CABLE TV FUND 15-A LTD, 10-K405, 1998-03-26

CABLE TV FUND 15-A LTD
10-K405, 1998-03-26
RADIOTELEPHONE COMMUNICATIONS

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

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
------- -------

Commission file number: 0-17733

CABLE TV FUND 15-A, LTD.
------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-1091413
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(State of Organization) (IRS Employer Identification No.)

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

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

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

Yes x No
-- - ---

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

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

DOCUMENTS INCORPORATED BY REFERENCE: None

(33966)
<PAGE>

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

PART I.
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ITEM 1. BUSINESS
-----------------

THE PARTNERSHIP. Cable TV Fund 15-A, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 15 Limited Partnership
Program, which was sponsored by Jones Intercable, Inc. (the "General Partner").
The Partnership was formed for the purpose of acquiring and operating cable
television systems. The Partnership owns the cable television systems serving
the areas in and around the communities of Barrington, Elgin, South Elgin,
Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills and certain
unincorporated areas of Kane and Lake counties, all in the State of Illinois
(the "Barrington System") and the cable television systems serving the areas in
and around the municipalities of Flossmoor, La Grange, La Grange Park,
Riverside, Indian Head Park, Hazel Crest, Thornton, Lansing, Matteson, Richton
Park, Crete, University Park, Olympia Fields, Western Springs and certain areas
of Cook and Will Counties, all in the State of Illinois (the "South Suburban
System"). See Item 2. The Barrington System and the South Suburban System may
collectively hereinafter be referred to as the "Systems."

It is the General Partner's publicly announced policy that it intends
to liquidate its managed limited partnerships, including the Partnership, as
opportunities for sales of partnership cable television systems arise in the
marketplace. In accordance with the General Partner's policy, the Barrington
System and the South Suburban System, along with other Chicago-area systems
owned or managed by the General Partner and its affiliates, continue to be
marketed for sale. There is no assurance as to the timing or terms of any
sales.

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

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

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

The Systems also offer premium services to subscribers, which consist
of feature films, sporting events and other special features that are presented
without commercial interruption. The cable television operators buy premium
programming from suppliers such as HBO, Showtime, Cinemax, Encore and others at
a cost based on the number of subscribers served by the cable operator. The per
service cost of premium service programming

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usually is significantly more expensive than the basic service or tier service
programming, and consequently cable operators price premium service separately
when sold to subscribers.

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

REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Systems. At December 31, 1997,
the Systems' monthly basic service rates ranged from $12.00 to $13.14, monthly
basic and tier ("basic plus") service rates ranged from $25.98 to $27.71 and
monthly premium services ranged from $4.95 to $10.95 per premium service. In
addition, the Partnership earns revenues from the Systems' pay-per-view programs
and advertising fees. Related charges may include a nonrecurring installation
fee that ranges from $1.99 to $35.06; however, from time to time the Systems
have followed the common industry practice of reducing or waiving the
installation fee during promotional periods. Commercial subscribers such as
hotels, motels and hospitals are charged a nonrecurring connection fee that
usually covers the cost of installation. Except under the terms of certain
contracts with commercial subscribers and residential apartment and condominium
complexes, the subscribers are free to discontinue the service at any time
without penalty. For the year ended December 31, 1997, of the total fees
received by the Systems, basic service and tier service fees accounted for
approximately 65 percent of total revenues, premium service fees accounted for
approximately 16 percent of total revenues, pay-per-view fees were approximately
3 percent of total revenues, advertising fees were approximately 8 percent of
total revenues and the remaining 8 percent 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 Systems.

FRANCHISES. The Systems are constructed and operated under non-
exclusive, fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") granted by local governmental
authorities. These franchises typically contain many conditions, such as time
limitations on commencement and completion of construction, conditions of
service, including the number of channels, types of programming and the
provision of free service to schools and certain other public institutions, and
the maintenance of insurance and indemnity bonds. The provisions of local
franchises are subject to federal regulation.

The Partnership holds 29 franchises relating to the Systems. These
franchises provide for the payment of fees to the issuing authorities and
generally range from 3 percent to 5 percent 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 percent 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 seven franchises that are either operating
under extensions or will expire prior to December 31, 1998. The General Partner
has no reason to believe that such franchises 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

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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. Ameritech has overbuilt portions of the
Barrington System's service area. See Telephone and Utilities below. 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 certain of 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. Companies
offering DBS service use video compression technology to increase channel
capacity of their systems to 100 or more channels and to provide packages of
movies, satellite network and other program services which are competitive to
those of cable television systems. DBS faces technical and legal obstacles to
offering its customers local broadcast programming, although at least one DBS
provider is now attempting to do so. In addition to emerging high-powered DBS
competition, cable television systems face competition from a major medium-
powered satellite distribution provider and several low-powered providers, whose
service requires use of much larger home satellite dishes. Not all subscribers
terminate cable television service upon acquiring a DBS system. The General
Partner has observed that there are DBS subscribers that also elect to subscribe
to cable television service in order to obtain the greatest variety of
programming on multiple television sets, including local programming not
available through DBS service. The ability of DBS service providers to compete
successfully with the cable television industry will depend on, among other
factors, the ability of DBS providers to overcome certain legal and technical
hurdles and the availability of equipment at reasonable prices.

Telephone and Utilities. Federal cross-ownership restrictions
-----------------------
historically limited entry by local telephone companies into the cable
television business. The 1996 Telecommunications Act (the "1996 Telecom Act")
eliminated this cross-ownership restriction, making it possible for companies
with considerable resources to overbuild existing cable operators and enter the
business. Several telephone companies have begun seeking cable television
franchises from local governmental authorities and constructing cable television
systems. Ameritech, one of the seven regional Bell Operating Companies
("BOCs"), which provides telephone service in a multi-state region including
Illinois, has been the most active BOC in seeking local cable franchises within
its service area. It has begun cable service in competition with the
Partnership in Elgin, Illinois, and in competition with partnerships managed by
the General Partner in Glen Ellyn and Naperville, Illinois. This competition
could have a negative effect on the revenues, cash flow and fair market value of
the Barrington System. It could also have a negative impact on the price at
which the Partnership will be able to sell its Barrington System. The General
Partner is taking prudent steps necessary to meet this competition from
Ameritech, and to the extent possible, to safeguard the value of the
Partnership's Systems until they are sold. The General Partner cannot predict
at this time the extent of telephone company competition that will emerge. 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 cable television systems. The entry of
electric utility companies into the cable television business, as now authorized
by the 1996 Telecom Act, could have a similar adverse effect. The local
electric utility in the Washington D.C. area recently announced plans to
participate in RCN, a planned video competitor.

Private Cable. Additional competition is provided by private cable
-------------
television systems, known as Satellite Master Antenna Television (SMATV),
serving multi-unit dwellings such as condominiums, apartment complexes, and
private residential communities. These private cable systems may enter into
exclusive agreements with

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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 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 Systems.
A series of actions taken by the FCC, however, including reallocating certain
frequencies to the wireless services, are intended to facilitate the development
of wireless cable television systems as an alternative means of distributing
video programming. In addition, Local Multipoint Distribution Services
("LMDS"), could also pose a significant threat to the cable television industry,
if and when it becomes established. The potential impact, however, of LMDS is
difficult to assess due to the newness of the technology and the absence of any
current fully operational LMDS systems.

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

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

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

The 1996 Telecom Act requires the FCC to undertake a host of
implementing rulemakings, the final outcome of which cannot yet be determined.
Moreover, Congress and the FCC have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect
the Partnership's operations and there has been a recent increase in calls to
maintain or even tighten cable regulation in the absence of widespread effective
competition. This section briefly summarizes key laws and regulations affecting
the operation of the Partnership's 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 percent) by the incumbent cable operator, appreciable penetration
(more than 15 percent) 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,

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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.

The 1996 Telecom Act sunsets FCC regulation of CPST rates for all
systems (regardless of size) on March 31, 1999. Certain critics of the cable
television industry have called for a delay in the regulatory sunset and some
have even urged more rigorous rate regulation in the interim, including a limit
on operators passing through to their customers increased programming costs.
The 1996 Telecom Act also relaxes existing uniform rate requirements by
specifying that uniform rate requirements do not apply where the operator faces
"effective competition," and by exempting bulk discounts to multiple dwelling
units, although complaints about predatory pricing still may be made to the FCC.

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

Cable entry into telecommunications will be affected by the regulatory
landscape now being fashioned by the FCC and state regulators. One critical
component of the 1996 Telecom Act to facilitate the entry of new
telecommunications providers (including cable operators) is the interconnection
obligation imposed on all telecommunications carriers. In July 1997, the Eighth
Circuit Court of Appeals vacated certain aspects of the FCC's initial
interconnection order. That decision is now on appeal to the U.S. Supreme
Court.

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

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Under the 1996 Telecom Act, an LEC providing video programming to
subscribers will be regulated as a traditional cable operator (subject to local
franchising and federal regulatory requirements), unless the LEC elects to
provide its programming via an "open video system" ("OVS"). To qualify for OVS
status, the LEC must reserve two-thirds of the system's activated channels for
unaffiliated entities. RCN and affiliates of local power companies recently
have been certified to provide OVS service in areas encompassing the General
Partner's cable systems in suburban Maryland and Virginia. This OVS potential
competition is not yet operational.

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

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

Additional Ownership Restrictions. The 1996 Telecom Act eliminates
---------------------------------
statutory restrictions on broadcast/cable cross-ownership (including broadcast
network/cable restrictions), but leaves in place existing FCC regulations
prohibiting local cross-ownership between co-located television stations and
cable systems. The 1996 Telecom Act also eliminates the three year holding
period required under the 1992 Cable Act's "anti-trafficking" provision. The
1996 Telecom Act leaves in place existing restrictions on cable cross-ownership
with SMATV and MMDS facilities, but lifts those restrictions where the cable
operator is subject to effective competition. In January 1995, however, the FCC
adopted regulations which permit cable operators to own and operate SMATV
systems within their franchise area, provided that such operation is consistent
with local cable franchise requirements.

Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a
cable system from devoting more than 40 percent 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
percent of all domestic cable subscribers has been stayed pending further
judicial review, although the FCC recently expressed an interest in reviewing
and reimposing this limit.

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

Must Carry/Retransmission Consent. The 1992 Cable Act contains
---------------------------------
broadcast signal carriage requirements that allow local commercial television
broadcast stations to elect once every three years between requiring a cable
system to carry the station ("must carry") or negotiating for payments for
granting permission to the cable operator to carry the station ("retransmission
consent"). Less popular stations typically elect "must carry," and more popular
stations typically elect "retransmission consent." Must carry requests can
dilute the appeal of a cable system's programming offerings, and retransmission
consent demands may require substantial payments or other concessions. Either
option has a potentially adverse affect on the 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 WGN). The burden associated with

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"must carry" may increase substantially if broadcasters proceed with planned
conversion to digital transmission and the FCC determines that cable systems
must carry all analogue and digital broadcasts in their entirety.

Access Channels. LFAs can include franchise provisions requiring
---------------
cable operators to set aside certain channels for public, educational and
governmental access programming. Federal law also requires cable systems to
designate a portion of their channel capacity (up to 15 percent in some cases)
for commercial leased access by unaffiliated third parties. The FCC has adopted
rules regulating the terms, conditions and maximum rates a cable operator may
charge for use of the designated channel capacity, but use of commercial leased
access channels has been relatively limited. The FCC released revised rules in
February 1997 mandating a modest rate reduction. The reduction sparked some
increase in part-time use, but did not make commercial leased access
substantially more attractive to third party programmers. Certain of those
programmers have now appealed the revised rules to the D.C. Court of Appeals.
Should the courts and the FCC ultimately determine that an additional reduction
in access rates is required, cable operators could lose programming control of a
substantial number of cable channels.

Access to Programming. To spur the development of independent cable
---------------------
programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers. Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring cable operators over competitors and requires such programmers to sell
their programming to other multichannel video distributors. This provision
limits the ability of vertically integrated cable programmers to offer exclusive
programming arrangements to cable companies. There recently has been increased
interest in further restricting the marketing practices of cable programmers,
including subjecting programmers who are not affiliated with cable operators to
all of the existing program access requirements.

Inside Wiring. The FCC recently determined that an incumbent cable
-------------
operator can be required by the owner of a multiple dwelling unit ("MDU")
complex to remove, abandon or sell the "home run" wiring it initially provided.
In addition, the FCC is reviewing the enforceability of contracts to provide
exclusive video service within a MDU complex. The FCC has proposed abrogating
all such contracts held by incumbent cable operators, but allowing such
contracts when held by new entrants. These changes, and others now being
considered by the FCC, would, if implemented, make it easier for a MDU complex
owner to terminate service from an incumbent cable operator in favor of a new
entrant and leave the already competitive MDU sector even more challenging for
incumbent cable operators.

