JONES SPACELINK INCOME GROWTH FUND 1-A LTD, 10-K, 1997-03-31

JONES SPACELINK INCOME GROWTH FUND 1-A LTD
10-K, 1997-03-31
CABLE & OTHER PAY TELEVISION SERVICES

Previous: CITIBANK SOUTH DAKOTA N A, 10-K, 1997-03-31

Next: HUNTWAY PARTNERS L P, 10-K, 1997-03-31

<PAGE>

FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(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, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________

Commission file number: 0-16939

JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-1069504
-------- ----------
State of Organization (IRS Employer
Identification No.)

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

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

Indicate by check mark whether the registrant, (1) has 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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [_]
-

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

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

DOCUMENTS INCORPORATED BY REFERENCE: None
(28570)
<PAGE>

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

PART I.
-------

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

THE PARTNERSHIP. Jones Spacelink Income/Growth Fund 1-A, Ltd. (the
"Partnership") is a Colorado limited partnership that was formed pursuant to the
public offering of limited partnership interests in the Jones Spacelink
Income/Growth Fund 1 Limited Partnership Program (the "Program"). Jones
Intercable, Inc., a Colorado corporation, is the general partner of the
Partnership (the "General Partner"). The Partnership was formed for the purpose
of acquiring and operating cable television systems. The Partnership owns the
cable television system serving the areas in and around the communities of
Bluffton, Decatur, Monroe, Auburn, Butler, Uniondale, Waterloo and Garrett and
certain unincorporated areas of Wells, Allen, Noble, Adams and DeKalb Counties,
all in the State of Indiana (the "Bluffton System"). Until April 1996, the
Partnership owned the cable television systems serving the community of Ripon
and adjacent areas of Fond-du-Lac County, Wisconsin (the "Ripon System"); and
the community of Lake Geneva and adjacent areas of Walworth County, Wisconsin
(the "Lake Geneva System").

A primary objective of the Partnership is to provide quarterly cash
distributions to the partners, principally from cash flow from operations
remaining after principal and interest payments and the creation of any reserves
necessary for the operation of the Partnership. The Partnership declared and
paid a distribution of $1,262,626 in 1996. The Partnership temporarily
suspended quarterly distributions to the partners in 1994 because the
Partnership had no borrowing capacity under its previous credit facility and
needed funds from cash flow to pay for capital additions. Future distributions
will be announced on a quarter-by-quarter basis and no determination has been
made regarding any specific level of future distributions. The payment of
quarterly operating cash flow distributions may reduce the financial flexibility
of the Partnership.

DISPOSITION OF CABLE TELEVISION SYSTEM. On April 11, 1996, the Partnership
sold to Jones Cable Holdings, Inc., a subsidiary of the General Partner, the
Lake Geneva System for $6,345,667, and the Ripon System for $3,712,667. The
purchase prices were determined by averaging three separate independent
appraisals of each of the cable television systems sold. No vote of the limited
partners of the Partnership was required in connection with these transactions
because the sales of the Lake Geneva System and the Ripon System, individually
and collectively, did not represent the sale of all or substantially all of the
Partnership's assets. Pursuant to the terms of an amendment to the
Partnership's credit agreement, the Partnership distributed $5,000,000 of the
proceeds from the sales of the Lake Geneva System and the Ripon System to the
limited partners, and the balance of the sale proceeds, approximately
$5,058,000, reduced the Partnership's outstanding indebtedness. The limited
partners of the Partnership received, in April 1996, approximately $98 per unit,
or $195 for each $1,000 invested in the Partnership. Limited partners of the
Partnership have received a total of $596 for each $1,000 invested in the
Partnership taking into account the prior distributions to limited partners.
Because these distributions have not yet returned to limited partners 100
percent of the capital contributed by them to the Partnership plus their
preferred return, the General Partner was not entitled to receive a distribution
on the sales of the Lake Geneva and the Ripon System.

In April 1996, JCH consummated an agreement with Time Warner Entertainment
Company, L.P. ("Time Warner"), an unaffiliated cable television system operator,
pursuant to which JCH conveyed the Lake Geneva System and the Ripon System,
along with certain other cable television systems owned by JCH, and cash

2
<PAGE>

in the amount of $11,735,667 to Time Warner in exchange for the cable television
systems serving the communities in and around Savannah, Georgia.

CABLE TELEVISION SERVICES. The Bluffton System offers 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 Bluffton System offers 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
Bluffton System also offers a package that includes the basic service channels
and the tier services.

The Bluffton System also offers 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 Bluffton System also offers 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 Bluffton System. At December 31,
1996, the Bluffton System's' monthly basic service rates ranged from $8.23 to
$9.37, monthly basic and tier ("basic plus") service rates ranged from $13.71 to
$14.33 and monthly premium services ranged from $3.00 to $10.00 per premium
service. In addition, the Partnership earns revenues from the Bluffton
System's' pay-per-view programs and advertising fees. Related charges may
include a nonrecurring installation fee that ranges from $10.00 to $40.00;
however, from time to time the Bluffton System has followed the common industry
practice of reducing or waiving the installation fee during promotional periods.
Commercial subscribers such as hotels, motels and hospitals are charged a
nonrecurring connection fee that usually covers the cost of installation.
Except under the terms of certain contracts with commercial subscribers and
residential apartment and condominium complexes, the subscribers are free to
discontinue the service at any time without penalty. For the year ended
December 31, 1996, of the total fees received by the Bluffton System, basic
service and tier service fees accounted for approximately 71% of total revenues,
premium service fees accounted for approximately 15% of total revenues, pay-per-
view fees were approximately 1% of total revenues, advertising fees were
approximately 5% of total revenues and the remaining 8% of total revenues came
principally from equipment rentals, installation fees and program guide sales.
The Partnership is dependent upon the timely receipt of service fees to provide
for maintenance and replacement of plant and equipment, current operating
expenses and other costs of the Bluffton System.

FRANCHISES. The Bluffton System is constructed and operated under non-
exclusive, fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") granted by local governmental
authorities. These franchises typically contain many conditions, such as time
limitations on

3
<PAGE>

commencement and completion of construction, conditions of service, including
the number of channels, types of programming and the provision of free service
to schools and certain other public institutions, and the maintenance of
insurance and indemnity bonds. The provisions of local franchises are subject to
federal regulation.

The Partnership holds 15 franchises for the Bluffton System. These
franchises provide for the payment of fees to the issuing authorities and
generally range from 3% to 5% of the gross revenues of a cable television
system. The 1984 Cable Act prohibits franchising authorities from imposing
annual franchise fees in excess of 5% of gross revenues and also permits the
cable television system operator to seek renegotiation and modification of
franchise requirements if warranted by changed circumstances.

The Partnership has never had a franchise revoked. The Partnership is
currently negotiating the renewal of two franchises that are either operating
under extensions or will expire prior to December 31, 1997, and the General
Partner has no reason to believe that such franchise will not be renewed in due
course. The General Partner recently has experienced lengthy negotiations with
some franchising authorities for the granting of franchise renewals. Some of
the issues involved in recent renewal negotiations include rate regulation,
customer service standards, cable plant upgrade or replacement and shorter terms
of franchise agreements.

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

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

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

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

4
<PAGE>

providers to compete successfully with the cable television industry will depend
on, among other factors, the ability of DBS providers to overcome certain legal
and technical hurdles and the availability of equipment at reasonable prices.

