CABLE TV FUND 14 B LTD, 10-K, 1996-04-01

CABLE TV FUND 14 B LTD
10-K, 1996-04-01
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
------------- -------------

Commission file number: 0-16200

CABLE TV FUND 14-B, LTD.
------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-1024658
-------- ----------
(State of Organization) (IRS Employer
Identification No.)

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

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

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

Yes x No
--- ---

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

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

DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE> 2
PART I.

ITEM 1. BUSINESS

THE PARTNERSHIP. Cable TV Fund 14-B, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 14 Limited Partnership
Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the
"General Partner"). Cable TV Fund 14-A, Ltd. ("Fund 14-A") is the other
partnership that was formed pursuant to the Program. The Partnership and Fund
14-A formed a general partnership known as Cable TV Fund 14-A/B Venture (the
"Venture"), in which the Partnership owns a 73 percent interest and Fund 14-A
owns a 27 percent interest. The Partnership and the Venture were formed for the
purpose of acquiring and operating cable television systems.

The Partnership directly owns cable television systems serving the
areas in and around Surfside, South Carolina (the "Surfside System") and Little
Rock, California (the "Little Rock System"). The Venture owns the cable
television system serving certain areas in Broward County, Florida (the "Broward
County System"). See Item 2. The Surfside System, the Little Rock System and the
Broward County System may collectively be referred to as the "Systems."

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

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

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

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

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

REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Systems. At December 31, 1995,
the Systems' monthly basic service rates ranged from $7.75 to $12.95, monthly
basic and tier ("basic plus") service rates ranged from $19.15 to $24.16. and
monthly premium services ranged from $1.00 to $10.95 per premium service. In
addition, the Partnership and the Venture earn revenues from the Systems'
pay-per-view programs and advertising fees. Related charges may include a
nonrecurring installation fee that ranges from $1.90 to $43.30; however, from
time to time the Systems have followed the common industry practice of reducing
or waiving the installation fee during promotional periods. Commercial
subscribers such as hotels, motels and hospitals are charged a nonrecurring
connection fee that

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usually covers the cost of installation. Except under the terms of certain
contracts with commercial subscribers and residential apartment and condominium
complexes, the subscribers are free to discontinue the service at any time
without penalty. For the year ended December 31, 1995, of the total fees
received by the Systems, basic service and tier service fees accounted for
approximately 65% of total revenues, premium service fees accounted for
approximately 17% of total revenues, pay-per-view fees were approximately 2% of
total revenues, advertising fees were approximately 6% of total revenues and the
remaining 10% of total revenues came principally from equipment rentals,
installation fees and program guide sales. The Partnership and the Venture are
dependent upon the timely receipt of service fees to provide for maintenance and
replacement of plant and equipment, current operating expenses and other costs
of the Systems.

FRANCHISES. The Systems are constructed and operated under
non-exclusive, fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") granted by local governmental
authorities. The Systems' franchises require that franchise fees generally based
on gross revenues of the cable system be paid to the governmental authority that
granted the franchise, that certain channels be dedicated to municipal use, that
municipal facilities, hospitals and schools be provided cable service free of
charge and that any new cable plant be substantially constructed within specific
periods.

The Partnership holds 5 franchises, and the Venture holds 9 franchises.
These franchises provide for the payment of fees to the issuing authorities and
generally range from 3% to 5% of the gross revenues of a cable television
system. The 1984 Cable Act prohibits franchising authorities from imposing
annual franchise fees in excess of 5% of gross revenues and also permits the
cable television system operator to seek renegotiation and modification of
franchise requirements if warranted by changed circumstances.

Neither the Partnership nor the Venture has ever had a franchise
revoked. The Partnership's franchise expiration dates currently range from
October 2000 to December 2013, and the Venture's franchise expiration dates
currently range from March 1998 to December 2024. It is anticipated that the
Partnership's and the Venture's cable television systems will be sold before any
franchises need to be renewed.

COMPETITION. Cable television systems currently experience competition
from several sources. A potential source of significant competition is Direct
Broadcast Satellite ("DBS") services that use video compression technology to
increase channel capacity and provide packages of movies, network and other
program services that are competitive with those of cable television systems.
Two companies offering DBS services began operations in 1994, and two other
companies offering DBS service recently began operations. In addition, a joint
venture has won the right to provide a DBS service through a FCC spectrum
auction. Not all subscribers terminate cable television service upon acquiring a
DBS system. The General Partner has observed that a number of DBS subscribers
also elect to subscribe to cable television service in order to obtain the
greatest variety of programming on multiple television sets, including local
video services programming not available through DBS service.

Although neither the Partnership, the Venture nor the General Partner
has yet encountered competition from a telephone company providing video
services as a cable operator or video dialtone operator, it is anticipated that
the cable television systems owned or managed by the General Partner will face
such competition in the near future. Legislation recently enacted into law will
make it possible for companies with considerable resources to enter the
business. For example, in February 1996, one of the regional Bell operating
companies entered into an agreement to acquire the nation's third largest cable
television company. In addition, several telephone companies have begun seeking
cable television franchises from local governmental authorities as a consequence
of litigation that successfully challenged the constitutionality of the cable
television/telephone company cross-ownership rules. The General Partner cannot
predict at this time when and to what extent telephone companies will provide
cable television service within service areas in competition with cable
television systems owned or managed by the General Partner.

The General Partner is aware of the following imminent competition from
telephone companies: Ameritech, one of the seven regional Bell operating
companies, which provides telephone service in a multi-state region including
Illinois, has just obtained a franchise that will allow it to provide cable
television service in Naperville, Illinois, a community currently served by a
cable system owned by another one of the public limited

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partnerships managed by the General Partner. Chesapeake and Potomac Telephone
Company of Virginia and Bell Atlantic Video Service Company, both subsidiaries
of Bell Atlantic, another of the regional Bell operating companies, have
announced their intention to build a cable television system in Alexandria,
Virginia in competition with a cable television system owned by the General
Partner. Bell Atlantic is preparing for the operation of a telecommunications
and video business in northern Virginia, including the Alexandria metropolitan
area. The FCC has granted GTE Virginia's application for authority to construct,
operate, own and maintain video dialtone facilities in northern Virginia,
including in the service area of a cable television system owned by the General
Partner. To date, GTE has not begun construction of a video distribution system.
The entry of telephone companies as direct competitors could adversely affect
the profitability and market value of the General Partner's owned and managed
systems.

Additional competition is present from several sources, including the
following: Master Antenna Television and Satellite Master Antenna Television
systems that serve multi-unit dwellings such as condominiums, apartment
complexes, motels, hotels and private residential communities; private cable
television/telephonic companies that have secured exclusive contracts to provide
video and telephony services to multi-unit dwellings and similar complexes; and
multichannel, multipoint distribution service ("MMDS") systems, commonly called
wireless cable which generally focus on providing service to residents of rural
areas. In addition, the FCC has established a new wireless telecommunications
service known as Personal Communications Service ("PCS") that would provide
portable non-vehicular mobile communications services similar to that available
from cellular telephone companies, but at a lower cost. Several cable television
multiple system operators hold or have requested experimental licenses from the
FCC to test PCS technology.

REGULATION AND LEGISLATION. The cable industry is regulated under the
Telecommunications Act of 1996 (the "1996 Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act") and the Cable
Communications Policy Act of 1984 (the "1984 Cable Act") and the regulations
implementing these statutes. The Federal Communications Commission (the "FCC")
has promulgated regulations covering such areas as the registration of cable
television systems and other communications businesses, carriage of television
broadcast programming, consumer education and lockbox enforcement, origination
cablecasting and sponsorship identification, children's programming, the
regulation of basic cable and cable programming service rates in areas where
cable television systems are not subject to effective competition, signal
leakage and frequency use, technical performance, maintenance of various
records, equal employment opportunity, and antenna structure notification,
marking and lighting. In addition, cable operators periodically are required to
file various informational reports with the FCC. The FCC has the authority to
enforce these regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of administrative
sanctions, such as the revocation of FCC licenses needed to operate certain
transmission facilities often used in connection with cable operations. State or
local franchising authorities, as applicable, also have the right to enforce
various regulations, impose fines or sanctions, issue orders or seek revocation
subject to the limitations imposed upon such franchising authorities by federal,
state and local laws and regulations. Several states have assumed regulatory
jurisdiction of the cable television industry, and it is anticipated that other
states will do so in the future. To the extent the cable television industry
begins providing telephone service, additional state regulations will be applied
to the cable television industry. Cable television operations are subject to
local regulation insofar as systems operate under franchises granted by local
authorities.

The following is a summary of federal laws and regulations materially
affecting the cable television industry, and a description of state and local
laws with which the cable industry must comply.

Telecommunications Act of 1996. The 1996 Act, which became law on
February 28, 1996, substantially revised the Communications Act of 1934, as
amended, including the 1984 Cable Act and the 1992 Cable Act, and has been
described as one of the most significant changes in communications regulation
since the original Communications Act of 1934. The 1996 Act is intended, in
part, to promote substantial competition in the telephone local exchange and in
the delivery of video and other services. As a result of the 1996 Act, local
telephone companies (also known as local exchange carriers or "LECs") and other
service providers are permitted

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to provide video programming, and cable television operators are permitted entry
into the telephone local exchange market. The FCC is required to conduct
rulemaking proceedings over the next several months to implement various
provisions of the 1996 Act.

Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
effective March 31, 1999 and the cable programming service tier of small cable
operators (those that provide service to 50,000 or fewer subscribers) effective
immediately. The 1996 Act also revised the procedures for filing a cable
programming service tier rate complaint and adds a new effective competition
test.

The most far-reaching changes in the communications business will
result from the telephony provisions of the 1996 Act. The statute expressly
preempts any legal barriers to competition in the local telephone business that
previously existed in state and local laws and regulations. Many of these
barriers had been lifted by state actions over the last few years, but the 1996
Act completes the task. The 1996 Act also establishes new requirements for
maintaining and enhancing universal telephone service and new obligations for
telecommunications providers to maintain privacy of customer information. The
1996 Act establishes uniform requirements and standards for entry, competitive
carrier interconnection and unbundling of LEC monopoly services.

The 1996 Act repealed the cable television/telephone cross-ownership
ban adopted in the 1984 Cable Act. The federal cross-ownership ban was
particularly important to the cable industry because telephone companies already
own certain facilities such as poles, ducts and associated rights of way. While
this ban had been overturned by several courts, formal removal of the ban ended
the last legal constraints on telephone company plans to enter the cable market.
Under the 1996 Act, telephone companies in their capacity as common carriers now
may lease capacity to others to provide cable television service. Telephone
companies have the option of providing video service as cable operators or
through "open video systems" ("OVS"), a regulatory regime that may provide more
flexibility than traditional cable service. The 1996 Act exempts OVS operators
from many of the regulatory obligations that currently apply to cable operators,
such as rate regulation and franchise fees, although other requirements are
still applicable. OVS operators, although not subject to franchise fees as
defined by the 1992 Cable Act, are subject to fees charged by local franchising
authorities or other governmental entities in lieu of franchise fees. (Under
certain circumstances, cable operators also will be able to offer service
through open video systems.) In addition, the 1996 Act eliminated the
requirement that telephone companies file Section 214 applications (applications
to provide video dialtone services) with the FCC before providing video service.
This limits the opportunity of cable operators to mount challenges at the FCC
regarding telephone company entry into the video market. The 1996 Act also
contains restrictions on buying out incumbent cable operators in a telephone
company's service area, especially in suburban and urban markets.

Other parts of the 1996 Act also will affect cable operators. Under the
1996 Act, the FCC is required to revise the current pole attachment rate
formula. This revision will result in an increase in the rates paid by entities,
including cable operators, that provide telecommunication services. The rates
will be phased in after a five-year period. (Cable operators that provide only
cable services will be unaffected.) Under the V-chip provisions of the 1996 Act,
cable operators and other video providers are required to pass along any program
rating information that programmers include in video signals. Cable operators
also are subject to new scrambling requirements for sexually explicit
programming, and cable operators that provide Internet access or other online
services are subject to the new indecency limitations for computer services. In
addition, cable operators that provide Internet access or other online services
are subject to the new indecency limitations for computer services, although
these provisions already have been challenged in court, and the courts have
preliminarily enjoined the enforcement of these content-based provisions.