Other FCC Regulations. In addition to the FCC regulations noted
---------------------
above, there are other FCC regulations covering such areas as equal employment
opportunity, subscriber privacy, programming practices (including, among other
things, syndicated program exclusivity, network program nonduplication, local
sports blackouts, indecent programming, lottery programming, political
programming, sponsorship identification, and children's programming
advertisements), registration of cable systems and facilities licensing,
maintenance of various records and public inspection files, frequency usage,
lockbox availability, antenna structure notification, tower marking and
lighting, consumer protection and customer service standards, technical
standards and consumer electronics equipment compatibility. Federal
requirements governing Emergency Alert Systems and Closed Captioning adopted in
1997 will impose additional costs on the operation of cable systems. The FCC is
currently considering whether cable customers must be allowed to purchase cable
converters from third party vendors. If the FCC concludes that such
distribution is required, and does not make appropriate allowances for signal
piracy concerns, it may become more difficult for cable operators to combat
theft of service. The FCC has the authority to enforce its regulations through
the imposition of substantial fines, the issuance of cease and desist orders
and/or the imposition of other administrative sanctions, such as the revocation
of FCC licenses needed to operate certain transmission facilities used in
connection with cable operations.

Internet Access. Many cable operators have begun offering high speed
---------------
internet service to their customers. At this time, there is no significant
federal or local regulation of this service. However, as internet services
develop, it is possible that new regulations could be imposed.

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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
percent 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 Systems have
had some subscribers who later terminated the service. Terminations occur
primarily because people move to another home or to another city. In other
cases, people terminate on a seasonal basis or because they no longer can afford
or are dissatisfied with the service. The amount of past due accounts in the
Systems is not significant. The 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.

9
<PAGE>

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

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

<TABLE>
<CAPTION>
SYSTEM ACQUISITION DATE
- ------------------------------------------------------ -------------------------------------------------------
<S> <C>
Barrington December 1989
South Suburban September 1990
</TABLE>

The following sets forth (i) the monthly basic plus service rates
charged to subscribers and (ii) the number of basic subscribers and pay units
for the Systems. The monthly basic service rates set forth herein represent,
with respect to systems with multiple headends, the basic service rate charged
to the majority of the subscribers within the system. In cable television
systems, basic subscribers can subscribe to more than one pay TV service. Thus,
the total number of pay services subscribed to by basic subscribers are called
pay units. As of December 31, 1997, the Barrington System operated cable plant
passing approximately 71,000 homes, with an approximate 65 percent penetration
rate, and the South Suburban System operated cable plant passing approximately
62,300 homes, with an approximate 60 percent 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,
---------------------------------------------------------------------
Barrington System 1997 1996 1995
- ----------------- --------------------- ---------------------- ----------------------
<S> <C> <C> <C>
Monthly basic service rate $ 27.71 $ 26.58 $ 25.08
Basic subscribers 46,581 46,266 44,085
Pay units 37,374 38,812 37,643
</TABLE>

<TABLE>
<CAPTION>
At December 31,
---------------------------------------------------------------------
South Suburban System 1997 1996 1995
- --------------------- --------------------- ---------------------- ----------------------
<S> <C> <C> <C>
Monthly basic service rate $ 26.04 $ 23.90 $ 22.40
Basic subscribers 37,553 36,472 34,741
Pay units 31,651 31,228 30,519
</TABLE>

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

None.

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

None.

PART II.
--------

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

While the Partnership is publicly held, there is no public market for the
limited partnership interests, and it is not expected that a market will develop
in the future. During 1997, limited partners of the Partnership conducted
"limited tender offers" for interests in the Partnership at prices ranging from
$170 to $195 per interest. As of February 16, 1998, the number of equity
security holders in the Partnership was 11,114.

10
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------

<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------------------------------

Cable TV Fund 15-A, Ltd. 1997 1996 1995 1994 1993
- ------------------------------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>

Revenues $ 39,787,908 $ 37,280,733 $ 34,225,349 $ 31,086,361 $ 30,139,742
Depreciation and Amortization 12,540,147 21,329,239 22,133,502 22,409,936 21,921,234
Operating Income (Loss) 1,030,257 (9,326,188) (11,617,788) (12,760,453) (11,405,328)
Net Loss (5,167,478) (16,193,666) (18,258,258) (17,968,299) (16,147,302)
Net Loss per Limited
Partnership Unit (24.00) (75.20) (84.79) (83.45) (74.99)
Weighted Average Number of Limited
Partnership Units Outstanding 213,174 213,174 213,174 213,174 213,174
General Partner's Deficit (1,216,204) (1,164,529) (1,002,592) (820,009) (640,326)
Limited Partners' Capital (Deficit) (28,540,620) (23,424,817) (7,393,088) 10,682,587 28,471,203
Total Assets 55,853,938 61,956,101 77,127,809 92,800,087 108,708,332
Debt 83,284,060 83,824,072 78,818,284 70,287,693 70,694,251
General Partner Advances 429,811 430,624 4,782,507 10,952,538 8,630,540
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

CABLE TV FUND 15-A, LTD.
------------------------

The following discussion of the financial condition and results of
operations of the Partnership 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
- -------------------

It is the General Partner's publicly announced policy that it intends to
liquidate its managed partnerships, including the Partnership, as opportunities
for sales of partnership cable television systems arise in the marketplace. In
accordance with the General Partner's policy, the Partnership's systems, along
with other Chicago-area systems owned or managed by the General Partner and its
affiliates, continue to be marketed for sale. There is no assurance as to the
timing or terms of any sales.

For the year ended December 31, 1997, the Partnership generated net cash
from operating activities totaling $6,912,977, which is available to fund
capital expenditures and non-operating costs. Capital expenditures totaled
approximately $6,053,300 in 1997. Approximately 43 percent of these
expenditures was for service drops to homes. New plant construction related to
new homes passed accounted for approximately 15 percent. The upgrade of cable
plant accounted for approximately 11 percent. The remaining expenditures were
used to maintain the value of the Partnership's systems. Funding for these
expenditures was provided primarily by cash generated from operations. Budgeted
capital expenditures for 1998 are approximately $5,647,500. Approximately 46
percent of these capital expenditures will be for service drops to homes.
Approximately 20 percent will be for new plant construction related to new homes
passed and approximately 11 percent will be to continue the upgrade of portions
of the Partnership's systems. The remainder of the anticipated expenditures is
necessary to maintain the value of the Partnership's systems until they are
sold. Funding for these expenditures is expected to be provided by cash on hand
and cash generated from operations.

Ameritech, which provides telephone service in a multi-state region,
including Illinois, has begun providing cable television service in a portion of
the Partnership's Barrington System. This competition could have a negative
effect on the revenues, cash flow and fair market value of the Barrington
System. It could also have a negative impact on the price at which the
Partnership will be able to sell its Barrington System. The General Partner is
taking prudent steps necessary to meet this competition from Ameritech, and to
the extent possible, to safeguard the value of the Partnership's systems until
they are sold.

11
<PAGE>

The Partnership's revolving credit facility converted to a term loan on
September 30, 1997. The General Partner amended the credit facility in the
fourth quarter of 1997 to extend the revolving feature and reduce the commitment
to $85,000,000. The amended agreement allows for the entire commitment to be
available through March 31, 2000, at which time the commitment will reduce
quarterly until December 31, 2000, at which time the commitment will reduce to
zero and will be payable in full. At December 31, 1997, $83,000,000 was
outstanding under the Partnership's revolving credit facility, leaving
$2,000,000 of available borrowings. Interest is at the Partnership's option of
Prime plus 1/2 percent, the London Interbank Offered Rate plus 1-1/2 percent or
the Certificate of Deposit Rate plus 1-5/8 percent. The effective interest
rates on outstanding obligations as of December 31, 1997 and 1996 were 7.34
percent and 7.08 percent, respectively.

The Partnership has sufficient sources of capital in the form of cash on
hand, cash generated from operations and borrowings under its revolving credit
facility to meet its presently anticipated liquidity and capital needs for the
next year.

Year 2000 Issue
- ---------------

The Year 2000 issue is the result of many computer programs being written
such that they will malfunction when reading a year of "00." This problem could
cause system failure or miscalculations causing disruptions of business
processes.

The General Partner has initiated an assessment of its computer
applications to determine the extent of the problem. Based on this assessment,
the General Partner has determined that the majority of its computer
applications supporting business processes, including accounting and billing,
are designed to handle the Year 2000 appropriately.

The General Partner is currently focusing its efforts on the impact of the
Year 2000 issue on service delivery. The General Partner has established an
internal team to address this issue. The General Partner is identifying and
testing all date-sensitive equipment involved in delivering service to the
Partnership's customers. In addition, the General Partner will assess its
options regarding repair or replacement of affected equipment during this
testing. The General Partner currently has no definitive estimate of the cost or
the extent of the impact, if any, this problem will have on service delivery;
however, the General Partner does not believe that the impact will be material.
The General Partner anticipates completion of its testing in 1998, at which time
it will determine the financial impact on the Partnership. The General Partner
expects that the financial impact on the Partnership of the Year 2000 issue
likely will not be material because the General Partner anticipates that the
Partnership will be liquidated before the year 2000.

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

1997 compared to 1996
---------------------

Revenues of the Partnership increased $2,507,175, or approximately 7
percent, to $39,787,908 in 1997 from $37,280,733 in 1996. Basic service rate
increases implemented in the Partnership's systems combined with an increase in
the number of basic subscribers primarily accounted for the increase in
revenues. Basic service rate increases implemented in the Partnership's systems
accounted for approximately 48 percent of the increase in revenues. An increase
in the number of basic subscribers in the Partnership's systems accounted for
approximately 36 percent of the increase in revenues. The number of basic
service subscribers increased by 1,396 subscribers, or approximately 2 percent,
to 84,134 subscribers in 1997 from 82,738 subscribers in 1996. No other
individual factor was significant 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 of the Partnership increased $1,010,719, or
approximately 5 percent, to $22,014,515 in 1997 from $21,003,796 in 1996.
Increases in programming fees primarily accounted for the increase in operating
expenses. No other individual factor was significant to the increase in
operating expenses. Operating expenses represented approximately 55 percent of
revenue in 1997 compared to approximately 56 percent in 1996.

12
<PAGE>

The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses). This measure is not intended to be a substitute or
improvement upon the items disclosed on the financial statements, rather it is
included because it is an industry standard. Operating cash flow increased
$1,496,456, or approximately 9 percent, to $17,773,393 in 1997 from $16,276,937
in 1996. This increase was due to the increase in revenues exceeding the
increase in operating expenses.

Management fees and allocated overhead from the General Partner decreased
$70,897, or approximately 2 percent, to $4,202,989 in 1997 from $4,273,886 in
1996. This decrease was primarily due to a decrease in allocated expenses from
the General Partner.

Depreciation and amortization expense decreased $8,789,092, or
approximately 41 percent, to $12,540,147 in 1997 from $21,329,239 in 1996 due to
the maturation of a portion of the Partnership's intangible asset base.

The Partnership recorded operating income of $1,030,257 in 1997 compared to
an operating loss of $9,326,188 in 1996. This change was primarily the result
of the decrease in depreciation and amortization expense.

Interest expense decreased $190,544, or approximately 3 percent, to
$6,261,104 in 1997 from $6,451,648 in 1996. This decrease was due to lower
outstanding balances on interest bearing obligation.

Net loss decreased $11,026,188, or approximately 68 percent, to $5,167,478
in 1997 from $16,193,666 in 1996. This decrease was due to the factors
discussed above.

1996 compared to 1995
---------------------

Revenues of the Partnership increased $3,055,384, or approximately 9
percent, to $37,280,733 in 1996 from $34,225,349 in 1995. An increase in the
number of basic subscribers combined with basic service rate increases
implemented in the Partnership's systems primarily accounted for the increase in
revenues. The number of basic subscribers increased 3,912 subscribers, or
approximately 5 percent, to 82,738 subscribers in 1996 from 78,826 subscribers.
The increase in the number of basic subscribers accounted for approximately 40
percent of the increase in revenues and basic service rate increases accounted
for approximately 31 percent of the increase in revenues. No other individual
factor was significant to the increase in revenues.

Operating expenses of the Partnership increased $1,447,344, or
approximately 7 percent, to $21,003,796 in 1996 from $19,556,452 in 1995.
Increases in programming fees and personnel related costs were primarily
responsible for the increase in operating expenses. No other individual factor
was significant to the increase in operating expenses. Operating expenses
represented approximately 56 percent of revenue in 1996 compared to
approximately 57 percent in 1995.