Telephone. Federal cross-ownership restrictions historically limited entry
---------
by local telephone companies into the cable television business. The 1996
Telecommunications Act (the "1996 Telecom Act") eliminated this cross-ownership
restriction, making it possible for companies with considerable resources to
overbuild existing cable operators and enter the business. Several telephone
companies have begun seeking cable television franchises from local governmental
authorities and constructing cable television systems. Ameritech, one of the
seven regional Bell Operating Companies ("BOCs"), which provides telephone
service in a multi-state region including Illinois, has been the most active BOC
in seeking local cable franchises within its service area. It has already begun
cable service in Naperville, Illinois and has also obtained franchises for Glen
Ellyn and Vernon Hills, Illinois, all of which are currently served by cable
systems owned by three partnerships managed by the General Partner. The General
Partner cannot predict at this time the extent of telephone company competition
that will emerge to owned or managed cable television systems. The entry of
telephone companies as direct competitors, however, is likely to continue over
the next several years and could adversely affect the profitability and market
value of the General Partner's owned and managed systems. The entry of electric
utility companies into the cable television business, as now authorized by the
1996 Telecom Act, could have a similar adverse effect.

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

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

5
<PAGE>

100 channels of video programming to a subscriber's home. The potential impact,
however, of LMDS is difficult to assess due to the newness of the technology and
the absence of any current fully operational LMDS systems.

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

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

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

The 1996 Telecom Act requires the FCC to undertake a host of implementing
rulemakings, the final outcome of which cannot yet be determined. Moreover,
Congress and the FCC have frequently revisited the subject of cable regulation.
Future legislative and regulatory changes could adversely affect the
Partnership's operations. This section briefly summarizes key laws and
regulations affecting the operation of the Partnership's cable systems and does
not purport to describe all present, proposed, or possible laws and regulations
affecting the Partnership.

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

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

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

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

6
<PAGE>

The 1996 Telecom Act sunsets FCC regulation of CPST rates for all systems
(regardless of size) on March 31, 1999. It also relaxes existing uniform rate
requirements by specifying that uniform rate requirements do not apply where the
operator faces "effective competition," and by exempting bulk discounts to
multiple dwelling units, although complaints about predatory pricing still may
be made to the FCC.

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

Cable entry into telecommunications will be affected by the regulatory
landscape now being fashioned by the FCC and state regulators. One critical
component of the 1996 Telecom Act to facilitate the entry of new
telecommunications providers (including cable operators) is the interconnection
obligation imposed on all telecommunications carriers. Review of the FCC's
initial interconnection order is now pending before the Eighth Circuit Court of
Appeals.

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

Under the 1996 Telecom Act, a LEC providing video programming to
subscribers will be regulated as a traditional cable operator (subject to local
franchising and federal regulatory requirements), unless the LEC elects to
provide its programming via an "open video system" ("OVS"). To qualify for OVS
status, the LEC must reserve two-thirds of the system's activated channels for
unaffiliated entities.

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

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

Additional Ownership Restrictions. The 1996 Telecom Act eliminates
---------------------------------
statutory restrictions on broadcast/cable cross-ownership (including broadcast
network/cable restrictions), but leaves in place existing FCC regulations
prohibiting local cross-ownership between co-located television stations and
cable systems. The 1996 Telecom Act also eliminates the three year holding
period required under the 1992 Cable Act's "anti-trafficking" provision. The
1996 Telecom Act leaves in place existing restrictions on cable cross-ownership
with SMATV and

7
<PAGE>

MMDS facilities, but lifts those restrictions where the cable operator is
subject to effective competition. In January 1995, however, the FCC adopted
regulations which permit cable operators to own and operate SMATV systems within
their franchise area, provided that such operation is consistent with local
cable franchise requirements.

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

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

Must Carry/Retransmission Consent. The 1992 Cable Act contains broadcast
---------------------------------
signal carriage requirements that allow local commercial television broadcast
stations to elect once every three years between requiring a cable system to
carry the station ("must carry") or negotiating for payments for granting
permission to the cable operator to carry the station ("retransmission
consent"). Less popular stations typically elect "must carry," and more popular
stations typically elect "retransmission consent." Must carry requests can
dilute the appeal of a cable system's programming offerings, and retransmission
consent demands may require substantial payments or other concessions. Either
option has a potentially adverse affect on the Partnership's business.
Additionally, cable systems are required to obtain retransmission consent for
all "distant" commercial television stations (except for satellite-delivered
independent "superstations" such as WTBS). The constitutionality of the must
carry requirements has been challenged and is awaiting a decision from the U.S.
Supreme Court.

Access Channels. LFAs can include franchise provisions requiring cable
---------------
operators to set aside certain channels for public, educational and governmental
access programming. Federal law also requires cable systems to designate a
portion of their channel capacity (up to 15% in some cases) for commercial
leased access by unaffiliated third parties. The FCC has adopted rules
regulating the terms, conditions and maximum rates a cable operator may charge
for use of the designated channel capacity, but use of commercial leased access
channels has been relatively limited. The FCC released revised rules in
February 1997 which mandate a modest rate reduction and could make commercial
leased access a more attractive option to third party programmers.

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

Other FCC Regulations. In addition to the FCC regulations noted above,
---------------------
there are other FCC regulations covering such areas as equal employment
opportunity, subscriber privacy, programming practices (including, among other
things, syndicated program exclusivity, network program nonduplication, local
sports blackouts, indecent programming, lottery programming, political
programming, sponsorship identification, and children's programming
advertisements), registration of cable systems and facilities licensing,
maintenance of various records and public inspection files, frequency usage,
lockbox availability, antenna structure notification, tower marking and
lighting, consumer protection and customer service standards, technical
standards, and consumer electronics equipment compatibility. The FCC is
expected to impose new Emergency Alert System requirements on cable operators
this year. The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist orders and/or
the imposition of other

8
<PAGE>

administrative sanctions, such as the revocation of FCC licenses needed to
operate certain transmission facilities used in connection with cable
operations.

Two pending FCC proceedings of particular competitive concern involve
inside wiring and navigational devices. The former rulemaking is considering
ownership of cable wiring located inside multiple dwelling unit complexes. If
the FCC concludes that such wiring belongs to, or can be unilaterally acquired
by the complex owner, it will become easier for complex owners to terminate
service from the incumbent cable operator in favor of a new entrant. The latter
rulemaking is considering whether cable customers must be allowed to purchase
cable converters from third party vendors. If the FCC concludes that such
distribution is required, and does not make appropriate allowances for signal
piracy concerns, it may become more difficult for cable operators to combat
theft of service.

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

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

The terms and conditions of franchises vary materially from jurisdiction to
jurisdiction. Each franchise generally contains provisions governing cable
operations, service rates, franchise fees, system construction and maintenance
obligations, system channel capacity, design and technical performance, customer
service standards, and indemnification protections. A number of states subject
cable television systems to the jurisdiction of centralized state governmental
agencies, some of which impose regulation of a character similar to that of a
public utility. Although LFAs have considerable discretion in establishing
franchise terms, there are certain federal limitations. For example, LFAs
cannot insist on franchise fees exceeding 5% of the system's gross revenues,
cannot dictate the particular technology used by the system, and cannot specify
video programming other than identifying broad categories of programming.

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

GENERAL. The Partnership'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. The Bluffton System 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

9
<PAGE>

Bluffton System is not significant. The Partnership's policy with regard to past
due accounts is basically one of disconnecting service before a past due account
becomes material.

The Partnership does not depend to any material extent on the availability
of raw materials; it carries no significant amounts of inventory and it has no
material backlog of customer orders. The Partnership does not have any employees
because all properties are managed by employees of the General Partner. The
General Partner has engaged in research and development activities relating to
the provision of new services but the amount of the Partnership'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.

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

The Partnership acquired the Bluffton System in November 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
Bluffton System. The monthly basic service rates set forth herein represent,
with respect to systems with multiple headends, the basic service rate charged
to the majority of the subscribers within the system. In cable television
systems, basic subscribers can subscribe to more than one pay TV service. Thus,
the total number of pay services subscribed to by basic subscribers are called
pay units. As of December 31, 1996, the Bluffton System operated cable plant
passing approximately 21,400 homes, with an approximate 67% penetration rate.
Figures for numbers of subscribers and homes passed are compiled from the
General Partner's records and may be subject to adjustments.