Under the 1996 Act, a franchising authority may not require a cable
operator to provide telecommunications services or facilities, other than an
institutional network, as a condition to a grant, renewal or transfer of a cable
franchise, and franchising authorities are preempted from regulating
telecommunications

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services provided by cable operators and from requiring cable operators to
obtain a franchise to provide such services. The 1996 Act also repealed the 1992
Cable Act's anti-trafficking provision, which generally required the holding of
cable television systems for three years.

It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or the Partnership in particular. The FCC shortly will
be undertaking numerous rulemaking proceedings to interpret and implement the
1996 Act. It is not possible at this time to predict the outcome of those
proceedings or their effect on the Partnership.

Cable Television Consumer Protection and Competition Act of 1992. The
1992 Cable Act, which became effective on December 4, 1992, caused significant
changes to the regulatory environment in which the cable television industry
operates. The 1992 Cable Act generally mandated a greater degree of regulation
of the cable television industry. Under the 1992 Cable Act's definition of
effective competition, nearly all cable television systems in the United States,
including those owned and managed by the General Partner, became subject to rate
regulation of basic cable services. In addition, the 1992 Cable Act allowed the
FCC to regulate rates for non-basic service tiers other than premium services in
response to complaints filed by franchising authorities and/or cable
subscribers. In April 1993, the FCC adopted regulations governing rates for
basic and non-basic services. The FCC's rules became effective on September 1,
1993.

In compliance with these rules, the General Partner on behalf of the
Partnership reduced rates charged for certain regulated services in the
Partnership's cable systems effective September 1, 1993. These reductions
resulted in some decrease in Partnership revenues and operating income before
depreciation and amortization; however, the decrease was not as severe as
originally anticipated. The General Partner has undertaken actions to mitigate a
portion of these reductions primarily through (a) new service offerings in some
systems, (b) product re-marketing and re-packaging and (c) marketing efforts
directed at non-subscribers.

On February 22, 1994, however, the FCC adopted several additional rate
orders including an order which revised its earlier-announced regulatory scheme
with respect to rates. The FCC's new regulations generally required rate
reductions, absent a successful cost-of-service showing, of 17 percent of
September 30, 1992 rates, adjusted for inflation, channel modifications,
equipment costs, and increases in programming costs. Further rate reductions for
cable systems whose rates are below the revised benchmark levels, as well as
reductions that would require operators to reduce rates below benchmark levels
in order to achieve a 17 percent rate reduction, were held in abeyance pending
completion of cable system cost studies. The FCC recently requested some of
these "low price" systems to complete cost study questionnaires. After review of
these questionnaires, the FCC could decide to permanently defer any further rate
reductions, or require the additional 7 percent rate roll back for some or all
of these systems. The FCC has also adopted its proposed upgrade methodology by
which operators would be permitted to recover the costs of upgrading their
plant.

After analyzing the effects of the two methods of rate regulation, the
Partnership elected to file cost-of-service showings for its Surfside System and
Little Rock System. The General Partner anticipates no further reductions in
revenues or operating income before depreciation and amortization resulting from
the FCC's rate regulations. At this time, however, the regulatory authorities
have not approved the cost-of-service showings, and there can be no assurance
that the Partnership's cost-of-service showings will prevent further rate
reductions until such final approval is received. The Venture complied with the
new benchmark regulations and reduced rates in its Broward County System.

On November 10, 1994, the FCC also announced a revision to its
regulations governing the manner in which cable operators may charge subscribers
for new cable programming services. In addition to the present formula for
calculating the permissible rate for new services, the FCC instituted a
three-year flat fee mark-up plan for charges relating to new channels of cable
programming services. Commencing on January 1, 1995, cable system operators may
charge for new channels of cable programming services added after May 14, 1994
at a rate of up to 20 cents per channel, but may not make adjustments to monthly
rates totaling more than $1.20 plus an additional 30 cents for programming
license fees per subscriber over the first two years of the three-year period
for these new services. Operators may charge an additional 20 cents in the third
year only for channels added in

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that year plus the costs for the programming. Operators electing to use the 20
cent per channel adjustment may not also take a 7.5 percent mark-up on
programming cost increases, which is permitted under the FCC's current rate
regulations. The FCC has requested further comment as to whether cable operators
should continue to receive the 7.5 percent mark-up on increases in license fees
on existing programming services.

The FCC also announced that it will permit operators to offer a "new
product tier" ("NPT"). Operators will be able to price the NPT as they elect so
long as, among other conditions, other channels that are subject to rate
regulation are priced in conformity with applicable regulations and operators do
not remove programming services from existing tiers and offer them on the NPT.

In September 1995, the FCC authorized a new, alternative method of
implementing rate adjustments which will allow cable operators to increase rates
for programming annually on the basis of projected increases in external costs
(inflation, costs for programming, franchise-related obligations and changes in
the number of regulated channels) rather than on the basis of cost increases
incurred in the preceding calendar quarter. Operators that elect not to recover
all of their accrued external costs and inflation pass-throughs each year may
recover them (with interest) in subsequent years.

In December 1995, the FCC adopted final cost-of-service rate
regulations requiring, among other things, cable operators to exclude 34 percent
of system acquisition costs related to intangible and tangible assets used to
provide regulated services. The FCC also reaffirmed the industry-wide 11.25
percent after tax rate of return on an operator's allowable rate base, but
initiated a further rulemaking in which it proposes to use an operator's actual
debt cost and capital structure to determine an operator's cost of capital or
rate of return. After a rate has been set pursuant to a cost-of-service showing,
rate increases for regulated services are indexed for inflation, and operators
are permitted to increase rates in response to increases in costs beyond their
control, such as taxes and increased programming costs.

The United States Court of Appeals for the District of Columbia Circuit
recently upheld the FCC's rate regulations implemented pursuant to the 1992
Cable Act, but ruled that the FCC impermissibly failed to permit cable operators
to adjust rates for certain cost increases incurred during the period between
the date the 1992 Cable Act was passed through the initial date of rate
regulation. The FCC has not yet implemented the court's ruling.

There have been several lawsuits filed by cable operators and
programmers in federal court challenging various aspects of the 1992 Cable Act
including its provisions relating to mandatory broadcast signal carriage,
retransmission consent, access to cable programming, rate regulations,
commercial leased channels and public access channels. On April 8, 1993, a
three-judge federal district court panel issued a decision upholding the
constitutionality of the mandatory signal carriage requirements of the 1992
Cable Act. That decision was appealed directly to the United States Supreme
Court. The United States Supreme Court vacated the lower court decision on June
27, 1994 and remanded the case to the district court for further development of
a factual record. On December 12, 1995, the three-judge federal district court
again upheld the must-carry rules' validity. This decision has been appealed to
the United States Supreme Court.

In 1993, a federal district court upheld provisions of the 1992 Cable
Act concerning rate regulation, retransmission consent, restrictions on
vertically integrated cable television operators and programmers, mandatory
carriage of programming on commercial leased channels and public, educational
and governmental access channels and the exemption for municipalities from civil
damage liability arising out of local regulation of cable services. The 1992
Cable Act's provisions providing for multiple ownership limits for cable
operators and advance notice of free previews for certain programming services
have been found unconstitutional and these decisions have been appealed. The
FCC's regulations relating to the carriage of indecent programming, which were
recently upheld by the United States Court of Appeals for the District of
Columbia, have been appealed to the United States Supreme Court.

Franchising. The responsibility for franchising or other authorization
of cable television systems is left to state and local authorities. There are,
however, several provisions in the 1984 Cable Act that govern the terms

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and conditions under which cable television systems provide service. These
include uniform standards and policies that are applicable to cable television
operators seeking renewal of a cable television franchise. The procedures
established provide for a formal renewal process should the franchising
authority and the cable television operator decline to use an informal
procedure. A franchising authority unable to make a preliminary determination to
renew a franchise is required to hold a hearing in which the operator has the
right to participate. In the event a determination is made not to renew the
franchise at the conclusion of the hearing, the franchising authority must
provide the operator with a written decision stating the specific reasons for
non-renewal. Generally, the franchising authority can finally decide not to
renew a franchise only if it finds that the cable operator has not substantially
complied with the material terms of the present franchise, has not provided
reasonable service in light of the community's needs, does not have the
financial, legal or technical ability to provide the services being proposed for
the future, or has not presented a reasonable proposal for future service. A
final decision of non-renewal by the franchising authority is appealable in
court.

A provision of the 1996 Act preempts franchising authorities from
regulating telecommunications services provided by cable operators and from
requiring cable operators to obtain a franchise to provide such services. A
franchising authority may not require a cable operator to provide
telecommunications services or facilities, other than an institutional network,
as a condition to a grant, renewal or transfer of a cable franchise.

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

Neither the Partnership nor the Venture depends to any material extent
on the availability of raw materials; it carries no significant amounts of
inventory and it has no material backlog of customer orders. The Partnership has
no employees because all properties are managed by employees of the General
Partner. The General Partner has engaged in research and development activities
relating to the provision of new services but the amount of the Partnership's or
the Venture's funds expended for such research and development has never been
material.

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

ITEM 2. PROPERTIES

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

FUND SYSTEM ACQUISITION DATE

Cable TV Fund 14-B, Ltd. Surfside System September 1988
Little Rock System November 1989

Cable TV Fund 14-A/B Venture Broward County System March 1988

The following sets forth (i) the monthly basic plus service rates
charged to subscribers and (ii) the number of basic subscribers and pay units
for the Systems. The monthly basic service rates set forth herein represent,
with respect to systems with multiple headends, the basic service rate charged
to the majority of the

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subscribers within the system. In cable television systems, basic subscribers
can subscribe to more than one pay TV service. Thus, the total number of pay
services subscribed to by basic subscribers are called pay units. As of December
31, 1995, the Little Rock System operated cable plant passing approximately
7,500 homes, representing an approximate 75% penetration rate; the Surfside
System operated cable plant passing approximately 30,900 homes, representing an
approximate 64% penetration rate; and the Broward County System operated cable
plant passing approximately 89,100 homes, representing an approximate 55%
penetration rate. Figures for numbers of subscribers and homes passed are
compiled from the General Partner's records and may be subject to adjustments.

CABLE TV FUND 14-B, LTD.

<TABLE>
<CAPTION>
At December 31,
------------------------------------------
LITTLE ROCK SYSTEM 1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Monthly basic plus service rate $23.27 $21.77 $21.77
Basic subscribers 5,673 5,336 4,875
Pay units 4,608 4,605 4,171

<CAPTION>
At December 31,
------------------------------------------
SURFSIDE SYSTEM 1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Monthly basic plus service rate $22.59 $21.09 $23.23
Basic subscribers 20,055 18,969 17,770
Pay units 14,083 12,424 10,168

<CAPTION>
CABLE TV FUND 14-A/B VENTURE
At December 31,
------------------------------------------
BROWARD COUNTY SYSTEM 1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Monthly basic plus service rate $24.16 $23.56 $24.00
Basic subscribers 49,654 47,819 45,515
Pay units 42,167 41,270 37,684
</TABLE>

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.

9
<PAGE> 10
PART II.

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

While the Partnership is publicly held, there is no public market for
the limited partnership interests, and it is not expected that a market will
develop in the future. As of February 15, 1996, the number of equity security
holders in the Partnership was 16,703.

10
<PAGE> 11
Item 6. Selected Financial Data

<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------------------------------
Cable TV Fund 14-B, Ltd.* 1995 1994 1993 1992 1991
- ------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 34,443,760 $ 32,084,279 $ 31,735,048 $ 29,559,867 $ 27,027,603
Depreciation and Amortization 14,265,096 15,037,554 15,812,869 16,645,383 16,986,839
Operating Loss (2,684,818) (5,677,171) (5,755,811) (7,021,107) (8,651,048)
Minority Interest in Consolidated Loss 1,104,003 1,468,218 1,277,358 1,676,435 2,178,493
Net Loss (6,108,952) (7,903,005) (7,637,593) (9,183,119) (11,408,064)
Net Loss per Limited Partnership Unit (23.14) (29.94) (28.93) (34.79) (43.21)
Weighted average number of
Limited Partnership Units outstanding 261,353 261,353 261,353 261,353 261,353
General Partner's Deficit (669,272) (608,182) (529,152) (452,776) (360,945)
Limited Partners' Capital 46,351,686 52,399,548 60,223,523 67,784,740 76,876,028
Total Assets 111,850,697 118,867,757 128,779,941 141,753,537 151,427,141
Debt 56,241,715 57,376,558 58,881,755 62,752,746 61,639,568
General Partner Advances 1,896,049 297,956 29,182 119,337 -
</TABLE>

* Cable TV Fund 14-B, Ltd.'s. selected financial data includes 100 percent
of the accounts of Cable TV Fund 14-A/B Venture on a consolidated basis.

