television system (the "Albuquerque System")
owned by the Cable TV Fund 12-BCD Venture, a joint venture in which the
Partnership has a 76 percent ownership interest, for $222,963,267 in cash,
subject to customary working capital closing adjustments that may have the
effect of increasing or decreasing the sales price by a non-material amount.
The Albuquerque System is proposed to be sold to Jones Communications of New
Mexico, Inc., an indirect wholly owned subsidiary of the General Partner.
Information relating to this matter is set forth in the accompanying Proxy
Statement.

If the limited partners approve the proposed sale of the Albuquerque System
and if the transaction is closed, the Cable TV Fund 12-BCD Venture will repay
a portion of its debt and $125,000,000 of net sale proceeds will be
distributed to the three constituent partnerships of the Cable TV Fund 12-BCD
Venture in proportion to their ownership interests. The closing adjustments
will not affect the amount of the net sale proceeds distributed to the
partnerships. The Partnership accordingly will receive 76 percent of such
proceeds, estimated to total approximately $94,428,308, 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. Of this
amount, approximately $90,101,856 will be distributed to the limited partners
and approximately $4,326,452 will be distributed to the general partner. It is
estimated that the limited partners will receive $380 for each $500 limited
partnership interest, or $759 for each $1,000 invested in the Partnership.
Once the distribution of the net proceeds from the sale of the Albuquerque
System has been made, limited partners 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.

<PAGE>

Only limited partners of record at the close of business on March 15, 1998
are entitled to notice of, and to participate in, this vote of limited
partners. It is very important that all limited partners participate in the
voting. The Cable TV Fund 12-BCD Venture's ability to complete the transaction
discussed in the Proxy Statement and the Partnership's ability to make a
distribution to its partners of its portion of the net proceeds of the sale of
the Albuquerque System pursuant to the terms of the Partnership's limited
partnership agreement (the "Partnership Agreement") are dependent upon the
approval of the transaction by the holders of a majority of the Partnership's
limited partnership interests.

The proposal that is the subject of this proxy solicitation will be adopted
only if approved by the holders of a majority of the limited partnership
interests. Each limited partnership interest entitles the holder thereof to
one vote on the proposal. Because the Partnership Agreement requires that the
proposal to sell the Albuquerque System be approved by the holders of a
majority of the limited partnership interests, abstentions and non-votes will
be treated as votes against the proposal. A properly executed consent returned
to the general partner on which a limited partner does not mark a vote will be
counted as a vote for the proposed sale of the Albuquerque System. Because
limited partners do not have dissenters' or appraisal rights in connection
with the proposed sale of the Albuquerque System, if the holders of a majority
of the limited partnership interests approve the proposal, all limited
partners will receive a distribution of the net sale proceeds in accordance
with the procedures prescribed by the Partnership Agreement regardless of how
or whether they vote on the proposal.

Jones Intercable, Inc., as the general partner of the Partnership, urges you
to sign and return the enclosed proxy card as promptly as possible. The proxy
card should be returned in the enclosed envelope.

JONES INTERCABLE, INC.
General Partner

[SIGNATURE OF ELIZABETH M. STEELE]

Elizabeth M. Steele
Secretary

Dated: March 27, 1998
<PAGE>

[LOGO OF JONES INTERCABLE, INC.]

9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112

PROXY STATEMENT

VOTE OF THE LIMITED PARTNERS OF CABLE TV FUND 12-D, LTD.

This Proxy Statement is being furnished in connection with the solicitation
of the written consents of the limited partners of Cable TV Fund 12-D, Ltd.
(the "Partnership") by Jones Intercable, Inc., the general partner of the
Partnership (the "General Partner"), on behalf of the Partnership, for the
purpose of obtaining limited partner approval of the sale of the Albuquerque,
New Mexico cable television system (the "Albuquerque System") owned by the
Cable TV Fund 12-BCD Venture (the "Venture"), a joint venture in which the
Partnership has a 76 percent ownership interest, for $222,963,267 in cash,
subject to customary working capital closing adjustments that may have the
effect of increasing or decreasing the sales price by a non-material amount.
The Albuquerque System is proposed to be sold to Jones Communications of New
Mexico, Inc., an indirect wholly owned subsidiary of the General Partner.

Proxies in the form enclosed, properly executed and duly returned, will be
voted in accordance with the instructions thereon. Limited partners are urged
to sign and return the enclosed proxy as promptly as possible. Proxies cannot
be revoked except by delivery of a proxy dated as of a later date. Officers
and other employees of the General Partner may solicit proxies by mail, by
fax, by telephone or by personal interview. The deadline for the receipt of
proxy votes is April 30, 1998, unless extended, but the vote of the
Partnership's limited partners will be deemed to be concluded on the date, at
least 20 business days from the date the proxy materials are sent to limited
partners, that the General Partner, on behalf of the Partnership, is in
receipt of proxies executed by the holders of a majority of the limited
partnership interests either consenting to or disapproving of the proposed
transaction. The General Partner may extend the deadline for receipt of proxy
votes if a majority of the limited partners fail to express an opinion on the
transaction by April 30, 1998. If the General Partner extends the deadline for
receipt of proxy votes, the limited partners will be informed by mail of the
reason for the extension and the new deadline. The cost of the proxy
solicitation will be paid by the General Partner.

The Partnership has only one class of limited partners and no limited
partner has a right of priority over any other limited partner. The
participation of the limited partners is divided into limited partnership
interests and each limited partner owns one limited partnership interest for
each $500 of capital contributed to the Partnership.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS
OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
<PAGE>

As of March 6, 1998, the Partnership had 237,339 limited partnership
interests outstanding held by approximately 16,420 persons. There is no
established trading market for such interests. To the best of the General
Partner's knowledge, no person or group of persons beneficially own more than
five percent of the limited partnership interests. During the past several
years, Smithtown Bay, LLC and Madison Partnership Liquidity Investors XIII,
LLC, two firms unaffiliated with the Partnership, the General Partner and each
other, have conducted tender offers for interests in the Partnership. As of
March 6, 1998, Smithtown Bay, LLC and its affiliates owned 9,695 limited
partnership interests, or 4.1 percent of the limited partnership interests. As
of such date, Madison Partnership Liquidity Investors XIII, LLC and its
affiliates owned 10,388 limited partnership interests, or 4.4 percent of the
limited partnership interests. Pursuant to the terms of agreements between the
Partnership and the General Partner and such firms, all of the limited
partnership interests held by these firms will be voted in the same manner as
the majority of all other limited partners who vote on the sale of the
Albuquerque System. Thus, for example, if the limited partnership interests
voted in favor of the transaction constitute a majority of all limited
partnership interests voted but not a majority of all limited partnership
interests, these firms will be required to vote their limited partnership
interests in favor of the transaction, and in such event the votes of these
firms could be sufficient to cause the transaction to be approved by a
majority of all limited partnership interests, which is the vote necessary to
cause the transaction to be approved. The General Partner owns 200 limited
partnership interests. Officers and directors of the General Partner own no
limited partnership interests. The 200 limited partnership interests owned by
the General Partner will be voted in favor of the proposed transaction. Only
limited partners of record at the close of business on March 15, 1998 will be
entitled to notice of, and to participate in, the vote.

As of the date of this Proxy Statement, the Partnership's only asset is its
76 percent ownership interest in the Venture. Cable TV Fund 12-C, Ltd. ("Fund
12-C") has a 15 percent ownership interest in the Venture and Cable TV Fund
12-B, Ltd. ("Fund 12-B") has a 9 percent ownership interest in the Venture. As
of the date of this Proxy Statement, the Venture owns the Albuquerque System
and the cable television system serving areas in and around Palmdale,
California (the "Palmdale System"). The Venture sold its cable television
system serving Houghton and Hancock, Michigan (the "Houghton/Hancock System")
in 1987, the Venture sold its cable television system serving California City,
California (the "California City System") in 1992 and the Venture sold its
cable television system serving Tampa, Florida (the "Tampa System") in 1996.

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-C 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 closing
adjustments will not affect the amount of the net sale proceeds distributed to
the partnerships. The Partnership will receive 76 percent of the net sale
proceeds, estimated to total approximately $94,428,308, 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 the Venture's 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 $90,101,856 and the General Partner will
receive approximately $4,326,452. Limited partners will receive $380 for each
$500 limited partnership interest, or $759 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 distribution to limited
partners made in 1996 from the net proceeds of the sale of the Tampa System.

2
<PAGE>

After the sale of the Albuquerque System by the Venture, the Partnership
will continue to be a public entity subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), until after the Palmdale System is sold. A separate vote of the limited
partners will be required to approve the sale of the Palmdale System.

Limited partners should note that there are certain income tax consequences
of the proposed sale of the Albuquerque System, which are outlined herein
under the caption "Federal Income Tax Consequences."

The Board of Directors of the General Partner has approved the proposed sale
of the Albuquerque System and the General Partner recommends approval of the
transaction by the holders of the Partnership's limited partnership interests.
In determining the fairness of the proposed transaction, the General Partner
followed the procedures mandated by Section 2.3(b)(iv)(b) of the Partnership's
limited partnership agreement (the "Partnership Agreement"), which provides
that the Partnership's cable television systems may be sold to the General
Partner or to one of its affiliates if the price paid by the General Partner
or such affiliate is determined by the average of three separate, independent
appraisals of the fair market value of the system to be sold. Because the
purchase price to be paid to the Venture is equal to the average of three
separate, independent appraisals of the fair market value of the Albuquerque
System, the Board of Directors of the General Partner has concluded that the
consideration to be paid to the Venture for the Albuquerque System is fair to
all unaffiliated limited partners of the Partnership.

The proposal that is the subject of this proxy solicitation will be adopted
only if approved by the holders of a majority of the limited partnership
interests. Each limited partnership interest entitles the holder thereof to
one vote on the proposal. Because the Partnership Agreement requires that the
proposal to sell the Albuquerque System be approved by the holders of a
majority of the limited partnership interests, abstentions and non-votes will
be treated as votes against the proposal. A properly executed consent returned
to the General Partner on which a limited partner does not mark a vote will be
counted as a vote for the proposed sale of the Albuquerque System. Because
limited partners do not have dissenters' or appraisal rights in connection
with the proposed sale of the Albuquerque System, if the holders of a majority
of the limited partnership interests approve the proposal, all limited
partners will receive a distribution of the Partnership's portion of the net
sale proceeds in accordance with the procedures prescribed by the Partnership
Agreement regardless of how or whether they vote on the proposal.

The General Partner has also prepared proxy statements that are being
delivered to the limited partners of Fund 12-B and Fund 12-C in connection
with their votes to approve the sale of the Albuquerque System by the Venture.
The closing of the sale of the Albuquerque System will occur only if the
transaction is approved by the holders of a majority of the limited
partnership interests of each of the three constituent partnerships of the
Venture. Copies of the proxy statements being delivered to the limited
partners of the Venture's two other constituent partnerships have been filed
with the Securities and Exchange Commission (the "Commission") and can be
obtained either from the Commission or from the General Partner upon written
request to Elizabeth M. Steele, Secretary, Jones Intercable, Inc., 9697 East
Mineral Avenue, Englewood, Colorado 80112, (303) 792-3111. See also "Certain
Information About the Partnership and the General Partner."

The approximate date on which this Proxy Statement and Form of Proxy are
being sent to limited partners is March 27, 1998.

3
<PAGE>

SPECIAL FACTORS

THE PARTNERSHIP'S INVESTMENT OBJECTIVES

The Partnership was formed to acquire, develop, operate and, ultimately,
sell cable television systems. The primary objectives of the Partnership have
been to obtain capital appreciation in the value of the Partnership's cable
television properties; to generate tax losses that could be used to offset
taxable income of limited partners from other sources; and to obtain equity
build-up through debt reduction. It was contemplated from the outset of the
Partnership's existence that capital appreciation in Partnership cable
television properties would be converted to cash by a sale of such properties
at such time as the General Partner determined that the Partnership's
investment objectives had substantially been achieved and after a holding
period of approximately five to seven years. It also was contemplated from the
outset of the Partnership's existence that the General Partner or one of its
affiliates could be the purchaser of the Partnership's cable television
properties.

The Venture was formed to pool the financial resources of three public
partnerships sponsored by the General Partner with identical investment
objectives and to enable them to acquire a greater number of and/or larger
cable television systems than any one of the partnerships could acquire on
their own. The Venture acquired the Albuquerque System in August 1986. Based
upon the track record of prior public partnerships sponsored by the General
Partner that had liquidated or were in the process of liquidating their assets
during the period that limited partnership interests in the Partnership were
being sold and based upon disclosures made to prospective investors about the
Partnership's investment objectives in the Cable TV Fund 12 prospectus and
accompanying sales brochure, investors in the Partnership reasonably could
have anticipated that the Partnership's investment objectives would be
achieved and its assets liquidated after a holding period of approximately
five to seven years. Due to the uncertain and then adverse regulatory
environment that developed in the early 1990s for the cable television
industry, the resultant decline in the prices for cable television systems and
the subsequent inactivity in the cable television system marketplace, the
General Partner determined that it would be prudent to delay the sale of the
Albuquerque System until market conditions improved, and as a result the
Albuquerque System has been held by the Venture for more than 11 years.

The purpose of the sale of the Albuquerque System, from the Partnership's
perspective, is to attain the Partnership's primary investment objective with
respect to the Albuquerque System, i.e., to convert the Partnership's capital
appreciation in the Albuquerque System to cash. The sale proceeds will be used
to repay a substantial portion of the Venture's debt, and the remaining sale
proceeds will be distributed to the three constituent partnerships of the
Venture. The Partnership in turn will distribute its portion of the net sale
proceeds to the partners of the Partnership in accordance with the
distribution procedures established by the Partnership Agreement. The sale of
the Albuquerque System is thus the necessary final step in the Partnership's
accomplishment of its investment objectives with respect to the Albuquerque
System.

PRIOR ACQUISITIONS AND SALES

The Partnership was formed in January 1986 as a Colorado limited partnership
in connection with a public offering of its limited partnership interests. In
March 1986, the Partnership invested all of its limited partner capital
contributions in the Venture, through which it acquired a 76 percent ownership
interest in the Venture. The Venture ultimately acquired five cable television
systems: the Houghton/Hancock System was acquired in May 1986, the California
City System was acquired in April 1986, the Albuquerque System was acquired in
August 1986, the Palmdale System was acquired in April 1986 and the Tampa
System was acquired in December 1986.

The Houghton/Hancock System was sold in August 1987 to an unaffiliated cable
television system operator for a sales price of $5,000,000 and the California
City System was sold in April 1992 to an unaffiliated cable television system
operator for a sales price of $2,608,000. The sale proceeds from the Venture's
sales of the Houghton/Hancock System and the California City System were used
to reduce the Venture's indebtedness. None of the sale proceeds were
distributed to the Venture's three constituent partnerships and thus none of
the

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sale proceeds were distributed to the Partnership or its partners. No vote of
the limited partners of the Partnership was required in connection with the
sale of either of these systems because neither of these systems constituted
all or substantially all of the Partnership's assets.