<TABLE>
<CAPTION>
At December 31,
-------------------------
BLUFFTON SYSTEM 1996 1995 1994
- --------------- ------- ------- -------
<S> <C> <C> <C>
Monthly basic plus service rate $ 23.08 $ 21.77 $ 21.77
Basic subscribers 14,540 13,926 13,084
Pay units 7,468 8,413 7,136
</TABLE>

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

None.

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

None.

10
<PAGE>

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 14, 1997, the number of equity security holders
in the Partnership was 2,312.

11
<PAGE>

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

For the Year Ended December 31,
--------------------------------------------------------------------
1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>

Revenues $ 5,724,538 $ 6,838,837 $ 6,440,941 $ 6,214,322 $ 5,797,797
Depreciation and Amortization 1,930,748 3,161,861 3,074,711 3,161,687 3,069,420
Operating Loss (110,944) (630,272) (714,065) (681,473) (747,624)
Net Income (Loss) 3,711,661 (1,495,469) (1,459,114) (1,328,059) (1,356,392)
Net Income (Loss) per
Limited Partnership Unit 71.66 (28.87) (28.17) (25.64) (26.19)
Weighted average number of
Limited Partner units outstanding 51,276 51,276 51,276 51,276 51,276
General Partner's Deficit (137,467) (161,832) (134,377) (119,786) (88,533)
Limited Partners' Capital 3,404,442 5,992,398 8,710,412 10,154,935 13,248,990
Total Assets 11,477,059 18,237,340 19,865,099 21,435,720 23,527,282
Credit Facility and Capitalized
Lease Obligations 7,467,645 11,605,582 10,787,551 10,058,100 9,386,632
General Partner Advances - - 44,786 584,196 101,372

</TABLE>

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

The following discussion of Jones Spacelink Income/Growth Fund 1-A, Ltd.'s
(the "Partnership") financial condition and results of operations contains, in
addition to historical information, forward-looking statements that are based
upon certain assumptions and are subject to a number of risks and uncertainties.
The Partnership's actual results may differ significantly from the results
predicted in such forward-looking statements.

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

During 1996, the Partnership generated cash from operating activities
totaling $1,095,480, which is available to fund capital expenditures and non-
operating costs. During 1996, the Partnership purchased plant and equipment for
its cable television systems totaling approximately $1,010,000. Approximately
41 percent of these expenditures was for service drops to homes. Approximately
29 percent was for plant extensions. The remainder of these expenditures was
for various enhancements throughout all of the Partnership's cable television
systems. The capital expenditures were funded primarily from cash flow from
operations. Anticipated capital expenditures for 1997 are estimated to be
approximately $522,000, and will be financed primarily from cash flow from
operations. It is estimated that approximately 39 percent of these expenditures
will be for upgrades to cable television plant and approximately 33 percent for
service drops to homes. These capital expenditures are necessary to maintain
the value of the Bluffton System.

On April 11, 1996, the Partnership sold to Jones Cable Holdings, Inc., a
wholly owned subsidiary of Intercable, the Lake Geneva System for $6,345,667,
and the Ripon System for $3,712,667. The purchase prices were determined by
averaging three separate independent appraisals of each of the cable television
systems sold. No vote of the limited partners of the Partnership was required
in connection with these transactions because the sales of the Lake Geneva
System and the Ripon System, individually and collectively, did not represent
the sale of all or substantially all of the Partnership's assets. Pursuant to
the terms of an amendment to the Partnership's credit agreement, the Partnership
distributed $5,000,000 of the proceeds from the sales of the Lake Geneva System
and the Ripon System to the limited partners, and the balance of the sale
proceeds, approximately $5,058,000, reduced the Partnership's outstanding
indebtedness, which at December 31, 1996 totaled $7,467,645. The limited
partners of the Partnership received, in April 1996, approximately $98 per unit,
or $195 for each $1,000 invested in the Partnership. Limited partners of the
Partnership have received a total of $596 for each $1,000 invested in the
Partnership taking into account the prior distributions to limited partners.
Because these distributions have not yet returned to limited partners 100
percent of the capital contributed by them to the Partnership plus their
preferred return, the General Partner was not entitled to receive a distribution
on the sales of the Lake Geneva System and the Ripon System.

12
<PAGE>

In March 1996, the Partnership amended its $14,000,000 credit facility such
that, on the date of the sale of the Lake Geneva System and Ripon System, the
amount of the credit facility decreased to $8,000,000. This credit facility has
a final maturity date of December 31, 1997. The Partnerhip anticipates
renegotiating the credit facility prior to the final maturity date. At
December 31, 1996, $7,400,000 was outstanding leaving $600,000 available to
meet liquidity needs of the Partnership. Interest on the outstanding
principal balance is at the Partnership's option of the Prime Rate plus 1/4
percent or the London Interbank. Offered Rate plus 1-1/4 percent. The
effective interest rate on outstanding obligations as of December 31, 1996 and
1995 were 6.84 percent and 7.10 percent,respectively.

A primary objective of the Partnership is to provide quarterly cash
distributions to the partners, principally from cash flow from operations
remaining after principal and interest payments and the creation of any reserves
necessary for the operation of the Partnership. The Partnership declared such
distributions totaling $1,262,626, $1,262,626 and $-0- in 1996, 1995 and 1994,
respectively. The Partnership temporarily suspended quarterly distributions to
the partners in 1994 because the Partnership had no borrowing capacity under its
previous credit facility and needed funds from cash flow to pay for capital
additions. Future distributions will be announced on a quarter-by-quarter basis
and no determination has been made regarding the level of future distributions.
The payment of quarterly cash flow distributions may reduce the financial
flexibility of the Partnership.

The General Partner presently believes cash generated from operations and
available borrowings from the Partnership's revolving credit facility will be
sufficient to fund capital expenditures and other liquidity needs of the
Partnership.

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

1996 Compared to 1995
---------------------

Revenues of the Partnership decreased $1,114,299, or approximately 16
percent, to $5,724,538 for the year ended December 31, 1996 from $6,838,837 in
1995. This decrease was due to the sale of the Lake Geneva and Ripon Systems.
Disregarding the effect of the Lake Geneva and Ripon systems sale, revenues
would have increased $349,008, or approximately 7 percent, to $5,147,254 in 1996
from $4,798,246 in 1995. This increase was primarily the result of an increase
in the number of basic subscribers in the Partnership's Bluffton Systems and
basic service rate increases. An increase in the number of basic subscribers
accounted for approximately 41 percent of the increase in revenues. The number
of basic subscribers in the Bluffton Systems increased by 726 subscribers, or
approximately 5 percent, to 14,411 subscribers in 1996, from 13,685 subscribers
in 1995. Basic service rate increases accounted for approximately 33 percent of
the increase in revenues. No other individual factor significantly contributed
to the increase in revenues.

Operating expenses consist primarily of costs associated with the operation
and 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 marketing expenses.

Operating expenses decreased $201,632, or approximately 6 percent, to
$3,224,895 in 1996 from $3,426,527 in 1995. This decrease was due to the sale of
the Lake Geneva and Ripon systems. Disregarding the effect of the Lake Geneva
and Ripon systems sale, operating expenses would have increased $287,446, or
approximately 12 percent, to $2,650,887 in 1996 from $2,363,441 in 1995. This
increase was primarily the result of increases in programming fees. No other
individual factor significantly affected the increase in operating expenses for
the periods discussed.