<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------------------------------
Cable TV Fund 14-A/B Venture 1995 1994 1993 1992 1991
- ---------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $23,469,505 $22,183,524 $22,068,952 $20,212,867 $18,366,881
Depreciation and Amortization 8,774,507 9,188,994 9,352,808 9,971,915 10,472,621
Operating Loss (753,422) (2,661,198) (2,324,939) (3,293,133) (4,361,200)
Net Loss (4,073,811) (5,417,779) (4,713,500) (6,186,107) (8,038,720)
Partners' Capital 17,990,152 22,063,963 27,481,742 32,195,242 38,381,349
Total Assets 62,447,556 66,597,460 72,315,816 80,404,133 85,533,244
Debt 40,530,652 42,271,921 43,461,730 46,908,409 46,037,691
Jones Intercable, Inc. Advances 2,206,959 354,179 57,920 125,873 16,705
</TABLE>

11
<PAGE> 12
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

CABLE TV FUND 14-B, LTD.

RESULTS OF OPERATIONS

The results of operations for Cable TV Fund 14-B, Ltd. (the
"Partnership") are summarized below:

<TABLE>
<CAPTION>
Year Ended December 31, 1995
------------------------------------------------
Partnership Venture
Owned Owned Consolidated
----------- ----------- ------------
<S> <C> <C> <C>
Revenues $10,974,255 $23,469,505 $34,443,760

Operating expenses $ 6,061,604 $12,620,209 $18,681,813

Management fees and allocated overhead from General Partner $ 1,353,458 $ 2,828,211 $ 4,181,669

Depreciation and amortization $ 5,490,589 $ 8,774,507 $14,265,096

Operating loss $(1,931,396) $ (753,422) $(2,684,818)

Interest expense $(1,189,677) $(3,371,524) $(4,561,201)

Consolidated loss before minority interest $(3,139,144) $(4,073,811) $(7,212,955)

Minority interest in consolidated loss $ - $ 1,104,003 $ 1,104,003

Net loss $(3,139,144) $(2,969,808) $(6,108,952)
</TABLE>

<TABLE>
<CAPTION>
Year Ended December 31, 1994
------------------------------------------------
Partnership Venture
Owned Owned Consolidated
----------- ----------- ------------
<S> <C> <C> <C>
Revenues $ 9,900,755 $22,183,524 $32,084,279

Operating expenses $ 5,796,460 $12,878,438 $18,674,898

Management fees and allocated overhead from General Partner $ 1,271,708 $ 2,777,290 $ 4,048,998

Depreciation and amortization $ 5,848,560 $ 9,188,994 $15,037,554

Operating loss $(3,015,973) $(2,661,198) $(5,677,171)

Interest expense $ (935,926) $(2,728,034) $(3,663,960)

Consolidated loss before minority interest $(3,953,444) $(5,417,779) $(9,371,223)

Minority interest in consolidated loss $ - $ 1,468,218 $ 1,468,218

Net loss $(3,953,444) $(3,949,561) $(7,903,005)
</TABLE>

12
<PAGE> 13
1995 Compared to 1994 -

Partnership owned -

Revenues of the Partnership's Surfside System and Little Rock System
increased $1,073,500, or approximately 11 percent, to $10,974,255 in 1995 from
$9,900,755 in 1994. The number of basic subscribers totaled 25,728 at December
31, 1995 compared to 24,304 at December 31, 1994, an increase of 1,423 or
approximately 6 percent. This increase in basic subscribers accounted for
approximately 37 percent of the increase in revenues. Basic service rate
adjustments accounted for approximately 31 percent and increases in advertising
sales and premium service revenue accounted for approximately 15 percent and 9
percent, respectively, of the increase in revenues.

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

Operating expenses increased $265,144, or approximately 5 percent, to
$6,061,604 in 1995 from $5,796,460 in 1994. Operating expenses represented
approximately 55 percent and 59 percent of revenue for 1995 and 1994,
respectively. Increases in programming fees, advertising expenses and
marketing expenses were primarily responsible for the increase in operating
expense. No other individual factor significantly affected the increase in
operating expenses.

Management fees and allocated overhead from the General Partner
increased $81,750, or approximately 6 percent, to $1,353,458 in 1995 from
$1,271,708 in 1994 due to the increase in revenues, upon which such fees and
allocations are based and increases in allocated expenses from the General
Partner.

Depreciation and amortization expense decreased $357,971, or
approximately 6 percent, to $5,490,589 in 1995 from $5,848,560 in 1994. This
decrease is due to the maturation of the Partnership's asset base.

Operating loss decreased $1,084,577, or approximately 36 percent, to
$1,931,396 in 1995 from $3,015,973 in 1994. This decrease is due to the
increase in revenues and the decrease in depreciation and amortization
exceeding the increases in operating expense and management fees and allocated
overhead from the General Partner.

The cable television industry generally measures the financial
performance of a cable television system in terms of cash flow or operating
income before depreciation and amortization. The value of a cable television
system is often determined using multiples of cash flow. This measure is not
intended to be a substitute or improvement upon the items disclosed on the
financial statements, rather it is included because it is an industry standard.
Operating income before depreciation and amortization expense increased
$726,606, or approximately 26 percent, to $3,559,193 in 1995 from $2,832,587 in
1994 due to the increase in revenues exceeding the increases in operating
expenses and management fees and allocated overhead from the General Partner.

Interest expense increased $253,751, or approximately 27 percent, to
$1,189,677 in 1995 from $935,926 in 1994. This increase was due to higher
effective interest rates and higher outstanding balances on interest bearing
obligations in 1995.

Net loss decreased $814,300, or approximately 21 percent, to
$3,139,144 in 1995 from $3,953,444 in 1994. These losses were primarily the
result of the factors discussed above.

Venture owned -

In addition to its ownership of the Surfside System and the Little
Rock System, the Partnership owns a 73 percent interest in the Venture.

Revenues of the Venture's Broward County System increased $1,285,981,
or approximately 6 percent, to $23,469,505 in 1995 from $22,183,524 in 1994.
The number of basic subscribers totaled 49,654 at December 31, 1995 compared to
47,819 at December 31, 1994, an increase of 1,835, or approximately 4 percent.
This increase in basic subscribers accounted for approximately 44 percent of
the increases in revenue. Increases in premium service revenue accounted for
approximately 25 percent of the increases in revenue and basic service rate
adjustments accounted for approximately 11 percent of the increases in revenue.
No other individual factor significantly affected the increase in revenues.

Operating expense decreased $258,229, or approximately 2 percent, to
$12,620,209 in 1995 from $12,878,438 in 1994. Operating expenses represented
54 percent of revenue in 1995, compared to 58 percent in 1994. The decrease in
operating

13
<PAGE> 14
expenses was due primarily to decreases in personnel and marketing expenses,
which were partially offset by increases in programming fees and office related
expenses. No other individual factor significantly affected the increase in
operating expense.

Management fees and allocated overhead from Jones Intercable, Inc.
increased $50,921, or approximately 2 percent, to $2,828,211 in 1995 from
$2,777,290 in 1994 primarily due to the increase in revenues upon which such
fees and allocations are based.

Depreciation and amortization expense decreased $414,487, or
approximately 5 percent, to $8,774,507 in 1995 from $9,188,994 in 1994. The
decrease in depreciation and amortization expense was attributable to the
maturation of the Venture's asset base.

Operating loss decreased $1,907,776, or approximately 72 percent, to
$753,422 in 1995 from $2,661,198 in 1994. This decrease was due to the
increase in revenues and the decreases in operating and depreciation and
amortization expenses exceeding the increase in management fees and allocated
overhead from Intercable.

Operating income before depreciation and amortization expense
increased $1,493,289, or approximately 23 percent, to $8,021,085 in 1995 from
$6,527,796 in 1994 due to the increases in revenues and decreases in operating
expenses exceeding the increase in management fees and allocated overhead from
Intercable.

Interest expense increased $643,490, or approximately 24 percent, to
$3,371,524 in 1995 from $2,728,034 in 1994 due to higher effective interest
rates and higher outstanding balances on interest bearing obligations.

Net loss decreased $1,343,968, or approximately 25 percent, to
$4,073,811 in 1995 from $5,417,779 in 1994. These losses were primarily the
result of the factors discussed above.

1994 Compared to 1993 -

Partnership owned -

Revenues in the Partnership's Surfside System and Little Rock System
increased $234,659, or approximately 2 percent, to $9,900,755 in 1994 from
$9,666,096 in 1993. Increases in revenues from advertising sales and
pay-per-view were primarily responsible for the increase in revenues. In
addition, the increase in revenues would have been greater but for the
reduction in basic rates due to basic rate regulations issued by the FCC in
April 1993 with which the Partnership complied effective September 1993.

Operating expenses increased $485,218, or approximately 9 percent, to
$5,796,460 in 1994 from $5,311,242 in 1993. Operating expenses represented
approximately 59 percent and 55 percent of revenue for 1994 and 1993,
respectively. Increases in programming fees were primarily responsible for the
increase in operating expense. No other individual factor significantly
affected the increase in operating expenses.

Management fees and allocated overhead from the General Partner
decreased $53,957, or approximately 4 percent, to $1,271,708 in 1994 from
$1,325,665 in 1993 due to a decrease in allocated expenses from the General
Partner caused by a change in allocation methods.

Depreciation and amortization expense decreased $611,501, or
approximately 9 percent, to $5,848,560 in 1994 from $6,460,061 in 1993. This
decrease was due to the maturation of the Partnership's asset base.

Operating loss decreased $414,899, or approximately 12 percent, to
$3,015,973 in 1994 from $3,430,872 in 1993. This decrease was due to the
increase in revenues and the decreases in management fees and allocated
overhead from the General Partner and depreciation and amortization exceeding
the increase in operating expense.

Operating income before depreciation and amortization expense
decreased $196,602, or approximately 6 percent, to $2,832,587 in 1994 from
$3,029,189 in 1993 due to the increase in operating expenses exceeding the
increase in revenues and the decrease in management fees and allocated overhead
from the General Partner.

Interest expense increased $176,775, or approximately 23 percent, to
$935,926 in 1994 from $759,151 in 1993. This increase was due to higher
effective interest rates on interest bearing obligations.

14
<PAGE> 15
Net loss decreased $248,007, or approximately 6 percent, to $3,953,444
in 1994 from $4,201,451 in 1993. These losses were primarily the result of the
factors discussed above. Venture owned -

In addition to its wholly owned systems, the Partnership owns a 73
percent interest in the Venture.

Revenues of the Venture's Broward County System increased $114,572, or
less than l percent, to $22,183,524 in 1994 from $22,068,952 in 1993.
Increases in advertising sales revenues and home shopping revenues were
primarily responsible for the increase in revenues. The increase in revenues
would have been greater but for the reduction in basic rates due to the basic
rate regulations issued by the FCC in April 1993 and February 1994 with which
the Venture complied effective September 1993 and July 1994, respectively. No
other individual factor significantly affected the increase in revenues.

Operating expense increased $538,923, or approximately 4 percent, to
$12,878,438 in 1994 from $12,339,515 in 1993. Operating expenses represented
58 percent of revenue in 1994, compared to 56 percent in 1993. The increase in
operating expenses was due primarily to increases in programming fees and
advertising sales expenses. No other individual factor significantly affected
the increase in operating expense.

Management fees and allocated overhead from Intercable increased
$75,722, or approximately 3 percent, to $2,777,290 in 1994 from $2,701,568 in
1993 primarily due to an increase in allocated expenses from Jones Intercable,
Inc.

Depreciation and amortization expense decreased $163,814, or
approximately 2 percent, to $9,188,994 in 1994 from $9,352,808 in 1993. The
decrease in depreciation and amortization expense is attributable to the
maturation of the Venture's asset base.

Operating loss increased $336,259, or approximately 14 percent, to
$2,661,198 in 1994 from $2,324,939 in 1993. This increase is due to the
increase in operating expenses and management fees and allocated overhead from
Jones Intercable, Inc. exceeding the increase in revenues and the decrease in
depreciation and amortization expense.

Operating income before depreciation and amortization expense
decreased $500,073, or approximately 7 percent, to $6,527,796 in 1994 from
$7,027,869 in 1993 due to the increases in operating expenses and management
fees and allocated overhead from Jones Intercable, Inc. exceeding the increase
in revenues.

