CABLE TV FUND 14-A LTD, PRER14A, 1999-03-04

CABLE TV FUND 14-A LTD
PRER14A, 1999-03-04
RADIOTELEPHONE COMMUNICATIONS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:
[X] Preliminary Proxy Statement

[_] Confidential, for Use of the
[_] Definitive Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

CABLE TV FUND 14-A, LTD.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)

N/A
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[_] No fee required.

[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Limited
Partnership Interests
(2) Aggregate number of securities to which transaction applies: 160,000
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): Pursuant to
Rule 0-11(c)(2), the transaction valuation is based upon the $39,388,667
sales price that is to be paid to the Registrant in connection with the
transaction that is the subject of the proxy solicitation.
(4) Proposed maximum aggregate value of the transaction to the Registrant:
$39,388,667
(5) Total fee paid: $7,878

[X] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

Notes:
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[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 14-A, LTD.

To the Limited Partners of Cable TV Fund 14-A, Ltd.:

A special vote of the limited partners of Cable TV Fund 14-A, Ltd. (the
"Partnership") is being conducted through the mails on behalf of the
Partnership by Jones Intercable, Inc., the general partner of the Partnership
(the "General Partner"), for the purpose of obtaining limited partner approval
of the sale of the Partnership's cable television system serving Calvert
County, portions of Charles County and St. Mary's County and southern Anne
Arundel County, all in the State of Maryland (the "Calvert County System") for
$39,388,667 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 Calvert County System is proposed to be sold to Jones
Communications of Maryland, 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 Calvert County
System and if the transaction is closed, the Partnership will settle working
capital adjustments, and then the Partnership will distribute the
approximately $39,340,000 of net sale proceeds to its partners of record as of
the closing date of the sale of the Calvert County System, which is expected
to be in April 1999. It is expected that at the time of its sale the Calvert
County System will be the only asset of the Partnership. Because at the time
of the Calvert County System's sale, the distributions expected to be made to
limited partners from the Calvert County System's sale and from prior sales of
cable television systems once owned by the Partnership will have returned to
the limited partners more than 125 percent of the amounts originally
contributed to the Partnership by the limited partners, the General Partner
will receive a general partner distribution from the proceeds of the sale of
the Calvert County System. It is estimated that the limited partners, as a
group, will receive $34,203,233 from the sale of the Calvert County System and
that the General Partner will receive a general partner distribution of
$5,136,767 from the net sale proceeds. The limited partner distribution from
the sale of the Calvert County System will represent $214 for each $500
limited partnership interest, or $428 for each $1,000 invested in the
Partnership. Distributions will be net of Maryland non-resident withholding,
if applicable, and distribution checks will be issued to the limited partners'
account registration or pursuant to any special payment instruction of record.
Once the distribution of the net proceeds from the sale of the Calvert County
System has been made, limited partners will
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have received a total return of $721 for each $500 limited partnership
interest, or $1,442 for each $1,000 invested in the Partnership, taking into
account the prior distributions to limited partners made in 1997 and 1998 and
assuming that the distribution from the Calvert County System's sale is made
after distributions from the Partnership's two other pending system sales have
been made. This estimated total return to the limited partners of $1,442 per
$1,000 invested in the Partnership represents an average annual rate of return
of approximately 3.2 percent.

In addition to the Calvert County System, the Partnership owns and operates
the cable television system serving areas in and around Buffalo, Minnesota
(the "Buffalo System") and the cable television system serving areas in and
around Naperville, Illinois (the "Naperville System"), both of which also are
in various stages of being sold. The General Partner currently anticipates
that the Buffalo System and the Naperville System will be sold prior to the
closing of the sale of the Calvert County System, which is expected to occur
in April 1999, but the actual order of the various closings may change
depending upon a variety of timing factors not in the General Partner's
absolute control. The Partnership also has owned the cable television system
serving areas in and around Turnersville, New Jersey (the "Turnersville
System") and cable television systems serving communities in rural central
Illinois (the "Central Illinois System"), both of which were sold in 1997. The
Partnership also has owned a 27 percent interest in the Cable TV Fund 14-A/B
Venture (the "Venture"). The Venture owned and operated the cable television
system serving certain areas in Broward County, Florida (the "Broward System")
until its sale in March 1998.

The Partnership has agreed to sell its Buffalo System to an unaffiliated
party for a sales price of $26,605,000 subject to customary closing
adjustments. The closing of the sale of the Buffalo System, which is expected
to occur in late March 1999, will be subject to several conditions, including
necessary governmental and other third party consents and the approval of the
holders of a majority of the limited partnership interests of the Partnership
in a separate proxy vote conducted by the General Partner in the first quarter
of 1999. Upon the sale of the Buffalo System, which is expected to follow the
sale of the Naperville System and precede the sale of the Calvert County
System, the Partnership expects to distribute the net sale proceeds of
$12,045,000 to the Partnership's limited partners of record as of the closing
date of the sale of the Buffalo System. Because at the time of the Buffalo
System's sale, the distributions expected to be made to limited partners from
the Buffalo System's sale and from prior sales of cable television systems
will not have returned to the limited partners more than 125 percent of the
amounts originally contributed to the Partnership by the limited partners, all
of the net proceeds from the sale of the Buffalo System will be distributed to
the limited partners. The limited partner distribution from the sale of the
Buffalo System will represent $75 for each $500 limited partnership interest,
or $150 for each $1,000 invested in the Partnership.

The Partnership also has agreed to sell its Naperville System to an
unaffiliated party for a sales price of $23,000,000, subject to customary
closing adjustments. The closing of the sale of the Naperville System, which
is expected to occur in early March 1999, also will be subject to several
conditions, including necessary governmental and other third party consents.
The holders of a majority of the limited partnership interests of the
Partnership already have approved the sale of the Naperville System. Upon the
sale of the Naperville System, which is expected to occur before the sale of
the Calvert County System and the sale of the Buffalo System, the Partnership
expects to distribute the net sale proceeds of $9,130,000 to the Partnership's
limited partners of record as of the closing date of the sale of the
Naperville System. Because at the time of the Naperville System's sale, the
distributions expected to be made to limited partners from the Naperville
System's sale and from prior sales of cable television systems will not have
returned to the limited partners more than 125 percent of the amounts
originally contributed to the Partnership by the limited partners, all of the
net proceeds from the sale of the Naperville System will be distributed to the
limited partners. This distribution will represent $57 for each $500 limited
partnership interest, or $114 for each $1,000 invested in the Partnership.

(ii)
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predict whether any of the sale proceeds to be placed in the indemnity escrow
accounts will be available for distribution. After the distribution of the
amounts, if any, remaining in the indemnity escrow accounts, the Partnership
will be liquidated and dissolved, most likely in the fourth quarter of 1999.
Taking into account the distributions that have been or will have been made to
the limited partners of the Partnership from all prior and pending cable
television system sales (excluding escrowed proceeds), the General Partner
estimates that the limited partners of the Partnership will have received a
total return of $721 for each $500 limited partnership interest, or $1,442 for
each $1,000 invested in the Partnership, at the time that the Partnership is
liquidated and dissolved. This estimated total return to the limited partners
of $1,442 per $1,000 invested in the Partnership represents an average annual
rate of return of approximately 3.2 percent.

In voting on the proposed sale of the Calvert County System, limited
partners should carefully review and consider the Special Factors set forth in
detail on pages 4 through 24 of the accompanying Proxy Statement. These
Special Factors include, but are not limited to, the following:

. It is proposed that the Calvert County System be sold to a subsidiary of
the General Partner on terms and conditions that were not subject to arm's-
length negotiation. The terms of the purchase and sale agreement and the
process by which such terms were negotiated should not be deemed to be free
of conflicts of interest because the Partnership does not have any
employees or management other than the employees and management of the
General Partner who represented both the buyer and the seller in the
proposed sale transaction. The employees and management of the General
Partner owe a fiduciary duty to both the Partnership and its limited
partners and to the shareholders of the General Partner.

. The General Partner has determined that its acquisition of the Calvert
County System is in the best interests of its shareholders and that the
Partnership's sale of the Calvert County System is in the best interests of
the Partnership's limited partners. The General Partner's recommendation
that the limited partners approve the transaction and the General Partner's
determination that the transaction is fair to the limited partners should
not be deemed to be free of conflicts of interest because the General
Partner owes a fiduciary duty to the Partnership and its limited partners
in analyzing the transaction as seller and it owes a fiduciary duty to its
own shareholders in analyzing the transaction as purchaser.

. The General Partner's determination that the Calvert County System would
not be marketed for sale to third party buyers, its decision not to
consider having the Partnership sell the Calvert County System to any cable
system operator other than the General Partner, its contracting with
independent appraisal firms to prepare appraisals of the fair market value
of the Calvert County System and its review and acceptance of the
appraisals should not be deemed to be free of conflicts of interest in
light of the General Partner's decision to acquire the Calvert County
System for its own account.

. The General Partner's determination that the Partnership's investment
objectives with respect to the Calvert County System have been achieved,
its consideration of the benefits and risks to the limited partners from a
longer holding period and its conclusion that now is the time for the
Calvert County System to be sold should not be deemed to be free of
conflicts of interest in light of the fact that the General Partner could
not purchase the Calvert County System unless it also determined that now
was the time for the Partnership to sell the Calvert County System.

. The members of the Board of Directors of the General Partner who are not
employees of the General Partner did not vote separately to approve the
transaction. Neither the Board of Directors as a whole nor the independent
directors retained an unaffiliated representative to act solely on behalf
of the limited partners for the purpose of negotiating the terms of the
proposed sale of the Calvert County System and/or preparing a report
concerning the fairness of the proposed sale.

. The proposed $39,388,667 sales price for the Calvert County System is based
on the average of three separate independent appraisals of the Calvert
County System as of February 28, 1998. It is possible that the Calvert
County System could be sold for a higher sales price if it were marketed
and sold to an

(iii)
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unaffiliated cable system operator. Strategis Financial Consulting, Inc.
valued the Calvert County System at $44,602,000. Bond & Pecaro, Inc. valued
the Calvert County System at $39,300,000. Waller Capital Corporation valued
the Calvert County System at $34,264,000. Due to the averaging process, one
of the three appraisals valued the Calvert County System at an amount
greater than the proposed sales price.

Only limited partners of record at the close of business on February 26, 1999
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 Partnership's ability to complete the transaction discussed in the
Proxy Statement and the Partnership's ability to make a distribution to its
limited partners of the net proceeds of the sale of the Calvert County 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 Calvert County 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 proxy card
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 Calvert County System.
Because limited partners do not have dissenters' or appraisal rights in
connection with the proposed sale of the Calvert County 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 15, 1999

(iv)
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[LOGO OF JONES INTERCABLE, INC.]

9697 East Mineral Avenue
Englewood, Colorado 80112

PROXY STATEMENT

VOTE OF THE LIMITED PARTNERS OF CABLE TV FUND 14-A, LTD.

This Proxy Statement is being furnished in connection with the solicitation
of the written consents of the limited partners of Cable TV Fund 14-A, 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 Partnership's
cable television system serving Calvert County, portions of Charles County and
St. Mary's County and southern Anne Arundel County, all in the State of
Maryland (the "Calvert County System") for $39,388,667 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 Calvert
County System is proposed to be sold to Jones Communications of Maryland,
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 15, 1999, 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 15, 1999. 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.
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As of February 26, 1999, the Partnership had 160,000 limited partnership
interests outstanding held by 11,260 persons. There is no established trading
market for such interests. During the past several years, CMG Partners, LLC,
Smithtown Bay, LLC and Madison Partnership Liquidity Investors 46, LLC, three
firms unaffiliated with the Partnership, the General Partner and each other,
have conducted tender offers for interests in the Partnership. As of February
26, 1999, CMG Partners, LLC and its affiliates owned 1,327 limited partnership
interests, or 0.8 percent of the limited partnership interests. As of such
date, Smithtown Bay, LLC and its affiliates owned 1,422 limited partnership
interests, or 0.9 percent of the limited partnership interests. As of such
date, Madison Partnership Liquidity Investors 46, LLC and its affiliates owned
8,004 limited partnership interests, or 5 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 Calvert County 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 240 limited partnership interests. The 240
limited partnership interests owned by the General Partner will be voted in
favor of the proposed transaction. Officers and directors of the General
Partner do not own any limited partnership interests. Only limited partners of
record at the close of business on February 26, 1999 will be entitled to
notice of, and to participate in, the vote.