Management fees and allocated administrative costs from the General Partner
decreased $200,882, or approximately 23 percent, to $679,839 in 1996 from
$880,721 in 1995. This decrease was due to the decrease in revenues as a result
of the sale of the Lake Geneva and Ripon systems sales, upon which such
management fees are based.

Depreciation and amortization expense decreased $1,231,113, or
approximately 39 percent, to $1,930,748 in 1996 from $3,161,861 in 1995. This
decrease was due to the sale of the Lake Geneva and Ripon systems. Disregarding
the effect of the Lake Geneva and Ripon systems sale, depreciation and
amortization expense would have decreased $237,810, or approximately 14 percent,
to $1,513,149 in 1996 from $1,750,959 in 1995. This decrease was due to the
maturation of the Partnership's asset base.

13
<PAGE>

Operating loss decreased $519,328, or approximately 82 percent, to
$110,944 in 1996 from $630,272 in 1995. This decrease was due to the sale of the
Lake Geneva and Ripon systems. Disregarding the effect of the Lake Geneva and
Ripon systems sale, the Partnership would have recognized operating income of
$392,479 in 1996 compared to $76,984 in 1995. This increase in operating income
was due to the increase in revenues and decreases in management fees and
allocated administrative costs from the General Partner and depreciation and
amortization expense exceeding the increase in operating expenses.

The cable television industry generally measures the financial performance
of a cable television system in terms of operating income before depreciation
and amortization. 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 decreased $711,785, or approximately 28 percent,
to $1,819,804 in 1996 from $2,531,589 in 1995. This decrease was due to the
sale of the Lake Geneva and Ripon systems. Disregarding the effect of the
Lake Geneva and Ripon systems sale, operating income before depreciation and
amortization would have increased $77,685, or approximately 4 percent, to
$1,905,628 in 1996 from $1,827,943 in 1995. This increase was due to the
increase in revenue and decrease in management fees and allocated administrative
costs from the General Partner exceeding the increase in operating expenses.

Interest expense decreased $235,468, or approximately 27 percent, to
$635,375 in 1996 from $870,843 in 1995. This decrease was primarily the result
of lower outstanding balances on interest bearing obligations. A portion of the
proceeds from the sale of the Lake Geneva and Ripon systems was used to repay a
portion of the outstanding loan balance.

The Partnership reported a gain on the sale of the Lake Geneva and Ripon
systems of $4,550,867 in 1996. No such gain was reported in 1995.

The Partnership reported net income of $3,711,661 in 1996 compared to a net
loss of $1,495,469 in 1995. This change was a result of the gain on the sale of
the Lake Geneva and Ripon systems discussed above.

1995 Compared to 1994
---------------------

Revenues of the Partnership for the year ended December 31, 1995 totaled
$6,838,837 compared to $6,440,941 in 1994, an increase of $397,896, or
approximately 6 percent. This increase in revenue was primarily the result of
increases in the number of basic subscribers, which accounted for approximately
70 percent of the increase in revenues. The number of basic subscribers totaled
20,014 at December 31, 1995 compared to 18,851 at December 31, 1994, an increase
of 1,163, or approximately 6 percent. Increases in advertising revenue
accounted for approximately 20 percent of the increase in revenue. No other
individual factor was significant to the increase in revenues.

Operating expenses increased $200,930, or approximately 6 percent, to
$3,426,527 in 1995 from $3,225,597 in 1994. Operating expenses represented
approximately 50 percent of revenues in each of 1995 and 1994, respectively. Of
the total net increase in operating expenses, subscriber related costs increased
approximately $143,000 representing approximately 71 percent of the total
increase. No other individual factor significantly affected the increase in
operating expenses for the periods discussed.

Management fees and allocated administrative costs from the General Partner
increased $26,023, or approximately 3 percent, to $880,721 in 1995 from $854,698
in 1994. This increase was primarily the result of increased revenues, upon
which such management fees are based, as well as increases in allocated expenses
from the General Partner.

Depreciation and amortization expense increased $87,150, or approximately 3
percent, to $3,161,861 in 1995 from $3,074,711 in 1994. The increase was a
result of capital additions during 1995.

Operating loss decreased $83,793, or approximately 12 percent, to $630,272
in 1995 from $714,065 in 1994. This decrease was a result of the increase in
revenues exceeding the increases in operating expenses, management fees and
allocated administrative expenses from the General Partner and depreciation and
amortization expense.

Operating income before depreciation and amortization increased $170,943,
or approximately 7 percent, to $2,531,589 in 1995 from $2,360,646 in 1994. The
increase was due to the increase in revenues exceeding the increases in
operating expenses and management fees and allocated administrative expenses
from the General Partner.

14
<PAGE>

Interest expense increased $135,126, or approximately 18 percent, to
$870,843 in 1995 from $735,717 in 1994. This increase was primarily the result
of higher outstanding balances and higher effective interest rates on interest
bearing obligations during 1995.

Net loss increased $36,355, or approximately 2 percent, to $1,495,469 in
1995 from $1,459,114 in 1994. This increase was primarily a result of the
factors discussed above.

15
<PAGE>

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

JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------

FINANCIAL STATEMENTS
--------------------

AS OF DECEMBER 31, 1996 AND 1995
--------------------------------

AND FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
--------------------------------------------------------

INDEX
-----
<TABLE>
<CAPTION>

Page
----
<S> <C>

Report of Independent Public Accountants 17

Balance Sheets 18

Statements of Operations 20

Statements of Partners' Capital (Deficit) 21

Statements of Cash Flows 22

Notes to Financial Statements 23

</TABLE>

16
<PAGE>

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

To the Partners of Jones Spacelink Income/Growth Fund 1-A, Ltd.:

We have audited the accompanying balance sheets of Jones Spacelink
Income/Growth Fund 1-A, Ltd. (a Colorado limited partnership) as of December 31,
1996 and 1995, and the related statements of operations, partners' capital
(deficit) and cash flows for each of the three years in the period ended
December 31, 1996. 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 Jones Spacelink
Income/Growth Fund 1-A, Ltd. as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 7, 1997.

17
<PAGE>

JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
-----------------------

BALANCE SHEETS
--------------

ASSETS
------
<TABLE>
<CAPTION>

December 31,
--------------------------
1996 1995
------------ ------------
<S> <C> <C>

CASH $ 56,865 $ 313,553

TRADE RECEIVABLES, less allowance for doubtful
receivables of $5,425 and $14,206 at December 31, 1996
and 1995, respectively 122,004 226,616

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 11,233,310 15,532,204
Less- accumulated depreciation (5,174,077) (6,366,025)
----------- -----------

6,059,233 9,166,179

Franchise costs and other intangible assets, net of
accumulated amortization of $8,374,039 and
$11,965,114 at December 31, 1996 and
December 31, 1995, respectively 5,193,956 8,477,446
----------- -----------

Total investment in cable
television properties 11,253,189 17,643,625

DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS 45,001 53,546
----------- -----------

Total assets $11,477,059 $18,237,340
=========== ===========

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

18
<PAGE>

JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
-----------------------

BALANCE SHEETS
--------------

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
<TABLE>
<CAPTION>

December 31,
---------------------------
1996 1995
------------- ------------
<S> <C> <C>

LIABILITIES:
Credit facility and capitalized lease
obligations $ 7,467,645 $11,605,582
Trade accounts payable and accrued liabilities 405.742 446,688
Accrued distributions to partners 315,657 315,657
Subscriber prepayments and deposits 21,040 51,473
------------ -----------

Total liabilities 8,210,084 12,419,400
------------ -----------

COMMITMENTS AND CONTINGENCIES (Note 8)

PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Distributions (103,950) (91,324)
Accumulated deficit (34,517) (71,634)
------------ -----------