Operating cash flow increased $1,608,040, or approximately 11 percent, to
$16,276,937 in 1996 from $14,668,897 in 1995, due to the increase in revenues
exceeding the increase in operating expenses.

Management fees and allocated overhead from the General Partner increased
$120,703, or approximately 3 percent, to $4,273,886 in 1996 from $4,153,183 in
1995. The increase was due primarily to the increase in revenues, upon which
management fees are based.

Depreciation and amortization expense decreased $804,263, or approximately
4 percent, to $21,329,239 in 1996 from $22,133,502 in 1995 due to the maturation
of a portion of the Partnership's intangible asset base.

Operating loss decreased $2,291,600, or approximately 20 percent, to
$9,326,188 in 1996 from $11,617,788 in 1995. This decrease was due to the
increase in operating cash flow and decrease in depreciation and amortization
expense.

Interest expense decreased $175,851, or approximately 3 percent, to
$6,451,648 in 1996 from $6,627,499 in 1995, due to lower interest rates on
interest bearing obligations.

Net loss decreased $2,064,592, or approximately 11 percent, to $16,193,666
in 1996 from $18,258,258 in 1995. Such losses were the result of the factors
discussed above.

13
<PAGE>

ITEM 8. FINANCIAL STATEMENTS
- -----------------------------

The audited financial statements of the Partnership for the year ended
December 31, 1997 follow.

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

To the Partners of Cable TV Fund 15-A, Ltd.:

We have audited the accompanying balance sheets of CABLE TV FUND 15-A, LTD.
(a Colorado limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, partners' deficit and cash flows for each of
the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the General Partner's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cable TV Fund 15-A, Ltd. as
of December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 13, 1998.

14
<PAGE>

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
----------------------------
ASSETS 1997 1996
------ ------------- -------------
<S> <C> <C>
CASH $ 771,309 $ 452,484

TRADE RECEIVABLES, less allowance for
doubtful receivables of $123,823 and $58,936
at December 31, 1997 and 1996, respectively 351,275 850,977

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 86,421,520 80,368,193
Less- accumulated depreciation (44,723,417) (38,212,602)
------------ ------------
41,698,103 42,155,591

Franchise costs and other intangible assets, net of
accumulated amortization of $107,855,517 and
$102,216,387 at December 31, 1997 and 1996, respectively 11,967,455 17,606,585
------------ ------------

Total investment in cable television properties 53,665,558 59,762,176

DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 1,065,796 890,464
------------ ------------

Total assets $ 55,853,938 $ 61,956,101
============ ============
</TABLE>

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

15
<PAGE>

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

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

December 31,
------------------------------
LIABILITIES AND PARTNERS' DEFICIT 1997 1996
--------------------------------- -------------- --------------
<S> <C> <C>
LIABILITIES:
Debt $ 83,284,060 $ 83,824,072
General Partner advances 429,811 430,624
Trade accounts payable and accrued liabilities 1,772,421 2,173,095
Subscriber prepayments 124,470 117,656
------------- -------------

Total liabilities 85,610,762 86,545,447
------------- -------------

COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' DEFICIT:
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,217,204) (1,165,529)
------------- -------------

(1,216,204) (1,164,529)
------------- -------------

Limited Partners-
Net contributed capital
(213,174 units outstanding at
December 31, 1997 and 1996) 90,575,991 90,575,991
Accumulated deficit (119,116,611) (114,000,808)
------------- -------------

(28,540,620) (23,424,817)
------------- -------------

Total liabilities and partners' deficit $ 55,853,938 $ 61,956,101
============= =============

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

16
<PAGE>

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

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

For the Year Ended December 31,
------------------------------------------
1997 1996 1995
------------ ------------- -------------
<S> <C> <C> <C>

REVENUES $39,787,908 $ 37,280,733 $ 34,225,349

COSTS AND EXPENSES:
Operating expenses 22,014,515 21,003,796 19,556,452
Management fees and allocated
overhead from General Partner 4,202,989 4,273,886 4,153,183
Depreciation and amortization 12,540,147 21,329,239 22,133,502
----------- ------------ ------------

OPERATING INCOME (LOSS) 1,030,257 (9,326,188) (11,617,788)
----------- ------------ ------------

OTHER INCOME (EXPENSE):
Interest expense (6,261,104) (6,451,648) (6,627,499)
Other, net 63,369 (415,830) (12,971)
----------- ------------ ------------

Total other income (expense) (6,197,735) (6,867,478) (6,640,470)
----------- ------------ ------------

NET LOSS $(5,167,478) $(16,193,666) $(18,258,258)
=========== ============ ============

ALLOCATION OF NET LOSS:
General Partner $ (51,675) $ (161,937) $ (182,583)
=========== ============ ============

Limited Partners $(5,115,803) $(16,031,729) $(18,075,675)
=========== ============ ============

NET LOSS PER LIMITED
PARTNERSHIP UNIT $(24.00) $(75.20) $(84.79)
=========== ============ ============

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 213,174 213,174 213,174
=========== ============ =============
</TABLE>

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

17
<PAGE>

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------

For the Year Ended December 31,
------------------------------------------
1997 1996 1995
------------ ------------ -------------

GENERAL PARTNER:
Balance, beginning of year $ (1,164,529) $ (1,002,592) $ (820,009)
Net loss for year (51,675) (161,937) (182,583)
------------ ------------ ------------

Balance, end of year $ (1,216,204) $ (1,164,529) $ (1,002,592)
============ ============ ============

LIMITED PARTNERS:
Balance, beginning of year $(23,424,817) $ (7,393,088) $ 10,682,587
Net loss for year (5,115,803) (16,031,729) (18,075,675)
------------ ------------ ------------

Balance, end of year $(28,540,620) $(23,424,817) $ (7,393,088)
============ ============ ============

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

18
<PAGE>

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF CASH FLOWS
------------------------

<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------------------
1997 1996 1995
------------ ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(5,167,478) $(16,193,666) $(18,258,258)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and amortization 12,540,147 21,329,239 22,133,502
Amortization of interest rate protection contract - 75,375 75,375
Decrease (increase) in trade receivables 499,702 114,518 (346,752)
Increase in deposits, prepaid expenses
and deferred charges (565,534) (167,800) (66,583)
Increase (decrease) in trade accounts payable and
accrued liabilities and subscriber prepayments (393,860) 368,053 225,420
----------- ------------ ------------

Net cash provided by operating activities 6,912,977 5,525,719 3,762,704
----------- ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (6,053,327) (5,785,859) (6,090,555)
----------- ------------ ------------

Net cash used in investing activities (6,053,327) (5,785,859) (6,090,555)
----------- ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 7,407,459 5,688,725 8,696,192
Repayment of debt (7,947,471) (682,937) (165,601)
Decrease in advances from General Partner (813) (4,351,883) (6,170,031)
----------- ------------ ------------

Net cash provided by financing activities (540,825) 653,905 2,360,560
----------- ------------ ------------

Increase in cash 318,825 393,765 32,709

Cash, beginning of year 452,484 58,719 26,010
----------- ------------ ------------

Cash, end of year $ 771,309 $ 452,484 $ 58,719
=========== ============ ============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 6,682,952 $ 6,228,037 $ 6,318,316
=========== ============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

19
<PAGE>

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

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

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

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

Cable TV Fund 15-A, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on February 9, 1989, under a public program sponsored by
Jones Intercable, Inc. ("Intercable"). The Partnership was formed to acquire,
construct, develop and operate cable television systems. Intercable, a publicly
held Colorado corporation, is the "General Partner" and manager of the
Partnership. Intercable and its subsidiaries also own and operate cable
television systems. In addition, Intercable manages cable television systems
for other limited partnerships for which it is the general partner and, also,
for affiliated entities.

Contributed Capital, Commissions and Syndication Costs
------------------------------------------------------

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

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

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

Partnership Acquisitions
------------------------

The Partnership owns the cable television systems serving the communities
of Barrington, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian
Creek, Vernon Hills and certain unincorporated areas of Kane and Lake counties,
all in the State of Illinois (the "Barrington System") and the cable television
systems serving the communities of Flossmoor, LaGrange, LaGrange Park,
Riverside, Indianhead Park, Hazel Crest, Thornton, Lansing, Matteson, Richton
Park, University Park, Crete, Olympia Fields and Western Springs, all in the
State of Illinois (the "South Suburban System").

The Partnership allocated the total contract purchase price of the cable
television systems acquired as follows: first, to the fair value of net
tangible assets acquired; second, to the value of subscriber lists; third, to
franchise costs; and fourth, to costs in excess of interests in net assets
purchased. System acquisition costs were allocated to intangible assets based
upon the relative value of these assets at acquisition.

(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.

20
<PAGE>

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

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

Cable distribution systems 5 - 15 years
Equipment and tools 5 - 7 years
Office furniture and equipment 3 - 5 years
Buildings - 30 years
Vehicles 3 - 4 years

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

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

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

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

Franchise costs 1 - 3 years
Subscriber lists 1 - 3 years
Costs in excess of interests in net
assets purchased 33 years

Revenue Recognition
-------------------

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

Reclassification
----------------

Certain prior year amounts have been reclassified to conform to the 1997
presentation.

(3) 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 5 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, 1997, 1996 and 1995 were $1,989,395, $1,864,037 and $1,711,267,
respectively.

Any Partnership distributions made from cash flows (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners and
1 percent to Intercable. Any distributions other than interest income on
limited partner subscriptions earned prior to the acquisition of the
Partnership's first cable television system or from cash flow, such as from the
sale or refinancing of a system or upon dissolution of the Partnership, will be
made as follows: first, to the limited partners in an amount which, together
with all prior distributions, will equal the amount initially contributed to the
Partnership capital by the limited partners and Intercable; second, to the
limited partners which, together with all prior distributions, will equal a 6
percent per annum cumulative and noncompounded return on the capital
contributions of the limited partners; the balance, 75 percent to the limited
partners and 25 percent to Intercable.

The Partnership reimburses the General Partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries and
related benefits paid for corporate personnel, rent, data processing services
and other corporate facilities costs. Such personnel provide engineering,
marketing, administrative, accounting, legal and

21
<PAGE>

investor relations 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 overhead and administrative
expenses is reasonable. Reimbursements by the Partnership to the General Partner
for allocated overhead and administrative expenses for the years ended December
31, 1997, 1996 and 1995 were $2,213,594, $2,409,849 and $2,441,916,
respectively.

The Partnership was charged interest during 1997 at an average interest
rate of 7.82 percent 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 for the years ended December
31, 1997, 1996 and 1995 was $28,297, $273,827 and $724,127, respectively.

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

The Partnership receives or has received programming from Superaudio,
Knowledge TV, Inc., Jones Computer Network, Ltd., Great American Country, Inc.
and Product Information Network, all of which are affiliates of the General
Partner.

Payments to Superaudio totaled $29,315, $12,783 and $11,303 in 1997, 1996
and 1995, respectively. Payments to Knowledge TV, Inc. totaled $61,405, $54,086
and $46,522 in 1997, 1996 and 1995, respectively. Payments to Jones Computer
Network, Ltd., whose service was discontinued in April 1997, totaled $40,501,
$60,617 and $54,725 in 1997, 1996 and 1995, respectively. Payments to Great
American Country, Inc., which initiated service in 1996, totaled $63,014 and
$3,937 in 1997 and 1996, respectively.

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 totaling $88,862,
$56,078 and $26,854 in 1997, 1996 and 1995, respectively.

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

Property, plant and equipment as of December 31, 1997 and 1996, consisted
of the following:

December 31,
----------------------------
1997 1996
------------ ------------

Cable distribution systems $ 80,576,893 $ 75,288,599
Equipment and tools 3,379,339 2,676,421
Office furniture and equipment 680,980 654,576
Buildings 638,343 638,343
Vehicles 967,965 932,254
Land 178,000 178,000
------------ ------------

86,421,520 80,368,193

Less: accumulated depreciation (44,723,417) (38,212,602)
------------ ------------

$ 41,698,103 $ 42,155,591
============ ============

22
<PAGE>

(5) DEBT
----
Debt consists of the following: December 31,
------------------------
1997 1996
----------- -----------
Lending institutions-
Revolving credit and term loan $83,000,000 $83,500,000

Capital lease obligations 284,060 324,072
----------- -----------

$83,284,060 $83,824,072
=========== ===========

At December 31, 1997, 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 cash flows using the Partnership's
current incremental rate of borrowing for a similar liability as well as on
other factors.

Installments due on debt principal for each of the five years in the period
ending December 31, 2002 and thereafter are: $85,218, $85,218, $83,085,218,
$28,406, $-0- and $-0-, respectively. At December 31, 1997, substantially all
of the Partnership's property, plant and equipment secured the above
indebtedness.