Upon the consummation of the proposed sale of the Calvert County System, the
Partnership will settle working capital adjustments, and then the Partnership
will distribute the approximately $39,340,000 of net sale proceeds to its
partners of record as of the closing date of the sale of the Calvert County
System, which is expected to be in April 1999. It is expected that at the time
of its sale the Calvert County System will be the only asset of the
Partnership. Because at the time of the Calvert County System's sale, the
distributions expected to be made to limited partners from the Calvert County
System's sale and from prior sales of cable television systems once owned by
the Partnership will have returned to the limited partners more than 125
percent of the amounts originally contributed to the Partnership by the
limited partners, the General Partner will receive a general partner
distribution from the proceeds of the sale of the Calvert County System. It is
estimated that the limited partners, as a group, will receive $34,203,233 from
the sale of the Calvert County System and that the General Partner will
receive a general partner distribution of $5,136,767 from the net sale
proceeds. The limited partner distribution from the sale of the Calvert County
System will represent $214 for each $500 limited partnership interest, or $428
for each $1,000 invested in the Partnership. Distributions will be net of
Maryland non-resident withholding, if applicable, and distribution checks will
be issued to the limited partners' account registration or pursuant to any
special payment instruction of record. Once the Partnership has completed the
distribution of the net proceeds from the sale of the Calvert County System,
limited partners of the Partnership will have received a total return of $721
for each $500 limited partnership interest, or $1,442 for each $1,000 invested
in the Partnership, taking into account the prior distributions to limited
partners made in 1997 and 1998 and assuming that the distribution from the
Calvert County System's sale is made after distributions from the
Partnership's two other pending system sales have been made. This estimated
total return to the limited partners of $1,442 per $1,000 invested in the
Partnership represents an average annual rate of return of approximately 3.2
percent.

2
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and operated the cable television system serving certain areas in Broward
County, Florida (the "Broward System") until its sale in March 1998.

The Partnership has agreed to sell its Buffalo System to an unaffiliated
party for a sales price of $26,605,000, subject to customary closing
adjustments. The closing of the sale of the Buffalo System, which is expected
to occur in late March 1999, will be subject to several conditions, including
necessary governmental and other third party consents and the approval of the
holders of a majority of the limited partnership interests of the Partnership
in a separate proxy vote conducted by the General Partner in the first quarter
of 1999. Upon the sale of the Buffalo System, which is expected to follow the
sale of the Naperville System and precede the sale of the Calvert County
System, the Partnership expects to distribute the net sale proceeds of
$12,045,000 to the Partnership's limited partners of record as of the closing
date of the sale of the Buffalo System. Because at the time of the Buffalo
System's sale, the distributions expected to be made to limited partners from
the Buffalo System's sale and from prior sales of cable television systems
will not have returned to the limited partners more than 125 percent of the
amounts originally contributed to the Partnership by the limited partners, all
of the net proceeds from the sale of the Buffalo System will be distributed to
the limited partners. The limited partner distribution from the sale of the
Buffalo System will represent $75 for each $500 limited partnership interest,
or $150 for each $1,000 invested in the Partnership.

Portions of the proceeds from the Buffalo System sale ($1,200,000) and the
Naperville System sale ($696,000) will be held in indemnity escrow accounts
for varying periods in 1999 following the closings of the sales. The Buffalo
System's indemnity escrow period is for 90 days following the closing date and
the Naperville System's indemnity escrow period is from the closing date until
November 15, 1999. The General Partner cannot predict whether any of the sale
proceeds to be placed in the indemnity escrow accounts will be available for
distribution. After the distribution of the amounts, if any, remaining in the
indemnity escrow accounts, the Partnership will be liquidated and dissolved,
most likely in the fourth quarter of 1999. Taking into account the
distributions that have been or will have been made to the limited partners of
the Partnership from all prior and pending cable television system sales
(excluding escrowed proceeds), the General Partner estimates that the limited
partners of the Partnership will have received a total return of $721 for each
$500 limited partnership interest, or $1,442 for each $1,000 invested in the
Partnership, at the time that the Partnership is liquidated and dissolved.
This estimated total return to the limited partners of $1,442 per $1,000
invested in the Partnership represents an average annual rate of return of
approximately 3.2 percent.

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 the Partnership is dissolved, which is
expected to occur before the end of 1999. See "Certain Information About the
Partnership and the General Partner."

3
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Limited partners should note that there are certain federal and state income
tax consequences of the proposed sale of the Calvert County System, which are
outlined herein under the caption "Federal and State Income Tax Consequences."

The Board of Directors of the General Partner has approved the proposed sale
of the Calvert County 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 outlined in 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 Partnership is equal to the
average of three separate, independent appraisals of the fair market value of
the Calvert County System, the Board of Directors of the General Partner has
concluded that the consideration to be paid to the Partnership for the Calvert
County 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 Calvert County 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 proxy card
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 Calvert County
System. Because limited partners do not have dissenters' or appraisal rights
in connection with the proposed sale of the Calvert County 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 approximate date on which this Proxy Statement and Form of Proxy are
being sent to limited partners is March 15, 1999.

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.

Sales of the Partnership's limited partnership interests commenced on
December 3, 1986 and the Partnership was formed in February 1987 when
subscriptions for the minimum offering amount were received. Sales of limited
partnership interests closed on August 14, 1987 by which time the Partnership
had raised gross offering proceeds of $80,000,000. The Partnership acquired
the Calvert County System in September 1987.

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

4
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investment objectives in the Cable TV Fund 14 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 Calvert County System until market conditions
improved, and as a result the Calvert County System has been held by the
Partnership for more than 11 years.

The purpose of the sale of the Calvert County System, from the Partnership's
perspective, is to attain the Partnership's primary investment objective with
respect to the Calvert County System, i.e., to convert the Partnership's
capital appreciation in the Calvert County System to cash. The sale proceeds
will be used to repay Partnership debts, to pay certain fees and expenses of
the transaction and to settle working capital adjustments, and then the
remaining sale proceeds will be distributed to the limited partners of the
Partnership in accordance with the distribution procedures established by the
Partnership Agreement. The sale of the Calvert County System is thus the
necessary final step in the Partnership's accomplishment of its investment
objectives with respect to the Calvert County System.

All distributions of the Partnership from the proceeds of the sale of cable
television systems are to be distributed 100 percent to the limited partners
until the limited partners receive an amount equal to 125 percent of their
initial capital contributions, and thereafter all such distributions are to be
shared 75 percent to the limited partners and 25 percent to the General
Partner. Because the distribution to be made to the limited partners from the
sale of the Calvert County System together with all distributions that will
have been made to the limited partners at the time of the Calvert County
System's sale (assuming that the Calvert County System's sale closes after the
pending sales of the Partnership's Buffalo System and Naperville System close)
will return to the limited partners more than 125 percent of the capital
initially contributed by the limited partners to the Partnership, the General
Partner will receive a general partner distribution from the Calvert County
System's sale proceeds. Should either of these other cable television systems
owned by the Partnership close after the sale of the Calvert County System,
however, the General Partner would not receive a general partner distribution
from the net proceeds of the sale of the Calvert County System because in such
case the limited partners would not have received distributions equal to or in
excess of 125 percent of the capital initially contributed by the limited
partners to the Partnership. Regardless of the order of the closings of the
pending cable system sales, the General Partner is expected to receive a total
of only approximately $5,233,000 in general partner distributions from the
Partnership.

Prior Acquisitions and Prior and Pending Sales

The Partnership was formed in February 1987 as a Colorado limited
partnership in connection with a public offering of its limited partnership
interests. The Partnership has owned five cable television systems directly.
In addition to the Calvert County System, the Buffalo System and the
Naperville System, all of which are currently being sold, the Partnership
owned the Turnersville System and the Central Illinois System, both of which
were sold in 1997. In addition, in January 1988, the Partnership and Cable TV
Fund 14-B, Ltd. ("Fund 14-B"), another public partnership managed by the
General Partner, formed the Cable TV Fund 14-A/B Venture (the "Venture"). The
Partnership contributed $18,975,000 to the capital of the Venture for a 27
percent ownership interest and Fund 14-B contributed $51,025,000 to the
capital of the Venture for a 73 percent ownership interest. The Venture was
formed to pool the financial resources of Fund 14-B and the Partnership, two
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 each of the partnerships could acquire on its
own. The Venture owned the Broward System, which was sold in March 1998.

Limited partners of the Partnership have received distributions from the
prior system sales totaling approximately $60,000,000. All distributions to
date have given the Partnership's limited partners an approximate return of
$375 for each $500 limited partnership interest, or $750 for each $1,000
invested in the

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Partnership. The Partnership intends to make a distribution of approximately
$34,203,233 to the limited partners, representing the limited partners'
portion of the net proceeds of the sale of the Calvert County System. This
distribution will give the Partnership's limited partners an additional return
of $214 for each $500 limited partnership interest, or $428 for each $1,000
invested in the Partnership. The Partnership intends to make a distribution of
approximately $12,045,000 to the limited partners, representing the limited
partners' portion of the net proceeds of the sale of the Buffalo System, and
the Partnership intends to make a distribution of approximately $9,130,000 to
the limited partners, representing the limited partners' portion of the net
proceeds of the sale of the Naperville System. Taking into account the
distributions from the sales of the Turnersville System, the Central Illinois
System, the Broward System, the Buffalo System, the Naperville System and the
Calvert County System (excluding escrowed proceeds), the limited partners of
the Partnership can expect to receive a total return of $721 for each $500
limited partnership interest, or $1,442 for each $1,000 invested in the
Partnership. This estimated total return to the limited partners of $1,442 per
$1,000 invested in the Partnership represents an average annual rate of return
of approximately 3.2 percent.

The General Partner's Objectives

The purpose of the Calvert County System's sale from the General Partner's
perspective is to enable the Partnership to sell the Calvert County 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 largest
cable television system operators in the United States, with owned and managed
systems totaling in excess of one 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 Calvert County System is adjacent
to the General Partner's Maryland/Virginia cluster and the General Partner
desires to add the Calvert County System to its Maryland/Virginia cluster.

In contrast to the Partnership, which is a 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 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 Calvert County System
satisfies this objective of the General Partner. The General Partner also may
be in a better position than the Partnership to access both debt and equity to
finance the long-term development of the Calvert County System. The General
Partner may be able to leverage the Calvert County System at a higher level
than the Partnership has done and, accordingly, the General Partner may be
able to generate a greater return on its investment in the Calvert County
System than the Partnership 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 Calvert County 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 Calvert
County 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 the Calvert County System will be the Partnership's sole remaining
asset at the time of its sale, the sale of the Calvert County System is being
submitted for limited partner approval.

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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 Calvert County System has been held by the Partnership for at least three
years and the purchase price to be paid to the Partnership is equal to the
average of three separate, independent appraisals of the fair market value of
the Calvert County System obtained at the General Partner's expense, these
requirements of the Partnership Agreement have been satisfied.

Reasons for the Timing of the Sale

The Partnership has a finite legal existence of 17 years, 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 Partnership to sell the
Calvert County System. The General Partner's determination that the Calvert
County System should be sold should not be deemed to be free of conflicts of
interest, however, in light of the fact that the General Partner was a
potential purchaser of the Calvert County System. During the years that the
Partnership has owned and operated the Calvert County 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 Kevin P. Coyle, the General Partner's Vice President/Finance
and Chief Financial Officer, has monitored the performance of the Calvert
County System. The General Partner has overseen the Calvert County System's
growth in the number of homes passed, the miles of cable plant and the number
of basic and premium subscribers. The General Partner's management has
regularly reviewed the Calvert County System's budgets, it has examined the
Calvert County System's liquidity and capital needs and it has carefully
monitored the Calvert County System's revenue and cash flow growth to confirm
that the Partnership's primary investment objective, i.e., capital
appreciation in the Calvert County System, was being achieved.