(137,467) (161,958)
------------ -----------

Limited Partners-
Contributed capital, net of
related commissions, syndication
costs and interest (51,276 units
outstanding at December 31, 1996
and 1995) 21,875,852 21,875,852
Distributions (15,291,180) (9,041,180)
Accumulated deficit (3,180,230) (6,854,774)
------------ -----------

3,404,442 5,979,898
------------ -----------

Total partners' capital (deficit) 3,266,975 5,817,940
------------ -----------

Total liabilities and partners'
capital (deficit) $ 11,477,059 $18,237,340
============ ===========

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

19
<PAGE>

JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
-----------------------

STATEMENTS OF OPERATIONS
------------------------

For the Year Ended
December 31,
----------------------------------------------
1996 1995 1994
----------- ------------------- ------------
<S> <C> <C> <C>

REVENUES $5,724,538 $ 6,838,837 $ 6,440,941

COSTS AND EXPENSES:
Operating expenses 3,224,895 3,426,527 3,225,597
Management fees and allocated administrative
costs from the General Partner 679,839 880,721 854,698
Depreciation and amortization 1,930,748 3,161,861 3,074,711
---------- ----------- -----------

OPERATING LOSS (110,944) (630,272) (714,065)

OTHER INCOME (EXPENSE):
Interest expense (635,375) (870,843) (735,717)
Gain on sale of cable television system 4,550,867 - -
Other, net (92,887) 5,646 (9,332)
---------- ----------- -----------

NET INCOME (LOSS) $3,711,661 $(1,495,469) $(1,459,114)
========== =========== ===========

ALLOCATION OF NET INCOME (LOSS):
General Partner $ 37,117 $ (14,955) $ (14,591)
========== =========== ===========

Limited Partners $3,674,544 $(1,480,514) $(1,444,523)
========== =========== ===========

NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $71.66 $(28.87) $(28.17)
========== =========== ===========

WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNER UNITS
OUTSTANDING 51,276 51,276 51,276
========== =========== ===========

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

20
<PAGE>

JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
-----------------------

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------
<TABLE>
<CAPTION>

For the Year Ended
December 31,
----------------------------------------
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>

GENERAL PARTNER:
Balance, beginning of year $ (161,958) $ (134,377) $ (119,786)
Cash flow distributions (12,626) (12,626) -
Net (income) loss for the year 37,117 (14,955) (14,591)
----------- ----------- -----------

Balance, end of year $ (137,467) $ (161,958) $ (134,377)
=========== =========== ===========

LIMITED PARTNERS:
Balance, beginning of year $ 5,979,898 $ 8,710,412 $10,154,935
Cash flow distributions (1,250,000) (1,250,000) -
Distribution from sale of cable television system (5,000,000) - -
Net (income) loss for the year 3,674,544 (1,480,514) (1,444,523)
----------- ----------- -----------

Balance, end of year $ 3,404,442 $ 5,979,898 $ 8,710,412
=========== =========== ===========

</TABLE>

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

21
<PAGE>

JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
-----------------------

STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>

For the Year Ended
December 31,
------------------------------------------------
1996 1995 1994
------------- ------------------- ------------
<S> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (income) loss $ 3,711,661 $(1,495,469) $(1,459,114)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 1,930,748 3,161,861 3,074,711
Gain on sale of cable television system (4,550,867) - -
Decrease (increase) in trade accounts receivable, net 104,612 (95,974) (17,228)
Increase in deposits, prepaid expenses and other assets (22,669) (21,402) (42,484)
Increase (decrease) in trade accounts payable and
accrued liabilities and subscriber prepayments
and deposits (78,005) 41,434 71,368
Increase (decrease) in advances from Jones Intercable, Inc. - (44,786) (539,410)
------------ ----------- -----------

Net cash provided by operating activities 1,095,480 1,545,664 1,087,843
------------ ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (1,009,939) (1,275,117) (1,360,406)
Proceeds from sale of cable television system 10,058,334 - -
------------ ----------- -----------

Net cash provided by (used in) investing activities 9,048,395 (1,275,117) (1,360,406)
------------ ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 5,930,512 870,251 912,645
Repayment of borrowings (10,068,449) (52,220) (183,194)
Increase (decrease) in accrued distributions - 315,657 (372,916)
Distributions to partners (6,262,626) (1,262,626) -
------------ ----------- -----------

Net cash provided by (used in) financing activities (10,400,563) (128,938) 356,535
------------ ----------- -----------

INCREASE (DECREASE) IN CASH (256,688) 141,609 83,972

CASH, BEGINNING OF YEAR 313,553 171,944 87,972
------------ ----------- -----------

CASH, END OF YEAR $ 56,865 $ 313,553 $ 171,944
============ =========== ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 638,714 $ 875,993 $ 666,291
============ =========== ===========

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

22
<PAGE>

JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
--------------------------------------------
(A Limited Partnership)
-----------------------

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

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

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

Jones Spacelink Income/Growth Fund 1-A, Ltd. (the "Partnership"), a
Colorado limited partnership, was formed on May 12, 1988, pursuant to a public
offering of limited partner interests sponsored by Jones Spacelink, Ltd.
("Spacelink"). The Partnership was formed to acquire, construct, develop and
operate cable television systems. Jones Intercable, Inc. ("Intercable"), a
Colorado corporation that was a subsidiary of Spacelink is the "General
Partner," and manager of the Partnership. Intercable and certain of its
subsidiaries also own and operate cable television systems for their own account
and for the account of other managed limited partnerships.

Cable Television System Acquisitions
------------------------------------

In November 1988, the Partnership purchased the cable television systems
serving the areas in and around the communities of Bluffton, Decatur, Monroe,
Auburn, Butler, Uniondale, Waterloo and Garrett, and the unincorporated areas of
Wells, Allen, Noble, Adams and Dekalb Counties, all in the State of Indiana (the
"Bluffton Systems").

In March 1991, the Partnership purchased the cable television system
serving the communities of Lake Geneva and areas of Walworth County, all in the
State of Wisconsin (the "Lake Geneva System") and the cable television system
serving the communities of Ripon and areas of Fond-du-Lac County, all in the
State of Wisconsin (the "Ripon System").

Cable Television System Sales
-----------------------------

23
<PAGE>

The pro forma effect of the sale of the Lake Geneva System and the Ripon
System on the results of the Partnership's operations for the years ended
December 31, 1996 and 1995, assuming the transaction had occurred as of the
beginning of the year, is presented in the following unaudited tabulation:

For the Year Ended December 31, 1996
---------------------------------------
Pro Forma
As Reported Adjustments Pro Forma
------------ ------------ -----------
<S> <C> <C> <C>

Revenues $5,724,538 $ (577,284) $5,147,254
========== =========== ==========

Operating Income (Loss) $ (110,944) $ 503,423 $ 392,479
========== =========== ==========

Net Income $3,711,661 $(3,655,626) $ 56,035
========== =========== ==========

</TABLE>

<TABLE>
<CAPTION>
For the Year Ended December 31, 1995
--------------------------------------
Pro Forma
As Reported Adjustments Pro Forma
------------ ------------ -----------
<S> <C> <C> <C>

Revenues $ 6,838,837 $(2,040,591) $4,798,246
=========== =========== ==========

Operating Loss $ (630,272) $ 707,256 $ 76,984
=========== =========== ==========

Net Loss $(1,495,469) $ 1,213,335 $ (282,134)
=========== =========== ==========
</TABLE>
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. The General Partner
purchased its general partner interest in the Partnership by contributing $1,000
to partnership capital.

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

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

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

The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
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.

24
<PAGE>

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

Depreciation of property, plant and equipment is provided using the
straight-line method over the following estimated service lives:

<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.