Interest expense increased $277,362, or approximately 11 percent, to
$2,728,034 in 1994 from $2,450,672 in 1993 due to higher effective interest
rates on interest bearing obligations.

Net loss increased $704,279, or approximately 15 percent, to
$5,417,779 in 1994 from $4,713,500 in 1993. The increase was primarily
attributable to the increase in operating loss and the increase in interest
expense. These losses were primarily the result of the factors discussed above.

FINANCIAL CONDITION

In addition to the Surfside System and the Little Rock System, the
Partnership owns a 73 percent interest in the Venture. The accompanying
consolidated financial statements include 100 percent of the accounts of the
Partnership and those of the Venture reduced by Cable TV Fund 14-A, Ltd.'s 27
percent minority interest in the Venture.

The Partnership

For the twelve months ended December 31, 1995, the Partnership
generated net cash from operating activities totaling $1,638,072 which is
available to fund capital expenditures and non-operating costs. The
Partnership expended approximately $2,500,000 on capital additions during 1995
in its Surfside System and Little Rock System. Approximately 32 percent of the
expenditures were for the construction of drops to subscribers homes.
Approximately 17 percent of these expenditures were for the construction of
cable plant extensions. Approximately 8 percent of the expenditures were for
pay security equipment. The remainder of the expenditures were for various
enhancements in the Partnership's cable television systems. Funding for these
expenditures was provided by cash generated by operations. Anticipated capital
expenditures for 1996 are approximately $2,400,000. Approximately 35 percent
are for service drops to homes. Approximately 33 percent of these expenditures
are expected to be used for new plant construction in the Partnership's
systems. The remainder of these expenditures are for various enhancements in
each of the Partnership's systems. Funding for these improvements will be
provided by cash generated from operations and borrowings under the
Partnership's credit facility.

15
<PAGE> 16
In December 1995, the General Partner completed negotiations for a new
reducing revolving credit facility with an available commitment of $18,000,000.
The Partnership borrowed $15,800,000 to repay the then-outstanding balance of
$15,525,000 under the Partnership's prior credit facility and term loan and to
repay General Partner advances. At December 31, 1995, the balance outstanding
was $15,600,000, leaving $2,400,000 available for future borrowings. On
September 30, 1998, the available commitment pertaining to the reducing
revolving credit facility begins to reduce quarterly until March 31, 2003 when
the amount available will be zero. Interest on the reducing revolving credit
facility is at the Partnership's option of the Base Rate plus 1/4 percent, the
London Interbank Offered Rate plus 1-1/4 percent, or the Certificate of Deposit
Rate plus 1-3/8 percent. The effective interest rates on amounts outstanding
as of December 31, 1995 and 1994 were 8.90 percent and 6.97 percent,
respectively.

As a result of borrowings available under the new reducing revolving
credit facility, the General Partner believes that the Partnership has
sufficient sources of capital from cash on hand and cash generated from
operations to service its presently anticipated needs.

The Venture

For the twelve months ended December 31, 1995, the Venture generated
net cash from operating activities totaling $3,909,198 which is available to
fund capital expenditures and non-operating costs. The Venture expended
approximately $3,900,000 on capital additions during 1995. Cable television
plant extensions accounted for approximately 49 percent of these expenditures.
The construction of service drops to homes and rebuilds accounted for
approximately 19 percent and 8 percent, respectively, of the expenditures. The
remainder of these expenditures related to various enhancements in the Broward
County System. These capital expenditures were funded from cash generated from
operations. The Venture plans to expend approximately $4,200,000 for capital
additions in 1996. Of this total, approximately 37 percent will relate to the
construction of service drops to homes and approximately 36 percent is for
cable television plant extensions. The remainder of the anticipated
expenditures are for various enhancements in the Broward County System. These
capital expenditures are expected to be funded from cash on hand, cash
generated from operations and, in its discretion, advances from Intercable.

The balance outstanding on the Venture's term loan at December 31,
1995 was $40,365,468. The term loan is payable in quarterly installments which
began March 31, 1993 and is payable in full by December 31, 1999. Installments
paid during 1995 totaled $1,755,000. Installments due during 1996 total
$3,510,000. Funding for these installments is expected to come from cash on
hand, cash generated from operations and, in its discretion, advances from
Intercable. Interest is at the Venture's option of Prime plus 1/4
percent, the London Interbank Offered Rate plus 1-1/4 percent or the
Certificate of Deposit rate plus 1-3/8 percent. The effective interest rate
on amounts outstanding as of December 31, 1995 and 1994 was 7.17 percent for
both periods.

Because the Venture's credit facility is now a term loan, the Venture
will rely on cash generated from operations and, in its discretion, advances
from Intercable for its liquidity needs unless or until its credit facility is
amended.

REGULATION AND LEGISLATION

The Partnership has filed cost-of-service showings as a result of
rulemakings concerning the 1992 Cable Act for its Surfside System and Little
Rock System and thus anticipates no further reductions in rates in these
systems. The cost-of-service showings have not yet received final approvals
from regulatory authorities, however, and there can be no assurance that the
Partnerships cost-of-service showings will prevent further rate reductions in
these systems until such final approvals are received.

The Telecommunications Act of 1996 (the "1996 Act"), which became law
on February 8, 1996, substantially revised the Communications Act of 1934, as
amended, including the 1984 Cable Act and the 1992 Cable Act, and has been
described as one of the most significant changes in communications regulation
since the original Communications Act of 1934. The 1996 Act is intended, in
part, to promote substantial competition in the telephone local exchange and in
the delivery of video and other services. As a result of the 1996 Act, local
telephone companies (also known as local exchange carriers or "LECs") and other
service providers are permitted to provide video programming, and cable
television operators are permitted entry into the telephone local exchange
market. The FCC is required to conduct rulemaking proceedings over the next
several months to implement various provisions of the 1996 Act.

Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
including the Partnership and the Venture effective March 31, 1999 and the
cable programming service tier of "small" cable operators in systems providing
service to 50,000 or fewer subscribers effective immediately. The 1996 Act
also revised the procedures for filing cable programming service tier rate
complaints and adds a new effective competition test.

16
<PAGE> 17
It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or the Partnership and the Venture in particular.
The FCC will be undertaking numerous rulemaking proceedings to interpret and
implement the 1996 Act. It is not possible at this time to predict the outcome
of those proceedings or their effect on the Partnership and the Venture. See
Item 1.

17
<PAGE> 18
Item 8. Financial Statements

CABLE TV FUND 14-B, LTD. AND
CABLE TV FUND 14-A/B VENTURE

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 1995 AND 1994

INDEX

Report of Independent Public Accountants 19 31

Balance Sheets 20 32

Statements of Operations 22 34

Statements of Partners' Capital (Deficit) 23 35

Statements of Cash Flows 24 36

Notes to Financial Statements 25 37
</TABLE>

18
<PAGE> 19

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying consolidated balance sheets of CABLE
TV FUND 14-B, Ltd.(a Colorado limited partnership) and subsidiary as of
December 31, 1995 and 1994, and the related consolidated statements of
operations, partners' capital (deficit) and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are
the responsibility of the General Partner's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Fund 14-B,
Ltd. and subsidiary as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
April 1, 1996.

19
<PAGE> 20
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
-------------------------------
ASSETS 1995 1994
------ ------------- -------------
<S> <C> <C>
CASH $ 474,904 $ 648,379

TRADE RECEIVABLES, less allowance for doubtful receivables of
$135,202 and $118,967 at December 31, 1995 and 1994, respectively 1,739,859 944,373

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 92,097,232 85,658,550
Less- accumulated depreciation (43,489,032) (37,569,000)
------------- -------------

48,608,200 48,089,550

Franchise costs, net of accumulated amortization of $50,055,945 and
$43,864,245 at December 31, 1995 and 1994, respectively 35,874,852 42,066,552
Subscriber lists, net of accumulated amortization of $15,210,158 and
$13,916,352 at December 31, 1995 and 1994, respectively 2,312,782 3,606,588
Costs in excess of interests in net assets purchased, net of accumulated
amortization of $5,262,396 and $4,572,555 at December 31, 1995
and 1994, respectively 22,324,165 23,014,006
------------- -------------

Total investment in cable television properties 109,119,999 116,776,696

DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 515,935 498,309
------------- -------------

Total assets $ 111,850,697 $ 118,867,757
============= =============
</TABLE>

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

20
<PAGE> 21
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1995 1994
------------------------------------------- ------------ ------------
<S> <C> <C>
LIABILITIES:
Debt $ 56,241,715 $ 57,376,558
Accounts payable-
Trade 19,572 62,146
General Partner 1,896,049 297,956
Deferred brokerage fee 920,000 920,000
Accrued liabilities 1,743,475 1,954,453
Subscriber prepayments 568,400 582,203
------------ ------------

Total liabilities 61,389,211 61,193,316
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 7)

MINORITY INTEREST IN CABLE TELEVISION
JOINT VENTURE 4,779,072 5,883,075
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (670,272) (609,182)
------------ ------------

(669,272) (608,182)
------------ ------------
Limited Partners-
Net contributed capital (261,353 units
outstanding at December 31, 1995 and 1994) 112,127,301 112,127,301
Accumulated deficit (65,775,615) (59,727,753)
------------ ------------

46,351,686 52,399,548
------------ ------------

Total liabilities and partners' capital (deficit) $111,850,697 $118,867,757
============ ============
</TABLE>

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

21
<PAGE> 22
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES $34,443,760 $32,084,279 $31,735,048

COSTS AND EXPENSES:
Operating expenses 18,681,813 18,674,898 17,650,757
Management fees and allocated overhead from
General Partner 4,181,669 4,048,998 4,027,233
Depreciation and amortization 14,265,096 15,037,554 15,812,869
----------- ----------- -----------

OPERATING LOSS (2,684,818) (5,677,171) (5,755,811)
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense (4,561,201) (3,663,960) (3,209,823)
Other, net 33,064 (30,092) 50,683
----------- ----------- -----------

Total other income (expense), net (4,528,137) (3,694,052) (3,159,140)
----------- ----------- -----------

CONSOLIDATED LOSS BEFORE MINORITY INTEREST (7,212,955) (9,371,223) (8,914,951)

MINORITY INTEREST IN CONSOLIDATED LOSS 1,104,003 1,468,218 1,277,358
----------- ----------- -----------

NET LOSS $(6,108,952) $(7,903,005) $(7,637,593)
=========== =========== ===========

ALLOCATION OF NET LOSS:
General Partner $ (61,090) $ (79,030) $ (76,376)
=========== =========== ===========

Limited Partners $(6,047,862) $(7,823,975) $(7,561,217)
=========== =========== ===========

NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (23.14) $ (29.94) $ (28.93)
=========== =========== ===========

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 261,353 261,353 261,353
=========== =========== ===========
</TABLE>

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

22
<PAGE> 23
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of year $ (608,182) $ (529,152) $ (452,776)
Net loss for year (61,090) (79,030) (76,376)
------------ ------------ ------------

Balance, end of year $ (669,272) $ (608,182) $ (529,152)
============ ============ ============

LIMITED PARTNERS:
Balance, beginning of year $ 52,399,548 $ 60,223,523 $ 67,784,740
Net loss for year (6,047,862) (7,823,975) (7,561,217)
------------ ------------ ------------

Balance, end of year $ 46,351,686 $ 52,399,548 $ 60,223,523
============ ============ ============
</TABLE>

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

23
<PAGE> 24
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------
1995 1994 1993
------------ ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,108,952) $(7,903,005) $ (7,637,593)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 14,265,096 15,037,554 15,812,869
Amortization of interest rate protection contract 106,431 108,711 108,708
Minority interest in consolidated loss (1,104,003) (1,468,218) (1,277,358)
Decrease (increase) in trade receivables (795,486) 387,061 (490,713)
Decrease (increase) in deposits, prepaid expenses and
deferred charges (293,774) (311,234) 8,891
Increase (decrease) in advances from General Partner 1,598,093 268,774 (90,155)
Increase (decrease) in accounts payable, accrued
liabilities and subscriber prepayments (267,355) 695,462 (97,499)
------------ ----------- ------------

Net cash provided by operating activities 7,400,050 6,815,105 6,337,150
------------ ----------- ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (6,438,682) (5,071,767) (4,678,400)
------------ ----------- ------------

Net cash used in investing activities (6,438,682) (5,071,767) (4,678,400)
------------ ----------- ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 17,622,092 290,797 319,562
Repayment of debt (18,756,935) (1,795,994) (4,190,553)
Purchase of interest rate protection contracts - - (323,850)
------------ ----------- ------------

Net cash used in financing activities (1,134,843) (1,505,197) (4,194,841)
------------ ----------- ------------

Increase (decrease) in cash (173,475) 238,141 (2,536,091)

Cash, beginning of year 648,379 410,238 2,946,329
------------ ----------- ------------

Cash, end of year $ 474,904 $ 648,379 $ 410,238
============ =========== ============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 4,852,445 $ 3,257,869 $ 3,098,987
============ =========== ============
</TABLE>

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

24
<PAGE> 25
CABLE TV FUND 14-B, LTD.
(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business

Cable TV Fund 14-B, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on September 9, 1987, under a public program sponsored
by Jones Intercable, Inc. ("Intercable"). The Partnership was formed to
acquire, construct, develop and operate cable television systems. Intercable,
a publicly held Colorado corporation, is the "General Partner" and manager of
the Partnership. Intercable and its subsidiaries also own and operate cable
television systems. In addition, Intercable manages cable television systems
for other limited partnerships for which it is general partner and, also, for
other affiliated entities.