The General Partner concluded in 1998 that, because the Calvert County
System met the General Partner's objective of acquiring cable systems adjacent
to its Maryland/Virginia cluster, the General Partner would proceed to acquire
the Calvert County System pursuant to the conditions of Section 2.3(b)(iv)(b)
of the Partnership Agreement. The General Partner accordingly did not market
the system for sale and did not solicit third party buyers for the Calvert
County System but instead contracted with independent appraisal firms to
prepare appraisals of the fair market value of the Calvert County System so
that the General Partner could determine the price it would offer to pay for
the Calvert County System. The three appraisals obtained by the General
Partner valued the Calvert County System at $44,602,000, $39,300,000 and
$34,264,000, respectively. 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 Calvert County System
would be $39,388,667. The General Partner's senior management also agreed that
this was a fair price and accepted it on behalf of the Partnership. See
"Special Factors, The Appraisals." The General Partner's decision to acquire
the Calvert County System for its own account, its determination that the
Partnership would not market the system for sale and not solicit third party

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<PAGE>

buyers for the system, its contracting with independent appraisal firms to
prepare appraisals of the fair market value of the Calvert County System and
its review and acceptance of the appraisals should not be deemed to be free of
conflicts of interest in light of the fact that the General Partner has
determined that it would be in the best interests of the General Partner and
its shareholders for the General Partner to acquire the Calvert County System.

No arm's-length negotiations of the terms of the purchase and sale agreement
were conducted because the Partnership does not have any employees or
management other than the employees and management of the General Partner. 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 on June 29, 1998 by officers of the General
Partner both on behalf of Jones Communications of Maryland, Inc. as buyer and
on behalf of the Partnership as seller. The terms of the purchase and sale
agreement and the process by which such terms were negotiated should not be
deemed to be free of conflicts of interest in light of the fact that
management of the General Partner, which owes a fiduciary duty to both the
Partnership and its limited partners and to the shareholders of the General
Partner, represented all of the parties in the negotiation of the purchase and
sale agreement.

A written memorandum to the General Partner's Board of Directors from the
General Partner's management outlining the terms of the transaction, including
the means by which management had determined the sales price for the Calvert
County System, the results of the three appraisals, the operating and
financial statistics of the Calvert County System and the reasons why Jones
Communications of Maryland, Inc. should purchase the Calvert County 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 June 16, 1998. 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 draft purchase and sale agreement. As discussed
below, the Board of Directors unanimously concluded 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
Calvert County System was acquired by the Partnership in September 1987
because, in the opinion of the General Partner at the time of the Calvert
County 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 over 11 years that the Calvert County System has been held by the
Partnership, the Partnership's investment objectives with respect to the
Calvert County 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 investors and the amount of gain to be
recognized on the sale of assets. The General Partner's conclusion that the
Partnership's investment objectives with respect to the Calvert County System
have been achieved should not be deemed to be free of conflicts of interest in
light of the fact that the General Partner could not purchase the Calvert
County System unless it also determined that now was the time for the
Partnership to sell the Calvert County System.

The Calvert County System was acquired by the Partnership in September 1987
for an aggregate purchase price of approximately $12,198,000. At acquisition,
the Calvert County System consisted of 508 miles of cable plant passing 14,380
homes and serving 5,535 basic equivalent subscribers with 11,160 premium
units. The Calvert County System now consists of approximately 818 miles of
cable plant passing 26,330 homes and serving 18,565 basic equivalent
subscribers with 16,990 premium units. During the holding period, the
Partnership used approximately $17,680,000 in capital expenditures to expand
the cable plant of the Calvert County System. The increase in the value of the
Calvert County System during the holding period is demonstrated by the fact
that the Calvert County System was purchased for $12,198,000 and the Calvert
County System is proposed to be sold for $39,388,667, a difference of
$27,190,667.

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In evaluating whether now was the time for the Partnership to sell the
Calvert County System, the General Partner generally considered the benefits
to the limited partners that might be derived by the Partnership's holding the
Calvert County System for an additional period of time. The General Partner
assumed that the Calvert County System might continue to appreciate in value
and, if so, the Calvert County System would be able to be sold for a greater
sales price in the future. The General Partner weighed these assumptions about
the Calvert County 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 Calvert County 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 Calvert County
System's basic and premium services, thereby decreasing the value of the
Calvert County 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 Calvert County
System. The General Partner's decision to sell the Calvert County System was
greatly influenced by the fact that the originally contemplated holding period
had been exceeded. The General Partner's consideration of the benefits and
risks to the limited partners from a longer holding period should not be
deemed to be free of conflicts of interest in light of the fact that the
General Partner could not purchase the Calvert County System unless it also
determined that now was the time for the Partnership to sell the Calvert
County System.

The General Partner determined that it is in a better position than the
Partnership to bear the risks of investment in the Calvert County 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. 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 Calvert County System were to
develop, the General Partner would be in a better position than the
Partnership to finance the marketing campaigns or technological improvements
necessary to meet such competition. This analysis too should not be deemed to
be free of the conflicts of interest of the General Partner.

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 Calvert County System to cash through the sale of
the Calvert County System.

Certain Effects of the Sale

Upon consummation of the sale of the Calvert County System, which is
expected to occur in April 1999, the Partnership will settle working capital
adjustments, and then the Partnership will distribute the net sale proceeds
(approximately $39,340,000) to its partners of record as of the closing date
of the sale of the Calvert County System pursuant to the terms of the
Partnership Agreement. It is expected that at the time of its sale the Calvert
County System will be the only asset of the Partnership. Because at the time
of the Calvert County System's sale, the distributions expected to be made to
limited partners from the Calvert County System's sale and from prior sales of
cable television systems once owned by the Partnership will have returned to
the limited partners more than 125 percent of the amounts originally
contributed to the Partnership by the limited partners, the General Partner
will receive a general partner distribution from the proceeds of the sale of
the Calvert County System. It is estimated that the limited partners, as a
group, will receive $34,203,233 from the sale of the Calvert County System and
that the General Partner will receive a general partner distribution of
$5,136,767 from the net sale proceeds. The limited partner distribution from
the sale of the Calvert County System will represent $214 for each $500
limited partnership interest, or $428 for each $1,000 invested in the
Partnership. Once the distribution of the net proceeds from the sale of the
Calvert County System has been made, limited partners will have received a
total return of $721 for each $500 limited partnership interest, or $1,442 for
each $1,000 invested in the Partnership, taking into account the prior
distributions to limited partners made in 1997 and 1998 and assuming that the
distribution from the Calvert County System's sale is made after the
distributions from the sales of the Buffalo System and the Naperville System
have been made. This estimated total return to the limited

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partners of $1,442 per $1,000 invested in the Partnership represents an
average annual rate of return of approximately 3.2 percent. The limited
partners will be subject to federal and state income tax on the income
resulting from the sale of the Calvert County System. See the detailed
information below under the caption "Federal and State Income Tax
Consequences."

Another effect of the sale is that it will result in an indirect wholly
owned subsidiary of the General Partner acquiring the Calvert County System.
Thus, as a result of this transaction, the General Partner will make a
substantial equity investment in the Calvert County System and it will have a
greater equity ownership interest in the Calvert County System than it does
now as the general partner of the Partnership. The General Partner will have a
100 percent interest in any future capital appreciation of the Calvert County
System. The General Partner's acquisition of the Calvert County 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 Calvert County System to its
Maryland/Virginia cluster of systems. 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 Partnership, the General Partner earns management
fees and receives reimbursement of its direct and indirect expenses allocable
to the operation of the Calvert County System. The General Partner's right to
receive such fees and reimbursements related to the Calvert County System will
terminate on the Partnership's sale of the Calvert County System.

Neither Colorado law nor the Partnership Agreement afford dissenters' or
appraisal rights to limited partners in connection with the proposed sale of
the Calvert County 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.

All distributions to the limited partners of the Partnership from the
proceeds of the sale of the Calvert County System will be made to the
Partnership's limited partners of record as of the closing date of the sale of
the Calvert County System, which is expected to be in April 1999. Because
transferees of limited partnership interests following the closing date of the
sale of the Calvert County System would not be entitled to any distributions
from the Partnership, a transfer of limited partnership interests following
the closing date of the sale of the Calvert County System would have no
economic value. The General Partner therefore has determined that, pursuant to
the authority granted to it by Section 3.5 of the Partnership Agreement, it
will approve no transfers of limited partnership interests following the
closing of the sale of the Calvert County System. Sales of limited partnership
interests pursuant to tender offers, in the secondary market or otherwise will
not be possible following the closing of the sale of the Calvert County
System.

Recommendation of the General Partner and Fairness of the Proposed Sale of
Assets

The General Partner believes that the proposed sale of the Calvert County
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 Calvert County System and its fairness determination
should not be deemed to be free from conflicts of interest, however, in light
of the fact that one of its subsidiaries is the proposed purchaser of the
Calvert County System. Because the purchaser of the Calvert County 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 June 16, 1998
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:

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(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 Calvert County System will provide limited partners with liquidity
and with the means to realize the appreciation in the value of the Calvert
County System;

(ii) the sales price represents a fair market valuation of the Calvert
County System as determined by the average of three separate appraisals of
the Calvert County System by qualified independent appraisers;

(iii) the Partnership has held the Calvert County 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 Partnership is engaged, including the developing threat of
competition from DBS services and telephone companies, and the working
capital and other financial needs of the Partnership if it were to continue
to own the Calvert County System;

(v) the terms and conditions of the purchase and sale agreement,
including the fact that the sales price will be paid in cash, the fact that
the Partnership was not required to make many of the representations and
warranties about the Calvert County 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 Partnership will pay no brokerage
fees upon the sale of the Calvert County System, which it likely would have
paid if the Calvert County 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 Calvert County System, providing
them with current and historical profit and loss statements for the Calvert
County 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 Littlerock System at
$39,300,000, because such firm's valuation procedures, assumptions and
methodologies 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 $39,300,000 value placed on the Calvert County System
by Bond & Pecaro, Inc., but the Board did consider the fact that the value
determined by this appraisal firm was the closest of the three appraisals to
the average of the three appraisals and concluded that this fact supported its
fairness determination. The General Partner did not conduct its own analysis
of the value of the Calvert County System.

In making its fairness determination, the General Partner's Board of
Directors did not consider that certain of the fair market valuations of the
Calvert County System exceed the sales price by significant amounts. Because
it was the methodology for determining the sales price mandated by the
Partnership Agreement, the General Partner's Board of Directors considered the
fact that the sales price to be paid to the Partnership for the Calvert County
System was determined by averaging three independent appraisals of the fair
market value of the Calvert County System to be very persuasive evidence of
the fairness of the proposed transaction. As provided in Section 2.3(b)(iv)(b)
of the Partnership Agreement, the General Partner may purchase a cable
television system from the Partnership if the price paid to the Partnership 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
Partnership a sales price equal to the higher 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.

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The General Partner considered the fact that the $39,388,667 purchase price
to be paid to the Partnership for the Calvert County System was determined by
the average of three independent appraisals of the fair market value of the
Calvert County 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 Calvert County 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 Calvert County 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 Calvert County 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 $39,388,667 purchase price represents the current fair market value of
the Calvert County System on a going concern basis. The $39,388,667 purchase
price for the Calvert County System also compares favorably to the $11,785,758
net book value of the Calvert County System at September 30, 1998. 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 Calvert County 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 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.

During the past several years, however, several limited partners of the
Partnership who are not in any other way affiliated with the Partnership or
with the General Partner conducted tender offers for interests in the
Partnership at prices ranging from $160 to $305 per $500 limited partnership
interest. The $214 per $500 limited partnership interest to be distributed to
limited partners from the net proceeds of the Calvert County System's sale
compares favorably to these tender offer prices, especially in light of the
fact that the tender offer prices theoretically reflected the distribution
made to limited partners from the Broward System sale ($159 per $500 limited
partnership interest), the distributions to be made to limited partners from
the Buffalo System and the Naperville System sales ($132 per $500 limited
partnership interest) and the distribution to be made to limited partners from
the sale of the Calvert County System.