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

Allocation of Cost of Purchased Cable Television Systems
--------------------------------------------------------

Based on independent appraisals, the Partnership allocated the total
purchase price of the cable television systems acquired as follows: first, to
the fair value of net tangible assets acquired; second, to franchise costs in an
amount equal to the estimated value of franchise agreements; third, to
subscriber lists; fourth, to noncompete agreements; and fifth, to costs in
excess of interests in net assets purchased. The brokerage fees paid to The
Jones Group, Ltd. upon acquisition of the systems and other acquisition costs
were capitalized and charged to investment in cable television properties in the
accompanying balance sheets.

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

Costs assigned to intangible assets are being amortized using the straight-
line method over the following estimated useful lives:
<TABLE>
<CAPTION>

<S> <C>
Franchise costs 3-14 years
Subscriber lists 5-6 years
Noncompete agreements 3 years
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.

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

Certain prior year amounts have been reclassified to conform to the 1996
presentation.

25
<PAGE>

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

Property, plant and equipment as of December 31, 1996 and 1995, consisted
of the following:
<TABLE>
<CAPTION>

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

Cable distribution systems $10,440,907 $14,239,443
Equipment and tools 435,937 553,762
Office furniture and equipment 156,856 188,054
Buildings 12,002 23,574
Vehicles 182,608 469,371
Land 5,000 58,000
----------- -----------

11,233,310 15,532,204
----------- -----------

Less- accumulated depreciation (5,174,077) (6,366,025)
----------- -----------

$ 6,059,233 $ 9,166,179
=========== ===========

(4) DEBT:
----

At December 31, 1996 and 1995, debt consisted of the following:

1996 1995
----------- -----------

Revolving credit and term loan facility $ 7,400,000 $11,500,000
Capital lease obligations 67,645 105,582
----------- -----------

$ 7,467,645 $11,605,582
=========== ===========
</TABLE>

In March 1996, the Partnership amended its $14,000,000 credit facility such
that, on the date of the sale of the Lake Geneva System and Ripon System, the
amount of the credit facility decreased to $8,000,000. This credit facility has
a final maturity date of December 31, 1997. At December 31, 1996, $7,400,000
was outstanding leaving $600,000 available to meet liquidity needs of the
Partnership. Interest on the outstanding principal balance is at the
Partnership's option of the Prime Rate plus 1/4 percent or the London Interbank
Offered Rate plus 1-1/4 percent. The effective interest rate on outstanding
obligations as of December 31, 1996 and 1995 were 6.84 percent and 7.10 percent,
respectively.

Estimated maturities of the term loan and capital lease obligations for the
five years in the period ended December 31, 2001 and thereafter are as follows:

1997 $7,420,294
1998 20,294
1999 20,294
2000 6,763
2001 -
Thereafter -
----------

$7,467,645
==========

At December 31, 1996, 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.

26
<PAGE>

(5) SIGNIFICANT TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES:
----------------------------------------------------------------

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

The General Partner manages the Partnership and receives a fee for its
services equal to five percent of the gross revenues of the Partnership,
excluding revenues from the sale of cable television systems or franchises.
Management fees paid to the General Partner by the Partnership for the years
ended December 31, 1996, 1995 and 1994 were $286,227, $341,942 and $322,047,
respectively.

Any partnership distributions made from cash flow (defined as cash receipts
derived from routine operations and interest income, less debt principal and
interest payments and cash expenses) are allocated 99 percent to the limited
partners and one percent to the General Partner. The Partnership may distribute
any proceeds from the sale or refinancing of a cable television system generally
as follows: first, to the Partners until they have received an amount equal to
their initial capital contributions (as reduced by all prior distributions other
than distributions from cash flow); second, to the limited partners until they
have received a liquidation preference equal to 12 percent per annum, cumulative
and noncompounded, on an amount equal to their initial capital contributions,
less any portion of such capital contributions which has been returned to the
limited partners from prior sale or refinancing proceeds, as determined for any
particular year; provided that such cumulative return will be reduced by all
prior distributions of cash flow from operations and prior distributions of
proceeds of sales or refinancings of the Partnership's cable television systems.
The balance will be allocated 75 percent to the limited partners' and 25 percent
to the General Partner. See Note 6 for discussion of cash flow distributions.

The Partnership reimburses the General Partner and certain of its
subsidiaries for certain allocated general and administrative expenses. These
expenses represent the salaries and related benefits paid for corporate
personnel, office rent and related facilities expense. Such personnel provide
engineering, marketing, administrative, accounting, legal, and investor relation
services to the Partnership. Such services, and their related costs, are
necessary to the operations of the Partnership and would have been incurred by
the Partnership if it was a stand alone entity. Allocations of personnel costs
are based primarily on actual time spent by employees of the General Partner
with respect to each 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 Intercable is the general partner are also
allocated a proportionate share of these expenses. The General Partner believes
that the methodology used in allocating general and administrative costs is
reasonable. General and administrative expenses allocated to the Partnership by
the General Partner were $393,612, $538,779 and $532,651 for the years ended
December 31, 1996, 1995 and 1994, respectively.

The Partnership was charged interest during 1996 at an average interest
rate of approximately 8.58 percent per annum on the amounts due the General
Partner, which approximated the General Partner's weighted average cost of
borrowing. Total interest charged to the Partnership by the General Partner was
$67,530, $9,243 and $24,392 for the years ended December 31, 1996, 1995 and
1994, respectively.

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

The Partnership receives programming from Superaudio, Jones Education
Company, Great American Country, Inc. and Product Information Network, all of
which are affiliates of the General Partner.

Payments to Superaudio by the Partnership for the years ended December 31,
1996, 1995 and 1994 totaled $9,979, $11,632 and $11,575, respectively. Payments
to Jones Education Company for the years ended December 31, 1996, 1995 and 1994
totaled $12,439, $17,307 and $10,649, respectively. Payments to Great American
Country, Inc., which initiated service in 1996, totaled $3,039 in 1996.

The Partnership receives a commission from Product Information Network,
based on a percentage of advertising revenue and number of subscribers. Product
Information Network paid commissions to the Partnership for the years ended
December 31, 1996, 1995 and 1994 totaling $12,295, $1,871 and $461,
respectively.

27
<PAGE>

(6) DISTRIBUTIONS FROM CASH FLOW:
----------------------------

A primary objective of the Partnership is to provide quarterly cash
distributions to the partners, principally from cash flow from operations
remaining after principal and interest payments and the creation of any reserves
necessary for the operation of the Partnership. The Partnership declared such
distributions totaling $1,262,626, $1,262,626 and $-0- in 1996, 1995 and 1994,
respectively. The Partnership temporarily suspended quarterly distributions to
the partners in 1994 because the Partnership had no borrowing capacity under its
previous credit facility and needed funds from cash flow to pay for capital
additions. Future distributions will be announced on a quarter-by-quarter basis
and no determination has been made regarding the level of future distributions.
The payment of quarterly cash flow distributions may reduce the financial
flexibility of the Partnership.

(7) INCOME TAXES:
------------

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

The Partnership's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable income or loss are subject to
examination by federal and state taxing authorities. If such examinations
result in changes with respect to 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 income (loss) 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 income (loss) and the net loss
reported in the statements of operations.

(8) COMMITMENTS AND CONTINGENCIES
----------- --- -------------

The Partnership rents office and other facilities under various long-term
lease arrangements. Rent paid under such lease arrangements totaled $66,613,
$73,344 and $71,355, respectively, for the years ended December 31, 1996, 1995
and 1994. Future minimum lease payments as of December 31, 1996, under
noncancelable operating leases for each of the five years in the period ending
December 31, 2001, and thereafter are as follows:

1997 $57,180
1998 47,180
1999 41,694
2000 22,798
2001 4,692
Thereafter 13,741
-------
$187,285
=======

28
<PAGE>

(9) SUPPLEMENTARY PROFIT AND LOSS INFORMATION:
-----------------------------------------

Supplementary profit and loss information for the respective years are
presented below:
<TABLE>
<CAPTION>

Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>

Maintenance and repairs $ 37,948 $ 55,247 $ 42,864
========== ========== ==========

Taxes, other than income and payroll taxes $ 76,760 $ 99,201 $ 108,962
========== ========== ==========

Advertising $ 56,746 $ 76,683 $ 65,492
========== ========== ==========

Depreciation of property, plant and equipment $ 910,553 $1,164,194 $1,061,624
========== ========== ==========

Amortization of intangible assets $1,020,195 $1,997,667 $2,013,087
========== ========== ==========

</TABLE>

29
<PAGE>

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

None.