(6) 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 Intercable.

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

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

23
<PAGE>

(7) COMMITMENTS AND CONTINGENCIES
-----------------------------

Office and other facilities are rented under various long-term lease
arrangements. Rent paid under such lease arrangements totaled $135,330,
$123,430 and $120,120, respectively, for the years ended December 31, 1997, 1996
and 1995. Minimum commitments under operating leases for each of the five years
in the period ending December 31, 2002 and thereafter are as follows:

1998 $170,507
1999 95,990
2000 90,784
2001 51,087
2002 40,590
Thereafter 191,950
--------

$640,908
========

(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------

Supplementary profit and loss information is presented below:

For the Year Ended December 31,
------------------------------------
1997 1996 1995
---------- ------------ ---------
Maintenance and repairs $ 214,197 $ 201,270 $ 193,886
========== =========== ===========

Taxes, other than income and
payroll taxes $ 55,854 $ 88,981 $ 64,056
========== =========== ===========

Advertising $ 375,411 $ 490,961 $ 782,532
========== =========== ===========

Depreciation of property,
plant and equipment $6,759,480 $ 6,060,869 $ 6,701,903
========== =========== ===========

Amortization of intangible assets $5,780,667 $15,268,370 $15,431,599
========== =========== ===========

24
<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 68 Chairman of the Board and Chief Executive Officer
James B. O'Brien 48 President and Director
Ruth E. Warren 48 Group Vice President/Operations
Kevin P. Coyle 46 Group Vice President/Finance
Christopher J. Bowick 42 Group Vice President/Technology
Cheryl M. Sprague 45 Group Vice President/Human Resources
Cynthia A. Winning 46 Group Vice President/Marketing
Elizabeth M. Steele 46 Vice President/General Counsel/Secretary
Larry W. Kaschinske 38 Vice President/Controller
Robert E. Cole 65 Director
William E. Frenzel 69 Director
Josef J. Fridman 52 Director
Donald L. Jacobs 59 Director
Robert Kearney 61 Director
James J. Krejci 56 Director
Raphael M. Solot 64 Director
Howard O. Thrall 50 Director
Siim A. Vanaselja 41 Director
Sanford Zisman 58 Director
Robert B. Zoellick 44 Director
</TABLE>

Mr. Glenn R. Jones has served as Chairman of the Board of Directors and Chief
Executive Officer of the General Partner since its formation in 1970, and he was
President from June 1984 until April 1988. Mr. Jones is the sole shareholder,
President and Chairman of the Board of Directors of Jones International, Ltd.
He is also Chairman of the Board of Directors of the subsidiaries of the General
Partner and of certain other affiliates of the General Partner. Mr. Jones has
been involved in the cable television business in various capacities since 1961,
and he is a member of the Board of Directors and of the Executive Committee of
the National Cable Television Association. In addition, Mr. Jones is a member
of the Board of Education Council of the National Alliance of Business. Mr.
Jones is also a founding member of the James Madison Council of the Library of
Congress. Mr. Jones has been the recipient of several awards including: the
Grand Tam Award in 1989, the highest award from the Cable Television
Administration and Marketing Society; the President's Award from the Cable
Television Public Affairs Association in recognition of Jones International's
educational efforts through Mind Extension University (now Knowledge TV); the
Donald G. McGannon Award for the advancement of minorities and women in cable
from the United Church of Christ Office of Communications; the STAR Award from
American Women in Radio and Television, Inc. for exhibition of a commitment to
the issues and concerns of women in television and radio; the Cableforce 2000
Accolade awarded by Women in Cable in recognition of the General Partner's
innovative employee programs; the Most Outstanding Corporate Individual
Achievement Award from the International Distance Learning Conference for his
contributions to distance education; the Golden Plate Award from the American
Academy of Achievement for his advances in distance education; the Man of the
Year named by the Denver chapter of the Achievement Rewards for College
Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's
Hall of Fame.

25
<PAGE>

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

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

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

Mr. Christopher J. Bowick joined the General Partner in September 1991 as
Group Vice President/Technology and Chief Technical Officer. Prior to joining
the General Partner, Mr. Bowick worked for Scientific Atlanta's Transmission
Systems Business Division in various technical management capacities since 1981,
and as Vice President of Engineering since 1989. Mr. Bowick also has served
since 1995 as President of Jones Futurex, Inc., a wholly owned subsidiary of the
General Partner that manufactures and markets data encryption products.

Ms. Cheryl M. Sprague joined the General Partner in November 1997 as Group
Vice President/Human Resources. Prior to November 1997 and since December 1995,
Ms. Sprague served as Director, Human Resources for Westmoreland Coal Company,
where she was responsible for human resources management for said company and
three of its subsidiaries. From October 1993 to December 1995, Ms. Sprague
served as President of Peak Executive Resources, where she provided consulting
services in organizational development and human resources to businesses
experiencing organizational transition. From April 1992 to October 1993, Ms.
Sprague was Vice President, Human Resources for Penrose-St. Francis Healthcare
System, where she was responsible for management of all human resources
activities. Ms. Sprague serves as an adjunct instructor at Regis University and
has earned the professional designation as a Senior Professional in Human
Resources from the Society for Human Resource Management and its affiliate, the
Human Resources Certification Board. Ms. Sprague is a past president of the
Colorado Human Resource Association and was named by that association as the
Colorado Human Resources Administrator of the Year in 1986. Ms. Sprague also
serves as a director on the Area VI Board for the Society for Human Resource
Management.

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

26
<PAGE>

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

Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, 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. Josef J. Fridman was appointed a Director of the General Partner in
February 1998. Mr. Fridman is currently senior vice-president, law and
corporate secretary of BCE Inc., Canada's largest telecommunications company.
Mr. Fridman joined Bell Canada, a wholly owned subsidiary of BCE Inc., in 1969,
and has held increasingly senior positions with Bell Canada and BCE Inc. since
such time. Mr. Fridman has held his current position since January 1991. Mr.
Fridman's directorships include Telesat Canada, TMI Communications, Inc.,
Telebec Itee, BCI Telecom Holding Inc. and BCE Corporate Services Inc. He is a
member of the Quebec Bar Association, the Canadian, American and International
Bar Associations and the Lord Reading Law Society. Mr. Fridman is a governor of
the Quebec Bar Association.

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

Mr. Robert Kearney was appointed a director of the General Partner in July
1997. Mr. Kearney is a retired executive officer of Bell Canada. Prior to his
retirement in December 1993, Mr. Kearney was the President and Chief Executive
Officer of Bell Canada. He served as Chairman of BCE Canadian Telecom Group in
1994 and as Deputy Chairman of BCI Management Limited in 1995. During his
career, Mr. Kearney served in a variety of capacities in the Canadian, American
and International Standards organizations, and he has served on several
corporate, professional and civic boards.

Mr. James J. Krejci is President and CEO of Imagelink Technologies, Inc., a
privately financed company with leading technology in the desktop or personal
computer videoconferencing market. Prior to joining

27
<PAGE>

Imagelink Technologies in July 1996, Mr. Krejci was President of the
International Division of International Gaming Technology, the world's largest
gaming equipment manufacturer, with headquarters in Reno, Nevada. Prior to
joining IGT in May 1994, Mr. Krejci was Group Vice President of Jones
International, Ltd. and was Group Vice President of the General Partner. He also
served as an officer of subsidiaries of Jones International, Ltd. until leaving
the General Partner in May 1994. Mr. Krejci started his career as an electronics
research engineer with the Allen-Bradley Company, then moved to the 3M Company,
General Electric and Becton Dickinson until March 1985 when he joined Jones
International, Ltd. Mr. Krejci has been a director of the General Partner since
August 1987.

Mr. Raphael M. Solot was appointed a Director of the General Partner in
March 1996. Mr. Solot is an attorney and has practiced law for 34 years with an
emphasis on franchise, corporate and partnership law and complex litigation.

Mr. Howard O. Thrall was appointed a Director of the General Partner in
March 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Mr. Thrall is a management and
international marketing consultant, having active assignments with First
National Net, Inc., LEP Technologies, Cheong Kang Associates (Korea), Aero
Investment Alliance, Inc. and Western Real Estate Partners, among others. From
September 1993 through July 1996, Mr. Thrall served as Vice President of Sales,
Asian Region, for World Airways, Inc. headquartered at the Washington Dulles
International Airport. From 1984 until August 1993, Mr. Thrall was with the
McDonnell Douglas Corporation, where he concluded as a Regional Vice President,
Commercial Marketing with the Douglas Aircraft Company subsidiary.

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

Mr. Sanford Zisman was appointed a director of the General Partner in June
1996. Mr. Zisman is a principal in the law firm of Zisman & Ingraham, P.C. of
Denver, Colorado and he has practiced law for 32 years, specializing in the
areas of tax, business and estate planning and probate administration. Mr.
Zisman was a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, serving at various times as Chairman of the Board,
Chairman of the Finance Committee and Chairman of the Strategic Planning
Committee. Since 1982, he has also served on the Board of Directors of Maxim
Series Fund, Inc., a subsidiary of Great-West Life Assurance Company.

Mr. Robert B. Zoellick was appointed a Director of the General Partner in
April 1995. Mr. Zoellick is the John M. Olin Professor at the U.S. Naval
Academy for the 1997-1998 term. From 1993 through 1997, he was an Executive
Vice President at Fannie Mae, a federally chartered and stockholder-owned
corporation that is the largest housing finance investor in the United States.
From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff
of the White House and Assistant to the President. From May 1991 to August
1992, Mr. Zoellick served concurrently as the Under Secretary of State for
Economic and Agricultural Affairs and as Counselor of the Department of State, a
post he assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the
Department of Treasury in a number of capacities, including Counselor to the
Secretary. Mr. Zoellick currently serves on the boards of Alliance Capital and
Said Holdings.

28
<PAGE>

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

The Partnership has no employees; however, various personnel are required
to operate the Systems. Such personnel are employed by the General Partner and,
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 February 16, 1998, 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. 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 the Partnership a 5 percent 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 from time to time also advances funds to the
Partnership and charges interest on the balance payable. The interest rate
charged approximates the General Partner's weighted average cost of borrowing.

TRANSACTIONS WITH AFFILIATES

Knowledge TV, Inc., a company owned 67 percent by Jones Education Group,
Ltd., 7 percent by Mr. Jones and 26 percent by the General Partner, operates the
television network JEC Knowledge TV. JEC Knowledge TV provides programming
related to computers and technology; business, careers and finance; health and
wellness; and global culture and languages. Knowledge TV. Inc. sells its
programming to the Systems.

Jones Computer Network, Ltd., a wholly owned subsidiary of Jones Education
Group, Ltd., a company owned 64 percent by Jones International, Ltd., 16 percent
by the General Partner, 12 percent by BCI and 8 percent by Mr. Jones, operated
the television network Jones Computer Network. This network provided
programming focused primarily on computers and technology. Jones Computer
Network sold its programming to the Systems. Jones Computer Network, Ltd.
terminated its programming in April 1997.

The Great American Country network provides country music video programming
to the cable television systems owned by the Partnership. This network, owned
and operated by Great American Country, Inc., a

29
<PAGE>

subsidiary of Jones International Networks, Ltd., an affiliate of the General
Partner, commenced service in 1996 to the Systems.

Jones Galactic Radio, Inc. is a subsidiary of Jones International Networks,
Ltd., an affiliate of the General Partner. Superaudio, a joint venture between
Jones Galactic Radio, Inc. and an unaffiliated entity, provides audio
programming to the Systems.

The Product Information Network Venture (the "PIN Venture") is a venture
among a subsidiary of Jones International Networks, Ltd., an affiliate of the
General Partner, and two unaffiliated cable system operators. The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials." The PIN
Venture generally makes incentive payments of approximately 60 percent of its
net advertising revenue to the cable systems that carry its programming. The
Partnership's systems carry PIN for all or part of each day. Revenues received
by the Partnership from the PIN Venture relating to the Partnership's Systems
totaled approximately $88,862 for the year ended December 31, 1997.