The Venture sold the Tampa System in February 1996 to a subsidiary of the
General Partner for a sales price of $110,395,667, which price was determined
by 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 debt arrangements were amended to permit a
$55,000,000 distribution to the Venture's three constituent partnerships from
the Tampa System's sale proceeds, and the balance of the Tampa System's sale
proceeds was used to reduce Venture indebtedness. The Partnership's portion of
this distribution was $41,547,000, all of which was distributed to the limited
partners. No vote of the limited partners of the Partnership was required in
connection with the sale of the Tampa System because the assets of the Tampa
System did not constitute all or substantially all of the Partnership's
assets. Immediately following its acquisition of the Tampa System, the
subsidiary of the General Partner that had acquired the Tampa System conveyed
the Tampa System, along with certain other cable television systems owned by
the subsidiary of the General Partner, and cash in the amount of $3,500,000,
to Time Warner Entertainment Advance/Newhouse Partnership ("Time Warner"), an
unaffiliated cable television system operator, in exchange for cable
television systems owned by Time Warner serving communities in Prince Georges
County, Maryland and Reston, Virginia. The Venture's sale of the Tampa System
and the subsequent exchange of the Tampa System for Time Warner systems are
the subject of litigation filed by several limited partners of Fund 12-D. See
"Special Factors, Legal Proceedings."

Limited partners of the Partnership received a distribution from the Tampa
System sale totaling $41,547,000. All distributions to date have given the
Partnership's limited partners an approximate return of $175 for each $500
limited partnership interest, or $350 for each $1,000 invested in the
Partnership.

The Partnership intends to make a distribution of the Partnership's portion
of the net proceeds of the sale of the Venture's Albuquerque System to its
partners. Following this distribution, the Partnership will continue to own
its 76 percent interest in the Venture.

After the sale of the Albuquerque System, the Venture will continue to own
and operate the Palmdale System until it also is sold. On March 10, 1998, the
General Partner's Board of Directors approved the Venture's sale of the
Palmdale System to the General Partner or one of its affiliates for a sales
price of $138,205,200. This sales price represents the average of three
separate independent appraisals of the fair market value of the Palmdale
System as of December 31, 1997 by three appraisal firms engaged by the General
Partner in January 1998.

Upon consummation of the sale of the Palmdale System, the Venture will pay
all of its remaining indebtedness, which is estimated to total $45,000,000,
and then the Venture will distribute the remaining sale proceeds to the three
constituent partnerships of the Venture in proportion to their ownership
interests in the Venture, and then the Partnership will distribute its portion
of the net sale proceeds to its partners of record as of the closing date
pursuant to the terms of the Partnership Agreement. Because the limited
partners will have already received distributions in an amount in excess of
the capital initially contributed to the Partnership by the limited partners
(taking into account the anticipated distribution to the limited partners from
the Albuquerque System's net sale proceeds), the net proceeds from the
Palmdale System's sale will be distributed 75 percent to the limited partners
and 25 percent to the General Partner. Based upon the Venture's financial
information as of December 31, 1997, as a result of the Palmdale System's
sale, the limited partners of the Partnership, as a group, will receive
approximately $52,124,428 and the General Partner will receive approximately
$17,374,810. Limited partners will receive $220 for each $500 limited
partnership interest, or $440 for each $1,000 invested in the Partnership,
from the Partnership's portion of the net proceeds of the Palmdale System's
sale. Once the distributions of the net proceeds from the sale of the Palmdale
System have been made, limited partners will have received a total of $775 for
each $500 limited partnership interest or $1,550 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

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the sale of the Tampa System and the distributions to limited partners to be
made in 1998 from the net proceeds of the sale of the Albuquerque System.

A vote of the limited partners of the Partnership will be required later
this year to approve the sale of the Palmdale System. Proxy statements that
will be delivered to limited partners in connection with that vote will
provide the limited partners with disclosure of all material terms of the
sale, including, among other things, information about the three appraisal
reports used by the General Partner in determining the sales price, the
conditions for the closing of the sale and the basis for the General Partner's
determination that the sale of the Palmdale System on such terms would be fair
to the limited partners of the Partnership. Because the closing of the sale of
the Palmdale System is subject to a number of closing conditions, including
the approval of the transaction by the holders of a majority of the limited
partnership interests in each of the three constituent partnerships of the
Venture, there can be no assurance that the proposed sale of the Palmdale
System will close or that the estimated distributions to be paid to limited
partners from the Palmdale System's sale will be made. Limited partners are
accordingly advised that they should not take into account the proposed
Palmdale System's sale or the estimated distributions therefrom in making
their decision to approve or disapprove the proposed sale of the Albuquerque
System.

THE GENERAL PARTNER'S OBJECTIVES

The purpose of the Albuquerque System's sale from the General Partner's
perspective is to enable the Venture to sell the Albuquerque System at a fair
price and to enable the General Partner through an indirect wholly owned
subsidiary to acquire a cable television system operating in a marketplace in
which the General Partner itself desires to own and operate a cable television
system. The General Partner currently is one of the ten largest cable
television system operators in the United States, with owned and managed
systems totaling approximately 1.4 million basic subscribers. A key element of
the General Partner's strategy is to increase the number of owned subscribers
clustered in attractive demographic areas. The General Partner is making
progress in clustering its owned subscribers in two primary groups of cable
systems. The General Partner's Maryland/Virginia cluster is based primarily on
geography. The General Partner's suburban cluster is based on similar market
and operating characteristics, rather than geography. The General Partner
believes that its clustering strategy may allow it to obtain both economies of
scale and operating efficiencies, for example in areas such as marketing,
administration and capital expenditures. The General Partner desires to add
the Albuquerque System to its suburban cluster, which currently includes the
cable systems serving the communities of Savannah and Augusta, Georgia, Pima
County, Arizona and Independence, Missouri.

In contrast to the Partnership, which is a Colorado limited partnership with
a finite term and which sought cable television properties with high growth
potential during a holding period of approximately five to seven years, the
General Partner, a Colorado corporation with perpetual existence, is seeking
to acquire cable television systems that can generate a steady stream of
income and may appreciate in value over a longer holding period. The
Albuquerque System satisfies this objective of the General Partner. The
General Partner also may be in a better position than the Partnership and the
Venture to access both debt and equity to finance the long-term development of
the Albuquerque System. The General Partner may be able to leverage the
Albuquerque System at a higher level than the Venture has done and,
accordingly, the General Partner may be able to generate a greater return on
its investment in the Albuquerque System than the Partnership and the Venture
would be able to do within the same time. Because the General Partner's
investment horizon is much longer term than the Partnership's investment
horizon, and the General Partner will not need to sell the Albuquerque System
to achieve its investment objectives, it can better withstand the costs
associated with meeting the competition and the regulatory risks inherent in
long-term holding and development of the Albuquerque System.

RELEVANT PROVISIONS OF THE PARTNERSHIP AGREEMENT

Section 2.2(k) of the Partnership Agreement provides that the sale of all or
substantially all of the Partnership's assets is subject to the approval of
the holders of a majority of the Partnership's limited partnership interests.
Because its investment in the Venture is the Partnership's sole asset and
because the Albuquerque

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System represents 63.9 percent of the Venture's assets and 64.3 percent of the
Venture's revenues, the sale of the Albuquerque System is being submitted for
limited partner approval to the limited partners of the Partnership, Fund 12-B
and Fund 12-C.

Section 2.3(b)(iv)(b) of the Partnership Agreement permits the Partnership
to sell any or all of its cable television systems directly to the General
Partner or one or more of its affiliates if the system to be sold has been
held by the Partnership for at least three years, or if it is part of, or
related to, another system that has been held for three years, and provided
that the price paid to the Partnership by the General Partner or any such
affiliate is determined by the average of three separate, independent
appraisals of the particular cable television system or systems being sold,
and that the cost of such appraisals is not borne by the Partnership. Because
the Albuquerque System has been held by the Venture for at least three years
and the purchase price to be paid to the Venture is equal to the average of
three separate, independent appraisals of the fair market value of the
Albuquerque System obtained at the General Partner's expense, these
requirements of the Partnership Agreement have been satisfied.

LEGAL PROCEEDINGS

The General Partner is a defendant in a now consolidated civil action filed
by limited partners of the Partnership derivatively on behalf of the
Partnership, Fund 12-B and Fund 12-C in the Arapahoe County District Court in
the State of Colorado. 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-C and the Venture
in connection with the Venture's sale of the Tampa System to a subsidiary of
the General Partner and the subsequent trade of the Tampa System to Time
Warner. 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-C. 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. On March 10, 1998, the
General Partner's Board of Directors appointed an independent counsel, subject
to the approval of the Court.

Section 2.2 of 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

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<PAGE>

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-C, 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 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.

In voting on the proposed sale of the Albuquerque System, limited partners
should consider that the General Partner determined both the sales price of
the Tampa System and the sales price of the Albuquerque System in a
substantially similar way, i.e., both prices were determined by averaging
three separate, independent appraisals of the fair market value of the
respective systems obtained in accordance with the provisions of Section
2.3(b)(iv)(b) of the three partnerships' limited partnership agreements.
Limited partners should be aware that The Strategis Group, Inc. and Western
Cablesystems, Inc., two of the three appraisal firms that rendered appraisals
of the Tampa System, also rendered appraisals of the Albuquerque System for
purposes of determining the Albuquerque System's sale price. Limited partners
should also consider that Bond & Pecaro, Inc., the other firm that rendered an
appraisal of the Albuquerque System for purposes of determining the
Albuquerque System's sale price, also serves as the General Partner's expert
witness in the Tampa litigation, aiding the General Partner in the defense of
this litigation.

REASONS FOR THE TIMING OF THE SALE

The Partnership has a finite legal existence of 17 years, over 12 of which
have passed. It was not intended or expected, however, that the Partnership
would hold its cable systems for 17 years. Although it was not possible at the
outset of the Partnership to determine precisely how quickly the investment
objectives with respect to any particular system would be achieved, investors
were informed that the General Partner's past experience with prior
partnerships had shown that five to seven years was the average length of time
from the acquisition of a cable system to its sale. Investors in the
Partnership also were able to examine the track record of the General
Partner's prior partnerships because such track record was set forth in the
prospectus delivered in connection with the Partnership's initial public
offering. At the time of the formation of the Partnership, the track record
showed that prior partnerships had rarely held their cable systems for any
longer than six years.

It is the General Partner's publicly announced policy that it intends to
liquidate all of its managed partnerships, including the Partnership, as
opportunities for sales of partnership cable television systems arise in the
marketplace. The General Partner has determined that, as part of this general
liquidation plan, it is in the best interests of the Venture and the three
constituent partnerships of the Venture to sell the Albuquerque System. During
the years that the Venture has owned and operated the Albuquerque System,
senior management of the General Partner, including Glenn R. Jones, the
General Partner's Chief Executive Officer, James B. O'Brien, the General
Partner's President and Chief Operating Officer, and Kevin P. Coyle, the
General Partner's Vice President/Finance and Chief Financial Officer, has
monitored the performance of the Albuquerque System. The General Partner has
overseen the Albuquerque System's growth in the number of homes passed, the
miles of

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<PAGE>

cable plant and the number of basic and premium subscribers. The General
Partner's management has regularly reviewed the Albuquerque System's budgets,
it has examined the Albuquerque System's liquidity and capital needs and it
has carefully monitored the Albuquerque System's revenue and cash flow growth
to confirm that the Partnership's primary investment objective, i.e., capital
appreciation in the Albuquerque System, was being achieved. In early 1997, the
General Partner's management determined that the Albuquerque System would need
to be rebuilt and upgraded in connection with the system's franchise renewal
negotiations with the City of Albuquerque and to keep the system competitive
with DBS services and other entertainment video providers in the Albuquerque
area. The General Partner determined that the Venture could not and should not
bear the approximately $30,000,000 of rebuild and upgrade costs and that the
Venture should sell the system before the rebuild began. Further, the General
Partner concluded that, because the Albuquerque System met the General
Partner's objective of acquiring cable systems with operating characteristics
like those of the Albuquerque System, the General Partner would exercise its
right under Section 2.3(b)(iv)(b) of the Partnership Agreement to acquire the
Albuquerque System. The General Partner accordingly did not market the system
for sale and did not solicit third party buyers for the Albuquerque System but
instead contracted with independent appraisal firms to prepare appraisals of
the fair market value of the Albuquerque System so that the General Partner
could determine the price it would offer to pay for the Albuquerque System.
The first three appraisals obtained by the General Partner valued the
Albuquerque System at $233,440,000, $221,349,800 and $206,600,000,
respectively. Because the appraisal that valued the Albuquerque System at only
$206,600,000 was so much lower than the other two appraisals, the General
Partner's senior management rejected it. The General Partner then engaged a
fourth appraisal firm that valued the Albuquerque System at $214,100,000,
which management found acceptable. The General Partner's Chief Financial
Officer then took the three appraised values and averaged them pursuant to the
requirements of Section 2.3(b)(iv)(b) of the Partnership Agreement, and
thereby determined that the price the General Partner would offer for the
Albuquerque System would be $222,963,267. The General Partner's senior
management also agreed that this was a fair price and accepted it on behalf of
the Venture. See "Special Factors, The Appraisals." No arm's-length
negotiations of the terms of the purchase and sale agreement were conducted
because neither the Partnership nor the Venture have any employees or
management other than the employees and management of the General Partner.
When the appraisal process was completed in July 1997, the General Partner
prepared the standard purchase and sale agreement that it uses for the
acquisition of cable television systems from its managed partnerships. This
agreement was executed by officers of the General Partner both on behalf of
the General Partner as buyer and on behalf of the Venture as seller. A written
memorandum dated July 23, 1997 to the General Partner's Board of Directors
from the General Partner's Chief Financial Officer outlining the terms of the
transaction, including the means by which management had determined the sales
price for the Albuquerque System, the results of the four appraisals and
management's rejection of the $206,600,000 appraisal, the operating and
financial statistics of the Albuquerque System and the reasons why the General
Partner should purchase the Albuquerque System, was submitted to the Board of
Directors with a recommendation from management that the Board of Directors
approve the transaction, which the Board of Directors did on August 5, 1997.
The directors also were provided with copies of the three appraisal reports
that management had used in determining the sales price and a copy of the
executed purchase and sale agreement. As discussed below, the Board of
Directors concluded, by majority vote, that the transaction was fair to the
unaffiliated limited partners of the Partnership. See "Special Factors,
Recommendation of the General Partner and Fairness of the Proposed Sale of
Assets."

When investing in the Partnership, by virtue of the provisions of Section
2.2(k) of the Partnership Agreement, the limited partners vested in the
General Partner the right and responsibility to determine when the
Partnership's investment objectives had been substantially achieved. The
Albuquerque System was acquired by the Venture because, in the opinion of the
General Partner at the time of the Albuquerque System's acquisition, it had
the potential for capital appreciation within a reasonable period of time. It
is the General Partner's opinion that during the more than 11 years that the
Albuquerque System has been held by the Venture, the Partnership's investment
objectives with respect to the Albuquerque System have been achieved. The
General Partner used no specific benchmarks or measurement tools in
determining that the Partnership's investment objectives have been achieved.
The General Partner conducted a subjective evaluation of a variety of factors
including the length of the holding period, the prospect for future growth as
compared to the potential risks, the cash on cash return to

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<PAGE>

investors, the after-tax internal rate of return to limited partners and the
amount of gain to be recognized on the sale of assets.

The Albuquerque System was acquired by the Venture in August 1986 for an
aggregate purchase price of approximately $84,625,700. In addition, an
affiliate of the General Partner received a brokerage fee of approximately
$3,217,200 from the Venture in connection with the Albuquerque System's
acquisition. At acquisition, the Albuquerque System consisted of approximately
1,770 miles of cable plant passing approximately 160,000 homes and serving
approximately 57,500 basic subscribers. As of April 30, 1997, the date of the
three appraisals of the Albuquerque System's fair market value discussed
below, the Albuquerque System consisted of approximately 2,640 miles of cable
plant passing approximately 232,200 homes and serving approximately 112,440
basic subscribers. During the holding period, the Venture used approximately
$86,428,400 in capital expenditures to expand the cable plant of the
Albuquerque System. The increase in the value of the Albuquerque System during
the holding period is demonstrated by the fact that the Albuquerque System was
purchased for $84,625,700 and is proposed to be sold for $222,963,267, a
difference of $138,337,567.