The fact that the Partnership has held the Calvert County 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 limited 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

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investors that someone other than the Partnership take on the uncertainties
and risks involved in continuing to own and operate the Calvert County 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 Partnership 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 Calvert County System, the Partnership has not
been required to make many of the representations and warranties about the
quality of the Calvert County System's tangible assets, the quantity of the
Calvert County System's subscribers or the validity of the Calvert County
System's intangible assets customarily found in cable television system
transactions. The Partnership likely would have been required to give such
representations and warranties to an unaffiliated party if the Calvert County
System were being sold to an unaffiliated party. In addition, the Partnership
is not required to indemnify the purchaser for defects discovered by the
purchaser after the closing. This frees the Partnership from having to reserve
a portion of the sale proceeds to cover typical indemnification obligations.
The Partnership also will pay no brokerage fee in connection with the sale of
the Calvert County System, which it likely would have paid if the Calvert
County System were being sold to an unaffiliated party. This will result in
more funds from the sale being available for distribution to the Partnership's
limited 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 $428 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 Calvert County 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 Calvert County System, the
proposed sale will deprive the limited partners of an opportunity to
participate in the actual future growth of the Calvert County System, if any.
The General Partner nevertheless concluded that the cash distributions to the
limited partners of the Partnership from the sale of the Calvert County System
outweighed these consequences.

As disclosed above, the proposed transaction is subject to various 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 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 one of the Partnership's cable television
systems will be sold to the General Partner or one of its affiliates and not
to an unaffiliated third party. This 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 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 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 conflicts of interest inherent in any such transaction. The
fact that these procedures have been carried out in connection with the
Partnership's proposed sale of the Calvert County System, together with the
fact that the transaction also is conditioned upon

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receipt of the approval of the holders of a majority of the Partnership's
limited partnership interests, 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 Calvert County System and/or preparing a report
concerning the fairness of the proposed sale. While the directors of the
General Partner 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 Calvert County System's fair market value. The
members of the Board of Directors relied on Section 2.3(b)(iv)(b) of the
Partnership Agreement, which permits the General Partner to purchase the
Calvert County System. The members of the Board of Directors 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 Calvert County System determined by the appraisers were fair
and were within the industry norms for comparable transactions. All 13
directors of the General Partner participated in the June 16, 1998 meeting to
discuss and vote on the Partnership's sale of the Calvert County System to the
General Partner. Each of Messrs. Glenn R. Jones, James B. O'Brien, Josef J.
Fridman, Robert Kearney, Siim A. Vanaselja, 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. No
director of the General Partner expressed any reservations about the fairness
of the transaction to the limited partners of the Partnership.

The General Partner determined that the Calvert County System would not be
marketed for sale to third party buyers and the General Partner did not
consider having the Partnership sell the Calvert County System to any cable
system operator other than the General Partner (or one of its affiliates). It
is anticipated that if the proposed transaction is not consummated, the
General Partner's current management team will continue to manage the Calvert
County System on behalf of the Partnership until such time as the Calvert
County 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 Partnership'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 the Calvert County System done
prior to the General Partner's decision to buy the system from the Partnership
was done as of July 31, 1997 by Strategis Financial Consulting, Inc., which
valued the Calvert County System as of such date at $41,101,000. This prior
appraisal was not used by the General Partner's management in determining the
sales price that the General Partner would offer for the Calvert County 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
Calvert County System, in 1998 the General Partner retained Strategis
Financial Consulting, Inc., Bond & Pecaro, Inc. and Waller Capital Corporation
to prepare separate appraisals of the fair market value of the Calvert County
System as of February 28, 1998. 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 Calvert County
System. Upon receipt of the three appraisal reports, 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 were then submitted
to the Board of Directors of the General Partner for review. As disclosed
above, the Board of Directors

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of the General Partner unanimously approved the transaction based upon a price
determined by averaging these three appraisals.

The written appraisal reports 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 Calvert County System and
with the same current subscriber reports. The appraisers also gathered
information about the Calvert County 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 Calvert County System and from conversations with
the Calvert County System's management team. From this information, the
appraisers used their independent analyses to project cash flow, determine
growth of homes passed, the Calvert County System's future penetration and
possible rate adjustments. The appraisals thus reflect the application of the
appraisers' expertise to the data about the Calvert County System supplied by
the General Partner.

The General Partner's $39,388,667 offer for the Calvert County System was
based on the three separate, independent appraisals of the Calvert County
System prepared by Strategis Financial Consulting, Inc., Bond & Pecaro, Inc.
and Waller Capital Corporation as of February 28, 1998. Strategis Financial
Consulting, Inc. concluded that the Calvert County System's overall fair
market value as of February 28, 1998 was $44,602,000. Bond & Pecaro, Inc.
concluded that the Calvert County System's overall fair market value as of
February 28, 1998 was $39,300,000. Waller Capital Corporation concluded that
the Calvert County System's overall fair market value as of February 28, 1998
was $34,264,000.

The General Partner believes that the three appraisals were current as of
June 16, 1998, the date that the General Partner's Board of Directors made its
fairness determination, and as of June 29, 1998, the date on which the
purchase and sale agreement was executed. In the General Partner's view, the
assumptions regarding system operations and the cable television system
marketplace for cable systems comparable in size, technical capability and
prospects for subscriber and revenue growth underlying the three appraisals
have generally remained unchanged since the date of the appraisals.

Strategis Financial Consulting, Inc., one of the independent appraisers
hired by the General Partner to determine the fair market value of the Calvert
County System, is one of the firms hired to appraise the Tampa, Florida,
Palmdale, California and Littlerock, California cable television systems
formerly owned by several partnerships of which the General Partner also is
general partner when they were proposed to be sold to subsidiaries of the
General Partner. Bond & Pecaro, Inc., another of the independent appraisers
hired by the General Partner to determine the fair market value of the Calvert
County System, is one of the firms hired to appraise the Palmdale system and
the Littlerock system when they were proposed to be sold to subsidiaries of
the General Partner. The sales of the Tampa system and the Palmdale system and
the Littlerock system are subjects of separate lawsuits challenging the sales
prices paid by subsidiaries of the General Partner for the Tampa system and
the Palmdale system and the Littlerock system. Strategis Financial Consulting,
Inc. and Bond & Pecaro, Inc. applied the same methodologies in valuing the
Calvert County System as they employed in valuing these other cable systems.
Bond & Pecaro, Inc. also serves as the General Partner's expert witness in the
Tampa lawsuit.

The Strategis Appraisal

Strategis Financial Consulting, 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

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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
Calvert County 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 Calvert County 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 Calvert County System as a going concern. The first
method used a multiple of the prior 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 Calvert County System's
February 1998 operating income annualized. The third method applied a slightly
lower multiple of projected operating income from the period March 1998
through February 1999. 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 Calvert County 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 Calvert County 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 prior year's operating
income of the Calvert County System derived from comparable asset values of
certain cable companies. The cable companies used to generate baseline values
for this methodology included Adelphia Communications Corporation, Cablevision
Systems Corporation, Century Communications Corp., Comcast Corporation, Cox
Communications, C-TEC, EW Scripps, Grupo Televisa, Knight-Ridder, Media
General, TCA Cable TV, Inc., Telecommunications, Inc., Time Warner, United
International Holdings, US West MediaOne Group, the Washington Post and the
General Partner. Strategis determined, based upon 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 Calvert County System would
be unlikely to sell for less than 10 times its past year's operating income
and would be unlikely to sell for more than 11 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
Calvert County System's operating income over the projection term. The average
annual growth rate in operating cash flow is approximately 8 percent on
Strategis' model. The inverse of the capitalization rate implies multiples of:

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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, the implied high and low multiples, if applied to trailing twelve
months operating cash flow, would not provide an adequate estimate of value
for a mature cable system such as the Calvert County System. The multiples
ultimately used by Strategis in its first valuation method, 10 and 11, as
adjusted from the capitalization rate approach, in Strategis' judgment
appropriately reflect the value of the Calvert County System. This method
resulted in an estimated fair market value ranging from a low of $44,930,820
to a high of $49,423,902 for the Calvert County System.

The second valuation method used a lower multiple of the Calvert County
System's February 1998 operating income annualized. Strategis determined,
again based on its expertise and knowledge of the cable television industry, a
"low" multiple of 9.5 and a "high" multiple of 10.5, concluding that a system
comparable to the Calvert County System would be unlikely to sell for less
than 9.5 times the dollar amount of its annualized current month's operating
income and would be unlikely to sell for more than 10.5 times the dollar
amount of its annualized current month's operating income. These multiples are
based on the calculations described above for the first valuation method but
they 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 $45,203,898 to a high of $49,962,203 for the Calvert
County System.

The third valuation method applied a slightly lower multiple of projected
operating income from March 1998 through February 1999 of the Calvert County
System. For this valuation, Strategis first estimated, through its own
analyses of current financial and operating data provided by the General
Partner, operating income for the Calvert County System from March 1998
through February 1999. The projection of operating income for this third
valuation method is the sum derived by subtracting projected operating
expenses from projected revenues of the Calvert County System to be generated
during the first twelve months following the valuation date. Strategis
projected growth in 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 be sold to
subscribers and the rates charged for programming, associated equipment
rentals and service installations. Operating expenses were projected by
Strategis based on the Calvert County System's actual historical expenses and
Strategis' familiarity with cable system operating expenses typical for a
system of the Calvert County 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, Strategis set a
"low" multiple of 9 and a "high" multiple of 10 concluding that a system
comparable to the Calvert County System would be unlikely to sell for less
than 9 times the system's projected operating income for the following year
and would be unlikely to sell for more than 10 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 $43,694,572 to a high of $48,549,524 for the Calvert
County 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 Calvert County System. This method involved the
use of projected operations for the Calvert County 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 its 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
Calvert County 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 1996 and 1997 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-listed 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 1.06 and that the median beta for this same group
of companies was 1.11. It determined that the equity risk premium was 12.7
percent based upon average annual premiums over 1988 to 1997 as calculated in
Ibbotson Associates' Stocks, Bonds, Bills and Inflation (SBBI) Yearbook 1998.
Strategis also found that the risk-free rate was 5.7 percent, which was the
yield on intermediate term government bonds as of February 1998. This
statistic was derived from the SBBI Yearbook 1998. The calculations are as
follows:

(1.06* 12.7%) + 5.7% = 19.2% Required Return on Equity

(1.11* 12.7%) + 5.7% = 19.8% Required Return on Equity

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

19.2%* (1-.34) = 12.7%

19.8%* (1-.34) = 13.1%

Based on Strategis' professional judgment, in Strategis' opinion these
calculations provide reasonable support for the use of 12 percent as the high
and 14 percent 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 Calvert County System's
revenues would grow from $9,991,496 in 1999 to $17,561,310 in 2005; that the
Calvert County System's operating expenses would grow from $5,136,544 in 1999
to $8,033,004 in 2005; and that net loss of $1,591,481 in 1999 would decrease
to a net loss of $534,114 in 2005. In Strategis' "low" analysis, revenues and
operating expenses are projected to increase to the same levels by 2005, but
net loss of $1,462,869 in 1999 is projected to become net loss of $317,027 in
2005. Strategis projected that the Calvert County System would add cable plant
between 1999 and 2005, resulting in growth of the Calvert County System's
cable plant from 826 miles in 1999 to 1,053 miles in 2005. Strategis projected
that the number of homes passed by the Calvert County System would grow from
27,261 in 1999 to 35,080 in 2005. Strategis projected that basic subscribers
would grow from 18,300 in 1999 to 24,685 in 2005. Strategis projected basic
penetration of the Calvert County System increasing from 68.1 percent in 1999
to 70.4 percent in 2005. Strategis projected that premium television
subscriptions would grow from 16,984 in 1999 to 21,680 in 2005. Strategis
estimated that the Calvert County System would take moderate rate increases
between 1999 and 2005,

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<PAGE>

with, for example, a 5 percent increase in basic rates in 2000 and 3 percent
increases in basic 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 converter rentals and
installations would average 3 percent per year. These projections, if true,
would result in an increase in basic rates from $16.37 in 1999 to $19.83 in
2005, and an increase in the rates for the expanded basic tier from $13.50 in
1999 to $19.53 in 2005. 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 $41,418,273 to a high of
$45,120,722 for the Calvert County 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 Calvert County 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 Calvert County System, plus the last-year residual value of
the Calvert County System less capital expenditures, were discounted to the
present time at an acceptable discount factor based on the weighted average
cost of money. Strategis used the return on investment model, like the return
on equity model, to generate low and high values for the system. This method
indicated the present value of the future pre-tax operating cash flows and
reflected more conservative and more optimistic assumptions, respectively, as
to the likely return on investment that the system will generate over time.
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. These discount rates were calculated by Strategis to
represent the investor's expected return on capital, i.e., the rate of return
that reasonably reflects the risk being undertaken by the investor. The
discount rates incorporate systematic risk using the CAPM, which measures the
sensitivity of the return on investment to changes in the return for the
market as a whole. Strategis also considered in its selection of the discount
rates unsystematic risk, which is any risk premium directly associated with
the cable television industry and the Calvert County System in particular.
Thus, internal risk factors such as the possibility of competition, municipal
and customer relations, rate structure and franchise stability were examined
in the selection of the high and low discount rates. The discount rates used
in the fifth valuation method were determined by the "band of investment"
method, that is the rates are based on averages of the rates applicable to
equity and the cost of debt weighted in the proportions that are utilized for
the system. This method resulted in an estimated fair market value ranging
from a low of $41,255,147 to a high of $44,745,011 for the Calvert County
System.