Contributed Capital, Commissions and Syndication Costs

The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit). No limited partner is obligated to
make any additional contribution to partnership capital.

Intercable purchased its interest in the Partnership by contributing
$1,000 to partnership capital.

All profits and losses of the Partnership are allocated 99 percent to
the limited partners and 1 percent to Intercable, except for income or gain from
the sale or disposition of cable television properties, which will be allocated
to the partners based upon the formula set forth in the Partnership's
partnership agreement and interest income earned prior to the first acquisition
by the Partnership of a cable television system, which was allocated 100 percent
to the limited partners.

Formation of Joint Venture

On January 8, 1988, Cable TV Fund 14-A, Ltd. and the Partnership
formed Cable TV Fund 14-A/B Venture (the "Venture") to acquire the cable
television system serving areas in and around Broward County, Florida (the
"Broward County System"). Cable TV Fund 14-A, Ltd. contributed $18,975,000 to
the capital of the Venture for a 27 percent ownership interest and the
Partnership contributed $51,025,000 to the capital of the Venture for a 73
percent ownership interest.

Cable Television System Acquisitions

The Partnership acquired the cable television system serving Surfside,
South Carolina (the "Surfside System") in 1988 and the cable television system
serving Little Rock, California (the "Little Rock System") in 1989.

The above acquisitions were accounted for as purchases with the
individual purchase prices allocated to tangible and intangible assets based
upon an independent appraisal. The method of allocation of purchase price was
as follows: first, to the fair value of net tangible assets acquired; second,
to the value of subscriber lists and non compete agreements with previous
owners; third, to franchise costs; and fourth, to costs in excess of interests
in net assets purchased. Brokerage fees paid to an affiliate of Intercable
(Note 3) and other system acquisition costs were capitalized and included in
the cost of intangible assets.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Records

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

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

25
<PAGE> 26
Principles of Consolidation

As a result of the Partnership's ownership interest in the Venture of
73 percent, the accompanying consolidated financial statements present the
Partnership's and the Venture's financial condition and results of operations
on a consolidated basis with the ownership interest of Cable TV Fund 14-A, Ltd.
in the Venture shown as a minority interest. The Venture does not have any
ownership interest in the Surfside System or Little Rock System. These systems
are owned 100 percent by the Partnership. All interpartnership accounts and
transactions have been eliminated.

Property, Plant and Equipment

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

<TABLE>
<S> <C>
Cable distribution systems 5 - 15 years
Equipment and tools 5 years
Office furniture and equipment 5 years
Buildings 20 years
Vehicles 3 years
</TABLE>

Replacements, renewals and improvements are capitalized and maintenance and
repairs are charged to expense as incurred.

Intangible Assets

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

<TABLE>
<S> <C>
Franchise costs 1 - 29 years
Subscriber lists 1 year
Costs in excess of interests in net assets purchased 34 years
</TABLE>

Revenue Recognition

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

(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

Brokerage Fees

The Jones Group, Ltd., a subsidiary of Intercable, performs brokerage
services for the Partnership. For brokering the acquisition of the Surfside
System for the Partnership, The Jones Group, Ltd. earned a fee totaling
$1,920,000, or 4 percent of the purchase price, during the year ended December
31, 1988. $920,000 of such fee has been deferred until the sale of the
Surfside System.

Management Fees, Distribution Ratios and Reimbursements

Intercable manages the Partnership and the Venture and receives a fee
for its services equal to five percent of the gross revenues of the Partnership
and the Venture, excluding revenues from the sale of cable television systems
or franchises. Management fees paid to Intercable by the Partnership and the
Venture for the years ended December 31, 1995, 1994 and 1993 were $1,722,188,
$1,604,214 and $1,586,750, respectively.

Any partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners
and 1 percent to Intercable. Any distributions other than interest income on
limited partner subscriptions earned prior to the acquisition of the
Partnership's first cable television system or from cash flow, such as from the
sale or refinancing of a system or upon dissolution of the Partnership, will be
made as follows: first, to the limited partners in an amount which, together
with all prior distributions, will equal 125 percent of the amount initially
contributed to the Partnership capital by the limited partners; the balance, 75
percent to the limited partners and 25 percent to Intercable.

26
<PAGE> 27
The Partnership and the Venture reimburse Intercable for certain
allocated overhead and administrative expenses. These expenses include
salaries and benefits paid for corporate personnel, rent, data processing
services and other corporate facilities costs. Such personnel provide
engineering, marketing, accounting, administrative, legal, and investor
relations services to the Partnership and to the Venture. Allocations of
personnel costs are based primarily on actual time spent by employees of
Intercable with respect to each Partnership managed. Remaining expenses are
allocated based on the pro rata relationship of the Partnership's and Venture's
revenues to the total revenues of all systems owned or managed by Intercable
and certain of its subsidiaries. Systems owned by Intercable and all other
systems owned by partnerships for which Intercable is the general partner are
also allocated a proportionate share of these expenses. Intercable believes
that the methodology used in allocating overhead and administrative expense is
reasonable. Reimbursements made to Intercable for allocated overhead and
administrative expenses during the years ended December 31, 1995, 1994 and
1993 were $2,459,481, $2,444,784 and $2,440,481, respectively.

The Partnership and the Venture were charged interest during 1995 at
an average interest rate of 10.51 percent on the amounts due Intercable, which
approximated Intercable's weighted average cost of borrowing. Total interest
charged to the Partnership and the Venture by Intercable was $145,929, $960 and
$2,361 for the years ended December 31, 1995, 1994 and 1993, respectively.

Payments to/from Affiliates for Programming Services

The Partnership and the Venture receive programming from Product
Information Network, Superaudio, Mind Extension University and Jones Computer
Network, all of which are affiliates of Intercable.

Payments to Superaudio by the Partnership and the Venture totaled
$46,269, $46,768 and $46,177, in 1995, 1994 and 1993, respectively. Payments
to Mind Extension University by the Partnership and Venture totaled $49,493,
$42,373 and $26,824 in 1995, 1994 and 1993, respectively. Payments by the
Partnership and the Venture to Jones Computer Network, which initiated service
in 1994, totaled $34,402 and $14,957 in 1995 and 1994, respectively.

The Partnership and the Venture received commissions from Product
Information Network based on a percentage of advertising revenue and number of
subscribers. Product Information Network, which initiated service in 1994,
paid commissions to the Partnership and the Venture totaling $54,759 and
$31,126 in 1995 and 1994, respectively.

(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of December 31, 1995 and 1994,
consisted of the following:

<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Cable distribution systems $ 82,906,681 $ 76,988,622
Equipment and tools 2,682,192 2,448,874
Office furniture and equipment 1,584,101 1,538,279
Buildings 2,202,173 2,149,823
Vehicles 1,535,784 1,346,651
Land 1,186,301 1,186,301
------------ ------------
92,097,232 85,658,550

Less - accumulated depreciation (43,489,032) (37,569,000)
------------ ------------

Total $ 48,608,200 $ 48,089,550
============ ============
</TABLE>

27
<PAGE> 28
(5) DEBT

<TABLE>
<CAPTION>
Debt consists of the following: December 31,
----------------------------------
1995 1994
----------- -----------
<S> <C> <C>
Lending institutions-
Term loan for the Venture $40,365,468 $42,120,468
Revolving credit and term loan for the Partnership 15,600,000 15,050,000

Capital lease obligations 276,247 206,090
----------- -----------

Total $56,241,715 $57,376,558
=========== ===========
</TABLE>

The balance outstanding on the Venture's term loan at December 31,
1995 was $40,365,468. The term loan is payable in quarterly installments which
began March 31, 1993 and is payable in full by December 31, 1999. Installments
paid during 1995 totaled $1,755,000. Installments due during 1996 total
$3,510,000. Funding for these installments is expected to come from cash on
hand, cash generated from operations and, in its discretion, advances from the
General Partner. The Venture will attempt to amend its credit facility in 1996
to provide additional liquidity. Interest is at the Venture's option of Prime
plus 1/4 percent, the London Interbank Offered Rate plus 1-1/4 percent or the
Certificate of Deposit rate plus 1-3/8 percent. The effective interest rate
on amounts outstanding as of December 31, 1995 and 1994 was 7.17 percent for
both periods.

In January 1993, the Venture entered into an interest rate cap
agreement covering outstanding debt obligations of $25,000,000. The Venture
paid a fee of $246,250. The agreement protected the Venture from LIBOR
interest rates that exceeded 7 percent for three years from the date of the
agreement. The fee was charged to interest expense over the life of the
agreement using the straight-line method. The agreement expired in January
1996.

In December 1995, the General Partner completed negotiations for a new
reducing revolving credit facility with an available commitment of $18,000,000.
The Partnership borrowed $15,800,000 to repay the then-outstanding balance of
$15,525,000 under the Partnership's prior credit facility and term loan and to
repay General Partner advances. At December 31, 1995, the balance outstanding
was $15,600,000, leaving $2,400,000 available for future borrowings. On
September 30, 1998, the available commitment pertaining to the reducing
revolving credit facility begins to reduce quarterly until March 31, 2003 when
the amount available will be zero. Interest on the reducing revolving credit
facility is at the Partnership's option of the Base Rate plus 1/4 percent, the
London Interbank Offered Rate plus 1-1/4 percent, or the Certificate of Deposit
Rate plus 1-3/8 percent. The effective interest rates on amounts outstanding
as of December 31, 1995 and 1994 were 8.90 percent and 6.97 percent,
respectively.

In January 1993, the Partnership entered into an interest rate cap
agreement covering outstanding debt obligations of $8,000,000. The Partnership
paid a fee of $77,600. The agreement protected the Partnership from LIBOR
interest rates that exceeded 7 percent for three years from the date of the
agreement. The fee was charged to interest expense over the life of this
agreement using the straight-line method. The agreement expired in January
1996.

Installments due on debt principal for each of the five years in the
period ending December 31, 2000 and thereafter, respectively, are:

<TABLE>
<CAPTION>
Venture Fund 14-B Total
----------- ------------ -----------
<S> <C> <C> <C>
1996 $ 3,559,555 $ 33,319 $ 3,592,874
1997 4,729,555 33,319 4,762,874
1998 4,729,555 33,319 4,762,874
1999 27,511,987 761,106 28,273,093
2000 - 3,150,000 3,150,000
Thereafter - 11,700,000 11,700,000
----------- ------------ -----------

Total $40,530,652 $ 15,711,063 $56,241,715
=========== ============ ===========
</TABLE>

At December 31, 1995, substantially all of the Partnership's and the
Venture's property, plant and equipment secured their respective indebtedness.

28
<PAGE> 29
At December 31, 1995, the carrying amount of the Partnership's
long-term debt did not differ significantly from the estimated fair value of
the financial instruments. The fair value of the Partnership's long-term debt
is estimated based on the discounted amount of future debt service payments
using rates of borrowing for a liability of similar risk.

(6) INCOME TAXES

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

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

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

(7) COMMITMENTS AND CONTINGENCIES

The Partnership has filed cost-of-service showings in response to
rulemakings concerning the 1992 Cable Act for its Surfside System and Little
Rock System and thus anticipates no further reductions in rates in these
system. The cost-of-service showings have not yet received final approvals
from regulatory authorities, however, and there can be no assurance that the
Partnership's cost-of-service showings will prevent further rate reductions in
these systems until such final approvals are received.