In evaluating whether now was the time for the Venture to sell the
Albuquerque System, the General Partner generally considered the benefits to
the limited partners that might be derived by the Venture's holding the
Albuquerque System for an additional period of time. The General Partner
assumed that the Albuquerque System might continue to appreciate in value and,
if so, the Albuquerque System would be able to be sold for a greater sales
price in the future. The General Partner weighed these assumptions about the
Albuquerque System's continuing growth against the risks to investors from a
longer holding period, i.e., the risks that regulatory, technology and/or
competitive developments could cause the Albuquerque System to decline in
value, which would result in a lesser sales price in the future. A longer
holding period would expose investors to the risk that competition from direct
broadcast satellite companies, telephone companies and/or neighboring cable
companies could diminish the number of subscribers to the Albuquerque System's
basic and premium services, thereby decreasing the value of the Albuquerque
System. A longer holding period also would expose investors to the risk that
changes in the regulations promulgated by the governmental agencies that
oversee cable operations could make cable systems a less desirable investment,
thereby decreasing the value of the Albuquerque System. The General Partner's
decision to sell the Albuquerque System was greatly influenced by the fact
that the originally contemplated holding period had been exceeded.

The General Partner is in a better position than the Partnership to bear the
risks of investment in the Albuquerque System. The Partnership is limited in
its ability to obtain additional equity financing, in part because the limited
partnership interests are non-assessable. The Partnership Agreement also
contains limits on the amounts that the Partnership can borrow. And the
Partnership has only one asset, its interest in the Venture, and the Venture's
only assets are the Albuquerque System and the Palmdale System, all of which
gives the Partnership limited collateral for borrowings. The General Partner,
on the other hand, is one of the nation's largest cable television companies
with longer term investment objectives. For example, if significant
competition to the Albuquerque System were to develop, the General Partner
would be in a better position than the Partnership and the Venture to finance
the marketing campaigns or technological improvements necessary to meet such
competition.

Therefore, in light of all of the above factors, the General Partner has
determined that now is the appropriate time for the Partnership to convert its
capital appreciation in the Albuquerque System to cash through the sale of the
Venture's Albuquerque System.

CERTAIN EFFECTS OF THE SALE

Upon consummation of the sale of the Albuquerque System, the proceeds of the
sale will be used to repay a substantial portion of the Venture's debts and
then the Venture will distribute the remaining sale proceeds to the three
constituent partnerships of the Venture in proportion to their ownership
interests in the Venture, and then

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<PAGE>

the Partnership will distribute its portion of the net sale proceeds to its
partners of record as of the closing date pursuant to the terms of the
Partnership Agreement. Based upon the Venture's 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
$90,101,856 and the General Partner will receive approximately $4,326,452.
Limited partners will receive $380 for each $500 limited partnership interest,
or $759 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
distributions of the net proceeds from the sale of the Albuquerque System have
been made, limited partners 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. Both the
limited partners and the General Partner will be subject to federal income tax
on the income resulting from the sale of the Albuquerque System. See the
detailed information below under the caption "Federal Income Tax Consequences.

In determining what portion of the sale proceeds to use to repay the
Venture's debts and what portion of the sale proceeds to use to make
distributions to the three constituent partnerships of the Venture, the
General Partner considered that the terms of both the Venture's Senior Notes
and the Venture's credit facility required that all sale proceeds be used to
extinguish these debts. The General Partner determined, however, that it would
be in the best interests of the limited partners of the three constituent
partnerships of the Venture to receive a portion of the sale proceeds in the
form of distributions. In pursuit of this end, the General Partner contacted
the commercial banks that are lenders under the Venture's credit facility and
reached agreement with them in principle to amend the Venture's credit
facility to allow for a distribution of $125,000,000 of the sale proceeds to
the Venture's three constituent partnerships in return for the Venture's
commitment to use the remaining sale proceeds to repay an estimated
$57,000,000 outstanding under the credit facility, including accrued interest,
leaving approximately $45,000,000 of debt outstanding under the amended credit
facility secured by the Venture's remaining Palmdale System. The distribution
and repayment amounts were arrived at in arm's-length negotiations between the
General Partner, acting on the Venture's behalf, and the lenders and were
based primarily upon the parties' determinations as to what level of debt was
appropriate and necessary for the Venture's continued ownership and operation
of the Palmdale System.

Another effect of the sale is that it will result in an indirect wholly
owned subsidiary of the General Partner acquiring the Albuquerque System.
Thus, as a result of this transaction, the General Partner will make a
substantial equity investment in the Albuquerque System and it will have a
greater equity ownership interest in the Albuquerque System than it does now
as the general partner of the three partnerships that comprise the Venture.
Instead of the residual 25 percent interest in the net proceeds from the sale
of the Albuquerque System that the General Partner will receive as the general
partner of the three partnerships that comprise the Venture, the General
Partner will have a 100 percent interest in any future capital appreciation of
the Albuquerque System. The General Partner's acquisition of the Albuquerque
System will advance its goal of increasing the number of owned subscribers in
attractive demographic areas and may allow the General Partner to obtain
economies of scale and operating efficiencies by adding the Albuquerque System
to its suburban cluster of systems with similar market and operating
characteristics. The General Partner also will bear 100 percent of the risk of
system losses and any diminution in system value. As the general partner of
the three partnerships that comprise the Venture, the General Partner earns
management fees and receives reimbursement of its direct and indirect expenses
allocable to the operation of the Albuquerque System. The General Partner's
right to receive such fees and reimbursements related to the Albuquerque
System will terminate on the Venture's sale of the Albuquerque System.

Neither Colorado law nor the Partnership Agreement afford dissenters' or
appraisal rights to limited partners in connection with the proposed sale of
the Albuquerque System. If the proposed transaction is approved by the holders
of a majority of limited partnership interests, all limited partners will
receive a distribution in accordance with the procedures prescribed by the
Partnership Agreement regardless of how or whether they vote on the proposal.

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<PAGE>

RECOMMENDATION OF THE GENERAL PARTNER AND FAIRNESS OF THE PROPOSED SALE OF
ASSETS

The General Partner believes that the proposed sale of the Albuquerque
System and the distribution of the net proceeds therefrom are both
procedurally and substantively fair to all unaffiliated limited partners of
the Partnership, and it recommends that the limited partners approve the
transaction. The General Partner's recommendation that the limited partners
approve the sale of the Albuquerque System and its fairness determination
should not be deemed to be free from potential conflicts of interest, however,
in light of the fact that one of its subsidiaries is the proposed purchaser of
the Albuquerque System. Because the purchaser of the Albuquerque System would
benefit from a lower sales price, the General Partner has an economic interest
in conflict with the economic interest of the limited partners.

In determining the substantive and procedural fairness of the proposed
transaction, the General Partner's Board of Directors on August 5, 1997
considered each of the following factors, all of which had a positive effect
on its fairness determination. The factors are listed in descending order of
importance, i.e., the first factor listed was given the most weight in the
determination that the proposed transaction is fair, although, as a practical
matter, this is an approximation of the weight given to each factor because
each factor is relevant and the General Partner's Board of Directors was not
able to weigh the relative importance of each factor precisely:

(i) The limited partnership interests are at present illiquid and the
cash to be distributed to limited partners as a result of the proposed sale
of the Albuquerque System will provide limited partners with liquidity and
with the means to realize the appreciation in the value of the Albuquerque
System;

(ii) The purchase price represents a fair market valuation of the
Albuquerque System as determined by the average of three separate,
independent appraisals of the Albuquerque System by qualified independent
appraisers;

(iii) The Venture has held the Albuquerque System for over 11 years, a
holding period beyond that originally anticipated;

(iv) The conditions and prospects of the cable television industry in
which the Venture is engaged, including the developing threat of
competition from DBS services and telephone companies, and the working
capital and other financial needs of the Venture if it were to continue to
own the Albuquerque System, which is scheduled for a $30,000,000 rebuild in
the near future to remain competitive;

(v) The terms and conditions of the purchase and sale agreement,
including the fact that the purchase price will be paid in cash, the fact
that the Venture was not required to make many of the representations and
warranties about the Albuquerque System or give indemnities that are
customarily given in transactions of this nature, the fact that the
purchaser's obligation to close is not contingent upon its ability to
obtain financing, and the fact that the Venture will pay no brokerage fees
upon the sale of the Albuquerque System, which it likely would have paid if
the Albuquerque System were being sold to an unaffiliated party; and

(vi) The sale is being conducted in accordance with the terms of the
Partnership Agreement, including the fact that the proposed transaction
will not occur unless it is approved by the holders of at least a majority
of the limited partnership interests.

An officer of The Jones Group, Ltd., the cable brokerage subsidiary of the
General Partner worked with each of the independent appraisers hired to
prepare fair market value appraisals of the Albuquerque System, providing them
with current and historical profit and loss statements for the Albuquerque
System and with current subscriber reports. Certain officers and all of the
directors of the General Partner received the final appraisal reports. The
members of the Board of Directors of the General Partner adopted the analyses
and conclusions of Bond & Pecaro, Inc., which valued the Albuquerque System at
$221,349,800, because such firm's valuation procedures, assumptions and
methodologies most closely approximate the valuation procedures, assumptions
and methodologies used by the General Partner's management in evaluating cable
television systems. The General Partner's Board of Directors did not
specifically adopt the $221,349,800 value placed on the Albuquerque System by
Bond & Pecaro, Inc., but the Board did consider the fact that the value
determined by this appraisal firm was close to the average of the three
appraisals and concluded that this fact supported its fairness determination.

12
<PAGE>

In making its fairness determination, the General Partner's Board of
Directors did not consider that Strategis' overall fair market value of the
Albuquerque System exceeds the sales price by approximately $8,440,000 or that
Strategis' "high" market value estimate exceeds the sales price by
approximately $18,870,000. Because it was the methodology for determining the
sales price mandated by the partnership agreements, the General Partner's
Board of Directors considered the fact that the sales price to be paid to the
Venture for the Albuquerque System was determined by averaging three
independent appraisals of the fair market value of the Albuquerque System to
be very persuasive evidence of the fairness of the proposed transaction. As
provided in Section 2.3(b)(iv)(b) of the Partnerships' three partnership
agreements, the General Partner may purchase a cable television system from
the Partnerships if the price paid to the Partnerships by the General Partner
is determined by the average of three separate, independent appraisals of the
cable television system to be sold. It does not provide that the purchase
price shall be determined by the highest of the three appraisals. In light of
this governing partnership agreement provision, the General Partner's Board of
Directors did not consider offering the Venture a sales price equal to
Strategis' appraisal values. Whenever a sum is to be determined by the average
of three values, there will be, by definition, values that are higher than and
values that are lower than the average. This implies to the General Partner
that such a process, agreed by all parties, is fair.

The General Partner considered the fact that the $222,963,267 purchase price
to be paid to the Venture for the Albuquerque System was determined by the
average of three independent appraisals of the fair market value of the
Albuquerque System to be very persuasive evidence of the fairness of the
proposed transaction. The General Partner reviewed and considered the three
appraisals but it did not consider specific comparable transactions in
reaching its conclusions that the values for the Albuquerque System determined
by the three appraisals are within the range of values seen in the marketplace
for comparable cable television systems in similar condition. The General
Partner is regularly engaged in the sale and/or purchase of cable television
systems in the marketplace both for its own account and for the account of its
various managed partnerships. It is the cumulative experience of the General
Partner's management and Board of Directors in such transactions on which the
fairness conclusions were based. The General Partner considered that the fair
market valuations of the Albuquerque System were done by respected industry
appraisers using customary measures of value. Based upon the General Partner's
knowledge of and experience in the cable television industry, and its review
and consideration of the appraisals, it has concluded that the values for the
Albuquerque System determined by the three appraisals are fair and within the
range of values seen in the marketplace for comparable cable television
systems in similar condition.

The $222,963,267 purchase price represents the current fair market value of
the Albuquerque System on a going concern basis. The $222,963,267 purchase
price for the Albuquerque System also compares favorably to the $74,371,396
net book value of the Albuquerque System at December 31, 1997. The liquidation
value of a cable television system, i.e., the sale of the system on other than
a going concern basis, is not usually considered to be an accurate indicator
of the value of a cable television system, primarily because the assets of a
cable television system typically are worth less when considered separately
than when considered as a going concern. The assets of a cable television
system consequently are not normally sold or purchased separately. A fair
market valuation of a system should, in the General Partner's view, be a
valuation of the system as a going concern. The liquidation value of the
Albuquerque System therefore was not considered by the General Partner in
reaching its determination of fairness.

Because there has never been an established trading market for the
Partnership's limited partnership interests, the General Partner does not have
access to any reliable, official information about the historical or current
market prices for the Partnership's limited partnership interests in the very
limited secondary market where such interests from time to time have been
sold. The General Partner believes that such secondary market deeply discounts
the underlying value of the limited partnership interests due to their highly
illiquid nature. Therefore, even if trading information were available, the
historical or current market prices for the Partnership's limited partnership
interests would not necessarily be indicative of the value of the
Partnership's 9 percent ownership of the Venture's cable television system
assets. For these reasons, the General Partner did not consider the historical
or current market prices for the limited partnership interests when reaching
its fairness determination.

13
<PAGE>

During the past several years, however, several limited partners of the
Partnership who are not in any way affiliated with the Partnership or with the
General Partner conducted tender offers for interests in the Partnership at
prices ranging from $316 to $335 per $500 limited partnership interest. The
$380 per $500 limited partnership interest to be distributed to limited
partners from the Partnership's portion of the net proceeds of the Albuquerque
System's sale compares favorably to these tender offer prices, especially in
light of the fact that the tender offer prices theoretically reflect the
distributions to be made to limited partners from the Partnership's portion of
the net proceeds from both the Albuquerque System sale and the sale of the
Palmdale System.

The fact that the Venture has held the Albuquerque System for a period
beyond that originally anticipated was another important factor in the General
Partner's fairness determination--the General Partner believes that the
transaction is fair because a sale at this time will convert an illiquid
investment into a liquid one for all partners. And the current state of the
cable television industry also was considered by the General Partner in making
its fairness determination because the General Partner believes that it is
fair to investors that someone other than the Partnership and the Venture take
on the uncertainties and risks involved in continuing to own and operate the
Albuquerque System.

The fairness of the transaction is also demonstrated in an analysis of
certain of the terms and conditions of the purchase and sale agreement, which
generally are more favorable to the Venture than reasonably could be expected
if the purchaser were not an affiliated company. There is no financing
contingency to closing. Because of the General Partner's existing extensive
knowledge about the Albuquerque System, the Venture has not been required to
make many of the representations and warranties about the quality of the
Albuquerque System's tangible assets, the quantity of the Albuquerque System's
subscribers or the validity of the Albuquerque System's intangible assets
customarily found in cable television system transactions. The Venture likely
would have been required to give such representations and warranties to an
unaffiliated party if the Albuquerque System were being sold to an
unaffiliated party. In addition, the Venture is not required to indemnify the
purchaser for defects discovered by the purchaser after the closing. This
frees the Venture from having to reserve a portion of the sale proceeds to
cover typical indemnification obligations. The Venture also will pay no
brokerage fee in connection with the sale of the Albuquerque System, which it
likely would have paid if the Albuquerque System were being sold to an
unaffiliated party. This will result in more funds from the sale being
available for distribution to the Venture's three constituent partnerships and
thus to their partners.