Strategis' valuation methodologies resulted in differing values for the
Calvert County 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 date of the
appraisal. 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 Calvert
County System in early 1998, interviews with the Calvert County System's
onsite management team and general cable television industry information. The
fair market value appraisal of $44,602,000 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
Calvert County System, the General Partner paid Strategis a fee of $12,500.
Such fee was not contingent upon the conclusion reached by

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<PAGE>

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 $328,800 during the two years ended December 31, 1998.

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 2,500
media properties. Bond & Pecaro was selected by the General Partner to render
an opinion as to the fair market value of the Calvert County System in light
of such overall qualifications and because of the firm's good reputation in
the industry. No limitations were imposed with respect to the appraisal to be
rendered by Bond & Pecaro. Bond & Pecaro has prepared independent appraisals
of other cable television systems owned and/or managed by the General Partner.
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 Calvert County System as of February 28, 1998.
The firm developed a discounted cash flow analysis to determine the value of
the Calvert County System based upon its economic potential. Bond & Pecaro
noted that it is generally accepted that the value of a telecommunications
business such as a cable television system lies in the fact that it is a
"going concern." That is, a cable system's value reflects the revenues and,
ultimately, the after-tax cash flow that the business may reasonably be
expected to generate over a period of years. The potential resale value of the
business at the end of that period is also an important factor in the
valuation of such properties. Bond & Pecaro noted that a number of factors
contributed to going concern value, including the formation of a business
plan, the construction of the system headend facility, the development of a
functional general, administrative and technical organization, the
establishment of a sales and marketing organization and the coordination of
all of these functions into a well-defined and efficient operating
organization. As described below, Bond & Pecaro's discounted cash flow model
incorporates variables such as capital expenditures, homes passed by the
system, basic penetration, pay penetration, system revenue projections,
anticipated system operating expenses and profits and various discount rates.
The variables used in the analysis reflect historical system and market growth
trends as well as anticipated system performance and market conditions. The
capital expenditures provision reflects the amount of investment that Bond &
Pecaro projected will be required to expand and maintain a competitive cable
television business in the Calvert County, Maryland area. Bond & Pecaro's
discounted cash flow projection period of ten years was deemed by the firm to
be an appropriate time horizon for the firm's analysis because cable operators
and investors typically expect to recover their investments within a ten-year
period. Thus, it was over this period that projections regarding market
demographics, system basic and pay penetration, and operating profit margins
were made by Bond & Pecaro. Bond & Pecaro looked at the ten year period to
project household growth in the Calvert County area, anticipated market
penetration percentages and system operating performance expectations in order
to project the Calvert County System's operating profits during the next ten
years. The firm deducted income taxes from the projected operating profits to
determine after-tax net income. Depreciation and amortization expenses were
added back to the after-tax income stream and projected capital expenditures
were subtracted to calculate the Calvert County System's net after-tax cash
flow. Bond & Pecaro then adjusted the stream of annual cash flow to present
value using a discount rate the firm deemed appropriate for the cable
television industry. To determine the Calvert County System's residual value
at the end of the ten-year projection period, Bond & Pecaro applied an
operating cash flow multiple of 12 to the system's 2008 operating cash flow
projection. In Bond & Pecaro's opinion the terminal value represents the
hypothetical value of the system at the end of the projection period and the
net terminal value was discounted to present value. The results of Bond &
Pecaro's analysis indicated to the firm that the value of the Calvert County
System as of February 28, 1998 was $39,300,000. In order to verify the results
of the discounted cash flow analysis, as described below, 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.

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<PAGE>

Bond & Pecaro reported that the initial parameter upon which its discounted
cash flow projection was based was 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 Calvert
County System's franchise area will increase at a rate equivalent to the
average household growth projected for the areas served by the system as a
whole, or approximately 2 percent per year. Bond & Pecaro concluded that the
basic penetration rate would grow gradually over the 10-year projected period
from the current 69.5 percent to approximately 74 percent by 2008. The firm
projected that pay penetration of the Calvert County System will remain at its
February 1998 level of 92.8 percent through 2008. 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 2.3 percent annual rate through 2008, that
commercial advertising revenue will increase at a 14 percent annual rate
through 2003 and at a 10 percent annual rate thereafter, and that annual
installation revenue would increase 5 percent annually during the projection
period. The firm concluded that equipment rental revenues should increase by
12 percent annually through 2008. Bond & Pecaro concluded that total system
revenues would increase from $10,400,000 in 1998 to $19,100,000 in 2008. For
purposes of its appraisal, Bond & Pecaro assumed that the Calvert County
System would maintain an operating profit margin of 48.6 percent, which was
the system's operating profit margin in 1997. Bond & Pecaro used an estimated
tax rate of 39.6 percent to project the taxable income of the Calvert County
System because the estimated rate reflects the combined federal, state and
local tax rates in effect on February 28, 1998. Depreciation expense for each
year was determined using the MACRS schedule for 5, 7, 15 and 39 year property
based upon the reported cost of fixed assets present at the Calvert County
System. Subsequent annual capital expenditures were estimated to approximate
10 percent of the cost of the fixed assets of the Calvert County System as of
February 28, 1998. Supplemental provisions were made to incorporate
projections of capital expenditures associated with upgrading the system's
distribution plant.

Bond & Pecaro then determined the net after-tax cash flow for the Calvert
County System. After taxes were subtracted from the system's taxable income,
non-cash depreciation expenses were 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
Calvert County 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 12 to the Calvert County System's 2008
operating cash flow. Bond & Pecaro's appraisal noted that multiples used in
the valuation of cable television systems of a type similar to the Calvert
County System range from 8 to 14 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 12 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 February 28, 1998, tempered by the economic
conditions of the system's service area, the necessity for certain capital
expenditures, the uncertainty introduced by re-regulation of the cable
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
$39,300,000 for the Calvert County System.

In order to correlate this statistical valuation with the realities of the
marketplace, Bond & Pecaro analyzed the sale of seven comparable cable
television systems that took place in 1997. The sales examined by Bond &
Pecaro were selected based upon their comparability to the Calvert County
System. The four cable television system transactions examined by Bond &
Pecaro were: (i) the sale of the Jonesboro, 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, (ii) the sale of the
Anderson, South Carolina cable television system by one unaffiliated cable
television system operator to another for a sales price of $31,000,000 or a
price per subscriber of $1,934,(iii) the sale of the Palo Alto, California
cable television system by one unaffiliated cable television

21
<PAGE>

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 Jackson County, Georgia cable
television system by one unaffiliated cable television system operator to
another for a sales price of $45,000,000 or a price per subscriber of $2,035,
(v) the sale of the Boone, North Carolina cable television system by one
unaffiliated cable television system operator to another for a sales price of
$35,000,000 or a price per subscriber of $1,852, (vi) the sale of the Mountain
Brook, Alabama cable television system by one unaffiliated cable television
system operator to another for a sales price of $62,000,000 or a price per
subscriber of $2,680, and (vii) the sale of Harrington, Delaware cable
television system by one unaffiliated cable television system operator to
another for a sales price of $66,000,000 or a price per subscriber of $2,472.
Bond & Pecaro determined that the average price per subscriber paid for the
seven comparable cable television systems sales was approximately $2,145. As
noted above, Bond & Pecaro's discounted cash flow model concluded that the
Calvert County System's overall fair market value was $39,300,000. This
$39,300,000 value reflects a price of approximately $2,146 per subscriber,
which Bond & Pecaro judged to be consistent with prevailing subscriber
multiples of comparable sales in 1997.

A representative of Bond & Pecaro visited the Calvert County System and
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, 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 Calvert County 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
Calvert County System, the General Partner paid Bond & Pecaro a fee of
$11,500. 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
$49,741 during the two years ended December 31, 1998.

The Waller Appraisal

Waller Capital Corporation ("Waller") is a firm specializing in financial
services and asset appraisals for the telecommunications industry. Waller was
selected by the General Partner to render an opinion as to the fair market
value of the Calvert County System in light of its overall qualifications and
because of the firm's good reputation in the cable television industry. No
limitations were imposed with respect to the appraisals to be rendered by
Waller. Waller has prepared independent appraisals of other cable television
systems owned and/or managed by the General Partner. Neither Waller nor any of
its representatives have any active or contemplated direct interest in the
General Partner, in any of its managed partnerships or in any of its
affiliates, except for incidental shareholdings in the General Partner, which
is a publicly traded company.

In arriving at its opinion as to the fair market value of the Calvert County
System, Waller utilized audited and unaudited financial statements, visited
the Calvert County System, met with the management of the General Partner to
discuss the Calvert County System's business, current operations and
prospects, analyzed published financial and operating information considered
by Waller to be comparable or related to the Calvert County System, and made
other financial studies, analyses and investigations as Waller deemed
appropriate. Waller indicated in its report that the primary purpose of its
valuation was to arrive at the fair market value of the Calvert County System,
with fair market value defined as the amount at which a property would change
hands between a willing buyer and a willing seller when neither is acting
under compulsion and when both have reasonable knowledge of the relevant
facts. The valuation was determined on a cash-for-assets basis.

Numerous elements, both quantitative and qualitative, were factored into
Waller's valuation. Waller concluded that the Calvert County System has
attractive demographics with, for example, average household income in the
area served by the system being significantly higher than the national
average. The firm further noted that the Calvert County area has experienced
substantial growth in households, with the area's households

22
<PAGE>

expected to grow over 3.8 percent per year from 1998 to 2000. On the negative
side, Waller noted the low housing density and the related high costs to build
plant past new homes. Waller also concluded that the technical condition of
the system at 350 Mhz capacity is not adequate and that any buyer would view
this capacity as insufficient and would budget an extensive rebuild. Waller
also noted that the local economy, while increasingly diversified, still is
heavily dependent on the economy of Washington, D.C. and its government
employers.

The general methodology of Waller's appraisal was to evaluate the discounted
cash flow stream generated by the Calvert County System over a ten-year period
(1998 to 2007), applying all relevant market and economic factors. Waller's
ten-year projections were prepared using information provided by the General
Partner together with Waller's industry estimates. Waller developed its
projections through on-sight due diligence, a review of the Calvert County
System's 1998 operating budget prepared by the General Partner, other
operating and subscriber data and projections and demographic data relating to
the Calvert County System's service area. A sale was assumed to occur in the
tenth year (2007) of the discounted cash flow model. The 8 times cash flow
multiple reflected the long-term prospects for cash flow growth and the cash
flow quality of the Calvert County System. The 8 times cash flow multiple also
accounted for the presumed technical condition of the Calvert County System at
2007. The 8 times cash flow multiple was applied against the full tenth year
cash flow. Waller's analysis utilized a discount rate of 13.9 percent derived
from Waller's weighted average cost of capital ("WACC") model. The discount
rate was commensurate with a probable buyer's capital structure, operating
risk and other factors associated with the operations of the Calvert County
System. The discount rate used was consistent with the WACCs for an average
cable buyer, private or public, and adjusted for certain factors such as size,
liquidity, leverage and risk associated with a typical cable system buyer. The
cable companies used to generate the WACC model were Adelphia Communications
Corporation, Comcast Corporation, Cox Communications, Century Communications
Corp., Cablevision Systems Corporation, TCA Cable TV, Inc.,
Telecommunications, Inc., Time Warner and US West MediaOne Group.