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

<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------------------------
1997 1996 1995
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
Management fees $1,989,395 $1,864,037 $ 1,711,267
Allocation of expenses 2,213,594 $2,409,849 $ 2,441,916
Interest expense 28,297 273,827 724,127
Amount of advances outstanding 429,811 430,624 4,782,507
Highest amount of advances outstanding 429,811 4,782,507 11,894,092
Programming fees:
Knowledge TV, Inc. 61,405 54,086 46,522
Jones Computer Network, Ltd. 40,501 60,617 54,725
Great American Country 63,014 3,937 0
Superaudio 29,315 12,783 11,303
</TABLE>

30
<PAGE>

PART IV.
--------

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

(a) 1. See index to financial statements for the list of financial
statements and exhibits thereto filed as part of this report.
3. The following exhibits are filed herewith.
4.1 Limited Partnership Agreement for Cable TV Fund 15-A, Ltd. (1)
10.1.1 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Barrington,
Illinois. (1)
10.1.2 Copy of franchise and related documents granting a community
antenna television system franchise for Cook County, Illinois. (2)
10.1.3 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Crete,
Illinois. (3)
10.1.4 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Deer Park,
Illinois. (1)
10.1.5 Copy of franchise and related documents granting a community
antenna television system franchise for the City of Elgin,
Illinois. (1)
10.1.6 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Flossmoor,
Illinois. (3)
10.1.7 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Hawthorn
Woods, Illinois. (7)
10.1.8 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Hazel Crest,
Illinois.
10.1.9 Copy of franchise and related documents granting a community
antenna television system franchise for Hoffman Estates, Illinois.
(2)
10.1.10 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Indian
Creek, Illinois. (1)
10.1.11 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Indian Head
Park, Illinois. (3)
10.1.12 Copy of franchise and related documents granting a community
antenna television system franchise for the County of Kane,
Illinois. (2)
10.1.13 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Kildeer,
Illinois. (7)
10.1.14 Copy of Amendatory Ordinance No. 96-0-732 of the Village of Kildeer
renewing and amending the franchise. (7)

31
<PAGE>

10.1.15 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of La
Grange, Illinois. (3)
10.1.16 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of La
Grange Park, Illinois. (3)
10.1.17 Copy of franchise and related documents granting a community
antenna television system franchise for the County of Lake,
Illinois. (1)
10.1.18 Copy of amendment to franchise agreement dated May 15, 1991.
(3)
10.1.19 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Lake
Barrington, Illinois. (4)
10.1.20 Copy of Resolution 92-R-20 dated 9/8/92. (2)
10.1.21 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Lake
Zurich, Illinois. (7)
10.1.22 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Lansing, Illinois.
10.1.23 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Long
Grove, Illinois. (2)
10.1.24 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Matteson, Illinois.
10.1.25 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Olympia
Fields, Illinois. (3)
10.1.26 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Riverside, Illinois. (3)
10.1.27 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of South
Elgin, Illinois. (1)
10.1.28 Copy of franchise and related documents granting a community
antenna television system franchise for Thornton, Illinois.
(3)
10.1.29 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
University Park, Illinois. (7)
10.1.30 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Vernon
Hills, Illinois. (7)
10.1.31 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Western
Springs, Illinois. (3)
10.2.1 Credit Agreement dated as of November 21, 1994 among Cable TV
Fund 15-A, Ltd. and Shawmut Bank Connecticut, N.A., as agent
for various lenders. (5)
10.2.2 Amendment Agreement dated as of March 28, 1996 to Credit
Agreement dated as of November 21, 1994. (6)

32
<PAGE>

10.2.3 Second Amendment Agreement dated as of December 18, 1997 to
Credit Agreement among Cable TV Fund 15-A, Ltd., Fleet National
Bank, Credit Lyonnais Cayman Island Branch, The Bank of Nova
Scotia, Royal Bank of Canada, Societe Generale and Banque
Paribas.

27 Financial Data Schedule
__________
(1) Incorporated by reference from Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1989.
(2) Incorporated by reference from Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.
(3) Incorporated by reference from the Annual Report on Form 10-K of Jones
Intercable, Inc. (Commission File No. 1-9953) for fiscal year ended
5/31/90.
(4) Incorporated by reference from Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990.
(5) Incorporated by reference from Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
(6) Incorporated by reference from Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.
(7) Incorporated by reference from Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.
(b) Reports on Form 8-K
-------------------

None.

33
<PAGE>

SIGNATURES

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

CABLE TV FUND 15-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 23, 1998 Executive Officer

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

By: /s/ Glenn R. Jones
-------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 23, 1998 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
-------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 23, 1998 (Principal Financial Officer)

By: /s/ Larry Kaschinske
-------------------------------
Larry Kaschinske
Vice President/Controller
Dated: March 23, 1998 (Principal Accounting Officer)

By: /s/ James B. O'Brien
-------------------------------
James B. O'Brien
Dated: March 23, 1998 President and Director

By: /s/ Robert E. Cole
-------------------------------
Robert E. Cole
Dated: March 23, 1998 Director

By: /s/ William E. Frenzel
-------------------------------
William E. Frenzel
Dated: March 23, 1998 Director

34
<PAGE>

By:
------------------------------
Josef J. Fridman
Dated: March 23, 1998 Director

By:
------------------------------
Donald L. Jacobs
Dated: March 23, 1998 Director

By:
------------------------------
Robert Kearney
Dated: March 23, 1998 Director

By: /s/ James J. Krejci
------------------------------
James J. Krejci
Dated: March 23, 1998 Director

By: /s/ Raphael M. Solot
------------------------------
Raphael M. Solot
Dated: March 23, 1998 Director

By: /s/ Howard O. Thrall
------------------------------
Howard O. Thrall
Dated: March 23, 1998 Director

By:
------------------------------
Siim A. Vanaselja
Dated: March 23, 1998 Director

By: /s/ Sanford Zisman
------------------------------
Sanford Zisman
Dated: March 23, 1998 Director

By: /s/ Robert B. Zoellick
------------------------------
Robert B. Zoellick
Dated: March 23, 1998 Director

<PAGE>

EXHIBIT 10.1.8

VILLAGE OF HAZELCREST
CABLE TELEVISION FRANCHISE AGREEMENT

This Agreement is made and executed by and between the Village of
Hazel Crest, Illinois (the "Village") and Cable TV Fund 15-A Ltd., doing
business as Jones Intercable (the "Grantee").

WHEREAS, the President and Board of Trustees of the Village granted a non-
exclusive franchise to construct, own, operate and maintain a cable television
system within the Village (the "Cable System") pursuant to Ordinance No. 4-1982,
dated March 9, 1982, to Centel Cable Television Company of Illinois (the "Prior
Franchise"); and

WHEREAS, Ordinance No. 4-1982 was amended by Ordinance No. 11-1986 dated
May 13, 1986, and Ordinance No. 11-1986 was amended by Ordinance No. 22-1989;
and

WHEREAS, by Ordinance No. 23-1989, the President and the Board of Trustees
of the Village approved a transfer of the Franchise to Jones Intercable, Inc., a
Colorado corporation, adopted by the Board of Trustees of the Village on
September 12, 1989; and

WHEREAS, by Ordinance No. 18-1990, the Village consented to the transfer of
the Prior Franchise and the Cable System to Cable TV Fund 15-A Ltd.; and

WHEREAS, the Grantee has asked the Village to renew the nonexclusive
franchise it holds to provide cable service in the Village; and

1
<PAGE>

for constructing and operating its Cable System in the Village meet the future
cable-related needs and interests of the community, and that Grantee has the
financial, technical, and legal qualifications to support Grantee's proposal;
and

WHEREAS, the Village has determined that, subject to the terms and
conditions set forth herein and the provisions of Hazel Crest Cable Television
Franchise Ordinance No. _________ ("Cable Ordinance"), the grant of a new
nonexclusive franchise to Grantee, to supersede the Prior Franchise, is
consistent with the public interest; and

WHEREAS, the Village and Grantee have reached agreement on the terms and
conditions of such a Franchise Agreement; and

WHEREAS, the Village intends to authorize Grantee's continued operation of
its Cable System following expiration of the Prior Franchise.

NOW THEREFORE, in consideration of the faithful performance and strict
observance by the Grantee of all the terms set forth herein and those provided
for in the Cable Ordinance, pursuant to which this Agreement is executed, and in
consideration of the grant to the Grantee of the Franchise by the Village, the
parties agree as follows:

SECTION 1. GRANT OF FRANCHISE
- -----------------------------

A. The Village hereby grants to the Grantee a non-exclusive Franchise to
construct, operate, and maintain a Cable Communications System within the
public ways of the Village in accordance with the terms and conditions of
this Franchise Agreement and the Cable Ordinance. The Franchise shall
become effective on the date of acceptance by the Grantee in compliance
with this Agreement and with the Cable Ordinance ("Effective

2
<PAGE>

Date"), for a period of ten (10) years. The Franchise shall expire ten (10)
years from the Effective Date of this Franchise Agreement.

B. Grantee hereby accepts the Franchise and agrees to abide by all the
provisions of this Agreement, the Cable Ordinance, and other relevant
regulations of the Village which are hereby incorporated by reference as
though set forth in full.

C. In the event of a conflict in the provisions of this Franchise Agreement
and the Cable Ordinance, or other relevant regulations of the Village, the
provisions of this Franchise Agreement shall control.

D. Grantee hereby agrees that it has negotiated this Franchise in good faith
and with due knowledge of its rights and responsibilities under relevant
local, state, and federal laws.

SECTION 2. INCREASED CHANNEL CAPACITY AND INCREASED TERM
- --------------------------------------------------------

A. If Grantee, pursuant to Section 34 of the Ordinance, makes eighty-five (85)
channels available by no later than thirty-six (36) months from the
Effective Date of this Franchise, then the term of the Franchise shall be
extended for an additional ten years (10), for a total franchise term of
twenty (20) years.

B. If Grantee, pursuant to Section 34 of the Ordinance, makes eighty-five (85)
channels available by no later than forty-eight (48) months from the
Effective Date of this Franchise, then the term of the Franchise shall be
extended for an additional eight (8) years, for a total franchise term of
eighteen (18) years.

C. If Grantee, pursuant to Section 34 of the Ordinance, makes eighty-five (85)
channels available by no later than sixty (60) months from the Effective
Date of this Franchise,

3
<PAGE>

then the term of the Franchise shall be extended for an additional five (5)
years, for a total franchise term of fifteen (15) years.

D. If the Grantee, pursuant to Section 34 of the Ordinance, makes eighty-five
channels available by no later than seventy-two (72) months from the
Effective Date of this Franchise, the term of this Franchise shall remain
at ten (10) years.

E. The Village reserves the right to have an independent engineer or
consultant audit the System to verify the completion of the changes made to
the Cable System.

F. Grantee shall have sixty (60) days to cure any failure to make increased
channel capacity available required in paragraphs A - D. In the event
Grantee cures such failure within this sixty (60) day period, Grantee's
term shall be increased, as if Grantee had met the deadline specified.

SECTION 3. REVOCATION
- ---------------------

This Franchise shall be subject to immediate revocation by the Village, and the
Grantee shall have no right to forfeiture and termination procedures of Section
38 of the Cable Ordinance, if the Grantee has not made the option to receive
eighty-five (85) channels available by the end of seventy-two (72) months from
the Effective Date of this Agreement.

SECTION 4. RETURN PATH
- ----------------------
Within one hundred and twenty (120) days from receipt of a request from the
Village, Grantee shall activate one return path from a location within the
Village, to be agreed to by Grantee and the Village, to Grantee's headend
location ("Return Path"). This Return Path shall allow the Village to
distribute video programming from this designated location over Grantee's
public,

4
<PAGE>

educational, and governmental channel. Grantee shall pay for the full
construction costs for the Return Path in the event that it is economically
reasonable for Grantee to do so. Such economic reasonableness shall be
determined jointly between Grantee and the Village. In the event it is not
economically reasonable for the Grantee to construct the Return Path requested
by the Village, then Grantee and the Village agree to share the cost to
construct the Return Path in accordance with a formula to be negotiated by the
Village and the Grantee. Grantee shall be responsible for all maintenance costs
related to the Return Path. Grantee shall not be responsible for the provision
or maintenance of any end-user electronics to be used with the Return Path. The
Village agrees that all amounts paid by the Grantee for the construction of this
Return Path may be added to the price of basic cable service and collected from
Grantee's subscribers as "external costs," as such term is used in 47 C.F.R.
76.922, as it may from time to time be amended.

SECTION 5. PUBLIC, EDUCATIONAL AND GOVERNMENT ACCESS FACILITIES AND EQUIPMENT
- -----------------------------------------------------------------------------

Grantee shall provide the Village with the public, educational and governmental
access equipment that is agreed to by the Village and Grantee pursuant to
separate agreement.

SECTION 6. INSTITUTIONAL NETWORK
- --------------------------------

Grantee shall not be required to provide the Institutional Network provided for
in Section 34 of the Cable Ordinance.

SECTION 7. FRANCHISE FEES
- -------------------------

5
<PAGE>

court of competent jurisdiction issues a final decision that franchising
authorities can collect on these revenues from cable operators.