The General Partner is aware and considered that although consummation of
this transaction will result in a distribution to the Partnership's limited
partners of approximately $759 per $1,000 of limited partnership capital
invested in the Partnership, there are several potential negative consequences
of the transaction to limited partners. For example, the proposed sale will
require the limited partners to recognize, for federal income tax purposes, a
gain resulting from the sale. And although the three fair market valuations
established by the independent appraisals took into account the present value
of the projected future growth of the Albuquerque System and the sales price
(the average of the three appraisals) thus takes into account the present
value of the projected future growth of the Albuquerque System, the proposed
sale will deprive the limited partners of an opportunity to participate in the
actual future growth of the Albuquerque System, if any. The General Partner
nevertheless concluded that the cash distributions to the limited partners of
the Partnership from the sale of the Albuquerque System outweighed these
consequences.

As disclosed above, the proposed transaction is subject to various potential
conflicts of interest arising out of the Partnership's relationships with the
General Partner. Because the General Partner and its affiliates are engaged in
the ownership and operation of cable television systems, they are generally in
the market to purchase cable television systems for their own account. A
potential conflict thus arises from the General Partner's fiduciary duty as
general partner of the Partnership and its management's fiduciary duty to the
General Partner's shareholders when it determines that Partnership cable
television systems will be sold to the General Partner or one of its
affiliates and not to an unaffiliated third party. This potential conflict of
interest was disclosed to limited partners in the prospectus delivered to
investors at the time of the public offering of interests in the Partnership.
Prior to the Partnership's public offering, the General Partner entered into
negotiations with certain state

14
<PAGE>

securities administrators as part of the process of clearing the offering in
the "merit" states, i.e., those states that permit the sale of securities only
if the state securities administrator deems the offering as a whole to be
fair, just and equitable. Several of the merit state securities administrators
focused on the potential conflicts of interest in the event that the
Partnership were to sell one or more of its cable television systems to the
General Partner or one of its affiliates. The General Partner agreed to
include the provision in the Partnership Agreement that permits the
Partnership to sell its cable television systems directly to the General
Partner or one of its affiliates only after a three-year holding period and
only if the General Partner or such affiliate pays a purchase price that is
not less than the average of three separate independent appraisals of the
particular cable television system being sold. The General Partner has
concluded that the mechanisms for determining the purchase price to be paid to
the Partnership provide sufficient procedural safeguards to minimize the
effects of the potential conflicts of interest inherent in any such
transaction. The fact that these procedures have been carried out in
connection with the Venture's proposed sale of the Albuquerque System,
together with the fact that the transaction also is conditioned upon receipt
of the approval of the holders of a majority of the limited partnership
interests in the three partnerships that comprise the Venture, enable the
General Partner to conclude that the proposed transaction is both procedurally
and financially fair to all partners.

The directors of the General Partner who are not employees of the General
Partner did not vote separately to approve the transaction, nor did the
outside directors retain an unaffiliated representative to act solely on
behalf of the limited partners for the purposes of negotiating the terms of
the proposed sale of the Albuquerque System and/or preparing a report
concerning the fairness of the proposed sale. While the directors of the
General Partner who approved the sale recognized that the interests of the
General Partner and the limited partners may not in all respects necessarily
be the same, they recognized also that the purchase price was determined in
accordance with the terms of the Partnership Agreement, that is, by averaging
three separate independent appraisals of the Albuquerque System's fair market
value. The members of the Board of Directors who approved the sale relied on
the specific right of the General Partner under Section 2.3(b)(iv)(b) of the
Partnership Agreement to purchase the Albuquerque System. The members of the
Board of Directors who approved the sale reviewed and considered the
appraisals and, based upon their general knowledge of cable television system
transactions undertaken by the General Partner and its affiliates and by
unaffiliated cable television companies, concluded that the values for the
Albuquerque System determined by the appraisers were fair and were within the
industry norms for comparable transactions. All 13 directors of the General
Partner at the time participated in the August 5, 1997 meeting to discuss and
vote on the Partnership's sale of the Albuquerque System to the General
Partner. Each of Messrs. Glenn R. Jones, James B. O'Brien, James J. Krejci,
William E. Frenzel, Donald L. Jacobs, Howard O. Thrall, Robert E. Cole,
Raphael M. Solot, Sanford Zisman and Robert B. Zoellick voted to approve the
transaction. Messrs. Derek H. Burney and Siim A. Vanaselja abstained on the
vote and Mr. Robert Kearney voted against the transaction. To the best of the
General Partner's knowledge and belief, the abstentions and negative vote were
based on the fact that these three directors wanted more time to analyze the
General Partner's acquisition of the Albuquerque System as it pertained to the
General Partner's overall acquisition strategy in light of the General
Partner's finite capital resources for acquisitions of cable systems. No
director of the General Partner raised any questions or expressed any
reservations about the fairness of the transaction to the Venture, to its
three constituent partnerships or to the limited partners of the Partnership.

It is anticipated that if the proposed transaction is not consummated, the
General Partner's current management team will continue to manage the
Albuquerque System on behalf of the Venture until such time as the Albuquerque
System could be sold. No other alternatives have been or are being considered.

THE APPRAISALS

At regular intervals during the holding period, the General Partner obtained
appraisals of all of the Venture's cable television systems so that the
General Partner could fulfill its obligation of reporting the Partnership's
asset values to trustees and custodians of qualified plans that own limited
partner interests in the Partnership. These appraised values also have been
reported to all investors in the quarterly and annual reports mailed to
limited partners with copies of the Partnership's periodic reports on Forms
10-Q and 10-K. The most recent appraisal of

15
<PAGE>

the Albuquerque System done prior to the General Partner's decision to buy the
system from the Venture was done as of July 31, 1996 by The Strategis Group,
Inc., which valued the Albuquerque System as of such date at $232, 071,000.
This old appraisal was not used by the General Partner's management in
determining the sales price that the General Partner would offer for the
Albuquerque System and it was not considered by the General Partner's Board of
Directors in making its fairness determinations.

In determining the price that the General Partner would offer for the
Albuquerque System, in the spring of 1997 the General Partner retained The
Strategis Group, Inc., Kagan Media Appraisals Inc. and Bond & Pecaro, Inc. to
prepare separate appraisals of the fair market value of the Albuquerque System
as of April 30, 1997. Each of the appraisers were asked to determine the cash
price a willing buyer would give a willing seller, neither being under any
compulsion to buy or sell and both having reasonable knowledge of relevant
facts, in an arm's-length transaction to acquire the Albuquerque System. Upon
receipt of the appraisal prepared by Kagan Media Appraisals, Inc., which
appraised the Albuquerque System at only $206,600,000, management of the
General Partner reviewed it and, based upon management's experience in and
knowledge of the cable television industry and its conclusions as compared to
the other two appraisals, management deemed this appraisal to be too low and
rejected it. The General Partner then retained a fourth appraisal firm,
Western Cablesystems, Inc., to prepare an appraisal of the fair market value
of the Albuquerque System as of April 30, 1997. Upon receipt of the appraisals
prepared by The Strategis Group, Inc., Bond & Pecaro, Inc. and Western
Cablesystems, Inc., management of the General Partner examined each of them
and discussed among themselves the merits of the appraisals' assumptions,
methodologies and conclusions, and, based on their experience in and knowledge
of the cable television industry, they found each of them to be fair and
reasonable. The appraisal reports prepared by The Strategis Group, Inc., Bond
& Pecaro, Inc. and Western Cablesystems, Inc. were then submitted to the Board
of Directors of the General Partner for review. As disclosed above, a majority
of the Board of Directors of the General Partner approved the transaction
based upon a price determined by averaging these three appraisals.

The written appraisal reports of The Strategis Group, Inc., Bond & Pecaro,
Inc. and Western Cablesystems, Inc. are available for inspection and copying
at the offices of the General Partner during regular business hours by any
interested limited partner of the Partnership or by his or her authorized
representative. Copies of such appraisals will be mailed by the General
Partner to any interested limited partner or to his or her authorized
representative upon written request to the General Partner at the expense of
the requesting limited partner. Copies of these three appraisals also have
been publicly filed with the Securities and Exchange Commission and may be
inspected at the Commission's public reference facilities and at its World
Wide Web site.

The General Partner provided each of the appraisers with the same current
and historical profit and loss statements for the Albuquerque System and with
the same current subscriber reports. The appraisers also gathered information
about the Albuquerque System's subscribers, channel line-up, technology, cable
plant, penetration rates and the local economy from questionnaires that each
individual appraisal firm prepared and provided to the general manager of the
Albuquerque System and from conversations with the Albuquerque System's
management team. From this information, the appraisers used their independent
analyses to project cash flow, determine growth of homes passed, the
Albuquerque System's future penetration and possible rate adjustments. The
appraisals thus reflect the application of the appraisers' expertise to the
data about the Albuquerque System supplied by the General Partner.

The General Partner's $222,963,267 offer for the Albuquerque System was
based on the three separate, independent appraisals of the Albuquerque System
prepared by The Strategis Group, Inc., Bond & Pecaro, Inc. and Western
Cablesystems, Inc. as of April 30, 1997. The Strategis Group, Inc. concluded
that the Albuquerque System's overall fair market value as of April 30, 1997
was $233,440,000. Bond & Pecaro, Inc. concluded that the Albuquerque System's
overall fair market value as of April 30, 1997 was $221,349,800. Western
Cablesystems, Inc. concluded that the Albuquerque System's overall fair market
value as of April 30, 1997 was $214,100,000.

In the General Partner's view, the assumptions regarding system operations
and the cable television system marketplace underlying the three appraisals
have generally remained unchanged since the date of the appraisals.

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<PAGE>

The Strategis Appraisal

The Strategis Group, Inc. ("Strategis") has served the communications
industry for nearly 30 years. Its team of financial, engineering and
managerial professionals devotes a substantial portion of its time to the
appraisal of cable television systems, cellular telephone systems, paging
systems, mobile radio and broadcast stations. Strategis was selected by the
General Partner to render an opinion as to the fair market value of the
Albuquerque System in light of such overall qualifications. No limitations
were imposed with respect to the appraisal to be rendered by Strategis. The
firm was selected by the General Partner to prepare an independent appraisal
of the Albuquerque System because of the General Partner's familiarity with
the firm and its good reputation in the cable television industry. Strategis
has prepared independent appraisals of other cable television systems owned
and/or managed by the General Partner. The principals of Strategis are not
affiliated in any way with the General Partner.

Strategis used five generally accepted cable television valuation methods
using the income approach to valuation in establishing the range of fair
market values of the Albuquerque System as a going concern. The first method
used a multiple of the past year's operating income derived from comparable
asset values of privately held and publicly traded cable companies. The second
method used a lower multiple of the Albuquerque System's annualized current
month's operating income. The third method applied a slightly lower multiple
of next year's projected operating income. The fourth method was a discounted
net cash flow analysis in which a purchase price (estimated fair market value)
was calculated to achieve a target after-tax return on equity, given
particular operating and financing assumptions unique to the Albuquerque
System's assets. The fifth method was a discounted cash flow analysis that
measured the net present value of the pre-tax operating cash flows (less
capital expenditures, plus the residual value of the Albuquerque System) that
represent the return on total investment. For each valuation method, Strategis
established a "high" and a "low" estimated fair market value.

The first valuation method used a multiple of the past year's operating
income of the Albuquerque System derived from comparable asset values of
certain cable companies. The cable companies used to generate baseline values
for this methodology included Adelphia Communications, Cablevision Systems,
Century Communications, Comcast, Cox Communications, EW Scripps, International
Cabletel, Knight-Ridder, Media General, TCA Cable TV, Telecommunications,
Inc., Time Warner, United Holdings, US West, Washington Post and the General
Partner. Strategis determined, based upon its expertise and knowledge of the
cable television industry, a "low" multiple of 10.5 and a "high" multiple of
11.5, concluding that a system comparable to the Albuquerque System would be
unlikely to sell for less than 10.5 times its past year's operating income and
would be unlikely to sell for more than 11.5 times its past year's operating
income. These operating income multiples were determined based upon several
factors. First, the "pre-determined target returns on equity" developed in
connection with the fourth valuation method discussed below were examined for
the implied capitalization rate. The capitalization rate is the inverse of the
valuation multiple. The basic equation supporting a valuation multiple is a
fraction, with one being the numerator and the rate of return minus the growth
rate being the denominator. For the rates of return, Strategis refers to the
"predetermined (pre-tax) target returns on equity" calculated as follows:

12%/(l-.34) = 18.2%

14%/(l-.34) = 21.2%

For the rate of growth estimate, Strategis examined projected growth in the
Albuquerque System's operating income in the latter years of the projection
term. During the last two years, the average growth rate in operating cash
flow is approximately 9 percent on Strategis' model. The inverse of the
capitalization rate implies multiples of:

1
------------
(18.2%-9.0%)=10.9 high

1
------------
(21.2%-9.0%) =8.2 low

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<PAGE>

These calculated multiples were then adjusted by Strategis based on its
experience in the cable television industry. According to Strategis, in its
judgment, with a small adjustment the implied high multiple is reasonable for
a mature cable system such as the Albuquerque System. Strategis stated,
however, that the implied low multiple, if applied to operating cash flow,
would not provide an adequate estimate of value for a mature cable system such
as the Albuquerque System. The multiples ultimately used by Strategis in its
first valuation method, 10.5 and 11.5, as adjusted from the capitalization
rate approach, in Strategis' judgment, appropriately reflect the value of the
Albuquerque System. This method resulted in an estimated fair market value
ranging from a low of $222,661,506 to a high of $243,867,363 for the
Albuquerque System.

The second valuation method used a lower multiple of the Albuquerque
System's annualized current month's operating income. Strategis determined,
again based on its expertise and knowledge of the cable television industry, a
"low" multiple of 10 and a "high" multiple of 11, concluding that a system
comparable to the Albuquerque System would be unlikely to sell for less than
10 times the dollar amount of its annualized current month's operating income
and would be unlikely to sell for more than 11 times the dollar amount of its
annualized current month's operating income. These multiples are slightly
lower than those used in the previous methodology because of the increased
risk and time factors involved in using current as compared to historical
information. This method resulted in an estimated fair market value ranging
from a low of $226,577,517 to a high of $249,235,269 for the Albuquerque
System.

The third valuation method applied a slightly lower multiple of next year's
operating income of the Albuquerque System. For this valuation, Strategis
first estimated, through its own analyses of current financial and operating
data provided by the General Partner, next year's operating income for the
Albuquerque System. The projection of next year's operating income for this
third valuation method is the sum derived by subtracting projected operating
expenses from projected revenues of the Albuquerque System to be generated
during the first twelve months following the valuation date. Strategis
projected growth in residential service revenue based on previously
established or reasonably foreseeable patterns of growth in: the marketplace
and plant facilities (homes passed); the subscriber base; the amount of
programming to sold to subscribers and the rates charged for programming,
associated equipment rentals and service installations. Strategis projected
revenue for commercial accounts to increase at a steady but lower rate than
residential revenue, while advertising revenue was projected based on
Strategis' estimates of the long term potential growth for local advertising
in the Albuquerque market. Operating expenses were projected by Strategis
based on the Albuquerque System's actual historical expenses and Strategis'
familiarity with cable system operating expenses typical for a system of the
Albuquerque System's size. Line item expenses within the technical-operations,
general and administrative, sales and marketing, and programming departments
were examined and projected based on their relationship to the number of
subscribers or plant miles, whichever was appropriate, and included a general
inflation component. Based on its expertise and knowledge of the cable
television industry, set a "low" multiple of 9.5 and a "high" multiple of 10.5
concluding that a system comparable to the Albuquerque System would be
unlikely to sell for less than 9.5 times the system's projected operating
income for the following year and would be unlikely to sell for more than 10.5
times the system's projected operating income for the following year. These
multiples are slightly lower than those used in the previous methodologies
because of the increased risk and time factors involved in using projected as
compared to historical and current information. This method resulted in an
estimated fair market value ranging from a low of $229,407,846 to a high of
$253,556,040 for the Albuquerque System.

