UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant to
13d-1(b), (c) and (d) and amendments thereto filed pursuant to
13d-2(b)
(Amendment No. )*
Jones Cable Income Fund 1-B, Ltd.
(Name of Issuer)
Limited Partnership Interests
(Title of Class of Securities)
480090208
(CUSIP Number)
Myron Kaplan, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 18, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on the Following Pages)
(Page 1 of 8 pages)<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Madison/AG Partnership Value Partners II, a
Delaware partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
4,142
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
4,142
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,142
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9378%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
ISA Partnership Liquidity Investors, LLC, a
Delaware limited liability company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
440
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
440
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.5245%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1(a).Name of Issuer:
Jones Cable Income Fund 1-B, Ltd. ("Issuer")
Item 1(b).Address of Issuer's Principal Executive Offices:
9697 East Mineral Avenue
P.O. Box 3309
Englewood, Colorado 80155-3309
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on
Schedule 13G are: Madison/AG Partnership Value Partners
II, a Delaware partnership ("AG II"), and its wholly-owned
subsidiary Madison Partnership Liquidity Investors 30,
LLC, a Delaware limited liability company ("MPLI 30" and
together with AG II, "Madison"), and ISA Partnership
Liquidity Investors, LLC, a Delaware limited liability
company ("ISA").
The controlling partner of AG II is Madison Realty
Partners IV, LLC, a Delaware limited liability company of
which Madison Avenue Investment Partners, LLC, a Delaware
limited liability company ("MAIP"), is the controlling
Member.
The controlling Members of MAIP are The Harmony
Group II, LLC, a Delaware limited liability company of
which Bryan E. Gordon is the Managing Member, and First
Equity Realty, LLC, a New York limited liability company
of which Ronald M. Dickerman is the Managing Member.
The Managing Member of ISA is Madison Realty
Partners 7, LLC, a Delaware limited liability company of
which MAIP is the Managing Member.
Item 2(b).Address of Principal Business Office or, if None,
Residence:
The business address of AG II, MPLI 30, Ronald M.
Dickerman and ISA is 555 Fifth Avenue, 9th Floor,
New York, New York 10017.
The business address of MAIP and Bryan E. Gordon is P.O.
Box 7533, Incline Village, Nevada 89452.
Item 2(c).Citizenship:
See Item 2(a) above.
Item 2(d).Title of Class of Securities
Limited Partnership Interests ("Interests").
Item 2(e).CUSIP Number: 480090208
Item 3. If This Statement is Filed Pursuant to Rule 13d-
1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
(a) Broker or dealer registered under Section 15 of
the Exchange Act.
(b) Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) Insurance company defined in Section 3(a)(19)
of the Exchange Act.
(d) Investment company registered under Section 8
of the Investment Company Act.
(e) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i) A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act;
(j) Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned: The reporting persons
own an aggregate of 4,582 Interests.
(b) Percent of class: Madison has beneficial ownership
of 4,142 Interests constituting 4.9378% of all
outstanding Interests (4,136 of the Interests
beneficially owned by Madison are held by MPLI 30,
constituting 4.9306% of all outstanding Interests).
ISA has beneficial ownership of 440 Interests
constituting .5245% of all of the outstanding
Interests. Together, the reporting persons have
beneficial ownership of 5.4623% of all of the
outstanding Interests.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Madison has sole power to vote or direct the
vote of 4,142 Interests.
ISA has sole power to vote or direct the vote
of 440 Interests.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the
disposition of
Madison has sole power to dispose or direct the
disposition of 4,142 Interests.
ISA has sole power to dispose or direct the
disposition of 440 Interests.
(iv) Shared power to dispose or to direct the
disposition of
Not Applicable.
In accordance with rule 13d-1(k), the reporting
persons have executed a Joint Filing Agreement
annexed hereto as Exhibit A.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Anther Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
See Item 4(b) above.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
<PAGE>
Item 10. Certification.
By signing below each of the undersigned hereby certifies
that, to the best of its knowledge and belief, the
securities referred to above were not acquired and are
not held for the purpose of or with the effect of
changing or influencing the control of the Issuer and
were not acquired and are not held in connection with or
as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: August 28, 1998
MADISON/AG PARTNERSHIP VALUE PARTNERS II
By: Madison Realty Partners IV,
as General Partner
By: Madison Avenue Investment Partners,
LLC, as Member
By:/s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director
ISA PARTNERSHIP LIQUIDITY INVESTORS, LLC
By: Madison Realty Partners 7, LLC,
as Managing Member
By: Madison Avenue Investment Partners,
as Managing Member
By:/s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13G with respect to the Limited Partnership Interests
of Jones Cable Income Fund 1-B, Ltd., dated August 28, 1998 is,
and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned
pursuant to and in accordance with the provisions of Rule 13d-
1(k) under the Securities Exchange Act of 1934, as amended.
Dated as of: August 28, 1998
MADISON/AG PARTNERSHIP VALUE PARTNERS II
By: Madison Realty Partners IV,
as General Partner
By: Madison Avenue Investment Partners,
LLC, as Member
By:/s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director
ISA PARTNERSHIP LIQUIDITY INVESTORS, LLC
By: Madison Realty Partners 7, LLC,
as Managing Member
By: Madison Avenue Investment Partners,
as Managing Member
By:/s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director