SECTION 8. REVISITATION
- ------------------------

It is recognized that technology is rapidly changing and that subsequent to its
initial increase in channel capacity further modifications may be desirable to
incorporate changed technology or services. The Village or Grantee may determine
that a change in the terms of the Franchise is required to meet the needs and
interests of the community, that the System or Franchise requirements should be
updated, changed, or revised, or that additional services should be provided. If
any such change is determined to be economically feasible, the parties will in
good faith review the terms of the proposed change and agree to any necessary
amendment to the Franchise. Any determination of economic feasibility under this
section shall include an evaluation of Grantee's financial condition; economic
waste, if any, that would occur should the terms of the Franchise be changed;
length of term remaining on the Franchise; and rate of return on incremental
investment in the community to be derived from the additional services in which
the community is interested.

SECTION 9. SEPARABILITY
- ------------------------

Should any portion of this Agreement be declared invalid by a court of competent
jurisdiction, such adjudication shall not affect the remaining sections or
provisions, which shall remain in full force and effect.

SECTION 10. ENTIRE AGREEMENT
- ----------------------------

6
<PAGE>

This Agreement constitutes the entire understanding and agreement between the
parties and supersedes any and all previous Agreements between the parties with
respect to the subject matter. This Franchise Agreement shall not be changed,
amended or supplemented except by an agreement in writing signed by both
parties. In the event of a conflict between this Franchise Agreement and the
Cable Ordinance or any other enabling ordinance, law or regulation in effect at
the time of this Agreement or thereafter, the terms and conditions of this
Franchise Agreement shall be controlling. If the Franchise Agreement is silent,
the Cable Ordinance and any applicable federal and state statutes shall govern.
The Village may from time to time amend the Cable Ordinance pursuant to its
lawful police powers; provided, however, such amendments do not serve to
appreciably impair the rights nor increase the obligations of the Grantee
pursuant to this Franchise.

SECTION 11. NO RECOURSE
- -----------------------

A. Except for action seeking equitable relief, Grantee shall have no recourse
whatsoever against the Village for any loss, cost, expense or damage arising
out of any provisions or requirements of this Agreement or because of the
enforcement thereof by the Village, or for the failure of the Village to
have authority to grant all or part of the franchise.

B. Grantee expressly acknowledges that in accepting a Franchise it does so
relying on its own investigation and understanding of the power and
authority of the Village to grant the Franchise.

C. By accepting a Franchise, Grantee acknowledges that it has not been induced
to enter into the franchise by any understanding or promise or other
statement, whether verbal or

7
<PAGE>

written, by or on behalf of the Village or by any other third person
concerning any term or condition of the Franchise not expressed herein.

SECTION 12. EFFECTIVE DATE/ACCEPTANCE BY GRANTEE
- ------------------------------------------------

The Grantee shall have thirty (30) days from the date of adoption of this
Franchise Agreement by the Village to accept this Franchise. Such acceptance by
Grantee shall be deemed the grant of this Franchise for all purposes, and the
Effective Date of the Franchise shall be the Effective Date. The Franchise shall
expire ten (10) years from the acceptance date. In the event acceptance does not
take place within thirty (30) days of adoption or such other time as the Village
might allow, this Franchise shall be null and void.

SECTION 13. NOTICE
- ------------------

Unless expressly or otherwise agreed between the parties, every notice or
response to be served upon the Grantor or Grantee shall be in writing, and shall
be deemed to have been duly given to the required party five (5) business days
after having been posted in a properly sealed and correctly addressed envelope
by certified or registered mail, postage prepaid, at a Post Office or branch
thereof regularly maintained by the U.S. Postal Service.

The notices or responses to the Village shall be addressed as follows:

Village of Hazel Crest
3000 West 170th Place
Hazel Crest, IL 60429
Attn: Village Manager

The notices or responses to the Grantee shall be addressed as follows:

Jones Intercable
4331 West Lincoln Highway
Matteson, Illinois 60443
Attn: General Manager

with a copy to:

Jones Intercable, Inc.
9697 East Mineral Avenue,
P.O. Box 3309
Englewood, Colorado 80155-3309
Attn: Legal Department

8
<PAGE>

IN WITNESS THEREOF, the parties have signed this Agreement on June 24, 1997,
-------
which shall be the effective date of this Agreement.

VILLAGE OF HAZEL CREST: CABLE TV FUND 15-A, LTD.

BY: Its General Partner
Jones Intercable, Inc.

By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ Elizabeth Steele
------------------------- --------------------

Title: President Title: Vice President
------------------------- --------------------

<PAGE>
EXHIBIT 10.1.22

VILLAGE OF LANSING
CABLE TELEVISION FRANCHISE AGREEMENT

This Agreement is made and executed by and between the Village of
Lansing, Cook County, Illinois (the "Village") and Cable TV Fund 15-A Ltd.,
doing business as Jones Intercable (the "Grantee").

WHEREAS, the President and Board of Trustees of the Village adopted
Ordinance No. 658, An Ordinance Enabling the Village of Lansing, Cook County,
Illinois To Enter Into Franchise Agreements With Cable Television Companies; and

WHEREAS, the Village granted a non-exclusive franchise to construct,
own, operate and maintain a cable television system within the Village (the
"Cable System") pursuant to Ordinance No. 665, dated October 6, 1981, to Centel
Cable Television Company of Illinois (the "Prior Franchise"); and

WHEREAS, Ordinance No. 665 was amended by Ordinance No. 85-028 dated
September 3, 1985; and

WHEREAS, by Resolution No. 462, the Board of Trustees of the Village
approved a transfer of the Prior Franchise to Jones Intercable, Inc., a Colorado
corporation, or any limited partnership of which Jones or Jones Spacelink, Ltd.
is a general partner; and

WHEREAS, the Village consented to extend the term of the Prior
Franchise to June 5, 1997; and

WHEREAS, the Grantee has asked the Village to renew the nonexclusive
franchise it holds to provide cable service in the Village; and

1
<PAGE>

WHEREAS, the Village has reviewed Grantee's performance under the
Prior Franchise; has identified the future cable-related needs and interests of
the community; has considered the financial, technical, and legal qualifications
of Grantee; and has determined that Grantee's plans for constructing and
operating its Cable System in the Village meet the future cable-related needs
and interests of the community, and that Grantee has the financial, technical,
and legal qualifications to support Grantee's proposal; and

WHEREAS, the Village has determined that, subject to the terms and
conditions set forth herein and the provisions of Lansing Cable Television
Franchise Ordinance No. _______________ ("Cable Ordinance"), the grant of a new
nonexclusive franchise to Grantee, to supersede the Prior Franchise, is
consistent with the public interest; and

WHEREAS, the Village and Grantee have reached agreement on the terms
and conditions of such a Franchise Agreement; and

WHEREAS, the Village intends to authorize Grantee's continued
operation of its Cable System following expiration of the Prior Franchise.

SECTION 1. GRANT OF FRANCHISE
- -----------------------------

A. The Village hereby grants to the Grantee a non-exclusive Franchise to
construct, operate, and maintain a Cable Communications System within the
public ways of the Village in

2
<PAGE>

accordance with the terms and conditions of this Franchise Agreement and
the Cable Ordinance. The Franchise shall become effective on the date of
acceptance by the Grantee in compliance with this Agreement and with the
Cable Ordinance ("Effective Date"), for a period of ten (10) years. The
Franchise shall expire ten (10) years from the Effective Date of this
Franchise Agreement.

D. Grantee hereby agrees that it has negotiated this Franchise in good faith
and with due knowledge of its rights and responsibilities under relevant
local, state, and federal laws.

SECTION 2. INCREASED CHANNEL CAPACITY AND INCREASED TERM
- --------------------------------------------------------

B. If Grantee, pursuant to Section 34 of the Ordinance, makes eighty-five (85)
channels available by no later than forty-eight (48) months from the
Effective Date of this

3
<PAGE>

Franchise, then the term of the Franchise shall be extended for an
additional eight (8) years, for a total franchise term of eighteen (18)
years.

C. If Grantee, pursuant to Section 34 of the Ordinance, makes eighty-five (85)
channels available by no later than sixty (60) months from the Effective
Date of this Franchise, then the term of the Franchise shall be extended
for an additional five (5) years, for a total franchise term of fifteen
(15) years.

E. The Village reserves the right to have an independent engineer or
consultant audit the System to verify the completion of the changes made to
the Cable System.

SECTION 3. REVOCATION
- ---------------------

SECTION 4. RETURN PATH
- ----------------------

4
<PAGE>

Within one hundred and twenty (120) days from receipt of a request from the
Village, Grantee shall activate one return path from a location within the
Village, to be agreed to by Grantee and the Village, to Grantee's headend
location ("Return Path"). This Return Path shall allow the Village to distribute
video programming from this designated location over Grantee's public,
educational, and governmental channel. Grantee shall pay for the full
construction costs for the Return Path in the event that it is economically
reasonable for Grantee to do so. Such economic reasonableness shall be
determined jointly between Grantee and the Village. In the event it is not
economically reasonable for the Grantee to construct the Return Path requested
by the Village, then Grantee and the Village agree to share the cost to
construct the Return Path in accordance with a formula to be negotiated by the
Village and the Grantee. Grantee shall be responsible for all maintenance costs
related to the Return Path. Grantee shall not be responsible for the provision
or maintenance of any end-user electronics to be used with the Return Path. The
Village agrees that all amounts paid by the Grantee for the construction of this
Return Path may be added to the price of basic cable service and collected from
Grantee's subscribers as "external costs," as such term is used in 47 C.F.R.
76.922, as it may from time to time be amended.

SECTION 5. PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS FACILITIES AND EQUIPMENT
- -------------------------------------------------------------------------------

Grantee shall provide the Village with the public, educational and governmental
access equipment that is agreed to by the Village and Grantee pursuant to
separate agreement.

SECTION 6. INSTITUTIONAL NETWORK
- --------------------------------

Grantee shall not be required to provide the Institutional Network provided for
in Section 34 of the Cable Ordinance.

5
<PAGE>

SECTION 7. FRANCHISE FEES
- -------------------------

Grantee shall not be required to include the franchise fee payments it receives
from cable subscribers as part of its gross revenue calculation, and thus pay on
these revenues as part of its franchise fee payment to the Village, until such
time as all appeals have been exhausted and a court of competent jurisdiction
issues a final decision that franchising authorities can collect on these
revenues from cable operators.

SECTION 8. REVISITATION
- -----------------------

SECTION 9. SEPARABILITY
- -----------------------

<PAGE>

Section 10. ENTIRE AGREEMENT
- ----------------------------

SECTION 11. NO RECOURSE
- -----------------------

A. Except for action seeking equitable relief, Grantee shall have no recourse
whatsoever against the Village for any loss, cost, expense or damage
arising out of any provisions or requirements of this Agreement or because
of the enforcement thereof by the Village, or for the failure of the
Village to have authority to grant all or part of the franchise.

<PAGE>

B. Grantee expressly acknowledges that in accepting a Franchise it does so
relying on its own investigation and understanding of the power and
authority of the Village to grant the Franchise.

C. By accepting a Franchise, Grantee acknowledges that it has not been induced
to enter into the franchise by any understanding or promise or other
statement, whether verbal or written, by or on behalf of the Village or by
any other third person concerning any term or condition of the Franchise
not expressed herein.

SECTION 12. EFFECTIVE DATE/ACCEPTANCE BY GRANTEE
- ------------------------------------------------

SECTION 13. NOTICE
- ------------------

<PAGE>

The notices or responses to the Village shall be addressed as follows:

Village of Lansing
Village Hall
18200 Chicago Avenue
Lansing, IL 60438

Attn: Village Manager

The notices or responses to the Grantee shall be addressed as follows:

Jones Intercable
4331 West Lincoln Highway
Matteson, Illinois 60443

Attn: General Manager

with a copy to:

Jones Intercable, Inc.
9697 East Mineral Avenue,
P.O. Box 3309
Englewood, Colorado 80155-3309

Attn: Legal Department

<PAGE>

IN WITNESS THEREOF, the parties have signed this Agreement on May 20, 1997,
------
which shall be the effective date of this Agreement.

VILLAGE OF LANSING: CABLE TV FUND 15-A, LTD.

By: Its General Partner
Jones Intercable, Inc.

By /s/ [SIGNATURE ILLEGIBLE] By: /s/ [SIGNATURE ILLEGIBLE]
------------------------- -------------------------------
Title: President/Mayor Title: Group Vice President/Operations
------------------------- -------------------------------

<PAGE>
EXHIBIT 10.1.24

VILLAGE OF MATTESON
CABLE TELEVISION FRANCHISE AGREEMENT

This Agreement is made and executed by and between the Village of
Matteson, Cook County, Illinois (the "Village") and Cable TV Fund 15-A Ltd.,
doing business as Jones Intercable (the "Grantee").