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

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

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

<TABLE>
<S> <C> <C>
Glenn R. Jones 67 Chairman of the Board and Chief Executive Officer
Derek H. Burney 57 Vice Chairman of the Board
James B. O'Brien 47 President and Director
Ruth E. Warren 47 Group Vice President/Operations
Kevin P. Coyle 45 Group Vice President/Finance
Christopher J. Bowick 41 Group Vice President/Technology
George H. Newton 62 Group Vice President/Telecommunications
Raymond L. Vigil 50 Group Vice President/Human Resources
Cynthia A. Winning 45 Group Vice President/Marketing
Elizabeth M. Steele 45 Vice President/General Counsel/Secretary
Larry W. Kaschinske 37 Vice President/Controller
Robert E. Cole 64 Director
William E. Frenzel 68 Director
Donald L. Jacobs 58 Director
James J. Krejci 55 Director
John A. MacDonald 43 Director
Raphael M. Solot 63 Director
Howard O. Thrall 49 Director
Siim A. Vanaselja 40 Director
Sanford Zisman 57 Director
Robert B. Zoellick 43 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 member of the Board of Directors and the
Executive Committee of the National Cable Television Association. Additionally,
Mr. Jones is a member of the Board of Governors for the American Society for
Training and Development, and a member of the Board of Education Council of the
National Alliance of Business. Mr. Jones is also a founding member of the James
Madison Council of the Library of Congress. Mr. Jones has been the recipient of
several awards including the Grand Tam Award in 1989, the highest award from the
Cable Television Administration and Marketing Society; the President's Award
from the Cable Television Public Affairs Association in recognition of Jones
International's educational efforts through Mind Extension University (now
Knowledge TV); the Donald G. McGannon Award for the advancement of minorities
and women in cable from the United Church of Christ Office of Communications;
the STAR Award from American Women in Radio and Television, Inc. for exhibition
of a commitment to the issues and concerns of women in television and radio; the
Cableforce 2000 Accolade awarded by Women in Cable in recognition of the General
Partner's innovative employee programs; the Most Outstanding Corporate
Individual Achievement Award from the International Distance Learning Conference
for his contributions to distance education; the Golden Plate Award from the

30
<PAGE>

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 in
December 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 also a
director of Bell Cablemedia plc, Mercury Communications Limited, Videotron
Holdings plc, Tele-Direct (Publications) Inc., Teleglobe Inc., Bimcor Inc.,
Maritime Telegraph and Telephone Company, Limited, Moore Corporation Limited,
Northbridge Programming Inc. and certain subsidiaries of Bell Canada
International.

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 Vice Chairman and a board member of Cable
Labs, Inc., the research arm of the U.S. cable television industry. He also
serves as Vice Chairman and a director of the Cable Television Administration
and Marketing Association and as a director and member of the Executive
Committee of the Walter Kaitz Foundation, a foundation that places people of
ethnic minority groups in positions with cable television systems, networks and
vendor companies.

Ms. Ruth E. Warren joined the General Partner in August 1980 and has served
in various operational capacities, including system 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. 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 USWest. Prior to USWest, Mr.
Vigil worked in various human resources posts over a 14-year term with the IBM
Corporation.

31
<PAGE>

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, named Controller in August 1994 and was elected
Vice President/Controller in June 1996.

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

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

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

Mr. 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 was also an officer of subsidiaries of Jones International,
Ltd. until leaving the General Partner in May 1994. Mr. Krejci has been a
Director of the General Partner since August 1987.

32
<PAGE>

Mr. John A. MacDonald was appointed a Director of the General Partner in
November 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 and has practiced law for 31 years with an
emphasis on franchise, corporate and partnership law and complex litigation.

Mr. Howard O. Thrall was appointed a Director of the General Partner in
March 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Mr. Thrall is Senior Vice
President-Corporate Development for First National Net, Inc., a leading service
provider for the mortgage banking industry, and he heads First National Net's
Washington, D.C. regional office. From September 1993 to July 1996, Mr. Thrall
has served as Vice President of Sales, Asian Region, for World Airways, Inc.
headquartered at the Washington Dulles International Airport. From 1984 until
August 1993, Mr. Thrall was with the McDonnell Douglas Corporation, where he
concluded as a Regional Vice President, Commercial Marketing with the Douglas
Aircraft Company subsidiary. Mr. Thrall is also an active management and
international marketing consultant, having completed assignments with McDonnell
Douglas Aerospace, JAL Trading, Inc., Technology Solutions Company, Cheong Kang
Associated (Korea), Aero Investment Alliance, Inc. and Western Real Estate
Partners, among others.

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

Mr. Sanford Zisman was appointed a director of the General Partner in June
1996. Mr. Zisman is a member of the law firm, Zisman & Ingraham, P.C. of
Denver, Colorado and has practiced law for 31 years, with an emphasis on tax,
business and estate planning and probate administration. Mr. Zisman currently
serves as a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, and he has served as Chairman of the Board,
Chairman of the Finance Committee and Chairman of the Strategic Planning
Committee of the hospital. Since 1992, he has also served on the Board of
Directors of Maxim Series Fund, Inc., a subsidiary of Great-West Life Assurance
Company.

Mr. Robert B. Zoellick was appointed a Director of the General Partner in
April 1995. Mr. Zoellick is Executive Vice President for Housing and Law 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

33
<PAGE>

Cross for his work on Germany unification. Mr. Zoellick currently serves on the
boards of Alliance Capital, Said Holdings, 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, the American Institute for Contemporary German Studies and the Overseas
Development Council.

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

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

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

As of March 4, 1997, no person or entity owned 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 as contemplated by the limited partnership agreement of the
Partnership. The General Partner believes that the terms of such transactions
are generally as favorable as could be obtained by the Partnership from
unaffiliated parties. This determination has been made by the General Partner
in good faith, but none of the terms were or will be negotiated at arm's-length
and there can be no assurance that the terms of such transactions have been or
will be as favorable as those that could have been obtained by the Partnership
from unaffiliated parties.

TRANSACTIONS WITH THE GENERAL PARTNER

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. 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.

TRANSACTIONS WITH AFFILIATES

Jones Education Company ("JEC") is owned 63% by Jones International, Ltd.
("International"), an affiliate of the General Partner, 9% by Glenn R. Jones,
12% by Bell Canada International Inc. ("BCI") and 16% by the General Partner.
JEC operates two television networks, JEC Knowledge TV and Jones Computer
Network. JEC Knowledge TV provides programming related to computers and
technology; business, careers and finance; health and wellness; and global
culture and languages. Jones Computer Network provides programming focused
primarily on computers and technology. JEC sells its programming to certain
cable television systems owned or managed by the General Partner.

34
<PAGE>

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

Jones Galactic Radio, Inc. is a company now owned by Jones International
Networks, Ltd., an affiliate of International. Superaudio, a joint venture
between Jones Galactic Radio, Inc. and an unaffiliated entity, provides
satellite programming to certain cable television systems owned or managed by
the General Partner.