The fourth valuation method was a discounted net cash flow analysis in which
a purchase price (estimated fair market value) was calculated to achieve a
target after-tax return on equity given particular operating and financing
assumptions specific to the Albuquerque System. This method involved the use
of projected operations for the Albuquerque System and a pre-determined target
return on equity for a hypothetical buyer. Strategis used the Capital Asset
Pricing Model ("CAPM") as a guide in developing discount rates used in the
discounted cash flow model for the fourth valuation method. The CAPM was
developed to estimate the rate of return on equity that would be required by
investors to take on the risk of a given investment. Strategis used the CAPM
in conjunction with observations of actual market transactions and its
judgment. The following illustrates use of the CAPM and the support it
provided for the "pre-determined target return on equity" used to value the
Albuquerque System.

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<PAGE>

To estimate a "pre-determined target return on equity" for the CAPM,
Strategis examined movements in stock prices over 1995 and 1996 of the same
cable television multiple system operators that it examined in determining the
multiples for the first valuation method discussed above. The movements in
individual stock prices were compared to movements in the stock market as a
whole, as indicated by the price of the Standard & Poor's 500 stock index. The
extent to which movements in a particular stock are related to movements in
the market overall is reflected in the stock's "beta." Strategis calculated
individual betas for the above-referenced cable television multiple system
operators. Average and median betas for the entire group were then multiplied
by the "equity risk premium," which measures the additional return to equity
investors over and above the return to holders of non-equity investments. The
risk-free rate of investment is then added to determine the required equity
return of the investment. The equation is as follows:

Beta* (Equity Risk Premium) + Risk-Free Rate = Required Return on Equity

In doing this analysis, Strategis found that the average beta for the group
of companies it examined was 1.16 and that the median beta for this same group
of companies was 1.56. It determined that the equity risk premium was 10
percent based upon average annual premiums over 1987 to 1996 as calculated in
Ibbotson Associate's Stocks, Bonds, Bills and Inflation (SBBI) Yearbook 1997.
Strategis also found that the risk-free rate was 6.6 percent which was the
yield on intermediate term government bonds as of April 1997. This statistic
was derived from the SBBI Yearbook 1998. The calculations are as follows:

(1.16 * 10%) + 6.6 % = 18.2 % Required Return on Equity

(1.56* 10%) + 6.6% = 22.2% Required Return on Equity

Strategis then multiplied these rates by 1 minus the tax rate to calculate
the aftertax required return on equity rates as follows:

18.2%* (1-.34) = 12.0%

22.2%* (1-.34) = 14.7%

Based on Strategis' professional judgment, in Strategis' opinion these
calculations provide reasonable support for the use of 12% as the high and 14%
as the low after-tax "pre-determined target returns on equity."

Based on system information made available to Strategis by the General
Partner and on information generally available to Strategis about the cable
television industry, the firm made assumptions and projections of a variety of
factors that will affect future cash flow including housing growth, plant
mileage, growth in the number of subscribers for basic and pay television,
adjustments in subscriber rates, increases in operating expenses and capital
expenditures. Strategis also made specific assumptions concerning the capital
structure that a typical, prudent buyer might experience, as well as the
probable interest rates that would be applicable in connection with any debt
financing that might be incurred. Strategis did a "high" and a "low" analysis.
In its "high" analysis, Strategis projected that the Albuquerque System's
revenues would grow from $55,071,766 in 1998 to $98,776,702 in 2004; that the
Albuquerque System's operating expenses would grow from $30,923,572 in 1998 to
$51,702,980 in 2004; and that net loss would decrease from $(9,639,099) in
1998 to $(553,008) in 2004. In Strategis' "low" analysis, revenues and
operating expenses are projected to increase to the same levels by 2004, but
net loss of $(8,959,488) in 1998 is projected to become net income of $587,701
in 2004. Strategis projected that the Albuquerque System would add
approximately 97 miles of cable plant per year between 1998 and 2004,
resulting in growth of the Albuquerque System's cable plant from 2,639 miles
in 1997 to 3,313 miles in 2004. Strategis projected that the number of homes
passed by the Albuquerque System would grow from 233,798 in 1997 to 273,601 in
2004. Strategis projected that basic subscribers would grow from 112,613 in
1997 to 155,041 in 2004. Strategis projected penetration of the Albuquerque
System increasing from 48.7 percent in 1998 to 56.7 percent in 2004. Strategis
projected that premium television subscriptions would grow from 60,912 in 1997
to 84,636 in 2004. Strategis estimated that the Albuquerque System would take
moderate rate increases between 1998 and 2004, with, for example, a 1 percent
increase in basic rates in 1998, a 5 percent increase in basic rates in 1999
and 3 percent increases in basic rates each year thereafter, and a 2 percent
increase in expanded basic rates in 1998, a 6 percent increase in such rates
in 1999, a 3 percent increase in such rates in 2000, a 10 percent increase in
such rates in 2001, a 9 percent increase in such rates in 2002 and a 3 percent

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<PAGE>

increase in such rates each year thereafter. Strategis estimated that rate
increases for pay television subscriptions would average 1 percent per year.
Strategis estimated that rate increases for pay-per-view showings, converter
rentals and installations would average 3 percent per year. These projections,
if true, would result in an increase in basic rates from $10.03 in 1998 to
$12.16 in 2004, and an increase in the rates for the expanded basic tier from
$15.39 in 1998 to $21.27 in 2004. As explained in the preceding paragraphs,
the "low" value was determined using a 14 percent return on equity and the
"high" value was determined using a 12 percent return on equity. This method
resulted in an estimated fair market value ranging from a low of $220,489,882
to a high of $240,054,504 for the Albuquerque System.

The fifth valuation method was a discounted cash flow analysis that measured
the net present value of the pre-tax operating cash flows (less capital
expenditures, plus the residual value of the Albuquerque System) that
represent the return on the total investment rather than those that could
result from an assumed "purchase" with a pre-determined debt to equity ratio.
The same set of financial projections that the firm prepared and used in the
fourth valuation methodology were used for growth in subscribers, revenues,
operating expenses and capital expenditures. The projected pre-tax operating
cash flows for the Albuquerque System, plus the last-year residual value of
the Albuquerque System less capital expenditures, were discounted to the
present time at an acceptable current cost of money. This method indicated the
present value of the future pre-tax operating cash flows, using an acceptable
discounted factor based on the weighted average cost of money. The "high"
value was determined using a 15.1 percent target return on investment and the
"low" value was determined using a 16.6 percent target return on investment.
This method resulted in an estimated fair market value ranging from a low of
$219,992,327 to a high of $238,088,179 for the Albuquerque System.

Strategis' valuation methodologies resulted in differing values for the
Albuquerque System. The reason for this is grounded in the basic approach that
the firm takes. The five different methods allow five different views of a
system's value. The first method looks at past performance, but allows nothing
for future performance. The second method looks at the system as it is as of
the date of the appraisal. The third method looks at the system's projected
operating income in the first year following the proposed sale. Both
discounted cash flow methods fully consider the future value of the system by
recognizing projected operating income and expenses, including capital
expenditures. Based upon all of the available information about a system being
appraised, the appraiser decides how to weight each of the five methods. The
final estimated fair market value is not a straight average of all of the
methods. Although the weighting is not shown in the appraisal report,
Strategis generally prefers the discounted cash flow methods since they
consider a broader range of factors that represent all sources of value,
present and future. Strategis accordingly generally gives greater
consideration to the discounted cash flow methods in its final judgment
concerning the fair market value of a cable television system. Strategis'
conclusions as to the range of values were based upon information and data
supplied by the General Partner, Strategis' onsite inspection of the
Albuquerque System in April 1997, interviews with the Albuquerque System's
onsite management team and general cable television industry information. The
fair market value appraisal of $233,440,000 reached by Strategis was based on
the various valuations generated by it, and Strategis' general knowledge and
expertise in the cable television industry.

As compensation for rendering an opinion as to the fair market value of the
Albuquerque System, the General Partner paid Strategis a fee of $7,500. Such
fee was not contingent upon the conclusion reached by Strategis in its
opinion. As compensation for rendering opinions as to the fair market value of
other cable television systems owned and/or managed by the General Partner and
its affiliates, and completing the analysis of the allocations of purchase
prices between tangible and intangible assets for various cable television
systems owned and/or managed by the General Partner and its affiliates,
Strategis has received fees and expense reimbursements totaling $241,470
during the two years prior to the date hereof.

The Bond & Pecaro Appraisal

Bond & Pecaro, Inc. ("Bond & Pecaro") is a consulting firm specializing in
valuations, asset appraisals and related financial services for the
communications industry. The firm has appraised assets of more than 1,500
media properties. Bond & Pecaro was selected by the General Partner to render
an opinion as to the fair market value of the Albuquerque System in light of
such overall qualifications. No limitations were imposed with respect

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<PAGE>

to the appraisal to be rendered by Bond & Pecaro. The firm was selected by the
General Partner to prepare an independent appraisal of the Albuquerque System
because of the firm's reputation in the industry. Bond & Pecaro has prepared
independent appraisals of other cable television systems owned and/or managed
by the General Partner. Bond & Pecaro also is serving as the General Partner's
expert witness aiding the General Partner in its defense of the litigation
filed by limited partners of the Partnership challenging the terms of the
Venture's sale of the Tampa System to a subsidiary of the General Partner. See
"Special Factors, Legal Proceedings." The principals of Bond & Pecaro are not
affiliated in any way with the General Partner.

Bond & Pecaro used both the income and the market methodologies to determine
the fair market value of the Albuquerque System as of April 30, 1997. The firm
developed a discounted cash flow analysis to determine the value of the
Albuquerque System based upon its economic potential. The results of this
analysis indicated that the value of the Albuquerque System as of April 30,
1997 was $221,349,800. In order to verify the results of the discounted cash
flow analysis, Bond & Pecaro also utilized a comparable sales approach,
relying upon an analysis of subscriber multiples. The results of this analysis
supported the firm's conclusions about valuation resulting from application of
the income approach.

Bond and Pecaro reported that the initial parameter upon which its
discounted cash flow projection is based is homes passed. Two factors affect
the number of homes passed: new plant construction and household growth. In
preparing its projection, Bond & Pecaro assumed that the number of households
in the Albuquerque System's franchise area will increase at a rate equivalent
to the average growth projected for the areas served by the system as a whole,
or approximately 1.9 percent per year. Bond & Pecaro concluded that the basic
penetration rate would grow substantially over the 10-year projected period
from the current 49.2 percent to approximately 71.6 percent by 2007. The firm
projected that pay penetration of the Albuquerque System will increase from a
level of 54.1 percent in April 1997 to approximately 64.0 percent by 2007.
Bond & Pecaro concluded that due to regulatory and competitive restrictions,
service rates for basic and expanded basic services are expected to grow with
inflation while premium channel service rates are expected to remain
relatively flat throughout the 10-year projected period. Bond & Pecaro
estimated that pay-per-view service revenue will increase at a 12.5 percent
annual rate through 2007, that commercial advertising will increase at a 12.5
percent annual rate through 2007 and that annual installation revenue would
grow at a compound annual rate of 2.5 percent during the projection period.
The firm concluded that equipment rental revenues as well as other revenues
also should increase by 10 percent annually through 2007. Bond & Pecaro
concluded that total system revenues would increase from $55,000,000 in 1997
to $127,100,000 in 2007. For purposes of its appraisal, Bond & Pecaro assumed
that the Albuquerque System would maintain an operating profit margin of 42.3
percent, which was the system's operating profit margin in 1996. Bond & Pecaro
used an estimated tax rate of 38.1 percent to project the taxable income of
the Albuquerque System because the estimated rate reflects the combined
federal, state and local tax rates in effect on April 30, 1997. Capital
expenditures were projected at approximately $13,400,000 annually during the
ten-year period.

Bond & Pecaro then determined the net after-tax cash flow for the
Albuquerque System. After taxes were subtracted from the system's taxable
income, non-cash depreciation and amortization expense was added back to net
income to yield after-tax cash flow. From the after-tax cash flow, the
provision for subsequent capital expenditures was deducted to calculate the
net after-tax cash flows. Bond & Pecaro used a discount rate of 12 percent to
calculate the present value of the net after-tax cash flows. In order to
account for the risks associated with investments in the cable television
industry and in the Albuquerque System in particular, Bond & Pecaro added a
premium to a base discount rate to develop the 12 percent rate employed in its
analysis. Bond & Pecaro then applied a multiplier of 10 to the Albuquerque
System's 2007 operating cash flow. Bond & Pecaro's appraisal noted that
multiples used in the valuation of cable television systems of a type similar
to the Albuquerque System range from 8 to 12 times operating cash flow,
depending on market conditions and a system's profit potential. Bond & Pecaro
noted also that exceptional circumstances will warrant multiples outside of
this range. The appraisal report indicated that the selected multiple of 10
was used to estimate the value of the system at the end of the investment
period. According to Bond & Pecaro, this multiple reflects the state of the
market for cable television systems as of April 30, 1997, tempered by the
economic conditions of the system's franchise service area, the necessity for
a system rebuild, the uncertainty introduced by re-regulation of the cable

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<PAGE>

television industry and the prospects for increased competition from wireless
cable companies and direct broadcast satellite operators. The 10-year
discounted cash flow projection of Bond & Pecaro yielded a value of
$221,349,800 for the Albuquerque System.

In order to correlate this statistical valuation with the realities of the
marketplace, Bond & Pecaro analyzed the sale of six comparable cable
television systems that took place between September 1996 and February 1997.
The sales examined by Bond & Pecaro were selected based upon their
comparability to the Albuquerque System. The six cable television system
transactions examined by Bond & Pecaro were: (i) the transaction between one
of the General Partner's managed partnerships and an unaffiliated third party
relating to the proposed sale of the Roseville, California cable television
system for a sales price of $31,000,000 or a price per subscriber of $1,938,
(ii) the transaction between one of the General Partner's managed partnerships
and an unaffiliated third party relating to the sale of the Rosenburg, Texas
cable television system for a sales price of $5,500,000 or a price per
subscriber of $1,896, (iii) the sale of the Palo Alto, California cable
television system by one unaffiliated cable television system operator to
another for a sales price of $54,100,000 or a price per subscriber of $2,042,
(iv) the sale of the Jonesburo, Arkansas cable television system by one
unaffiliated cable television system operator to another for a sales price of
$41,000,000 or a price per subscriber of $2,000, (v) the sale of the
Independence, Missouri cable television system by one of the General Partner's
managed partnerships to a subsidiary of the General Partner for a sales price
of $171,200,000 or a price per subscriber of $2,004, and (vi) the sale of the
Hickory, North Carolina cable television system by one unaffiliated cable
system operator to another for a sales price of $68,100,000 or $1,946 per
subscriber. With this analysis, Bond & Pecaro concluded that the average price
per subscriber paid for the six comparable cable television systems sales was
approximately $1,971. Bond & Pecaro concluded that the Albuquerque System's
overall fair market value was $221,349,800. This $221,349,800 value reflects a
subscriber multiple of approximately $1,966 per subscriber, which is
consistent with prevailing subscriber multiples of comparable sales.