WHEREAS, the President and Board of Trustees of the Village adopted
Ordinance No. 1128, Being An Ordinance Amending the Code of Ordinances of the
Village of Matteson, By Adding Chapter 161, Entitled Cable Communications
Franchise Ordinance, which authorized the Village to enter into cable television
franchise agreements with cable television companies; and

WHEREAS, the Village granted a non-exclusive franchise to construct,
own, operate and maintain a cable television system within the Village (the
"Cable System") pursuant to Ordinance No. 1129, dated February 1, 1982, to
Centel Cable Television Company of Illinois (the "Prior Franchise"), which
franchise was amended by Ordinance No. 1409, dated September 18, 1989; and

WHEREAS, pursuant to Ordinance No. 1410, the Village approved a
transfer of the Prior Franchise to Jones Intercable, Inc., a Colorado
corporation; and

WHEREAS, the Village consented to extend the term of the Prior
Franchise to July 7, 1997; and

1
<PAGE>

WHEREAS, the Grantee has asked the Village to renew the nonexclusive
franchise it holds to provide cable service in the Village; and

WHEREAS, the Village has determined that, subject to the terms and
conditions set forth herein and the provisions of Matteson Cable Television
Franchise Ordinance No. 1678 ("Cable Ordinance"), the grant of a new
----
nonexclusive franchise to Grantee, to supersede the Prior Franchise, is
consistent with the public interest; and

WHEREAS, the Village and Grantee have reached agreement on the terms
and conditions of such a Franchise Agreement; and

WHEREAS, the Village intends to authorize Grantee's continued
operation of its Cable System following expiration of the Prior Franchise.

SECTION 1. GRANT OF FRANCHISE
- -----------------------------

<PAGE>

D. Grantee hereby agrees that it has negotiated this Franchise in good faith
and with due knowledge of its rights and responsibilities under relevant
local, state, and federal laws.

SECTION 2. INCREASED CHANNEL CAPACITY AND INCREASED TERM
- --------------------------------------------------------

<PAGE>

E. The Village reserves the right to have an independent engineer or
consultant audit the System to verify the completion of the changes made to
the Cable System.

SECTION 3. REVOCATION
- ---------------------

This Franchise shall be subject to immediate revocation by the Village, and the
Grantee shall have no right to forfeiture and termination procedures of Section
38 of the Cable Ordinance, if

<PAGE>

the Grantee has not made the option to receive eighty-five (85) channels
available by the end of seventy-two (72) months from the Effective Date of this
Agreement.

<PAGE>

SECTION 4. RETURN PATH
- ----------------------

Within one hundred and twenty (120) days from the date the Village relocates its
Village Hall from its current location to its new location (behind the police
department on the north side of 205th street, between Post Avenue and Corporate
Lakes Drive); Grantee shall relocate the existing Return Path to the new Village
Hall location to allow the Village to transmit video programming from the new
Village Hall location over Grantee's cable television system. Grantee shall pay
for the full construction costs for this Return Path. In addition, Grantee shall
be responsible for all maintenance costs related to the Return Path. Grantee
shall not be responsible for the provision or maintenance of any end-user
electronics to be used with the Return Path. The Village agrees that all amounts
paid by the Grantee for the construction of this Return Path may be added to the
price of basic cable service and collected from Grantee's subscribers as
"external costs," as such term is used in 47 C.F.R. 76.922, as it may from time
to time be amended.

SECTION 5. PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS FACILITIES AND EQUIPMENT
- -------------------------------------------------------------------------------

Grantee shall provide the Village with the public, educational and governmental
access equipment that is agreed to by the Village and Grantee pursuant to
separate agreement.

SECTION 6. INSTITUTIONAL NETWORK
- --------------------------------

Grantee shall not be required to provide the Institutional Network provided for
in Section 34 of the Cable Ordinance.

SECTION 7. FRANCHISE FEES
- -------------------------

Grantee shall not be required to include the franchise fee payments it receives
from cable subscribers as part of its gross revenue calculation, and thus pay on
these revenues as part of its

6
<PAGE>

franchise fee payment to the Village, until such time as all appeals have been
exhausted and a court of competent jurisdiction issues a final decision that
franchising authorities can collect on these revenues from cable operators.

SECTION 8. REVISITATION
- -----------------------

SECTION 9. SEPARABILITY
- -----------------------

<PAGE>

SECTION 10. ENTIRE AGREEMENT
- ----------------------------

SECTION 11. NO RECOURSE
- -----------------------

A. Except for action seeking equitable relief, Grantee shall have no recourse
whatsoever against the Village for any loss, cost, expense or damage
arising out of any provisions or requirements of this Agreement or because
of the enforcement thereof by the Village, or for the failure of the
Village to have authority to grant all or part of the franchise.

B. Grantee expressly acknowledges that in accepting a Franchise it does so
relying on its own investigation and understanding of the power and
authority of the Village to grant the Franchise.

<PAGE>

SECTION 12. EFFECTIVE DATE/ACCEPTANCE BY GRANTEE
- ------------------------------------------------

SECTION 13. NOTICE
- ------------------

9
<PAGE>

The notices or responses to the Village shall be addressed as follows:

Village of Matteson
Village Hall
3625 West 215th Street
Matteson, IL 60443

The notices or responses to the Grantee shall be addressed as follows:

Jones Intercable
4331 West Lincoln Highway
Matteson, Illinois 60443
Attn: General Manager

with a copy to:

Jones Intercable, Inc.
9697 East Mineral Avenue,
P.O. Box 3309
Englewood, Colorado 80155-3309
Attn: Legal Department

10
<PAGE>

IN WITNESS THEREOF, the parties have signed this Agreement on
July 21, 1997, which shall be the effective date of this Agreement.
- -------

VILLAGE OF MATTESON: CABLE TV FUND 15-A, LTD.

By: Its General Partner
Jones Intercable, Inc.

By: /s/ Mark W. Stricker By: /s/ Neil R. Sullivan
--------------------- --------------------------
Title: Village President Title: Vice President/Operations
--------------------- --------------------------

ATTEST: ATTEST:

/s/ Patricia Wilson /s/ Nancy L. Mann
- ------------------- -----------------
Village Clerk Asst. Secretary

<PAGE>
EXHIBIT 10.2.3

SECOND AMENDMENT AGREEMENT
--------------------------

SECOND AMENDMENT AGREEMENT (this "AGREEMENT") dated as of December 18, 1997
is by and among (1) Cable TV Fund 15-A, LTD. (the "BORROWER"), (2) Fleet
National Bank, formerly known as Fleet National Bank of Connecticut, ("FLEET"),
Credit Lyonnais Cayman Island Branch, The Bank of Nova Scotia, Royal Bank of
Canada, Societe Generale and Banque Paribas as lenders (collectively, the
"LENDERS" and each individually, a "LENDER"), and (3) Fleet as agent (the
"AGENT") for the Lenders, with respect to a certain Credit Agreement dated as of
November 21, 1994, as amended by a certain Amendment Agreement dated as of March
28, 1996 (as amended, the "CREDIT AGREEMENT") by and among the Borrower, the
Lenders and the Agent.

WITNESSETH:

WHEREAS, the Borrower has requested that the Lenders and the Agent amend
certain provisions of the Credit Agreement; and

WHEREAS, the Lenders and the Agent are willing to amend certain provisions
of the Credit Agreement in accordance with the terms hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

(S)1. DEFINITIONS. Capitalized terms used herein without definition that
-----------
are defined in the Credit Agreement shall have the same meanings herein as
therein.

(S)2. RATIFICATION OF EXISTING AGREEMENTS. All of the Borrower's
-----------------------------------
obligations and liabilities to the Lenders and the Agent as evidenced by or
otherwise arising under the Credit Agreement, the Notes and the other Loan
Documents, are, by the Borrower's execution of this Agreement, ratified and
confirmed in all respects. In addition, by the Borrower's execution of this
Agreement, the Borrower represents and warrants that no counterclaim, right of
set-off or defense of any kind exists or is outstanding with respect to such
obligations and liabilities. The Borrower acknowledges and agrees that this
Agreement shall be included in the definition of Loan Documents under the Credit
Agreement.

(S)3. REPRESENTATIONS AND WARRANTIES. Except as set forth on Schedule A
------------------------------ ----------
attached hereto and made a part hereof, all of the representations and
warranties made by the Borrower in the Credit Agreement, the Notes and the other
Loan Documents are true and correct on the date hereof as if made on and as of
the date hereof, except to the extent that any of such representations and
warranties relate expressly to an earlier date.
<PAGE>

- 2 -

(S)4. AMENDMENTS TO THE CREDIT AGREEMENT.
----------------------------------

(S)4.1. AMENDMENTS TO SECTION 1.1.
-------------------------

(a) The definition of "Commitment Amount" appearing in Section 1.1. of the
Credit Agreement is hereby amended in its entirety to read as follows:

"COMMITMENT AMOUNT" means an amount equal to $85,000,000, as such amount
may be reduced from time to time pursuant to Section 2.2."

(b) The definition of "Commitment Termination Date" appearing in Section
1.1. of the Credit Agreement is hereby amended in its entirety to read as
follows:

"COMMITMENT TERMINATION DATE" means:

(a) the date on which the Commitment Amount is terminated in full or
reduced to zero pursuant to Section 2.2.; and
------------

(b) the date on which any Commitment Termination Event occurs.

Upon the occurrence of an event described in clause (a) or (b), the Commitments
may terminate automatically and without further action."

(c) The definition of "Conversion Date" appearing in Section 1.1 of the
Credit Agreement is hereby deleted in its entirety.

(d) The definition of "Conversion Date Amount" appearing in Section 1.1 of
the Credit Agreement is hereby deleted in its entirety.

(e) The definition of "Hedging Obligations" appearing in Section 1.1 of
the Credit Agreement is hereby deleted in its entirety.

(f) The definition of "Loan" appearing in Section 1.1 of the Credit
Agreement is hereby amended in its entirety to read as follows:

"LOAN" means a Revolving Loan of any type."

(g) The definition of "Loan Document" appearing in Section 1.1 of the
Credit Agreement is hereby amended in its entirety to read as follows:

"LOAN DOCUMENTS" means this Agreement, the Notes, the Security Agreement,
the Subordination Agreement, the Mortgage, the Fee Letter, the Second Fee Letter
and each other agreement, document or instrument delivered in connection with
this Agreement."

(h) The definition of "Note" appearing in Section 1.1 of the Credit
Agreement is hereby amended in its entirety to read as follows:
<PAGE>

- 3 -

"NOTE" means a promissory note of the Borrower payable to the order of any
Lender, in the form of Exhibit A hereto (as such promissory note may be amended,
---------
endorsed or otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Borrower to such Lender resulting from outstanding Revolving
Loans."

(i) The definition of "Stated Maturity Date" appearing in Section 1.1 of
the Credit Agreement is hereby amended in its entirety to read as follows:

"STATED MATURITY DATE" means December 31, 2000."

(j) The definition of "Term Loan" appearing in Section 1.1 of the Credit
Agreement is hereby deleted in its entirety.

(k) The following new definition is hereby added in alphabetical order to
Section 1.1 of the Credit Agreement:

"SECOND FEE LETTER" means that certain fee letter, dated December 18, 1997
from the Borrower to the Agent relating to the payment of fees to the Lenders in
connection with the Second Amendment Agreement by and among the Borrower, the
Lenders and the Agent dated as of December 18, 1997."

(S)4.2. AMENDMENT TO SECTION 3.1. Section 3.1. is hereby amended in
------------------------
its entirety to read as follows:

"Section 3.1. Repayments, Prepayments and Commitment Reductions. On each of
-------------------------------------------------
the dates set forth below (each such date being hereafter referred to as a
"COMMITMENT REDUCTION DATE"), the Commitment Amount shall be automatically
reduced by an amount equal to the amount set forth opposite such Commitment
Reduction Date in such table as follows:
<TABLE>
<CAPTION>

Commitment Commitment Cumulative
- -------------------- ---------------- --------------------
Reduction Date Reduction Amount Commitment Reduction
- -------------------- ---------------- --------------------
<S> <C> <C>
March 31, 2000 $1,275,000 $1,275,000
June 30, 2000 $1,275,000 $2,550,000
September 30, 2000 $1,275,000 $3,825,000
</TABLE>

Upon the occurrence of a Commitment Reduction Date as contemplated by this
(S)3.1, the Commitments of the Lenders shall be reduced pro rata in accordance
--- ----
with their respective Percentages of the amount of such reduction of the
Commitment Amount. If on any Commitment Reduction Date the sum of the aggregate
principal amount of the Revolving Loans outstanding exceeds the Commitment
Amount then in effect, then the Borrower shall immediately pay the amount of
such excess to the Agent for the respective accounts of the Lenders for
application to the Revolving Loans.