Like Strategis and Bond & Pecaro, Waller developed its discounted cash flow
model based upon its own assumptions about the Calvert County System. Waller
projected that homes passed growth would be approximately 2.4 percent per year
over the ten year projection period, growing from 27,184 homes passed in 1998
to 33,286 homes passed in 2007. Waller projected that system plant miles would
grow from 838 in 1998 to 1,000 in 2007. Waller concluded that subscriber
growth would range from 1 percent to 4.7 percent in any particular year and
that, as a result, subscribers would grow from 19,029 in 1998 to 23,300 in
2007. Waller projected growth in the number of pay units generally averaging
1 percent per year during the ten year projection period, with pay units
increasing from 17,488 in 1998 to 19,507 in 2007. Waller also examined growth
in rates charged to subscribers, concluding that basic service rates would
grow from $28.00 in 1998 to $39.44 in 2007. Waller concluded that rates for
pay programming would increase approximately 2 percent per year, with rates
increasing from $7.35 in 1998 to $8.78 in 2007. Waller concluded that total
system revenue would increase from $9,546,000 in 1998 to $15,969,000 in 2007,
with growth in basic service revenues the primary reason for such increase.
Waller also concluded that total operating expenses would grow from $4,953,000
in 1998 to $7,858,000 in 2007. Waller concluded that the Calvert County
System's cash flow would grow from $4,593,000 in 1998 to $8,112,000 in 2007.

Waller's analysis was further supported by comparable system sales. Waller
examined specific transactions to determine if an appropriate multiple of cash
flow could be derived from current market information. Waller examined
multiples from announced and completed cable television transactions in 1997
and 1998, relying upon data from transactions executed by Waller, from Paul
Kagan & Associates, Inc. and from general industry information sources. Waller
acknowledged that comparable sales data is difficult to generalize from
because of the variability of factors such as system size, growth prospects,
penetration, location, demographics, technical system condition and franchise
terms, which information often is not publicly available. Given these
limitations, Waller is of the opinion that comparable sales data offers only
an approximation of factors that help devise a fair market value and is used
as a reasonableness test of the discounted cash flow approach to value.

For its comparable system sales analysis, Waller examined transactions
involving cable television systems of similar size and characteristics to the
Calvert County System. Waller examined five transactions planned for

23
<PAGE>

1998 and seven transactions that occurred in 1997. The five cable television
system transactions examined by Waller from 1998 were: (i) the sale of the
Toccoa, Georgia cable television system by one unaffiliated cable television
system operator to another for a sales price of $93,000,000 or a price per
subscriber of $1,710, (ii) the sale a Maryland/Delaware system by one
unaffiliated cable television system operator to another for a sales price of
$66,000,000 or a price per subscriber of $2,490, (iii) the sale of the
Lichtfield, Connecticut cable television system by one unaffiliated cable
television system operator to another for a sales price of $49,000,000 or a
price per subscriber of $1,835, (iv) the sale of the Handcock, Maryland cable
television system by one unaffiliated cable television system operator to
another for a sales price of $24,000,000 or a price per subscriber of $1,476,
and (v) the sale of the King George, Virginia cable television system by one
cable television system operator to another for a sales price of $6,000,000 or
a price per subscriber of $1,710. The seven 1997 cable television system
transactions examined by Waller were: (i) the sale of the Boone, North
Carolina cable television system by one unaffiliated cable television system
operator to another for a sales price of $35,000,000 or a price per subscriber
of $1,852, (ii) the sale of the Anderson, South Carolina cable television
system by one unaffiliated cable television system operator to another for a
sales price of $31,000,000 or a price per subscriber of $1,934, (iii) the sale
of a Connecticut/New Hampshire cable television system by one unaffiliated
cable television system operator to another for a sales price of $30,000,000
or a price per subscriber of $1,954, (iv) the sale of the Auburn, New York
cable television system by one unaffiliated cable television system operator
to another for a sales price of $28,000,000 or a price per subscriber of
$1,679, (v) the sale of a cable television system serving Bartlesville,
Oklahoma by one unaffiliated cable television system operator to another for a
sales price of $28,000,000 or a price per subscriber of $1,679, (vi) the sale
of the St. Mary's County, Maryland cable system by one unaffiliated cable
television system operator to another for a sales price of $27,000,000 or a
price per subscriber of $1,414 and (vii) the sale of the Shelbyville,
Tennessee cable television system by one unaffiliated cable television system
operator to another for a sales price of $20,000,000 or a price per subscriber
of $1,726. Waller determined that the average price per subscriber paid for
the comparable cable television system sales was approximately $1,798 to
$1,927 and a cash flow multiple of 9.11 to 9.22. Waller concluded that this
comparable sales analysis supported and validated Waller's discounted cash
flow analysis, which resulted in an aggregate value for the Calvert County
System of $1,886 per subscriber.

Based on its various analyses and investigations of the Calvert County
System, Waller concluded that the fair market value of the Calvert County
System as of February 28, 1998 was $34,264,000.

As compensation for rendering an opinion as to the fair market value of the
Calvert County System, the General Partner paid Waller a fee of $15,000. Such
fee was not contingent upon the conclusion reached by Waller 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, Waller
has received fees totaling $71,770 during the two years ended December 31,
1998.

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 Calvert County
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 $ 7,878
Legal fees $10,000
Accounting fees $10,000
Appraisal fees $39,000
Printing costs $60,000
Postage and miscellaneous costs $20,000
</TABLE>

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<PAGE>

PROPOSED SALE OF ASSETS

The Purchase and Sale Agreement

Pursuant to the terms and conditions of a purchase and sale agreement dated
as of June 29, 1998 (the "Purchase and Sale Agreement") by and between the
Partnership as seller and Jones Communications of Maryland, Inc. as purchaser,
the Partnership agreed to sell the Calvert County System to Jones
Communications of Maryland, Inc., a Colorado corporation. Jones Communications
of Maryland, Inc. is a wholly owned subsidiary of Jones Cable Holdings, Inc.,
which in turn is a wholly owned subsidiary of the General Partner. The
purchaser intends to finance the acquisition of the Calvert County System
using cash on hand and borrowings available under credit facilities among
Jones Cable Holdings, 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 of December 31, 2005. In October
1998, the purchaser borrowed $300 million under the lenders' other $300
million facility. The $300 million term loan is payable in semi-annual
installments commencing June 30, 2001 with a final maturity date of December
31, 2005. 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 $270,000,000
outstanding at September 30, 1998 was 6.00 percent. The credit facilities are
secured by a pledge of the stock of all of the subsidiaries of the borrower.

Based upon amounts estimated as of September 30, 1998, the aggregate cost of
the acquisition of the Calvert County System to the purchaser, including
working capital adjustments, will be approximately $39,356,961. Amounts
borrowed by the purchaser to acquire the Calvert County System will be repaid
from cash generated by the operations of the Calvert County System and other
systems owned by Jones Cable Holdings, Inc. and from other sources of funds,
including possible future refinancings.

The closing of the sale will occur on a date upon which the Partnership and
the purchaser mutually agree. It is currently anticipated that the closing
will occur in April 1999. Because the closing is conditioned upon the approval
of the limited partners of the Partnership, 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 Calvert County System will terminate.

The Calvert County System

The assets to be acquired consist primarily of the real and personal,
tangible and intangible assets of the Partnership's Calvert County System. The
purchaser will purchase all of the tangible assets of the Calvert County
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 Calvert County System. The
purchaser also will acquire certain of the intangible assets of the Calvert
County System, including, among other things, all of the franchises, leases,
agreements, permits, licenses and other contracts and contract rights of the
Calvert County System. Also included in the sale are any parcels of real
estate owned by the Calvert County System, the subscriber accounts receivable
of the Calvert County System and all of the Calvert County 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 Calvert County System's assets will be retained by
the Partnership, 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 Partnership may be entitled.

Sales Price

Subject to the customary working capital closing adjustments described
below, the sales price for the Calvert County System is $39,388,667. 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 Calvert County System also will be adjusted as of the closing
date with respect to all items of income and expense associated with the
operation of

25
<PAGE>

the Calvert County 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 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 Partnership shall have obtained
all material consents and approvals from governmental authorities and third
parties with whom the Partnership has contracted that are necessary for the
transfer of the Calvert County System, (b) all representations and warranties
of the Partnership 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 material conditions to the purchaser's
obligations under the Purchase and Sale Agreement have been satisfied.

The Partnership's obligations under the Purchase and Sale Agreement are
subject to the following conditions: (a) the receipt of the purchase price for
the Calvert County System and (b) the limited partners of the Partnership
shall have approved the sale of the Calvert County System to the purchaser on
the terms and conditions of the Purchase and Sale Agreement.

FEDERAL AND STATE 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 1999 federal and state income tax consequences to the Partnership and
to its partners arising from the proposed 1999 sale of the Calvert County
System as well as from the proposed 1999 sales of the Buffalo System and the
Naperville System. These tax consequences are expected to be incurred in 1999,
the year in which the sales are expected to close. 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 and projected information
and should not be considered tax advice.

Partnership Allocation of Gain from Sale

Section 5.4 of the Partnership Agreement specifies that Partnership cash
distributions of cable television system net sale proceeds shall be allocated
100 percent to limited partners until they have received a return in an amount
equal to 125 percent of their initial capital contributions and thereafter
such distributions will be made 75 percent to the limited partners and 25
percent to the General Partner.

The gain from the sales of the cable systems in 1999 will be allocated in
accordance with Section 5.3 of the Partnership Agreement. This allocation
methodology follows the underlying economic gain of the partners and hence
satisfies the "substantial economic effect" test enacted in Internal Revenue
Code ("IRC") Section 704(b) regarding special partnership allocations.

Application of the allocation provisions of Section 5.3 ensures that the
limited partners' net sum of allocable partnership loss and income during the
Partnership's life will equal the net economic gain or loss realized from
their investment in the Partnership. The estimated allocable limited partner
income from the sales reported below incorporates the application of the
special partnership allocation rules of Section 5.3.

26
<PAGE>

Historical Partnership Losses and Tax Benefits

The Tax Reform Act of 1986 enacted a limitation on a limited partner's
ability to currently deduct allocable partnership losses, which were deemed to
be passive losses. The law phased in the disallowance of passive loss
deductions until 1994, when no passive losses were allowable except to the
extent of passive income or a disposition of the passive activity. To the
extent the losses were deductible under the passive loss limitation rules,
limited partners enjoyed an income tax benefit from annual partnership loss
allocations. By the expected date of the sales in 1999, 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 $3,110,654 ($39 per $1,000 invested) of tax benefits from historical
Partnership losses.

Allocable Partnership losses which were not currently deductible because of
the passive loss limitation rules were carried forward to future years when
the Partnership or the limited partner incurred passive income. All historical
Partnership passive loss carryforwards should have been completely utilized in
1997 and 1998 when the Partnership's Turnersville System, Central Illinois
System and Broward County System were sold, respectively. Accordingly, the
General Partner does not anticipate that any Partnership-generated passive
loss carryforwards will be available to offset allocable income from the
proposed 1999 cable system sales.

Projected 1999 Tax Results

The sale of the three cable systems in 1999 will result in a gain
allocation to the limited partners of $62,925,830 ($786 per $1,000 invested).
The General Partner estimates that $53,079,708 ($663 per $1,000 invested) will
be characterized as ordinary income from IRC Section 1245 recapture of
depreciation and amortization on Partnership operating assets. The remainder
of the gain, $9,846,122 ($123 per $1,000 invested) will be treated as long
term capital gain under IRC Section 1231. The General Partner does not
anticipate that limited partners will have any Partnership generated passive
loss carryforwards to offset any of the 1999 allocable gains.