A representative of Bond & Pecaro visited the offices and technical
facilities of the Albuquerque System in May 1997 as part of its preparation of
the appraisal report. The firm's representative consulted with system
management regarding market factors and system-specific issues that impacted
the value of the system's tangible and intangible assets. Specific data
provided by the system and the General Partner included historical audited
financial statements for fiscal years 1994 through 1996, 1997 year to date
unaudited financial statements, operating statistical summaries, system
technical data, market demographic data and related materials. Other sources
consulted in the preparation of the appraisal included industry factbooks,
government publications and similar reference materials. Bond & Pecaro also
relied upon information furnished by the Albuquerque System's management
relating to the age, condition and adequacy of the system's physical plant.

As compensation for rendering an opinion as to the fair market value of the
Albuquerque System, the General Partner paid Bond & Pecaro a fee of $11,789.
Such fee was not contingent upon the conclusions reached by Bond & Pecaro in
its opinion. As compensation for rendering opinions as to the fair market
value of other cable television systems owned and/or managed by the General
Partner and its affiliates, Bond & Pecaro has received fees totaling $17,122
during the two years prior to the date hereof.

The Western Cablesystems Appraisal

R. Michael Kruger, the owner and president of Western Cablesystems, Inc.
("Western Cablesystems"), has since 1979 appraised hundreds of cable
television systems for a variety of clients including major multiple system
cable operators, independent operators and clients outside the cable
television industry, according to information provided by Western
Cablesystems. In addition to appraising cable television systems, Western
Cablesystems presently operates several small cable television systems and it
is currently active in the cable television system acquisition marketplace.
Western Cablesystems was selected by the General Partner to render an opinion
as to the fair market value of the Albuquerque System in light of such overall
qualifications. No limitations were imposed with respect to the appraisal to
be rendered by Western Cablesystems. The firm was selected by the General
Partner to prepare an independent appraisal of the Albuquerque System because
of the General Partner's familiarity with the firm and Western Cablesystems'
knowledge of the cable television industry. Western Cablesystems has prepared
independent appraisals of other cable television systems owned

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<PAGE>

and/or managed by the General Partner. Western Cablesystems has informed the
General Partner that it owns 500 shares of the General Partner's common stock
purchased approximately 15 years ago. The General Partner believes that
Western Cablesystems' equity holdings in the General Partner are not material
and do not compromise Western Cablesystems' status as an independent appraiser
of the Albuquerque System's value. The principals of Western Cablesystems are
not affiliated in any way with the General Partner.

Western Cablesystems used two appraisal methodologies in determining the
fair market value of the Albuquerque System. Western Cablesystems first
examined the market value of the Albuquerque System as determined by
comparable transactions in the cable television system marketplace. Western
Cablesystems' appraisal report states that transaction values are typically
reported on the basis of either a value-per-subscriber or an operating income
multiple. Western Cablesystems considered both but placed more reliance in its
determination of the fair market value of the Albuquerque System on the
operating income multiples of comparable sales. Western Cablesystems also used
what it termed the "income" approach to value the Albuquerque System. This
methodology involved the determination of the discounted present value of free
cash flow generated over ten years, plus an allowance for the terminal value
of the Albuquerque System after ten years.

Western Cablesystems looked at the Albuquerque System's future growth in the
number of homes passed and the number of subscribers (determining that the
Albuquerque System will have average growth rates in the long run), the
system's demographics (determining that the system's demographics are somewhat
below average due to the system's relatively fewer higher-income residents),
the competitive situation (determining that the Albuquerque System may face
slightly more than normal competition, particularly from DBS, given that the
off-air reception in the Albuquerque area is good and the system's channel
lineup is somewhat weak), the system's channel capacity and quality
(concluding that the Albuquerque System is below average in capacity and
quality and that there will be a need for a rebuild and upgrade of the system
prior to franchise renewal negotiations), the system's general operations
(concluding that the system is normal with respect to matters such as staff
and franchise issues), the system's potential for new revenues (concluding
that the Albuquerque System has average potential for new revenue sources) and
the system's marketability (concluding that although the system is of an
attractive size it is relatively isolated and would therefore have average
marketability compared to systems of similar size). Western Cablesystems
concluded that overall the Albuquerque System would be at or slightly below
market norms compared to comparably sized systems. The appraisal report does
not specifically disclose how the Albuquerque System's future growth
prospects, demographics, competitive situation, marketability and channel
capacity and quality were determined to be average, above average or below
average. The General Partner did not inquire about how Western Cablesystems
made its determinations because the General Partner concluded that, given
Western Cablesystems' expertise, it could rely upon Western Cablesystems'
analyses and judgment in making such determinations.

Western Cablesystems then examined several reasonably similar transactions
involving the sale of cable television systems. These transactions involved
the sales of cable television systems at cash flow multiples ranging from a
low of 9 times cash flow to a high of 10 times cash flow. These transactions
had value-per-subscriber rates ranging from a low of $1,471 to a high of
$2,108. Western Cablesystems examined the sale of the 290,000 subscriber
Minneapolis, Minnesota cable television system by one unaffiliated cable
television system operator to another for a price equal to $2,069 per
subscriber and a 10 times cash flow multiple. Western Cablesystems noted that
the Minneapolis system has a 51 percent penetration but is in a better market
than the Albuquerque System with more growth potential. Western Cablesystems
then examined the sale of a cable television system in the Buffalo, New York
and Erie, Pennsylvania area. This 166,000 subscriber system with a 60 percent
penetration was sold for a price equal to $2,108 per subscriber and a 10 times
cash flow multiple. Western Cablesystems also looked at the sale of the 53,000
subscriber Bangor, Maine cable system, which has a 62 percent penetration, for
a 9 times operating income multiple and a price equal to $1,471 per
subscriber. Western Cablesystems also examined the trade of the Myrtle Beach
and Hampton, Virginia cable television systems, each of which serve
approximately 45,000 subscribers, and were traded by unaffiliated cable
television system operators. These systems were valued at 9.5 times cash flow
and at a price equal to $1,600 per subscriber. Western Cablesystems also
looked at the Hickory, North Carolina system, which was sold by one
unaffiliated

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<PAGE>

cable television system operator to another for 9.7 times cash flow and at a
price equal to $1,946 per subscriber. Western Cablesystems also examined a
sale transaction in Michigan between two unrelated parties involving a cable
system serving approximately 40,000 customers, which sold for a sales price
equivalent to $1,875 per subscriber. Given all of this data, Western
Cablesystems concluded that the Albuquerque System should command an average
multiple of 10 times cash flow which would give the system a value of
$222,360,000. At this price, the value per subscriber for the Albuquerque
System would be $1,909, within the range of reported comparable transaction
prices.

For purposes of its income approach analysis, Western Cablesystems projected
the Albuquerque System's ten year free cash flow by making its own assumptions
about growth in basic and pay revenues, other revenue items, salaries, labor
costs, taxes and other expenses including programming costs, pole rent, office
costs, marketing costs and advertising sales costs. The annual free cash flow
was then discounted using an average cost of capital which Western
Cablesystems determined was 12.7 percent. Western Cablesystems then added a
discounted terminal value which was calculated at 6 times the tenth year's
cash flow. Using this income approach, Western Cablesystems estimated the
potential value of the Albuquerque System at $205,791,000.

The range of values as calculated by the two different approaches taken by
Western Cablesystems is $205,791,000 to $222,360,000. The values are
reasonably consistent and Western Cablesystems placed reliance on each
valuation. Western Cablesystems concluded that the discounted cash flow
approach may better reflect the growth prospects for the Albuquerque System
which, in Western Cablesystems' opinion, are somewhat below some of the
comparable transactions examined. Western Cablesystems noted that the
discounted cash flow analysis also explicitly considers the rebuild costs,
which it deemed to be an important factor in valuation. Western Cablesystems
concluded that a midpoint of the two valuations was appropriate and thus
concluded that the appraised value of the Albuquerque System at April 30, 1997
was $214,100,000. Western Cablesystems' appraisal is based on system financial
and operating data provided to Western Cablesystems by the General Partner.
The appraiser also visited the Albuquerque System in June 1997 for the purpose
of inspecting the general market and system data.

As compensation for rendering an opinion as to the fair market value of the
Albuquerque System, the General Partner paid Western Cablesystems a fee of
$7,500. Such fee was not contingent upon the conclusion reached by Western
Cablesystems in its opinion. As compensation for rendering opinions as to the
fair market value of other cable television systems owned and/or managed by
the General Partner and its affiliates and for other services provided,
Western Cablesystems has received fees and expense reimbursements totaling
$65,724 during the two years prior to the date hereof.

COSTS OF THE TRANSACTION

The following is a reasonably itemized estimate of all expenses incurred or
to be incurred in connection with the proposed sale of the Albuquerque System,
all of which will be paid by the General Partner, including without limitation
the cost of soliciting the votes of the holders of limited partnership
interests:

<TABLE>
<S> <C>
Filing fees $33,890
Legal fees $10,000
Accounting fees $10,000
Appraisal fees $26,789
Printing costs $30,000
Postage and miscellaneous costs $ 5,000
</TABLE>

PROPOSED SALE OF ASSETS

THE PURCHASE AND SALE AGREEMENT

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

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<PAGE>

Partner. The General Partner has assigned its rights and obligations as
purchaser to Jones Communications of New Mexico, Inc., an indirect wholly
owned subsidiary. The purchaser intends to finance the acquisition of the
Albuquerque System using cash on hand and borrowings available under credit
facilities dated as of October 29, 1996 among Jones Cable Holdings II, Inc.,
as the borrower, and several lenders, including The Bank of Nova Scotia,
NationsBank of Texas, N.A. and Societe Generale as the managing agents. The
maximum amount available under the credit facilities is $600 million. One $300
million facility reduces quarterly beginning March 31, 2000 through the final
maturity date and the lenders' commitment under the other $300 million
facility terminates on October 27, 1998. Interest on amounts outstanding under
the credit facilities varies from the "base rate," which generally
approximates the prime rate, to the base rate plus 1/4 percent or LIBOR plus
1/2 percent to 1 1/4 percent depending on certain financial covenants. The
effective interest rate on the $128,000,000 outstanding at December 31, 1997
was 6.19 percent. The credit facilities are secured by a pledge of the stock
of all of the subsidiaries of the borrower. Jones Communications of New
Mexico, Inc. is a wholly owned subsidiary of Jones Cable Holdings II, Inc.,
which in turn is a wholly owned subsidiary of the General Partner.

Based upon amounts estimated as of December 31, 1997, the aggregate cost of
the acquisition of the Albuquerque System to the purchaser, including working
capital adjustments, will be approximately $225,683,739. Amounts borrowed by
the purchaser to acquire the Albuquerque System will be repaid from cash
generated by the operations of the Albuquerque System and other systems owned
by Jones Cable Holdings II, Inc. and from other sources of funds, including
possible future refinancings.

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 within
a few weeks after receipt of the approval of the sale by the limited partners
of the Venture's three constituent partnerships. Because the closing is
conditioned upon, among other things, the approval of the limited partners of
the Venture's three constituent partnerships and the consent of governmental
franchising authorities and other third parties, there can be no assurance
that the proposed sale will occur. If all conditions precedent to the
purchaser's obligation to close are not eventually satisfied or waived, the
purchaser's obligation to purchase the Albuquerque System will terminate.

THE ALBUQUERQUE SYSTEM

The assets to be acquired consist primarily of the real and personal,
tangible and intangible assets of the Venture's Albuquerque System. The
purchaser will purchase all of the tangible assets of the Albuquerque System,
including, among other things, the headend equipment, underground and
aboveground cable distribution systems, towers, earth satellite receive
stations, and furniture and fixtures of the Albuquerque System. The purchaser
also will acquire certain of the intangible assets of the Albuquerque System,
including, among other things, all of the franchises, leases, agreements,
permits, licenses and other contracts and contract rights of the Albuquerque
System. Also included in the sale are any parcels of real estate owned by the
Albuquerque System, the subscriber accounts receivable of the Albuquerque
System and all of the Albuquerque System's engineering records, files,
schematics, maps, reports, promotional graphics, marketing materials and
reports filed with federal, state and local regulatory agencies. Certain of
the Albuquerque System's assets will be retained by the Venture, including
cash or cash equivalents on hand and in banks, certain insurance policies and
rights and claims thereunder, and any federal or state income tax refunds to
which the Venture may be entitled.

SALES PRICE

Subject to the customary working capital closing adjustments described
below, the sales price for the Albuquerque System is $222,963,267. The sales
price will be reduced by any accounts payable and accrued expenses and vehicle
lease obligations existing on the closing date. The sales price will be
increased by any accounts receivable existing on the closing date. The sales
price for the Albuquerque System also will be adjusted as of the closing date
with respect to all items of income and expense associated with the operation
of the Albuquerque System. This adjustment will reflect, in accordance with
generally accepted accounting principles, that all expenses and income
attributable to the period on or after the closing date are for the account of
the purchaser and those prior to the closing date are for the account of the
seller. While these adjustments may have the effect of increasing or
decreasing the sales price, any adjustment is not expected to be material.
Please see

25
<PAGE>

Note 5 of the Notes to Unaudited Pro Forma Consolidated Financial Statements
for a detailed accounting of the estimated closing adjustments.

CONDITIONS TO CLOSING

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"). All waiting periods under the HSR Act have
expired, thereby removing this as a condition to closing. The Venture still
must obtain the consent of the City of Albuquerque and other franchising
authorities to the transfer of the Albuquerque System's cable franchises. The
Venture and the General Partner have filed all documents required to obtain
the consents of the City of Albuquerque and other franchising authorities to
the transfer of the Albuquerque System's cable franchises. It is anticipated
that the Venture will not experience any significant difficulty in obtaining
the necessary consents and approvals to the currently proposed sale. If,
however, the Venture fails to obtain certain non-material consents and
approvals of third parties with whom the Albuquerque System has contracted,
the purchaser likely will waive this condition to closing. In such
circumstances, the purchaser would agree to indemnify the Venture for any
liabilities incurred in connection with a closing without prior receipt of all
necessary consents.

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-C shall have approved the Venture's sale of the 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.

FEDERAL INCOME TAX CONSEQUENCES

The purpose of the following discussion of the income tax consequences of
the proposed transaction is to inform the limited partners of the Partnership
of the federal income tax consequences to the Partnership and to its partners
arising from the sale of the Albuquerque System. The tax information included
herein was prepared by the tax department of the General Partner. The tax
information is taken from tax data compiled by the General Partner in its role
as the Partnership's tax administrator and is not based upon the advice or
formal opinion of counsel. The tax discussion that follows is merely intended
to inform the limited partners of factual information and should not be
considered tax advice.

By the expected date of the Albuquerque System's sale, most of the limited
partners will have received certain tax benefits from their investment in the
Partnership. Assuming maximum federal income tax rates and no other sources of
passive income, original limited partners of the Partnership will have
received $14,952,357 in tax benefits from Partnership losses ($126 per $1,000
invested).

The sale of the Albuquerque System will result in a gain for federal income
tax purposes. The amount of this gain allocated to limited partners is
approximately $58,031,535. The General Partner estimates that $42,236,200
($356 per $1,000 invested) of this gain will be treated as ordinary income.
This amount of ordinary income results from the recapture of depreciation on
personal property under Section 1245. The ordinary income amount represents
the netting of ordinary income from the sale of $115,124,267 ($970 per $1,000
invested) and limited partner loss carryforwards of $72,888,067 ($614 per
$1,000 invested). The carryforward balance assumes that limited partners have
not previously utilized partnership losses limited by the passive loss
limitation. The limited partners that have utilized partnership losses will
have results that vary accordingly. The General Partner estimates that the
remainder of the gain, $15,795,335 ($133 per $1,000 invested), will be treated
as long term capital gain under Section 1231.

26
<PAGE>

Assuming the 31 percent rate applies to ordinary income and the 20 percent
rate applies to long term capital gain income, as a result of the sale of the
Albuquerque System, a limited partner will be subject to federal income taxes
of $137 per $1,000 invested in the Partnership. The taxable income will be
recognized in the year of the closing of the sale, which is expected to be
1998.