The Product Information Network Venture (the "PIN Venture") is a venture
among a subsidiary of Jones International Networks, Ltd., an affiliate of
International, and two unaffiliated cable system operators. The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials." The PIN
Venture generally makes incentive payments of approximately 60% of its net
advertising revenue to the cable systems that carry its programming. Most of
the General Partner's owned and managed systems carry PIN for all or part of
each day. Revenues received by the Partnership from the PIN Venture relating to
the Bluffton System totaled approximately $12,295 for the year ended December
31, 1996.

The charges to the Partnership for related party transactions are as
follows for the periods indicated:

<TABLE>
<CAPTION>
Jones Spacelink Income/Growth Fund 1-A, Ltd. For the Year Ended December 31,
- ---------------------------------------------- -------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Management fees $286,227 $341,942 $322,047
Allocation of expenses 393,612 538,779 532,657
Interest expense 82,406 9,243 24,392
Amount of advances outstanding 0 -0- 44,786
Highest amount of advances outstanding 111,692 30,144 816,671
Programming fees:
Jones Education Company 12,439 17,307 10,649
Great American Country 12,731 0 0
Superaudio 9,979 11,632 11,575
</TABLE>

35
<PAGE>

PART IV.
--------

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

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

3. The following exhibits are filed herewith:

4.1 Limited Partnership Agreement for Jones Spacelink Income/Growth
Fund 1-A, Ltd. (1)

10.1.1 Copy of franchise and related documents granting a cable
television system franchise for the County of Adams, Indiana. (1)

10.1.2 Copy of franchise and related documents granting a cable
television system franchise for the County of Allen, Indiana. (1)

10.1.3 Copy of franchise and related documents granting a cable
television system franchise for the City of Auburn, Indiana. (1)

10.1.4 Copy of franchise and related documents granting a cable
television system franchise for the City of Bluffton, Indiana.
(1)

10.1.5 Copy of franchise and related documents granting a cable
television system franchise for the City of Butler, Indiana. (1)

10.1.6 Copy of franchise and related documents granting a cable
television system franchise for the City of Decatur, Indiana. (1)

10.1.7 Copy of franchise and related documents granting a cable
television system franchise for the County of DeKalb, Indiana.
(1)

10.1.8 Copy of franchise and related documents granting a cable
television system franchise for the City of Garrett, Indiana. (1)

10.1.9 Copy of franchise and related documents granting a cable
television system franchise for the County of Adams, Indiana. (1)

10.1.10 Copy of franchise and related documents granting a cable
television system franchise for the Town of Monroe, Indiana. (1)

10.1.11 Copy of franchise and related documents granting a cable
television system franchise for the County of Noble, Indiana. (1)

10.1.12 Copy of franchise and related documents granting a cable
television system franchise for the Town of Poneto, Indiana. (1)

10.1.13 Copy of franchise and related documents granting a cable
television system franchise for the Town of Uniondale, Indiana.
(1)

10.1.14 Copy of franchise and related documents granting a cable
television system franchise for the Town of Vera Cruz, Indiana.
(1)

36
<PAGE>

10.1.15 Copy of franchise and related documents granting a cable
television system franchise for the Town of Waterloo, Indiana.
(1)

10.1.16 Copy of franchise and related documents granting a cable
television system franchise for the County of Wells, Indiana. (1)

10.2.1 Credit and Security Agreement dated as of March 6, 1991 among
Jones Spacelink Income/Growth Fund 1-A, Ltd. and Credit Lyonnais
New York Branch, as agent for various lenders. (2)

10.2.2 Amendment No. 2 dated as of September 30, 1994 to the Credit and
Security Agreement dated as of March 6, 1991 among Jones
Spacelink Income/Growth Fund 1-A, Ltd. and Credit Lyonnais New
York Branch, as agent for various lenders. (3)

10.2.3 Amendment No. 3 dated as of December 16, 1994 to the Credit and
Security Agreement dated as of March 6, 1991 among Jones
Spacelink Income/Growth Fund 1-A, Ltd. and Credit Lyonnais New
York Branch, as agent for various lenders. (3)

10.2.4 Amendment No. 4 dated as of March 28, 1996 to the Credit and
Security Agreement dated as of March 6, 1991 among Jones
Spacelink Income/Growth Fund 1-A, Ltd. and Credit Lyonnais New
York Branch, as agent for various lenders. (4)

10.3.1 Asset Purchase Agreement dated September 5, 1995 between Jones
Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc.
relating to the Ripon System. (5)

10.3.2 Asset Purchase Agreement dated September 5, 1995 between Jones
Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc.
relating to the Lake Geneva System. (5)

27 Financial Data Schedule

__________

(1) Incorporated by reference from the Partnership's Annual Report on
Form 10-K for fiscal year ended 12/31/88.

(2) Incorporated by reference from the Partnership's Annual Report on
Form 10-K for fiscal year ended 12/31/91.

(3) Incorporated by reference from the Partnership's Annual Report on
Form 10-K for fiscal year ended 12/31/94.

(4) Incorporated by reference from the Partnership's Annual Report on
Form 10-K for fiscal year ended 12/31/95.

(5) Incorporated by reference from the Partnership's Current Report
on Form 8-K dated September 11, 1995.

(b) Reports on Form 8-K
-------------------

None.

37
<PAGE>

SIGNATURES

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

JONES SPACELINK INCOME/
GROWTH FUND 1-A, 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 24, 1997 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 24, 1997 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
-----------------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 24, 1997 (Principal Financial Officer)

By: /s/ Larry Kaschinske
-----------------------------------------
Larry Kaschinske
Vice President/Controller
Dated: March 24, 1997 (Principal Accounting Officer)

By: /s/ James B. O'Brien
-----------------------------------------
James B. O'Brien
Dated: March 24, 1997 President and Director

By: /s/ Derek H. Burney
-----------------------------------------
Derek H. Burney
Dated: March 24, 1997 Director

By: /s/ Robert E. Cole
-----------------------------------------
Robert E. Cole
Dated: March 24, 1997 Director

38
<PAGE>

By: /s/ William E. Frenzel
-----------------------------------------
William E. Frenzel
Dated: March 24, 1997 Director

By: /s/ Donald L. Jacobs
-----------------------------------------
Donald L. Jacobs
Dated: March 24, 1997 Director

By: /s/ James J. Krejci
-----------------------------------------
James J. Krejci
Dated: March 24, 1997 Director

By: _________________________________________
John A. MacDonald
Dated: March 24, 1997 Director

By: /s/ Raphael M. Solot
-----------------------------------------
Raphael M. Solot
Dated: March 24, 1997 Director

By: _________________________________________
Howard O. Thrall
Dated: March 24, 1997 Director

By: /s/ Siim A. Vanaselja
-----------------------------------------
Siim A. Vanaselja
Dated: March 24, 1997 Director

By: /s/ Sanford Zisman
-----------------------------------------
Sanford Zisman
Dated: March 24, 1997 Director

By: /s/ Robert B. Zoellick
-----------------------------------------
Robert B. Zoellick
Dated: March 24, 1997 Director

<PAGE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 56,865
<SECURITIES> 0
<RECEIVABLES> 122,004
<ALLOWANCES> (5,425)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,233,310
<DEPRECIATION> (5,174,077)
<TOTAL-ASSETS> 11,477,059
<CURRENT-LIABILITIES> 739,126
<BONDS> 7,467,645
0
0
<COMMON> 0
<OTHER-SE> 3,270,288
<TOTAL-LIABILITY-AND-EQUITY> 11,477,059
<SALES> 0
<TOTAL-REVENUES> 5,724,538
<CGS> 0
<TOTAL-COSTS> 5,835,482
<OTHER-EXPENSES> (4,457,980)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 635,375
<INCOME-PRETAX> 3,711,661
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,711,611
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,711,661
<EPS-PRIMARY> 71.66
<EPS-DILUTED> 71.66

</TABLE>