Office and other facilities are rented under various long-term lease
arrangements. Rent paid under such lease arrangements totaled $62,987, $90,993
and $97,288, respectively, for the years ended December 31, 1995, 1994 and
1993. Minimum commitments under operating leases for each of the five years in
the period ending December 31, 2000 and thereafter are as follows:

<TABLE>
<S> <C>
1996 $ 81,032
1997 55,785
1998 34,766
1999 33,600
2000 33,200
Thereafter 14,875
--------
$253,258
========
</TABLE>

(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION

Supplementary profit and loss information is presented below:

<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Maintenance and repairs $ 340,354 $ 442,368 $ 405,046
=========== =========== ===========

Taxes, other than income and payroll taxes $ 435,128 $ 386,906 $ 390,126
=========== =========== ===========

Advertising $ 275,739 $ 228,144 $ 188,715
=========== =========== ===========

Depreciation of property, plant and equipment $ 6,014,327 $ 6,000,478 $ 6,765,143
=========== =========== ===========

Amortization of intangible assets $ 8,250,769 $ 9,037,076 $ 9,047,726
=========== =========== ===========
</TABLE>

29
<PAGE> 30
(9) OPERATING RESULTS OF SURFSIDE AND LITTLE ROCK SYSTEMS

The results of operations of the Partnership's Surfside System and
Little Rock System on a stand-alone basis are presented below. The Partnership's
share of the Venture-owned Broward County System's operations is also presented.

<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Revenues $10,974,255 $ 9,900,755 $ 9,666,096

Operating expenses (6,061,604) (5,796,460) (5,311,242)
Management fees and allocated overhead from General Partner (1,353,458) (1,271,708) (1,325,665)
Depreciation and amortization (5,490,589) (5,848,560) (6,460,061)
----------- ----------- -----------

Operating loss (1,931,396) (3,015,973) (3,430,872)

Interest expense (1,189,677) (935,926) (759,151)
Other, net (18,071) (1,545) (11,428)
----------- ----------- -----------

Loss of the Surfside System and the Little Rock System (3,139,144) (3,953,444) (4,201,451)

The Partnership's share of the loss of the Broward County System (2,969,808) (3,949,561) (3,436,142)
----------- ----------- -----------

Net loss $(6,108,952) $(7,903,005) $(7,637,593)
=========== =========== ===========
</TABLE>

30
<PAGE> 31

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Cable TV Fund 14-A/B Venture:

We have audited the accompanying balance sheets of CABLE TV FUND
14-A/B VENTURE (a Colorado general partnership) as of December 31, 1995 and
1994, and the related statements of operations, partners' capital and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the General Partner's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Fund
14-A/B Venture as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
April 1, 1996.

31
<PAGE> 32
CABLE TV FUND 14-A/B VENTURE
(A General Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------------------------
ASSETS 1995 1994
------ ------------- -------------
<S> <C> <C>
CASH $ 371,870 $ 254,974

TRADE RECEIVABLES, less allowance for doubtful receivables of
$102,006 and $95,444 at December 31, 1995 and 1994, respectively 1,093,967 601,185

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 52,012,981 48,109,168
Less- accumulated depreciation (24,307,885) (20,972,255)
------------- -------------

27,705,096 27,136,913

Franchise costs, net of accumulated amortization of $34,427,136 and
$30,414,475 at December 31, 1995 and 1994, respectively 13,215,364 17,228,025
Subscriber lists, net of accumulated amortization of $9,461,332 and
$8,745,434 at December 31, 1995 and 1994, respectively 2,259,068 2,974,966
Costs in excess of interests in net assets purchased, net of accumulated
amortization of $4,189,656 and $3,649,056 at December 31, 1995
and 1994, respectively 17,434,410 17,975,010
------------- -------------

Total investment in cable television properties 60,613,938 65,314,914

DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 367,781 426,387
------------- -------------

Total assets $ 62,447,556 $ 66,597,460
============= =============
</TABLE>

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

32
<PAGE> 33
CABLE TV FUND 14-A/B VENTURE
(A General Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
-------------------------------
LIABILITIES AND PARTNERS' CAPITAL 1995 1994
--------------------------------- ------------ ------------
<S> <C> <C>
LIABILITIES:
Debt $ 40,530,652 $ 42,271,921
Accounts payable-
Trade 12,901 60,525
Jones Intercable, Inc. 2,206,959 354,179
Accrued liabilities 1,209,112 1,350,465
Subscriber prepayments 497,780 496,407
------------ ------------

Total liabilities 44,457,404 44,533,497
------------ ------------

COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' CAPITAL:
Contributed capital 70,000,000 70,000,000
Accumulated deficit (52,009,848) (47,936,037)
------------ ------------

17,990,152 22,063,963
------------ ------------

Total liabilities and partners' capital $ 62,447,556 $ 66,597,460
============ ============
</TABLE>

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

33
<PAGE> 34
CABLE TV FUND 14-A/B VENTURE
(A General Partnership)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES $23,469,505 $22,183,524 $22,068,952

COSTS AND EXPENSES:
Operating expenses 12,620,209 12,878,438 12,339,515
Management fees and allocated overhead from
Jones Intercable, Inc. 2,828,211 2,777,290 2,701,568
Depreciation and amortization 8,774,507 9,188,994 9,352,808
----------- ----------- -----------

OPERATING LOSS (753,422) (2,661,198) (2,324,939)
----------- ----------- -----------

OTHER INCOME (EXPENSE):
Interest expense (3,371,524) (2,728,034) (2,450,672)
Other, net 51,135 (28,547) 62,111
----------- ----------- -----------

Total other income (expense) (3,320,389) (2,756,581) (2,388,561)
----------- ----------- -----------

NET LOSS $(4,073,811) $(5,417,779) $(4,713,500)
=========== =========== ===========
</TABLE>

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

34
<PAGE> 35
CABLE TV FUND 14-A/B VENTURE
(A General Partnership)

STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CABLE TV FUND 14-A, LTD. (27%):
Balance, beginning of year $ 5,883,075 $ 7,351,293 $ 8,628,651
Net loss for year (1,104,003) (1,468,218) (1,277,358)
----------- ----------- -----------

Balance, end of year $ 4,779,072 $ 5,883,075 $ 7,351,293
=========== =========== ===========

CABLE TV FUND 14-B, LTD. (73%):
Balance, beginning of year $16,180,888 $20,130,449 $23,566,591
Net loss for year (2,969,808) (3,949,561) (3,436,142)
----------- ----------- -----------

Balance, end of year $13,211,080 $16,180,888 $20,130,449
=========== =========== ===========
TOTAL:
Balance, beginning of year $22,063,963 $27,481,742 $32,195,242
Net loss for year (4,073,811) (5,417,779) (4,713,500)
----------- ----------- -----------

Balance, end of year $17,990,152 $22,063,963 $27,481,742
=========== =========== ===========
</TABLE>

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

35
<PAGE> 36
CABLE TV FUND 14-A/B VENTURE
(A General Partnership)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(4,073,811) $(5,417,779) $(4,713,500)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 8,774,507 9,188,994 9,352,808
Amortization of interest rate protection agreement 82,085 82,080 82,080
Decrease (increase) in trade receivables (492,782) 225,591 (253,001)
Decrease (increase) in deposits, prepaid expenses
and deferred charges (193,197) (206,491) 13,218
Increase (decrease) in accounts payable, accrued
liabilities and subscriber prepayments (187,604) 592,973 139,815
----------- ----------- -----------

Net cash provided by operating activities 3,909,198 4,465,368 4,621,420

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (3,903,813) (3,630,545) (3,040,155)
----------- ----------- -----------

Net cash used in investing activities (3,903,813) (3,630,545) (3,040,155)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 108,593 71,380 159,493
Repayment of debt (1,849,862) (1,261,189) (3,606,172)
Purchase of interest rate protection contract - - (246,250)
Increase (decrease) in advances from Jones Intercable, Inc. 1,852,780 296,259 (67,953)
----------- ----------- -----------
Net cash provided by (used in)
financing activities 111,511 (893,550) (3,760,882)
----------- ----------- -----------

Increase (decrease) in cash 116,896 (58,727) (2,179,617)

Cash, beginning of year 254,974 313,701 2,493,318
----------- ----------- -----------

Cash, end of year $ 371,870 $ 254,974 $ 313,701
=========== =========== ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 3,467,008 $ 2,454,391 $ 2,333,869
=========== =========== ===========
</TABLE>

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

36
<PAGE> 37
CABLE TV FUND 14-A/B VENTURE
(A General Partnership)

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business

On January 8, 1988, Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B,
Ltd. (the "Venture Partners") formed a Colorado general partnership known as
Cable TV Fund 14-A/B Venture (the "Venture") by contributing $18,975,000 and
$51,025,000, respectively, for 27 percent and 73 percent ownership interests,
respectively. The Venture was formed for the purpose of acquiring the cable
television system serving areas in and around Broward County, Florida (the
"Broward County System").

Jones Intercable, Inc. ("Intercable"), general partner of each of the
Venture Partners, manages the Venture. Intercable and its subsidiaries also
own and operate cable television systems. In addition, Intercable manages
cable television systems for other limited partnerships for which it is general
partner and for other affiliated entities.

Contributed Capital

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

All Venture distributions, including those made from cash flow, from
the sale or refinancing of Venture property and on dissolution of the Venture,
shall be made to the Venture Partners in proportion to their 27 and 73 percent
interests in the Venture.

Cable Television System Acquisition

The Broward County System acquisition was accounted for as a purchase
with the purchase price allocated to tangible and intangible assets based upon
an independent appraisal. The method of allocation of purchase price was as
follows: first, to the fair value of net tangible assets acquired; second, to
the value of subscriber lists and noncompete agreements with previous owners;
third, to franchise costs; and fourth, to costs in excess of interests in net
assets purchased. Brokerage fees paid to an affiliate of the General Partner
and other system acquisition costs were capitalized and included in the cost of
intangible assets.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Records

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

Property, Plant and Equipment

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

<TABLE>
<S> <C>
Cable distribution systems 5 - 15 years
Equipment and tools 5 years
Office furniture and equipment 5 years
Buildings 10 - 20 years
Vehicles 3 years
</TABLE>

Replacements, renewals and improvements are capitalized and
maintenance and repairs are charged to expense as incurred.

37
<PAGE> 38
Intangible Assets

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

<TABLE>
<S> <C>
Franchise costs 1 - 7 years
Subscriber lists 3 years
Costs in excess of interests in net assets purchased 33 years
</TABLE>

Revenue Recognition

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

(3) TRANSACTIONS WITH AFFILIATES

Management Fees and Reimbursements

Intercable manages the Venture and receives a fee for its services
equal to five percent of the gross revenues of the Venture, excluding revenues
from the sale of cable television systems or franchises. Management fees paid
to Intercable by the Venture for the years ended December 31, 1995, 1994 and
1993 were $1,173,475, $1,109,176 and $1,103,448, respectively.

The Venture reimburses Intercable for allocated overhead and
administrative expenses. These expenses include salaries and related benefits
paid for corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provide engineering, marketing,
accounting, administrative, legal, and investor relations services to the
Venture. Allocations of personnel costs are based primarily on actual time
spent by employees of Intercable with respect to each entity managed.
Remaining expenses are allocated based on the pro rata relationship of the
Venture's revenues to the total revenues of all systems owned or managed by
Intercable and certain of its subsidiaries. Systems owned by Intercable and
all other systems owned by partnerships for which Intercable is the general
partner are also allocated a proportionate share of these expenses. Intercable
believes that the methodology used in allocating overhead and administrative
expenses is reasonable. Reimbursements made to Intercable by the Venture for
allocated overhead and administrative expenses during the years ended December
31, 1995, 1994 and 1993 were $1,654,736, $1,668,114 and $1,598,120,
respectively.

The Venture was charged interest during 1995 at an average interest
rate of 10.51 percent on the amounts due Intercable, such rate approximated
Intercable's weighted average cost of borrowing. Total interest charged to the
Venture by Intercable was $155,659, $960 and $2,361 for the years ended
December 31, 1995, 1994 and 1993, respectively.

Payments to/from Affiliates for Programming Services

The Venture receives programming from Superaudio, Mind Extension
University, Jones Computer Network and Product Information Network, all of
which are affiliates of Intercable.

Payments to Superaudio totaled $30,171, $30,631 and $30,018 in 1995,
1994 and 1993, respectively. Payments to Mind Extension University totaled
$32,268, $27,751 and $17,451 in 1995, 1994 and 1993, respectively. Payments to
Jones Computer Network, which initiated service in 1994, totaled $-0- and
$5,694 in 1995 and 1994, respectively.