Limited partners that have acquired their partnership interests recently in
the limited partnership secondary market will have allocable income from the
sale of the Albuquerque System in the amounts reported herein without regard
to the netting of passive loss carryforwards. Because the Partnership does not
have an IRC Section 754 election in effect, the purchase of limited
partnership interests in the Partnership places the new limited partner in the
same position as the person from whom he purchased his limited partnership
interests except for passive loss carryforwards and tax basis in the limited
partnership interests. Newer investors in the limited partnership interests
will not have the calculated passive loss carryforwards reported herein and
will likely have a greater reportable net taxable income from the Albuquerque
System's sale than investors who have held their limited partnership interests
for a longer period of time. Also, recent investors will not have their net
tax basis in the partnership interests reflected on their annual Schedule K-
1s. Such limited partners must track their tax basis by adjusting their
original costs by allocable income or loss and partnership distributions.
Their adjusted tax basis will be pertinent in the year when they sell their
limited partnership interests or when the Partnership is liquidated.

Limited partners who are non-resident aliens or foreign corporations
("foreign persons") are subject to a withholding tax on their share of the
Partnership's income from the sale of the Albuquerque System. The withholding
rates are 39.6 percent for individual partners and 35 percent for corporate
partners. The tax withheld will be remitted to the Internal Revenue Service
and the foreign person will receive a credit on their U.S. tax return for the
amount of the tax withheld by the Partnership. The tax withheld will be
treated as a distribution to the limited partner.

CERTAIN INFORMATION ABOUT THE PARTNERSHIP
AND THE GENERAL PARTNER

The General Partner acquires, develops and operates cable television systems
for itself and for its managed limited partnerships. Based on the number of
basic subscribers served by the General Partner's owned and managed cable
television systems, the General Partner is one of the ten largest cable
television system operators in the United States serving approximately 1.4
million basic subscribers. The principal executive offices of the Partnership
and the General Partner are located at 9697 East Mineral Avenue, Englewood,
Colorado 80112, and their telephone number is (303) 792-3111.

The limited partnership interests of the Partnership are registered pursuant
to Section 12(g) of the Exchange Act. As such, the Partnership currently is
subject to the informational reporting requirements of the Exchange Act and,
in accordance therewith, is obligated to file periodic reports, proxy
statements and other information with the Commission relating to its business,
financial condition and other matters. Reports and other information filed by
the Partnership can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the following regional offices of the Commission: 7 World
Trade Center, Suite 1300, New York, New York 10048 and Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Commission also maintains a World Wide Web site that contains reports, proxy
statements and information statements of registrants (including the
Partnership) that file electronically with the Commission at
http://www.sec.gov. The Partnership will continue in existence and will
continue to be subject to the informational reporting requirements of the
Exchange Act after the sale of the Albuquerque System. The Partnership's
registration and reporting requirements under the Exchange Act will not be
terminated until the dissolution of the Partnership after the sale of the
Venture's Palmdale System.

The General Partner also is subject to the informational filing requirements
of the Exchange Act and, in accordance therewith, files periodic reports,
proxy statements and other financial information with the Securities and
Exchange Commission relating to its business, financial condition and other
matters. Information, as of

27
<PAGE>

particular dates, concerning the General Partner's directors and officers,
their compensation, options granted to them, the principal holders of the
General Partner's securities and any material interest of such persons in
transactions with the General Partner is required to be disclosed in certain
documents filed with the Commission. Such reports, proxy statements and other
information may be inspected at the above-listed public reference facilities
maintained by the Commission and at the Commission's World Wide Web site.
Copies of such materials may be obtained upon payment of the Commission's
prescribed charges by writing to the Commission's principal office at 450
Fifth Street, N.W., Washington, D.C. 20549.

The name, business address and principal occupation and employment for the
past five years of each of the directors and executive officers of the General
Partner are set forth in Schedule 1 to this Proxy Statement. To the best
knowledge of any of the persons listed on Schedule 1 hereto, except as
disclosed on such schedule, no persons listed on such schedule beneficially
own any limited partnership interests in the Partnership.

Except as disclosed herein, neither the General Partner nor, to the best of
its knowledge, any of the persons listed on Schedule 1 hereto, has any
contract, arrangement, understanding or relationship with any other person
with respect to any limited partnership interest of the Partnership,
including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any of such interests,
joint ventures, loan or option arrangements, puts or calls, guaranties of
loans, guaranties against loss or the giving or withholding of proxies.

CERTAIN RELATED PARTY 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.

The purchase price for the Albuquerque System was determined in accordance
with the provisions of the Partnership Agreement but the proposed sale of the
Albuquerque System by the Venture to the General Partner or to one of the
General Partner's subsidiaries was not negotiated at arm's-length and thus
there can be no assurance that the terms of such transaction have been or will
be as favorable as those that could have been obtained by the Venture from an
unaffiliated purchaser.

The General Partner charges the Venture a management fee relating to the
General Partner's management of the Venture's cable television systems, and
the Venture reimburses the General Partner for certain allocated overhead and
administrative expenses in accordance with the terms of the Partnership
Agreement. These expenses consist primarily of salaries and benefits paid to
corporate personnel, rent, data processing services and other 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 cable television systems managed. Systems
owned by the General Partner and its subsidiaries and all other systems owned
by partnerships for which Jones Intercable, Inc. or one of its subsidiaries is
the general partner are also allocated a proportionate share of these
expenses. No duplicate management or other fees or reimbursements are charged
to the Partnership.

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

Knowledge TV, Inc. is an affiliate of the General Partner that owns and
operates Knowledge TV, a network that 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.

28
<PAGE>

Jones Computer Network, Ltd., an affiliate of the General Partner, 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 terminated its programming in April 1997.

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

Jones Galactic Radio, Inc. is a company owned by Jones International
Networks, Ltd., an affiliate of the General Partner. Superaudio, a joint
venture between Jones Galactic Radio, Inc. and an unaffiliated entity,
provides satellite 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 percent 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 $199,997 for the year ended December 31, 1997.

The charges to the Venture for related party transactions were as follows
for the periods indicated:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
--------------------------------
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 notes and advances outstanding. 0 0 4,198,739
Highest amount of notes and 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>

29
<PAGE>

USE OF PROCEEDS FROM ALBUQUERQUE SYSTEM SALE

The following is a brief summary of the Venture's estimated use of the
proceeds and of the Partnership's estimated use of its portion of the proceeds
from the Venture's sale of the Albuquerque System. All of the following
selected financial information is based upon amounts as of December 31, 1997
and certain estimates of liabilities at closing. Final results may differ from
these estimates. A more detailed discussion of the financial consequences of
the sale of the Albuquerque System is set forth below under the caption
"Unaudited Pro Forma Financial Information." All limited partners are
encouraged to review carefully the unaudited pro forma financial statements
and notes thereto.

If the holders of a majority of limited partnership interests of the three
partnerships that comprise the Venture approve the proposed sale of the
Albuquerque System and the transaction is closed, 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
and, subject to an amendment to the Venture's credit facility to permit a
portion of the sale proceeds to be distributed to the three constituent
partnerships of the Venture, the Venture will repay an estimated $57,000,000
of the then outstanding balance of its credit facility, including accrued
interest, leaving approximately $45,000,000 of debt outstanding under the
amended credit facility secured by the Palmdale System, and then the
$125,000,000 net sale proceeds will be distributed to the three constituent
partnerships of the Venture in proportion to their ownership interests in the
Venture. Because the make whole premium will be calculated as of the closing
date using the then-current market interest rates, the exact amount of the
make whole premium cannot be determined precisely until the closing date. The
closing adjustments will not affect the amount of the net sale proceeds
distributed to the partnerships. The Partnership will receive 76 percent of
the net sale proceeds, estimated to total approximately $94,428,308, 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 and pursuant to the terms of the Partnership Agreement. The estimated
uses of the sale proceeds are as follows:

<TABLE>
<S> <C>
Contract Sales Price of the Albuquerque System................. $222,963,267
Add: Cash on Hand............................................ 552,676
Estimated Net Closing Adjustments....................... 2,720,472
Less: Repayment of Debt Plus Accrued Interest................. (99,219,430)
Make Whole Premium...................................... (2,016,985)
------------
Cash Available for Distribution to Joint Venturers... 125,000,000
Cash Distributed to Fund 12-B and Fund 12-C.......... 30,571,692
------------
Cash Available for Distribution by the Partnership... 94,428,308
Return of Limited Partners' Initial Capital.......... 77,122,500
------------
Estimated Residual Proceeds.......................... $ 17,305,808
============
Limited Partners' Share (75%)........................ $ 12,979,356
============
General Partner's Share (25%)........................ $ 4,326,452
============
</TABLE>

Based upon financial information available at December 31, 1997, below is an
estimate of all cash distributions that will have been made to limited
partners after the distribution of the proceeds from the sale of the
Albuquerque System is completed.

30
<PAGE>

Summary of Estimated Cash Distributions to Limited Partners:

<TABLE>
<S> <C>
Return of Limited Partners' Initial Capital on the 1996 Sale
of the Venture's Tampa System............................... $ 41,547,000
Return of Limited Partners' Initial Capital on the 1998 Sale
of the Venture's Albuquerque System......................... 77,122,500
Limited Partners' Share of Residual Proceeds on the 1998 Sale
of the Venture's Albuquerque System......................... 12,979,356
------------
Total Estimated Cash Received by Limited Partners............ $131,648,856
============
Total Cash Received per $1,000 of Limited Partnership
Capital..................................................... $ 1,109
============
Total Cash Received per $500 Limited Partnership Interest ... $ 555
============
</TABLE>

The estimated after-tax internal rate of return on an investment in the
Partnership is approximately 1 percent. This internal rate of return includes
the distribution to be made on the sale of the Albuquerque System and the
prior distribution of the net proceeds from the sale of the Venture's Tampa
System.

Based on financial information available at December 31, 1997, the following
table presents the estimated results of the Partnership when the Venture has
completed the sale of the Albuquerque System:

<TABLE>
<S> <C>
Dollar Amount Raised........................................ $ 118,669,500
Number of Cable Television Systems Purchased Directly....... None
Number of Cable Television Systems Purchased Indirectly..... Five
Date of Closing of Offering................................. December 1986
Date of First Sale of Properties............................ August 1987
Tax and Distribution Data per $1,000 of Limited Partnership
Capital:
Federal Income Tax Results
Ordinary Income (Loss)
--from operations....................................... $ (1,474)
--from recapture........................................ $ 1,474
Capital Gain (Loss)..................................... $ 140
Cash Distributions to Investors
Source (on GAAP basis)
--investment income..................................... $ 109
--return of capital..................................... $ 1,000
Source (on cash basis)
--sales................................................. $ 1,109
</TABLE>

31
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
OF CABLE TV FUND 12-D, LTD.

The following unaudited pro forma consolidated financial statements assume
that as of December 31, 1997, the Venture had sold the Albuquerque System for
$222,963,267. The funds available to the Venture, adjusting for the estimated
net closing adjustments of the Albuquerque System, are expected to total
approximately $225,683,739. Such funds plus cash on hand will be used to repay
indebtedness and to distribute $125,000,000 to the three constituent
partnerships of the Venture pursuant to the percentage ownership interests in
the Venture of each partnership and then each partnership will distribute its
share of the distribution pursuant to the terms of their partnership
agreements. The Partnership will receive $94,428,308 from such distribution.
Pursuant to the terms of the Partnership Agreement, the Partnership will
return to the limited partners the remaining $77,122,500 of capital initially
contributed to the Partnership and the remainder will be allocated 75 percent
to the limited partners ($12,979,356) and 25 percent to the General Partner
($4,326,452). The total limited partner distribution of $90,101,856 represents
$380 per each $500 limited partnership interest or $759 for each $1,000
invested in the Partnership.

The unaudited pro forma financial statements should be read in conjunction
with the appropriate notes to the unaudited pro forma financial statements.

ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS BASED UPON
AMOUNTS AS OF DECEMBER 31, 1997 AND CERTAIN ESTIMATES OF LIABILITIES AT
CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.

32
<PAGE>

CABLE TV FUND 12-D, LTD.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1997

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
AS REPORTED ADJUSTMENTS BALANCE
------------ ------------ -------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents........... $ 1,742,444 $124,447,324 $ 126,189,768
Receivables, net.................... 4,456,904 (2,653,036) 1,803,868
Investment in Cable Television
Properties:
Property, plant and equipment,
net.............................. 104,821,013 (67,524,430) 37,296,583
Franchise costs and other 7,791,062 (6,846,966) 944,096
intangible assets, net........... ------------ ------------ -------------
Total investment in cable
television properties.......... 112,612,075 (74,371,396) 38,240,679
Deposits, Prepaid Expenses and
Deferred Charges................... 5,458,081 (2,654,486) 2,803,595
------------ ------------ -------------
Total Assets.................... $124,269,504 $ 44,768,406 $ 169,037,910
============ ============ =============
LIABILITIES AND PARTNERS' CAPITAL
(DEFICIT)
Liabilities:
Debt.............................. $144,308,462 $(99,219,430) $ 45,089,032
Trade accounts payable and accrued
liabilities...................... 6,726,286 (2,350,078) 4,376,208
Subscriber prepayments............ 424,486 (236,972) 187,514
Distributions payable to joint
venture partners................. -- 30,571,692 30,571,692
Accrued distribution to Limited
Partners......................... -- 90,101,856 90,101,856
Accrued distribution to General
Partner.......................... -- 4,326,452 4,326,452
------------ ------------ -------------
Total Liabilities............... 151,459,234 23,193,520 174,652,754
------------ ------------ -------------
Minority Interest in Joint Venture.. (6,905,937) 5,280,525 (1,625,412)
Partners' Capital (Deficit):
General Partner................... (108,581) (3,219,225) (3,327,806)
Limited Partners.................. (20,175,212) (19,513,586) (661,626)
------------ ------------ -------------
Total Partners' Capital
(Deficit)...................... (20,283,793) (16,294,361) (3,989,432)
------------ ------------ -------------
Total Liabilities and Partners'
Capital (Deficit)................ $124,269,504 $ 44,768,406 $ 169,037,910
============ ============ =============
</TABLE>

The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated balance sheet.

33
<PAGE>

CABLE TV FUND 12-D, LTD.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
AS REPORTED ADJUSTMENTS BALANCE
----------- ------------ -----------
<S> <C> <C> <C>
REVENUES............................... $82,675,018 $(52,784,567) $29,890,451
COSTS AND EXPENSES:
Operating expenses................... 45,958,487 (29,690,039) 16,268,448
Management fees and allocated
overhead from Jones Intercable, Inc. 8,749,592 (5,467,333) 3,282,259
Depreciation and Amortization........ 21,837,251 (15,176,068) 6,661,183
----------- ------------ -----------
OPERATING INCOME....................... 6,129,688 (2,451,127) 3,678,561
----------- ------------ -----------
OTHER INCOME (EXPENSE):
Interest expense..................... (10,934,909) 7,806,895 (3,128,014)
Other, net........................... 6,973 (28,708) (21,735)
----------- ------------ -----------
Total other income (expense), net.. (10,927,936) 7,778,187 (3,149,749)
----------- ------------ -----------
CONSOLIDATED NET INCOME (LOSS)......... (4,798,248) 5,327,060 528,812
MINORITY INTEREST IN CONSOLIDATED NET
INCOME (LOSS)......................... 1,173,555 (1,302,999) (129,444)
----------- ------------ -----------
NET INCOME (LOSS) ..................... $(3,624,693) $ 4,024,061 $ 399,368
=========== ============ ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP INTEREST.................. $ (15.12) $ 1.66
=========== ===========
</TABLE>

The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated statement.