The separate gains originating from each cable system sale are detailed
below.

The Calvert County System Sale

The proposed April 1999 sale of the Calvert County System will generate
taxable gain that will be allocable to the limited partners in an amount
approximating $33,658,973 ($421 per $1,000 invested). The General Partner
estimates that $28,491,356 ($356 per $1,000 invested) will be characterized as
ordinary income from IRC Section 1245 recapture of depreciation and
amortization on Partnership operating assets. The remainder of the gain,
$5,167,617 ($65 per $1,000 invested), will be treated as long term capital
gain under IRC Section 1231.

The Buffalo System Sale

The proposed March 1999 sale of the Buffalo System will generate taxable
gain that will be allocable to the limited partners in an amount approximating
$20,395,216 ($254 per $1,000 invested). The General Partner estimates that
$15,716,711 ($196 per $1,000 invested) will be characterized as ordinary
income from IRC Section 1245 recapture of depreciation and amortization on
Partnership operating assets. The remainder of the gain, $4,678,505 ($58 per
$1,000 invested), will be treated as long term capital gain under IRC Section
1231.

The Naperville System Sale

The proposed March 1999 sale of the Naperville System will generate taxable
gain that will be allocable to the limited partners in an amount approximating
$8,871,641 ($111 per $1,000 invested). The General Partner estimates that all
of the gain will be characterized as ordinary income from IRC Section 1245
recapture of depreciation and amortization on Partnership operating assets. It
is not anticipated that any of the allocable gain will be treated as long term
capital gain under IRC Section 1231.

27
<PAGE>

Syndication Costs

Syndication costs represent the sales commissions paid by limited partners
on their purchase of the limited partnership interests and other allocable
costs associated with forming the Partnership. These costs were capitalized on
the Partnership books and are reflected in the limited partners' capital
account balance. If the liquidation of the Partnership is completed as
expected in 1999, the syndication costs can be deducted by the limited
partners of the Partnership as a long term capital loss under IRC Section 731
on their 1999 income tax returns. Limited partners will have a positive ending
capital balance on their final Form 1065, Schedule K-1 which represents their
allocable syndication costs. The Partnership has syndication costs of
$11,000,000 ($138 per $1,000 invested) that will be deductible by limited
partners.

Secondary Market Purchasers

Limited partners that have recently acquired their partnership interests in
the limited partnership secondary market or through tender offers will have
allocable income from the cable system sales in the amounts reported above.
Because the Partnership does not have an IRC Section 754 election in effect,
the purchase of a limited partnership interest in the Partnership places the
new investor in the same position as the limited partner from whom the
interest was purchased. However, the new investor will not have the prior
investors' passive loss carryforwards (if any) or tax basis in the
Partnership.

Newer investors in the Partnership will likely have a greater reportable net
taxable income from the system sales than investors who have held their
partnership interests for a longer period of time. Also, recent investors will
not have their net tax basis in their partnership interests reflected on their
annual Schedule K-1. Such limited partners must track their tax basis by
adjusting their original cost by allocable income or loss and partnership
distributions. Their adjusted tax basis will be deductible as a long term
capital loss under IRC Section 731 in a manner similar to the Partnership
syndication costs discussed above.

Federal Tax Withholding on Sale Proceeds

Limited partners who are non-resident aliens or foreign corporations
("foreign persons") are subject to a federal withholding tax on their share of
the Partnership's income from the system sales. 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
persons will receive a credit on their 1999 U.S. tax return for the amount of
the tax withheld by the Partnership. The withheld tax will be treated as a
distribution to the foreign limited partners on their 1999 Schedule K-1.

State Tax Withholding on Sale Proceeds

The 1999 sale of the Buffalo System will require all limited partners to
report their Minnesota allocable taxable income to the State of Minnesota. The
state laws of Minnesota impose requirements on the General Partner to withhold
8.5 percent of each non-resident individual partner's allocable Minnesota
income without consideration of loss carryforwards. This withholding
requirement does not apply to tax exempt entities such as trusts and
Individual Retirement Accounts (IRAs).

The 1999 sale of the Calvert County System will require all limited partners
to report their Maryland allocable taxable income to the State of Maryland.
The state laws of Maryland impose requirements on the General Partner to
withhold 5 percent of each non-resident individual partner's allocable
Maryland income without consideration of loss carryforwards. This withholding
requirement does not apply to tax exempt entities such as trusts and
Individual Retirement Accounts (IRAs).

Limited partners are required to file non-resident state tax returns in the
above-referenced states to compute the appropriate state tax liability.
Documentation of withheld taxes will be reported on state specified forms to
limited partners in January 2000. The General Partner anticipates that most
partners will likely receive a partial refund from this reporting process. As
a service to limited partners, the General Partner will provide reporting
instructions and blank state income tax forms to affected limited partners
with the annual tax reporting package.

28
<PAGE>

Federal Income Tax Reporting by Tax Exempt Entities

The 1999 Partnership cable system sales will generate Unrelated Business
Taxable Income (UBTI) to tax exempt entities, which will require the filing of
Form 990-T. Although many trust administrators complete the required tax
returns, responsibility for completion of the Form 990-T ultimately rests with
the beneficiaries of trusts, IRAs and other tax exempt entities. Because this
is an area in which there is a variance of policy among trust administrators,
each limited partner who is a beneficiary is advised to confirm with his or
her trust administrator that this filing requirement will be fulfilled.

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 in excess of one
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's registration and reporting requirements
under the Exchange Act will be terminated upon the dissolution of the
Partnership, which is expected to occur before the end of 1999.

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 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.

29
<PAGE>

CERTAIN RELATED PARTY TRANSACTIONS

The General Partner and its affiliates engage in certain transactions with
the Partnership. The General Partner believes that the terms of such
transactions are generally as favorable as could be obtained by the
Partnership 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 Partnership from unaffiliated parties.

The purchase price for the Calvert County System was determined in
accordance with the provisions of the Partnership Agreement but the proposed
sale of the Calvert County System by the Partnership 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 Partnership from an
unaffiliated purchaser.

The General Partner charges the Partnership a management fee relating to the
General Partner's management of the Partnership's cable television systems,
and the Partnership 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
Partnership. 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 Partnership
and charges interest on the balances payable by the Partnership. The interest
rate charged the Partnership 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 Partnership.

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
Partnership. 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 Partnership. 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
Partnership.

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

30
<PAGE>

approximately 60 percent of its net advertising revenue to the cable systems
that carry its programming. The Partnership's systems carry PIN for all or
part of each day. Revenues received by the Partnership from the PIN Venture
relating to the Partnership's owned cable television systems totaled $49,935
for the nine months ended September 30, 1998 and $80,297 for the year ended
December 31, 1997.

The programming fees paid by the Partnership to Knowledge TV, Inc., Jones
Computer Network, Ltd., Great American Country and Superaudio (collectively,
the "affiliated programming providers") are governed by the terms of the
various master programming agreements entered into by and between the General
Partner and each of the affiliated programming providers. Generally, with
respect to most video programming services, cable operators pay to programmers
a monthly license fee per subscriber that is based on a number of factors,
including the perceived value of the programming, the size of the cable
operator and the level of distribution of the programming service within the
cable operator's systems and the other terms and conditions under which the
programming is provided. The General Partner negotiates master programming
agreements with each programming network distributed on any of its owned or
managed cable systems. The Partnership pays the same per subscriber rate for
all of its programming, including the programming provided by affiliates of
the General Partner, as the General Partner pays for the programming it
provides on cable television systems that it owns itself, i.e., the General
Partner does not receive any markup for programming provided to the
Partnership under its master programming agreements. The master programming
agreements entered into by and between the General Partner and the affiliated
programming providers were negotiated by officers of the General Partner with
representatives of the affiliated programming providers. Although the General
Partner does not profit from its programming arrangements with the
Partnership, the affiliated programming providers do receive revenue by
providing programming to the Partnership.

The charges to the Partnership for related party transactions were as
follows for the periods indicated:
<TABLE>
<CAPTION>
For the
nine months
ended For the year ended
September 30, 1998 December 31,
------------------ -----------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C> <C>
Management fees............... 871,694 1,332,112 2,390,436 2,204,740
Allocation of expenses........ 1,024,098 1,526,293 3,162,115 3,170,917
Interest expense.............. 91,636 2,783 250,004 23,107
Amount of notes and advances
outstanding.................. 0 489,313 352,232 887,215
Highest amount of notes and
advances outstanding......... 489,313 489,313 3,453,993 887,215
Programming fees:
Knowledge TV, Inc. ......... 30,554 46,123 71,736 61,431
Jones Computer Network,
Ltd. ...................... 0 22,173 61,374 65,248
Great American Country...... 22,264 28,314 35,100 0
Superaudio.................. 28,387 40,647 63,513 54,644
</TABLE>

31
<PAGE>

USE OF PROCEEDS FROM CALVERT COUNTY SYSTEM SALE

The following is a brief summary of the Partnership's estimated use of the
proceeds from the sale of the Calvert County System. All of the following
selected financial information is based upon amounts as of September 30, 1998
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 Calvert County 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
Partnership approve the proposed sale of the Calvert County System and the
transaction is closed, the Partnership will distribute the net sale proceeds
to its partners of record as of the closing date of the sale of the Calvert
County System. The estimated uses of the sale proceeds are as follows:

<TABLE>
<S> <C>
Contract Sales Price of the Calvert County System............... $39,388,667
Add:Cash on Hand................................................ 86,621
Less:Estimated Net Closing Adjustments.......................... (31,706)
General Partner Advances........................................ (103,582)
-----------
Cash Available for Distribution by the Partnership......... $39,340,000
===========
Limited Partners' Share.................................... $34,203,233
===========
General Partner's Share.................................... $ 5,136,767
===========
</TABLE>

The Partnership is a party to a $27,700,000 revolving credit facility, of
which $23,950,000 was outstanding at September 30, 1998. The revolving credit
facility expires on September 30, 2000, at which time the then-outstanding
balance is payable in full. The revolving credit facility requires that one-
half of the proceeds from the next Partnership system sale be used to reduce
amounts outstanding and that the credit facility be repaid in full on the
second system sale. Based on the current expected order of system sale
closings, the Partnership will repay approximately $11,500,000 upon the
closing of the sale of the Naperville System, which is expected to occur in
the first quarter of 1999. The remaining balance will be repaid upon the sale
of the Buffalo System, which also is expected to occur in the first quarter of
1999. Interest on the revolving credit facility's outstanding balance is at
the Partnership's option of the London Interbank Offered Rate plus 1.125
percent, the Certificate of Deposit Rate plus 1.25 percent or the Base Rate
plus .125 percent. The effective interest rate on amounts outstanding as of
September 30, 1998 was 6.67 percent.

32
<PAGE>

Based upon financial information available at September 30, 1998, below is an
estimate of all cash distributions (excluding escrowed proceeds) that will have
been made to limited partners after the distributions of the proceeds from the
three pending system sales are completed.

<TABLE>
<S> <C>
Summary of Estimated Cash Distributions to Limited Partners:
Partial Return of 125 percent of the Limited Partners' Initial
Capital on the 1997 Sale of the Partnership's Turnersville,
New Jersey System............................................. $ 25,000,000
Partial Return of 125 percent of the Limited Partners' Initial
Capital on the 1997 Sale of the Partnership's Central Illinois
System ....................................................... 9,547,500
Partial Return of 125 percent of the Limited Partners' Initial
Capital on the 1998 Sale of the Venture's Broward System ..... 25,484,569
Partial Return of 125 percent of the Limited Partners' Initial
Capital on the 1999 Sale of the Partnership's Naperville Sys-
tem .......................................................... 9,130,000
Partial Return of 125 percent of the Limited Partners' Initial
Capital on the 1999 Sale of the Partnership's Buffalo System
.............................................................. 12,045,000
Return of 125 percent of the Limited Partners' Initial Capital
on the 1999 Sale of the Partnership's Calvert County System... 18,792,931
Limited Partners' Share of Residual Proceeds on the 1999 Sale
of the Partnership's Calvert County System.................... 15,410,302
------------
Total Estimated Cash Received by Limited Partners.............. $115,410,302
============
Total Cash Received per $1,000 of Limited Partnership Capital.. $ 1,442
============
Total Cash Received per $500 Limited Partnership Interest...... $ 721
============
</TABLE>

Based on financial information available at September 30, 1998, the following
table presents the estimated results of the Partnership when it has completed
the sale of the Calvert County System:

<TABLE>
<S> <C>
Dollar Amount Raised......................................... $ 80,000,000
Number of Cable Television Systems Purchased Directly........ Five
Number of Cable Television Systems Purchased Indirectly...... One
Date of Closing of Offering.................................. August 1987
Date of First Sale of Properties............................. January 1997
Tax and Distribution Data per $1,000 of Limited Partnership
Capital:
Federal Income Tax Results
Ordinary Income (Loss)
--from operations........................................ $ (1,236)
--from recapture......................................... $ 1,373
Capital Gain (Loss)...................................... $ 309
Cash Distributions to Investors
Source (on GAAP basis)
--investment income...................................... $ 442
--return of capital...................................... $ 1,000
Source (on cash basis)
--sales.................................................. $ 1,442
</TABLE>

33
<PAGE>

UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF CABLE TV FUND 14-A, LTD.