The Venture receives a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers.
Product Information Network, which initiated service in 1994, paid commissions
to the Venture totaling $23,430 and $23,856 in 1995 and 1994, respectively.

38
<PAGE> 39
(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of December 31, 1995 and 1994,
consisted of the following:

<TABLE>
<CAPTION>
December 31,
--------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Cable distribution systems $ 45,655,600 $ 41,905,039
Equipment and tools 1,749,450 1,676,058
Office furniture and equipment 1,150,940 1,117,198
Buildings 1,869,631 1,865,476
Vehicles 856,493 814,530
Land 730,867 730,867
------------ ------------
52,012,981 48,109,168

Less - accumulated depreciation (24,307,885) (20,972,255)
------------ ------------

$ 27,705,096 $ 27,136,913
============ ============
</TABLE>

(5) DEBT

<TABLE>
<CAPTION>
Debt consists of the following: December 31,
--------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Lending institutions-
Revolving credit and term loan $40,365,468 $42,120,468

Capital lease obligations 165,184 151,453
----------- -----------

$40,530,652 $42,271,921
=========== ===========
</TABLE>

The balance outstanding on the Venture's term loan at December 31,
1995 was $40,365,468. The term loan is payable in quarterly installments which
began March 31, 1993 and is payable in full by December 31, 1999. Installments
paid during 1995 totaled $1,755,000. Installments due during 1996 total
$3,510,000. Funding for these installments is expected to come from cash on
hand, cash generated from operations and, in its discretion, advances from
Intercable. Interest is at the Venture's option of Prime plus 1/4 percent,
the London Interbank Offered Rate ("LIBOR") plus 1-1/4 percent or the
Certificate of Deposit rate plus 1-3/8 percent. The effective interest rate
on amounts outstanding as of December 31, 1995 and 1994 was 7.17 percent for
both periods.

In January 1993, the Venture entered into an interest rate cap
agreement covering outstanding debt obligations of $25,000,000. The Venture
paid a fee of $246,250. The agreement protected the Venture from LIBOR
interest rates that exceeded 7 percent for three years from the date of the
agreement. The fee was being charged to interest expense over the life of the
agreement using the straight-line method. The agreement expired in January
1996.

Installments due on debt principal for each of the five years in the
period ending December 31, 2000 and thereafter, respectively, are: $3,559,555,
$4,729,555, $4,729,555, $27,511,987, $-0- and $-0-. At December 31, 1995,
substantially all of the Venture's property, plant and equipment secured the
above indebtedness.

At December 31, 1995, the carrying amount of the Venture's long-term
debt did not differ significantly from the estimated fair value of the
financial instruments. The fair value of the Venture's long-term debt is
estimated based on the discounted amount of future debt service payments using
rates of borrowing for a liability of similar risk.

(6) INCOME TAXES

Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners of Cable TV Fund 14-A,
Ltd. and Cable TV Fund 14-B, Ltd.

39
<PAGE> 40
The Venture's tax returns, the qualification of the Venture as such
for tax purposes, and the amount of distributable Venture income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result in changes with respect to the Venture's qualification as
such, or in changes with respect to the Venture's recorded income or loss, the
tax liability of the Venture's general partners would likely be changed
accordingly.

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

(7) COMMITMENTS AND CONTINGENCIES

Office and other facilities are rented under various long-term lease
arrangements. Rent paid under such lease arrangements totaled $22,680, $49,856
and $46,521, respectively for the years ended December 31, 1995, 1994 and 1993.
Minimum commitments under operating leases for each of the five years in the
period ending December 31, 2000 and thereafter are as follows:

<TABLE>
<S> <C>
1996 $32,243
1997 6,996
1998 1,166
1999 -
2000 -
Thereafter -
-------

$40,405
=======
</TABLE>

(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION

Supplementary profit and loss information is presented below:

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Maintenance and repairs $ 204,878 $ 238,893 $ 238,163
========== ========== ==========

Taxes, other than income and payroll taxes $ 268,757 $ 258,369 $ 265,331
========== ========== ==========

Advertising $ 152,727 $ 157,998 $ 95,211
========== ========== ==========

Depreciation of property, plant and equipment $3,429,925 $3,315,438 $3,468,602
========== ========== ==========

Amortization of intangible assets $5,344,582 $5,873,556 $5,884,206
========== ========== ==========
</TABLE>

40
<PAGE> 41
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership itself has no officers or directors. Certain
information concerning the directors and executive officers of the General
Partner is set forth below.

<TABLE>
<S> <C> <C>
Glenn R. Jones 66 Chairman of the Board and Chief Executive Officer
Derek H. Burney 56 Vice Chairman of the Board
James B. O'Brien 46 President and Director
Ruth E. Warren 46 Group Vice President/Operations
Kevin P. Coyle 44 Group Vice President/Finance
Christopher J. Bowick 40 Group Vice President/Technology
George H. Newton 61 Group Vice President/Telecommunications
Timothy J. Burke 45 Group Vice President/Taxation/Administration
Raymond L. Vigil 49 Group Vice President/Human Resources and Director
Cynthia A. Winning 44 Group Vice President/Marketing
Elizabeth M. Steele 44 Vice President/General Counsel/Secretary
Larry W. Kaschinske 36 Controller
Robert E. Cole 63 Director
William E. Frenzel 67 Director
Donald L. Jacobs 57 Director
James J. Krejci 54 Director
John A. MacDonald 42 Director
Raphael M. Solot 62 Director
Daniel E. Somers 48 Director
Howard O. Thrall 48 Director
Robert B. Zoellick 42 Director
</TABLE>

Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the General Partner since its formation in 1970, and
he was President from June 1984 until April 1988. Mr. Jones is the sole
shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of the
subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business in
various capacities since 1961, is a past and present member of the Board of
Directors and the Executive Committee of the National Cable Television
Association. He also is on the Executive Committee of Cable in the Classroom, an
organization dedicated to education via cable. Additionally, in March 1991, Mr.
Jones was appointed to the Board of Governors for the American Society for
Training and Development, and in November 1992 to the Board of Education Council
of the National Alliance of Business. Mr. Jones is also a founding member of the
James Madison Council of the Library of Congress. Mr. Jones is a past director
and member of the Executive Committee of C-Span. Mr. Jones has been the
recipient of several awards including the Grand Tam Award in 1989, the highest
award from the Cable Television Administration and Marketing Society; the
Chairman's Award from the Investment Partnership Association, which is an
association of sponsors of public syndications; the cable television industry's
Public Affairs Association President's Award in 1990, the Donald G. McGannon
award for the advancement of minorities and women in cable; the STAR Award from
American Women in Radio and Television, Inc. for exhibition of a commitment to
the issues and concerns of women in television and radio; the Women in Cable
Accolade in 1990 in recognition of support of this organization; the Most
Outstanding Corporate Individual Achievement award from the International
Distance Learning Conference; the Golden Plate Award

41
<PAGE> 42
from the American Academy of Achievement for his advances in distance education;
the Man of the Year named by the Denver chapter of the Achievement Rewards for
College Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and
Cable's Hall of Fame.

Mr. Derek H. Burney was appointed a Director of the General Partner on
December 20, 1994 and Vice Chairman of the Board of Directors on January 31,
1995. Mr. Burney joined BCE Inc., Canada's largest telecommunications company,
in January 1993 as Executive Vice President, International. He has been the
Chairman of Bell Canada International Inc., a subsidiary of BCE, since January
1993 and, in addition, has been Chief Executive Officer of BCI since July 1993.
Prior to joining BCE, Mr. Burney served as Canada's ambassador to the United
States from 1989 to 1992. Mr. Burney also served as chief of staff to the Prime
Minister of Canada from March 1987 to January 1989 where he was directly
involved with the negotiation of the U.S. - Canada Free Trade Agreement. In July
1993, he was named an Officer of the Order of Canada. Mr. Burney is chairman of
Bell Cablemedia plc. He is a director of Mercury Communications Limited,
Videotron Holdings plc, Tele-Direct (Publications) Inc., Teleglobe Inc., Bimcor
Inc., Maritime Telegraph and Telephone Company, Limited, Moore Corporation
Limited and Northbridge Programming Inc.

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

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

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

Mr. Christopher J. Bowick joined the General Partner in September 1991
as Group Vice President/Technology and Chief Technical Officer. Previous to
joining the General Partner, Mr. Bowick worked for Scientific Atlanta's
Transmission Systems Business Division in various technical management
capacities since 1981, and as Vice President of Engineering since 1989.

Mr. George H. Newton joined the General Partner in January 1996 as
Group Vice President/Telecommunications. Prior to joining the General Partner,
Mr. Newton was President of his own consulting business, Clear Solutions, and
since 1994 Mr. Newton has served as a Senior Advisor to Bell Canada
International. From 1990 to 1993, Mr. Newton served as the founding Chief
Executive Officer and Managing Director of Clear Communications, New Zealand,
where he established an alternative telephone company in New Zealand. From 1964
to 1990, Mr. Newton held a wide variety of operational and business assignments
with Bell Canada International.

Mr. Timothy J. Burke joined the General Partner in August 1982 as
corporate tax manager, was elected Vice President/Taxation in November 1986 and
Group Vice President/Taxation/Administration in October 1990.

Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group
Vice President/Human Resources. Previous to joining the General Partner, Mr.
Vigil served as Executive Director of Learning with

<PAGE> 43

USWest. Prior to USWest, Mr. Vigil worked in various human resources posts over
a 14-year term with the IBM Corporation.

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

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

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

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

Mr. William E. Frenzel was appointed a Director of the General Partner
on April 11, 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the
Brookings Institution, a research organization located in Washington D. C. Until
his retirement in January 1991, Mr. Frenzel served for twenty years in the
United States House of Representatives, representing the State of Minnesota,
where he was a member of the House Ways and Means Committee and its Trade
Subcommittee, the Congressional Representative to the General Agreement on
Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget
Committee and a member of the National Economic Commission. Mr. Frenzel also
served in the Minnesota Legislature for eight years. He is a Distinguished
Fellow of the Tax Foundation, Vice Chairman of the Eurasia Foundation, a Board
Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual Funds
and Chairman of the Japan-America Society of Washington.

Mr. Donald L. Jacobs was appointed a Director of the General Partner on
April 11, 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW. During
his career, Mr. Jacobs served on several corporate, professional and civic
boards.

Mr. James J. Krejci was President of the International Division of
International Gaming Technology, International headquartered in Reno, Nevada,
until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice
President of Jones International, Ltd. and was Group Vice President of the
General Partner. He also served as an officer of Jones Futurex, Inc., a
subsidiary of the General Partner engaged in manufacturing and marketing data
encryption devices, Jones Interactive, Inc., a subsidiary of Jones
International, Ltd. providing computer data and billing processing facilities
and Jones Lightwave, Ltd., a company owned by Jones International, Ltd. and Mr.
Jones, and several of its subsidiaries engaged in the provision of
telecommunications

43
<PAGE> 44

services until leaving the General Partner in May 1994. Mr. Krejci has been a
Director of the General Partner since August 1987.

Mr. John A. MacDonald was appointed a Director of the General Partner
on November 8, 1995. Mr. MacDonald is Executive Vice President of Business
Development and Chief Technology Officer of Bell Canada International Inc. Prior
to joining Bell Canada in November 1994, Mr. MacDonald was President and Chief
Executive Officer of The New Brunswick Telephone Company, Limited, a post he had
held since March of that year. Prior to March 1994, Mr. MacDonald was with NBTel
for 17 years serving in various capacities, including Market Planning Manager,
Corporate Planning Manager, Manager of Systems Planning and Development and
General Manager, Chief Engineer and General Manager of Engineering and
Information Systems and Vice President of Planning. Mr. MacDonald was the former
Chairman of the New Brunswick section of the Institute of Electrical and
Electronic Engineers and also served on the Federal Government's Information
Highway Advisory Council. Mr. MacDonald is Chairman of MediaLinx Interactive
Inc. and Stentor Canadian Network Management and is presently a Governor of the
Montreal Exchange. He also serves on the Board of Directors of Tele-Direct
(Publications) Inc., Bell-Northern Research, Ltd., SRCI, Bell Sygma, Canarie
Inc., and is a member of the University of New Brunswick Venture Campaign
Cabinet.