34
<PAGE>

CABLE TV FUND 12-D, LTD.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

1) The accompanying unaudited consolidated financial statements include 100
percent of the accounts of the Partnership and those of the Venture reduced by
the 24 percent minority interest in the Venture. All interpartnership accounts
and transactions have been eliminated.

2) The Partnership has a 76 percent ownership interest in the Venture
through capital contributions made during 1986 of $102,353,444. The following
calculations present the sale of the Albuquerque System and the resulting
estimated distributions to be received by the Partnership.

3) The unaudited pro forma balance sheet of the Partnership assumes that the
Venture had sold the Albuquerque System for $222,963,267 as of December 31,
1997. The unaudited statements of operations of the Partnership assumes that
the Venture had sold the Albuquerque System as of January 1, 1997.

4) The Partnership will receive $94,428,308 from the Venture. Pursuant to
the terms of the Partnership Agreement, the Partnership will return to the
limited partners the remaining $77,122,500 of capital initially contributed to
the Partnership and the remainder will be allocated 75 percent to the limited
partners ($12,979,356) and 25 percent to the General Partner ($4,326,452). The
total limited partner distribution of $90,101,856 represents $380 per each
$500 limited partnership interest or $759 for each $1,000 invested in the
Partnership.

5) The estimated gain recognized from the sale of the Albuquerque System and
corresponding estimated distribution to limited partners as of December 31,
1997 has been computed as follows:

GAIN ON SALE OF ASSETS:

<TABLE>
<S> <C>
Contract sales price............................................. $222,963,267
Less: Net book value of investment in cable television properties
at December 31, 1997....................................... (74,371,396)
Make whole premium......................................... (2,016,985)
------------
Gain on sale of assets........................................... $146,574,886
============
Partnership's share of gain on sale of assets.................... $110,722,669
============
DISTRIBUTIONS TO PARTNERS:
Contract sales price............................................. $222,963,267
Add: Trade receivables, net..................................... 2,653,036
Prepaid expenses........................................... 2,654,486
Less: Accrued liabilities........................................ (2,350,078)
Subscriber prepayment...................................... (236,972)
------------
Adjusted cash received........................................... 225,683,739
Less: Outstanding debt plus accrued interest to third parties.... (99,219,430)
Make whole premium......................................... (2,016,985)
Add: Cash on hand............................................... 552,676
------------
Cash available for distribution to joint venturers............... 125,000,000
Cash distributed to Fund 12-B and Fund 12-C...................... 30,571,692
------------
Cash available for distribution by the Partnership............... 94,428,308
Return of limited partners' initial capital...................... 77,122,500
------------
Residual proceeds................................................ $ 17,305,808
============
Limited Partners' share (75%).................................... $ 12,979,356
============
General Partner's share (25%).................................... $ 4,326,452
============
</TABLE>

35
<PAGE>

AVAILABLE INFORMATION

The Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 is being mailed to the limited partners of the Partnership
together with this Proxy Statement. Copies of the three independent appraisals
of the fair market value of the Albuquerque System and copies of the Purchase
and Sale Agreement between the Venture and the General Partner have been
publicly filed with the Securities and Exchange Commission and may be
inspected at the Commission's public reference facilities and at its World
Wide Web site, and such documents also are available to each limited partner
of the Partnership upon written request to Elizabeth M. Steele, Secretary,
Jones Intercable, Inc., 9697 East Mineral Avenue, Englewood, Colorado 80112,
(303) 792-3111. Copies of these documents will be provided at the expense of
the requesting limited partner.

A Rule 13e-3 Transaction Statement furnishing certain additional information
with respect to the transaction described herein has been jointly filed by the
Partnership and the General Partner with the Securities and Exchange
Commission. This document may be inspected at the Commission's public
reference facilities and at its World Wide Web site.

INCORPORATION BY REFERENCE

The Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 is incorporated by reference in its entirety in this Proxy
Statement.

36
<PAGE>

SCHEDULE 1

EXECUTIVE OFFICERS AND DIRECTORS OF THE GENERAL PARTNER

Set forth below is the name, residence or business address, present
principal occupation or employment and five-year employment history of the
executive officers and directors of the General Partner. Also set forth is the
aggregate number of limited partnership interests of the Partnership
beneficially owned by each such person. The present principal occupation of
each executive officer of the General Partner is as an executive officer of
the General Partner. The Partnership has no officers or employees. All persons
listed except for Messrs. Fridman, Kearney and Vanaselja are citizens of the
United States. Messrs. Fridman, Kearney and Vanaselja are citizens of Canada.

<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF LIMITED
PARTNERSHIP INTERESTS
NAME AND ADDRESS OCCUPATION OR EMPLOYMENT BENEFICIALLY OWNED
---------------- ------------------------ ---------------------
<S> <C> <C>
Glenn R. Jones Mr. Jones has served as Chairman of the Board of 0
c/o Jones Intercable, Directors and Chief Executive Officer of the
Inc. 9697 E. Mineral General Partner since its formation in 1970. He
Avenue Englewood, CO served as President of the General Partner from
80112 1984 to 1988. Mr. Jones has been involved in
the cable television business in various
capacities since 1961.

Christopher J. Bowick Mr. Bowick is the General Partner's Group Vice 0
c/o Jones Intercable, President/Technology and its Chief Technical
Inc. 9697 E. Mineral Officer. Prior to joining the General Partner
Avenue Englewood, CO in 1991, Mr. Bowick worked as Vice President of
80112 Engineering of Scientific Atlanta's
transmission systems business division.

Robert E. Cole Mr. Cole was appointed a Director of the General 0
c/o Jones Intercable, Partner in March 1996. Mr. Cole is currently
Inc. self-employed as a partner of First Variable
9697 E. Mineral Avenue Insurance Marketing and is responsible for
Englewood, CO 80112 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 of a specialty investment banking
firm that provided services to finance the
ownership and growth of emerging companies,
productive assets and real property.

Kevin P. Coyle Mr. Coyle, Group Vice President/Finance of the 0
c/o Jones Intercable, General Partner, has been the General Partner's
Inc. 9697 E. Mineral Chief Financial Officer since 1990. Mr. Coyle
Avenue Englewood, CO has been an associate of the finance department
80112 of the General Partner since 1981.
</TABLE>

S-1
<PAGE>

<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF LIMITED
PARTNERSHIP INTERESTS
NAME AND ADDRESS OCCUPATION OR EMPLOYMENT BENEFICIALLY OWNED
---------------- ------------------------ ---------------------
<S> <C> <C>
William E. Frenzel Mr. Frenzel was appointed a Director of the 0
1775 Massachusetts General Partner in April 1995. He has been a
Avenue, NW Guest Scholar since 1991 with the Brookings
Washington, DC 20036 Institution, a research organization located in
Washington, DC. Until his retirement in January
1991, Mr. Frenzel served for twenty years in
the United States House of Representatives.

Josef J. Fridman Mr. Fridman was appointed a Director of the 0
c/o BCI Telecom Holding General Partner in February 1998. He is senior
Inc. vice-president, law and corporate secretary of
1000 rue de la BCE Inc. Mr. Fridman joined Bell Canada, a
Gauchetiere wholly owned subsidiary of
Bureau 1100 BCE Inc., in 1969, and he has held increasingly
Montreal (PQ) senior positions with Bell Canada and BCE Inc.
Canada H3B 4Y8 since such time. He has held his current
position since 1991.

Donald L. Jacobs Mr. Jacobs was appointed a Director of the 0
60435 Tekampe Road General Partner in April 1995. Mr. Jacobs is a
Bend, OR 97702 retired executive officer of TRW. Prior to his
retirement in 1992, 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 that appointment,
he was President of ESL, Inc., a subsidiary of
TRW.

Larry Kaschinske Mr. Kaschinske has been the Controller and Chief 0
c/o Jones Intercable, Accounting Officer of the General Partner since
Inc. 9697 E. Mineral 1994. Mr. Kaschinske has been an associate of
Avenue Englewood, CO the finance department of the General Partner
80112 since 1984.

Robert Kearney Mr. Kearney was appointed a Director of the 0
c/o BCI Telecom Holding General Partner in July 1997. Mr. Kearney is a
Inc. retired executive officer of Bell Canada. Prior
1000 rue de la to his retirement in December 1993, Mr. Kearney
Gauchetiere was the President and Chief Executive Officer
Bureau 1100 of Bell Canada. He served as Chairman of BCE
Montreal (PQ) Canadian Telecom Group in 1994 and as Deputy
Canada H3B 4Y8 Chairman of BCI Management Limited in 1995.

James J. Krejci Mr. Krejci has been a Director of the General 0
3100 Arapahoe Avenue Partner since 1987. Mr. Krejci is President and
Boulder, CO 80303 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, he was the
President of the International Division of
International Gaming Technology headquartered
in Reno, Nevada. Prior to joining International
Gaming Technology in May 1994, Mr. Krejci had
been a Group Vice President of the General
Partner since 1987.
</TABLE>

S-2
<PAGE>

<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF LIMITED
PARTNERSHIP INTERESTS
NAME AND ADDRESS OCCUPATION OR EMPLOYMENT BENEFICIALLY OWNED
---------------- ------------------------ ---------------------
<S> <C> <C>
James B. O'Brien Mr. O'Brien has been President and a Director of 0
c/o Jones Intercable, the General Partner since 1989 and a member of
Inc. the Executive Committee of the General
9697 E. Mineral Avenue Partner's Board of Directors since 1993.
Englewood, CO 80112 Mr. O'Brien has been with the General Partner
since 1982 in various operational management
positions.

Raphael M. Solot Mr. Solot was appointed a Director of the 0
501 South Cherry Street General Partner in March 1996. Mr. Solot is an
Denver, CO 80222 attorney in private practice. He has practiced
law for 34 years with an emphasis on franchise,
corporate and partnership law and complex
litigation.

Cheryl M. Sprague Ms. Sprague joined the General Partner as Group 0
c/o Jones Intercable, Vice President/Human Resources in November
Inc. 1997. Prior to November 1997 and since December
9697 E. Mineral Avenue 1995, Ms. Sprague served as Director, Human
Englewood, CO 80112 Resources for Westmoreland Coal Company. From
October 1993 to December 1995, Ms. Sprague
served as President of Peak Executive
Resources. From April 1992 to October 1993, Ms.
Sprague was Vice President, Human Resources for
Penrose-St. Francis Healthcare System.

Elizabeth M. Steele Ms. Steele joined the General Partner in 1987 as 0
c/o Jones Intercable, Vice President/General Counsel and Secretary.
Inc. Prior to that time, Ms. Steele was a partner at
9697 E. Mineral Avenue Davis, Graham & Stubbs, a Denver, Colorado law
Englewood, CO 80112 firm that serves as counsel to the General
Partner.

Howard O. Thrall Mr. Thrall was appointed a director of the 0
c/o Jones Intercable, General Partner in March 1996 and he had
Inc. previously served as a director of the General
9697 E. Mineral Avenue Partner from December 1988 to December 1994.
Englewood, CO 80112 Mr. Thrall is now a management and
international marketing consultant. From
September 1993 through July 1996, Mr. Thrall
served as Vice President of Sales, Asian
Region, for World Airways, Inc. From 1984 until
August 1993, Mr. Thrall was with the McDonnell
Douglas Corporation, where he was a Regional
Vice President, Commercial Marketing with the
Douglas Aircraft Company subsidiary.

Siim A. Vanaselja Mr. Vanaselja was appointed a Director of the 0
c/o BCI Telecom Holding General Partner in August 1996. Mr. Vanaselja
Inc. joined BCE Inc., Canada's largest
1000 rue de la telecommunications company, in February 1994
Gauchetiere and he has served in various capacities with
Bureau 1100 that company and its subsidiaries since that
Montreal (PQ) time. He currently serves as Executive Vice
Canada H3B 4Y8 President and Chief Financial Officer of Bell
Canada International Inc. and Vice President of
BCI Telecom Holding Inc.,
BCE Inc. subsidiaries. Prior to joining BCE
Inc., Mr. Vanaselja was a partner in the
Toronto office of KPMG Peat Marwick Thorne.
</TABLE>

S-3
<PAGE>

<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF LIMITED
PARTNERSHIP INTERESTS
NAME AND ADDRESS OCCUPATION OR EMPLOYMENT BENEFICIALLY OWNED
---------------- ------------------------ ---------------------
<S> <C> <C>
Ruth E. Warren Ms. Warren has been Group Vice 0
c/o Jones Intercable, President/Operations of the General Partner
Inc. since 1990. Ms. Warren has been with the
9697 E. Mineral Avenue General Partner in various operational
Englewood, CO 80112 management positions since 1980.

Cynthia A. Winning Ms. Winning joined the General Partner as Group 0
c/o Jones Intercable, Vice President/Marketing in December 1994.
Inc. Prior to joining the General Partner, Ms.
9697 E. Mineral Avenue Winning served in 1994 as the President of PRS
Englewood, CO 80112 Inc., a Denver, Colorado 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.

Sanford Zisman Mr. Zisman was appointed a Director of the 0
3773 Cherry Creek North Drive- General Partner in June 1996. Mr. Zisman is a
Denver, CO 80209 principal in the law firm Zisman & Ingraham,
P.C. of Denver, Colorado. He has practiced law
for 32 years, with an emphasis on tax, business
and estate planning and probate administration.

Robert L. Zoellick Mr. Zoellick was appointed a Director of the 0
3900 Wisconsin General Partner in April 1995. Mr. Zoellick is
Avenue, NW the John M. Olin Professor at the U.S. Naval
Washington, DC 20016 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.
</TABLE>

S-4
<PAGE>

[LOGO OF JONES INTERCABLE APPEARS HERE]

9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE PARTNERSHIP BY THE GENERAL PARTNER

The undersigned Limited Partner of Cable TV Fund 12-D, Ltd., a Colorado
limited partnership, hereby votes on the sale of Cable TV Fund 12-BCD Venture's
Albuquerque, New Mexico cable television system to Jones Communications of New
Mexico, Inc., an indirect wholly owned subsidiary of Jones Intercable, Inc.,
for a sales price of $222,963,267 in cash, subject to normal closing
adjustments, pursuant to the terms and conditions of that certain Purchase and
Sale Agreement dated as of July 28, 1997, as follows:

[_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS

(YOU MUST SIGN ON THE REVERSE SIDE OF THIS PROXY CARD FOR YOUR VOTE TO COUNT.)
<PAGE>

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED LIMITED PARTNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSED SALE TRANSACTION.

PLEASE SIGN EXACTLY AS NAME
APPEARS ON LABEL.

DATED: ______________________, 1998

___________________________________
Beneficial Owner Signature
(Investor)

___________________________________
Authorized Trustee/Custodian
Signature

PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>

[LOGO OF JONES INTERCABLE APPEARS HERE]

9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE PARTNERSHIP BY THE GENERAL PARTNER

[_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS

(YOU MUST SIGN ON THE REVERSE SIDE OF THIS PROXY CARD FOR YOUR VOTE TO COUNT.)
<PAGE>

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED LIMITED PARTNER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE PROPOSED SALE TRANSACTION.

ALL OWNERS MUST SIGN EXACTLY AS
NAME(S) APPEAR ON LABEL.

When limited partnership
interests are held by more than
one person, all owners must sign.
When signing as attorney, as
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporation
name by authorized officer. If a
partnership, please sign in
partnership name by authorized
person.

DATED: ______________________, 1998

___________________________________
Signature - Investor 1

___________________________________
Signature - Investor 2

___________________________________
Signature - Investor 3

PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.