The following unaudited pro forma balance sheet assumes that as of September
30, 1998, the Partnership had sold the Calvert County System for $39,388,667,
the Buffalo System for $26,605,000 and the Naperville System for $23,000,000.
The funds available to the Partnership from the Calvert County System's sale,
adjusting for the estimated net closing adjustments of the Calvert County
System, are expected to total approximately $39,356,961. Such funds will be
used to settle working capital adjustments, and then the balance remaining
will be distributed to the Partnership's partners of record as of the closing
date of the sale of the Calvert County System. As a result of the sale of the
Calvert County System, the limited partners of the Partnership will receive
$214 for each $500 limited partnership interest, or $428 for each $1,000
invested in the Partnership. As a result of the sale of the Buffalo System,
the limited partners of the Partnership will receive $75 for each $500 limited
partnership interest, or $150 for each $1,000 invested in the Partnership. As
a result of the sale of the Naperville System, the limited partners of the
Partnership will receive $57 for each $500 limited partnership interest, or
$114 for each $1,000 invested in the Partnership. Taking into account the
distributions to the limited partners of the Partnership that have been made
from all of the prior cable television system sales by the Venture and the
Partnership and the anticipated distribution to limited partners from the
pending sales of the Calvert County System, the Buffalo System and the
Naperville System (excluding escrowed proceeds), the General Partner expects
that the Partnership's limited partners will have received a total return of
$721 for each $500 limited partnership interest, or $1,442 for each $1,000
invested in the Partnership, at the time the Partnership is liquidated and
dissolved. This estimated total return to the limited partners of $1,442 per
$1,000 invested in the Partnership represents an average annual rate of return
of approximately 3.2 percent.

The unaudited pro forma balance sheet should be read in conjunction with the
appropriate notes to the unaudited pro forma balance sheet.

ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS BASED UPON
AMOUNTS AS OF SEPTEMBER 30, 1998 AND CERTAIN ESTIMATES OF LIABILITIES AT
CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.

34
<PAGE>

CABLE TV FUND 14-A, LTD.

UNAUDITED PRO FORMA BALANCE SHEET
September 30, 1998

<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
----------- ------------ -----------
<S> <C> <C> <C>
ASSETS
Cash and Cash Equivalents............... $ 329,891 $ 33,873,342 $34,203,233
Trade Receivables, net.................. 444,931 (444,931) --
Investment in Cable Television
Properties:
Property, plant and equipment, net.... 35,329,501 (35,329,501) --
Franchise costs and other intangibles,
net.................................. 1,771,163 (1,771,163) --
----------- ------------ -----------
Total investment in cable television
properties......................... 37,100,664 (37,100,664) --
Deposits, Prepaid Expenses and Deferred
Charges................................ 1,692,926 (1,692,926) --
----------- ------------ -----------
Total Assets............................ $39,568,412 $ (5,365,179) $34,203,233
=========== ============ ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt.................................. $24,345,178 $(24,345,178) $ --
Trade accounts payable and accrued
liabilities.......................... 1,995,420 (1,995,420) --
Subscriber prepayments................ 123,154 (123,154) --
Accrued distribution to limited
partners............................. -- 34,203,233 34,203,233
----------- ------------ -----------
Total Liabilities................... 26,463,752 7,739,481 34,203,233
----------- ------------ -----------
Partners' Capital:
General Partner....................... (12,839) 12,839 --
Limited Partners...................... 13,117,499 (13,117,499) --
----------- ------------ -----------
Total Partners' Capital............. 13,104,660 (13,104,660) --
----------- ------------ -----------
Total Liabilities and Partners'
Capital.............................. $39,568,412 $ 5,365,179 $34,203,233
=========== ============ ===========
</TABLE>

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

35
<PAGE>

CABLE TV FUND 14-A, LTD.

UNAUDITED PRO FORMA 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................................ $26,642,247 $(26,642,247) $ --
COSTS AND EXPENSES:
Operating expenses.................... 16,385,590 (16,385,590) --
Management fees and allocated overhead
from
the General Partner.................. 2,858,405 (2,858,405) --
Depreciation and amortization......... 10,111,635 (10,111,635) --
----------- ------------ -----------
OPERATING LOSS.......................... (2,713,383) 2,713,383 --
----------- ------------ -----------
OTHER INCOME (EXPENSE):
Interest expense...................... (1,923,226) 1,923,226 --
Gain on sale of cable television
systems.............................. 69,973,972 (69,973,972) --
Other, net............................ (1,976,233) 1,976,233 --
----------- ------------ -----------
Total other income (expense), net... 66,074,513 (66,074,513) --
----------- ------------ -----------
INCOME BEFORE EQUITY IN NET LOSS OF
CABLE TELEVISION JOINT VENTURE......... 63,361,130 (63,361,130) --
EQUITY IN NET LOSS OF CABLE TELEVISION
JOINT VENTURE.......................... (626,089) 626,089 --
----------- ------------ -----------
NET INCOME.............................. $62,735,041 $(62,735,041) $ --
=========== ============ ===========
NET INCOME PER LIMITED PARTNERSHIP
INTEREST............................... $ 387.70 $ --
=========== ===========
</TABLE>

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

36
<PAGE>

CABLE TV FUND 14-A, LTD.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1998

<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------ ------------ ---------
<S> <C> <C> <C>
REVENUES................................. $17,433,880 $(17,433,880) $--
COSTS AND EXPENSES:
Operating expenses..................... 11,152,221 (11,152,221) --
Management fees and allocated overhead
from
the General Partner................... 1,895,792 (1,895,792) --
Depreciation and amortization.......... 6,354,958 (6,354,958) --
------------ ------------ -----
OPERATING LOSS........................... (1,969,091) 1,969,091 --
------------ ------------ -----
OTHER INCOME (EXPENSE): --
Interest expense....................... (1,250,737) 1,250,737 --
Other, net............................. 14,271 (14,271) --
------------ ------------ -----
Total other income (expense), net.... (1,236,466) 1,236,466 --
------------ ------------ -----
LOSS BEFORE EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE................ (3,205,557) 3,205,557 --
EQUITY IN NET INCOME OF CABLE TELEVISION
JOINT VENTURE........................... 22,599,271 (22,599,271) --
------------ ------------ -----
NET INCOME............................... $19,393,714 $(19,393,714) $--
============ ============ =====
NET INCOME PER LIMITED PARTNERSHIP
INTEREST................................ $ 120.84 $--
============ =====
</TABLE>

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

37
<PAGE>

CABLE TV FUND 14-A, LTD.

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

1) The following calculations present the sale of the Calvert County System
and the resulting estimated proceeds expected to be received by the
Partnership.

2) The unaudited pro forma balance sheet of the Partnership assumes that the
Partnership had sold the Calvert County System, the Buffalo System and the
Naperville System as of September 30, 1998. The unaudited pro forma statements
of operations of the Partnership assume that the Venture had sold the Broward
System and the Partnership had sold the Central Illinois System, the
Turnersville System, the Calvert County System, the Buffalo System and the
Naperville System as of January 1, 1997.

3) The net proceeds from the sale of the Calvert County System will be
distributed to the partners of the Partnership. The limited partners'
distribution of $34,203,233 represents $214 for each $500 limited partnership
interest, or $428 for each $1,000 invested in the Partnership.

4) The estimated gain recognized from the sale of the Calvert County System
and corresponding estimated distribution to limited partners as of September
30, 1998 has been computed as follows:

Gain on Sale of Assets:

<TABLE>
<S> <C>
Contract sales price.............................................. $39,388,667
Less: Net book value of investment in cable television properties
at September 30, 1998....................................... (11,785,758)
-----------
Gain on sale of assets............................................ $27,602,909
===========
Distribution to Partners:
Contract sales price.............................................. $39,388,667
Working Capital Adjustment:
Add:Trade receivables, net........................................ 187,731
Prepaid expenses.................................................. 119,850
Less:Accrued liabilities.......................................... (305,588)
Subscriber prepayments............................................ (33,699)
-----------
Adjusted cash received............................................ 39,356,961
Add: Cash on hand................................................. 86,621
Less:Repayment of General Partner Advances........................ (103,582)
-----------
Cash available for distribution by the Partnership................ $39,340,000
===========
Limited partners' share........................................... $34,203,233
===========
General Partner's share........................................... $ 5,136,767
===========
</TABLE>

38
<PAGE>

AVAILABLE INFORMATION

The Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and the Partnership's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1998, June 30, 1998, and September 30, 1998
are 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 Calvert County System and copies of the Purchase and Sale
Agreement between the Partnership 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. 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 following documents, which have been filed by the Partnership with the
Securities and Exchange Commission pursuant to the requirements of the
Exchange Act are hereby incorporated by reference: (i) the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997, (ii)
the Partnership's Current Report on Form 8-K dated April 8, 1998, (iii) the
Partnership's Current Report on Form 8-K dated June 29, 1998, (iv) the
Partnership's Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1998, (v) the Partnership's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998 and (vi) the Partnership's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1998.

39
<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.

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.

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.
</TABLE>

S-1
<PAGE>

<TABLE>
<CAPTION>
Aggregate Number
of Limited
Partnership Interests
Name and Address Occupation or Employment Beneficially Owned
---------------- ------------------------ ---------------------
<S> <C> <C>
Josef J. Fridman Mr. Fridman was appointed a director of the 0
c/o BCI Telecom Holding Inc. General Partner in February 1998. He is senior
1000 rue de la vice-president, law and corporate secretary of
Gauchetiere Bureau 1100 BCE Inc. Mr. Fridman joined Bell Canada, a
Montreal (PQ) wholly owned subsidiary of BCE Inc., in 1969,
Canada H3B 4Y8 and he has held increasingly senior positions
with Bell Canada and BCE Inc. 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.

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.
</TABLE>

S-2
<PAGE>

<TABLE>
<CAPTION>
Aggregate Number
of Limited
Partnership Interests
Name and Address Occupation or Employment Beneficially Owned
---------------- ------------------------ ---------------------
<S> <C> <C>
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.

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.

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.
</TABLE>

S-3
<PAGE>

<TABLE>
<CAPTION>
Aggregate Number
of Limited
Partnership Interests
Name and Address Occupation or Employment Beneficially Owned
---------------- ------------------------ ---------------------
<S> <C> <C>
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, INC.]

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 14-A, Ltd., a Colorado
limited partnership, hereby votes on the sale of the Partnership's Calvert
County, Maryland cable television system to Jones Communications of Maryland,
Inc., an indirect wholly owned subsidiary of Jones Intercable, Inc., for a
sales price of $39,388,667 in cash, subject to normal closing adjustments,
pursuant to the terms and conditions of that certain Purchase and Sale
Agreement dated as of June 29, 1998, 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: ______________________, 1999

___________________________________
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, INC.]

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 corpo-ration,
please sign in full corporation
name by autho-rized officer. If a
partnership, please sign in
partnership name by authorized
person.

DATED: ______________________, 1999

___________________________________
Signature - Investor 1

___________________________________
Signature - Investor 2

___________________________________
Signature - Investor 3

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