Mr. Raphael M. Solot was appointed a Director of the General Partner in
March 1996. Mr. Solot is an attorney licensed to practice law in the State of
Colorado. Mr. Solot has practiced law in the State of Colorado as a sole
practitioner since obtaining his Juris Doctor degree from the University of
Colorado in 1964.

Mr. Daniel E. Somers was initially appointed a Director of the General
Partner on December 20, 1994. Mr. Somers resigned as a Director on December 31,
1995, at the time he was elected Chief Executive Officer of Bell Cablemedia. Mr.
Somers was reinstated as a Director of the General Partner on February 2, 1996.
From January 1992 to January 1995, Mr. Somers worked as senior Vice President
and Chief Financial Officer of Bell Canada International Inc. and was appointed
Executive Vice President and Chief Financial Officer on February 1, 1995. He is
also a Director of certain of its affiliates. Mr. Somers currently serves as
Chief Executive Officer of Bell Cablemedia. Prior to joining Bell Canada
International Inc. and since January 1989, Mr. Somers was the President and
Chief Executive Officer of Radio Atlantic Holdings Limited. Mr. Somers is a
member of the North American Society of Corporate Planning, the Financial
Executives Institution and the Financial Analysts Federation.

Mr. Howard O. Thrall was appointed a Director of the General Partner on
March 6, 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Since September 1993, Mr. Thrall
has 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 concluded as a Regional Vice President, Commercial
Marketing with the Douglas Aircraft Company subsidiary. Mr. Thrall is also a
management and international marketing consultant, having completed assignments
with First National Net, Inc., Cheong Kang Associated (Korea), Aero Investment
Alliance, Inc. and Western Real Estate Partners.

Mr. Robert B. Zoellick was appointed a Director of the General Partner
on April 11, 1995. Mr. Zoellick is Executive Vice President, General Counsel and
Corporate Secretary of Fannie Mae, a federally chartered and stockholder-owned
corporation that is the largest housing finance investor in the United States.
From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff
of the White House and Assistant to the President. From May 1991 to August 1992,
Mr. Zoellick served concurrently as the Under Secretary of State for Economic
and Agricultural Affairs and as Counselor of the Department of State, a post he
assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the Department
of Treasury in a number of capacities, including Counselor to the Secretary. Mr.
Zoellick received the Alexander Hamilton and Distinguished Service Awards,
highest honors of the Departments of Treasury and State, respectively. The
German Government awarded him the Knight Commanders Cross for his work on
Germany unification. Mr. Zoellick currently serves on the boards of the Council
on Foreign Relations, the Congressional Institute, the German Marshall Fund of
the U.S., the European Institute, the National Bureau of Asian Research, the
American Council on Germany and the Overseas Development Council.

44
<PAGE> 45

Christopher J. Bowick, Cynthia A. Winning and Larry W. Kaschinske are
executive officers of the General Partner; Raymond L. Vigil is an executive
officer and a director of the General Partner; and Derek H. Burney, John A.
MacDonald and Daniel E. Somers are directors of the General Partner. Reports by
these persons with respect to the ownership of limited partnership interests in
the Partnership required by Section 16(a) of the Securities Exchange Act of
1934, as amended, were not filed within the required time. None of these
individuals own any limited partnership interests in the Partnership.

ITEM 11. EXECUTIVE COMPENSATION

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS

No person or entity owns more than 5 percent of the limited partnership
interests of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

The Systems receives stereo audio programming from Superaudio, a joint
venture owned 50% by an affiliate of the General Partner and 50% by an
unaffiliated party, educational video programming from Mind Extension
University, Inc., an affiliate of the General Partner, and computer video
programming from Jones Computer Network, Ltd., an affiliate of the General
Partner, for fees based upon the number of subscribers receiving the
programming.

Product Information Network ("PIN"), an affiliate of the General
Partner, provides advertising time for third parties on the Systems. In
consideration, the revenues generated from the third parties are shared between
PIN and the Venture. During the year ended December 31, 1995, the Partnership
received revenues from PIN of $54,759, and the Venture received revenues from
PIN of $23,430.

45
<PAGE> 46
The charges to the Partnership and to the Venture for related party
transactions are as follows for the periods indicated:

<TABLE>
<CAPTION>
At December 31,
------------------------------------------------
Cable TV Fund 14-B 1995 1994 1993
- ------------------ ---- ---- ----
<S> <C> <C> <C>
Management fees $ 1,722,188 $ 1,604,214 $1,586,750
Allocation of expenses 2,459,481 2,444,784 2,440,481
Interest expense 145,929 960 2,361
Amount of advances outstanding 1,896,049 297,956 29,182
Highest amount of advances outstanding 1,896,049 297,956 119,337
Programming fees:
Superaudio 46,269 46,768 46,177
Mind Extension University 49,493 42,373 26,824
Jones Computer Network 34,402 14,957 -0-

<CAPTION>
At December 31,
------------------------------------------------
Cable TV Fund 14-A/B Venture 1995 1994 1993
- ---------------------------- ---- ---- ----
<S> <C> <C> <C>
Management fees $ 1,173,475 $ 1,109,176 $ 1,103,448
Allocation of expenses 1,654,736 1,668,114 1,598,120
Interest expense 155,659 960 1,586,750
Amount of advances outstanding 2,206,959 354,179 -0-
Highest amount of advances outstanding 2,206,959 354,179 125,873
Programming fees:
Superaudio 30,171 30,631 30,018
Mind Extension University 32,268 27,751 17,451
Jones Computer Network -0- 5,694 -0-
</TABLE>

46
<PAGE> 47
PART IV.

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

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

3. The following exhibits are filed herewith.

4.1 Limited Partnership Agreements for Cable TV Fund 14-B, Ltd. (1)

4.2 Joint Venture Agreement of Cable TV Fund 14-A/B Venture, dated
as of January 8, 1988, between Cable TV Fund 14-A, Ltd. and
Cable TV Fund 14-B, Ltd. (1)

10.1.1 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Little Rock,
California (Fund 14-B). (2)

10.1.2 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Big
Cypress Seminole Indian Reservation, Florida (Fund 14-A/B). (3)

10.1.3 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Brighton
Seminole Indian Reservation, Florida (Fund 14-A/B). (3)

10.1.4 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the
unincorporated portions of Broward County, Florida (Fund
14-A/B). (2)

10.1.5 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Cooper City,
Florida (Fund 14-A/B). (10)

10.1.6 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Dania, Florida
(Fund 14-A/B). (2)

10.1.7 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Davie, Florida
(Fund 14-A/B). (2)

10.1.8 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Hollywood
Seminole Indian Reservation, Florida (Fund 14-A/B). (3)

10.1.9 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Immokalee
Seminole Indian Reservation, Florida (Fund 14-A/B). (3)

10.1.10 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Lauderdale
Lakes, Florida (Fund 14-A/B). (2)

10.1.11 Copy of Ordinance No. 1200 dated 3/5/90 relating to the City of
Big Lake franchise. (4)

10.1.12 Copy of Ordinance dated 4/16/90 relating to the Buffalo
franchise. (4)

47
<PAGE> 48

10.1.13 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the County of
Georgetown, South Carolina (Fund 14-B). (4)

10.1.14 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the County of
Horry, South Carolina (Fund 14-B). (5)

10.1.15 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for Myrtle Beach
Air Force Base, South Carolina (Fund 14-B). (5)

10.1.16 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Town of
Pawley's Island, South Carolina (Fund 14-B). (5)

10.1.17 Copy of a franchise and related documents thereto granting a
community antenna television system franchise for the Town of
Surfside Beach, South Carolina (Fund 14-B). (4)

10.2.1 Credit Agreement dated as of December 18, 1995 among Cable TV
Fund 14-B, Ltd. and Credit Lyonnais Caymand Island Branch, as
agent for various lenders. (Fund 14-B)

10.2.2 Credit Agreement dated as of September 30, 1988 among Cable TV
Fund 14-A/B Venture and The Bank of Nova Scotia, as agent for
various lenders. (Fund 14-A/B) (6)

10.2.3 First Letter Amendment dated June 11, 1990 to Credit Agreement
dated as of September 30, 1988 among Cable TV Fund 14-A/B
Venture and The Bank of Nova Scotia, as agent for various
lenders. (Fund 14-A/B) (7)

10.2.4 Second Letter Amendment dated May 28, 1992 to Credit Agreement
dated as of September 30, 1988 among Cable TV Fund 14-A/B
Venture and The Bank of Nova Scotia, as agent for various
lenders. (Fund 14-A/B) (7)

10.2.5 Third Letter Amendment dated June 30, 1994 to Credit Agreement
dated as of September 30, 1988 among Cable TV Fund 14-A/B
Venture and The Bank of Nova Scotia, as agent for various
lenders. (Fund 14-A/B) (9)

10.3.1 Purchase and Sale Agreement dated as of March 31, 1988 by and
between Cable TV Fund 14-A/B Venture as Buyer and Jones
Intercable, Inc. as Seller. (Fund 14-A/B) (8)

27 Financial Data Schedule

- ----------
(1) Incorporated by reference from Registrant's Annual Report on
Form 10-K for fiscal year ended December 31, 1987 (Commission
File Nos. 0-15378 and 0-16200)

(2) Incorporated by reference from Registrant's Annual Report on
Form 10-K for fiscal year ended December 31, 1989 (Commission
File Nos. 0-15378 and 0-16200)

(3) Incorporated by reference from Registrant's Annual Report on
Form 10-K for fiscal year ended December 31, 1990 (Commission
File Nos. 0-15378 and 0-16200)

(4) Incorporated by reference from Registrant's Annual Report on
Form 10-K for fiscal year ended December 31, 1992.

(5) Incorporated by reference from Registrant's Annual Report on
Form 10-K for fiscal year ended December 31, 1988 (Commission
File Nos. 0-15378 and 0-16200)

48
<PAGE> 49

(6) Incorporated by reference from Registrant's Annual Report on
Form 10-K for fiscal year ended December 31, 1991 (Commission
File Nos. 0-15378 and 0-16200)

(7) Incorporated by reference from Registrants' Current Reports on
Form 8-K dated March 31, 1993 (Commission File Nos. 0-15378 and
0-16200)

(8) Incorporated by reference from Registrants' Current Reports on
Form 8-K dated March 31, 1988 (Commission File Nos. 0-15378 and
0-16200)

(9) Incorporated by reference from Registrant's Annual Report on
Form 10-K for fiscal year ended December 31, 1994

(10) Incorporated by reference from Registrant's Annual Report on
Form 10-K for fiscal year ended December 31, 1994 (Commission
File No. 0-16200)

(b) Reports on Form 8-K
None.

49
<PAGE> 50
SIGNATURES

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

CABLE TV FUND 14-B, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.

By: /s/ Glenn R. Jones
--------------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 25, 1996 Executive Officer

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

By: /s/ Glenn R. Jones
-------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 25, 1996 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
-------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 25, 1996 (Principal Financial Officer)

By: /s/ Larry Kaschinske
-------------------------------
Larry Kaschinske
Controller
Dated: March 25, 1996 (Principal Accounting Officer)

By: /s/ James B. O'Brien
-------------------------------
James B. O'Brien
Dated: March 25, 1996 President and Director

By: /s/ Raymond L. Vigil
-------------------------------
Raymond L. Vigil
Dated: March 25, 1996 Group Vice President and Director

By: /s/ Derek H. Burney
-------------------------------
Derek H. Burney
Dated: March 25, 1996 Director

50
<PAGE> 51

By:
-------------------------------
Robert E. Cole
Dated: Director

By: /s/ William E. Frenzel
-------------------------------
William E. Frenzel
Dated: March 25, 1996 Director

By: /s/ Donald L. Jacobs
-------------------------------
Donald L. Jacobs
Dated: March 25, 1996 Director

By: /s/ James J. Krejci
-------------------------------
James J. Krejci
Dated: March 25, 1996 Director

By: /s/ John A. MacDonald
-------------------------------
John A. MacDonald
Dated: March 25, 1996 Director

By:
-------------------------------
Raphael M. Solot
Dated: Director

By: /s/ Daniel E. Somers
-------------------------------
Daniel E. Somers
Dated: March 25, 1996 Director

By: /s/ Howard O. Thrall
-------------------------------
Howard O. Thrall
Dated: March 25, 1996 Director

By: /s/ Robert B. Zoellick
-------------------------------
Robert B. Zoellick
Dated: March 25, 1996 Director

<PAGE> 52
EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
Number Exhibit Description Page
------- ------------------- ----
<S> <C> <C>