The remaining unpaid principal amount of all Revolving Loans shall be
repaid by the Borrower on the Stated Maturity Date.
<PAGE>

- 4 -

Prior to the Stated Maturity Date, the Borrower

(a) may, from time to time on any Business Day, make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of any
Revolving Loans; provided, however, that:
-------- -------

(i) any such prepayment shall be made pro rata among Loans of the
--- ----
same type and, if applicable, having the same Interest Period for all
Lenders;

(ii) no such prepayment of any Fixed Rate Loan may be made on any
day other than the last day of the Interest Period for such Loan unless
the Borrower shall have paid directly to any affected Lender any amounts
required under Section 4.4;
-----------
(iii) all such voluntary prepayments shall require at least three but
no more than five Business Days' prior notice to the Agent in the case of
Fixed Rate Loans, and at least one but no more than five Business Days'
prior notice to the Agent in the case of Base Rate Loans; and

(iv) all such voluntary partial prepayments shall be in an aggregate
minimum amount of $500,000 and an integral multiple of $100,000;

(b) shall, on each date when any reduction in the Commitment Amount shall
become effective, including pursuant to Section 2.2, make a mandatory prepayment
-----------
of all Revolving Loans equal to the excess, if any, of the aggregate outstanding
principal amount of all Revolving Loans over the Commitment Amount as so
reduced; and

(c) shall, immediately upon any acceleration of the Stated Maturity Date of
any Loans pursuant to Section 8.2 or Section 8.3, repay all Loans, unless,
--------------------------
pursuant to Section 8.3, only a portion of all Loans is so accelerated.
-----------

Each prepayment of any Revolving Loans made pursuant to this Section shall
be (i) without premium or penalty and (ii) made together with any amounts
required to be paid under Section 4.4. No voluntary prepayment of principal of
-----------
any Revolving Loans, other than a prepayment made pursuant to Section 2.2, shall
-----------
cause a reduction in the Commitment Amount."

4.3. AMENDMENT TO SECTION 3.2. Section 3.2. of the Credit Agreement is
-------------------------
hereby amended by amended in its entirety to read as follows:

"Section 3.2. Excess Cash Flow Recapture. In addition to any and all
--------------------------
required reductions of the Commitment Amount set forth in Section 3.1 above, the
Commitment Amount shall be reduced on May 1, 2000 in an amount equal to seventy-
five percent (75%) of Excess Cash Flow of the Borrower for the immediately
preceding Fiscal Year. Such reduction shall be applied to automatically reduce,
pro rata, the Commitment Amount as in effect from time to time."

<PAGE>

- 5 -

4.4. AMENDMENT TO SECTION 3.3.3. Section 3.3.3. of the Credit
--------------------------
Agreement is hereby amended in its entirety to read as follows:

"SECTION 3.3.3. Payment Dates. Interest accrued on each Revolving
-------------
Loan shall be payable without duplication:

(a) on the date of any optional or required payment or prepayment, in
whole or in part, of principal outstanding on such Loan;

(b) with respect to Base Rate Loans, on each Quarterly Payment Date
occurring after the Effective Date;

(c) with respect to CD Rate Loans, on the last day of each applicable
Interest Period (and, if such Interest Period shall exceed 90 days, on the
90th day of such Interest Period and each 90th day thereafter during such
Interest Period);

(d) with respect to any LIBO Rate Loans, on the last day of each
applicable Interest Period (and, if such Interest Period shall exceed 3
months, on the last calendar day of the 3rd month of such Interest Period
and the last calendar day of each subsequent 3rd month of such Interest
Period thereafter);

(e) with respect to any Base Rate Loans converted into Fixed Rate Loans
on a day when interest would not otherwise have been payable pursuant to
clause (c), on the date of such conversion; and

(f) on that portion of any Revolving Loans the Stated Maturity Date of
which is accelerated pursuant to Section 8.2 or Section 8.3 immediately
----------- -----------
upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Stated Maturity Date, in connection with any mandatory
reduction of the Commitment Amount or mandatory prepayment hereunder, upon
acceleration or otherwise) shall be payable upon demand."

4.5. NEW SECTION 3.5. Article III of the Credit Agreement is amended by
---------------
adding thereto the following new Section 3.5.:

"SECTION 3.5. Mandatory Commitment Reduction from Material Disposition.
--------------------------------------------------------
The Borrower shall pay to the Agent on behalf of the Lenders one hundred
percent (100%) of the net (after reasonable costs of sale) proceeds (the
"Net Proceeds") from any Material Disposition. Each payment required by this
(S)3.5 shall be due and payable contemporaneously with Borrower's receipt of
all or any portion of any net Proceeds from any such sale. Such Net Proceeds
shall be applied to reduce, pro rata, the Commitment Amount as in effect
--------
from time to time.

<PAGE>

- 6 -

4.6. AMENDMENT TO SECTION 7.1.9. Section 7.1.9. of the Credit
--------------------------
Agreement is hereby deleted in its entirety.

4.7. AMENDMENT TO SECTION 7.2.4(a). Section 7.2.4.(a) of the Credit
-----------------------------
Agreement is hereby amended in its entirety to read as follows:

"(a) its Leverage Ratio at any time during the periods set forth below to
be greater than the ratio set forth opposite such periods:

Period Maximum Leverage Ratio
- ----- ----------------------
Effective Date - 12/30/97 5.50:1
12/31/97 - 6/30/99 5.00:1
7/1/99 - 6/30/00 4.50:1
7/1/00 and thereafter 4.00:1"

4.8. AMENDMENT TO SECTION 7.2.7. Section 7.2.7. of the Credit
---------------------------
Agreement is hereby amended in its entirety to read as follows:

"SECTION 7.2.7. MANAGEMENT FEES, ALLOCATED OVERHEAD AND GENERAL PARTNER
-------------------------------------------------------
ADVANCES. The Borrower will not, and will not permit any of its Subsidiaries to,
- --------
pay any amounts with respect to (a) prior to January 1, 2000, Management Fees,
Allocated Expenses or General Partner Advances, if either before or after giving
effect to such payments, a Default shall have occurred and be continuing, or if
such payments violate the terms of any Subordination Agreement and (b) during
the period beginning on January 1, 2000 and continuing until all of the
Obligations are paid in full, Management Fees, Allocated Overhead or General
Partner Advances; provided, that, notwithstanding the foregoing, from and after
--------
the January 1, 2000, the Borrower may repay General Partner Advances of the type
described in clause (iii) of the definition of General Partner Advances,
together with interest thereon, so long as either before or after giving effect
to any such payments, no Default shall have occurred and be continuing, and so
long as such payment does not violate the terms of any Subordination Agreement.
All such amounts may be accrued and paid by the Borrower to the Person to which
they are owed upon the payment in full by the Borrower of all of the
Obligations."

4.9. AMENDMENT TO SECTION 10.11.1. Section 10.11.1. of the Credit
----------------------------
Agreement is hereby amended by deleting the number "$90,000,000" from the tenth
and twelfth lines thereof and substituting "$85,000,000" therefore and deleting
the number "$20,000,000" appearing in the tenth line thereof and substituting
"$18,000,000" therefor.

(S)5. CONDITIONS PRECEDENT. The effectiveness of the amendments
--------------------
contemplated hereby shall be subject to the satisfaction on or before the date
hereof of each of the following conditions precedent:
<PAGE>

- 7 -

(a) All of the representations and warranties made by the Borrower
herein, whether directly or incorporated by reference, shall be true and correct
on the date hereof, except as provided in (S)3 hereof.

(b) The Borrower shall have performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it prior to or at the time hereof, and there shall exist no
Event of Default or condition which, with either or both the giving of notice of
the lapse of time, would result in an Event of Default upon the execution and
delivery of this Agreement.

(c) All requisite corporate action necessary for the valid execution,
delivery and performance by the Borrower of this Agreement and all other
instruments and documents delivered by the Borrower in connection therewith
shall have been duly and effectively taken.

(d) The parties hereto shall have executed and delivered this
Agreement in form and substance satisfactory to the Agent and Lenders.

(e) All proceedings in connection with the transactions contemplated
by this Agreement shall be satisfactory in substance and form to the Agent and
Lenders and the Agent shall have received all information and such counterpart
originals or certified or other copies of such documents as it may request.

(f) The Borrower shall have paid all reasonable fees and expenses
incurred by the Agent and Lenders in connection with this Agreement, the Credit
Agreement or the other Loan Documents on or prior to the date hereof.

(g) The Agent shall have received from counsel to the Borrower, a
favorable opinion addressed to the Agent and Lenders and dated the date hereof
in form and substance satisfactory to the Agent and Lenders.

(h) The Agent shall have received the results of UCC searches with
respect to the Collateral (as defined in the Security Agreement) indicating no
other liens other than liens already permitted under the Credit Agreement and
otherwise in form and substance satisfactory to the Agent.

(i) The Borrower shall have paid to the Agent, for the accounts of the
Lenders in accordance with their respective Percentages, in immediately
available funds, a non-refundable amendment fee in an amount equal to $212,500.

(j) The Borrower shall have paid to the Agent, for the accounts of the
Lenders, an amount equal to $7,000,000 to be applied to reduce the outstanding
principal amount of the Loans.

<PAGE>

- 8 -

(S)6. MISCELLANEOUS PROVISIONS.
-------------------------

(a) Except as otherwise expressly provided by this Agreement, all of
the respective terms, conditions and provisions of the Credit Agreement, the
Notes and the other Loan Documents shall remain the same. It is declared and
agreed by each of the parties hereto that the Credit Agreement, the Notes and
the other Loan Documents, each as amended hereby, shall continue in full force
and effect, and that this Agreement and the Credit Agreement, the Notes and the
other Loan Documents, as applicable, shall be read and construed as one
instrument.

(b) This Agreement is intended to take effect under, and shall be
construed according to and governed by, the laws of the State of Connecticut.

(c) This Agreement may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In making
proof of this Agreement it shall not be necessary to produce or account for more
than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
<PAGE>

- 9 -

IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed in its name and behalf by its duly authorized officer as of the
date first written above.

CABLE TV FUND 15-A, LTD.

By: Jones Intercable, Inc.,
Its General Partner

By: /s/ J. Roy Pottle
-----------------
Name: J. Roy Pottle
Title: VP/Treasurer

Address: 9697 East Mineral Avenue
Englewood, CO 80112
Facsimile: 303-790-7324

Percentage FLEET NATIONAL BANK (formerly known as
Fleet National Bank of Connecticut)
33.333333334% Individually and as Agent

By:
--------------------
Name:
Title:
Address: 1185 Avenue of the Americas
16th Floor
New York, NY 10036
Facsimile: 212-819-6202

Percentage CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
16.666666667%
By: --------------------
Name:
Title:

Address: c/o Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
Facsimile: (212) 261-3288
<PAGE>

- 10 -

IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed in its name and behalf by its duly authorized officer as of the
date first written above.

CABLE TV FUND 15-A, LTD.

By: Jones Intercable, Inc.,
Its General Partner

By:
-----------------------
Name
Title:
Address: 9697 East Mineral Avenue
Englewood, CO 80112
Facsimile: 303-790-7324

Percentage FLEET NATIONAL BANK (formerly known as
Fleet National Bank of Connecticut)
33.333333334% Individually and as Agent

By: /s/ Michael A. Cerullo
------------------------
Name: MICHAEL A. CERULLO
Title: VICE PRESIDENT
Address: 1185 Avenue of the Americas
16th Floor
New York, NY 10036
Facsimile: 212-819-6202

Percentage CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
16.666666667%
By:
------------------------
Name:
Title:
Address: c/o Credit Lyonnais New York
Branch
1301 Avenue of the Americas
New York, NY 10019
Facsimile: (212) 261-3288
<PAGE>

- 11 -

IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed in its name and behalf by its duly authorized officer
as of the date first written above.

CABLE TV FUND 15-A, LTD.

By: Jones Intercable, Inc.,
Its General Partner

By:
--------------------------
Name:
Title:
Address: 9697 East Mineral Avenue
Englewood, CO 80112
Facsimile: 303-790-7324

Percentage FLEET NATIONAL BANK (formerly known as
Fleet National Bank of Connecticut)
33.333333334% Individually and as Agent

By:
---------------------------
Name:
Title:
Address: 1185 Avenue of the Americas
16th Floor
New York, NY 10036
Facsimile: 212-819-6202

Percentage CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
16.666666667%
By: /s/ John P. Judge
--------------------------
Name: John Judge
Title: Vice President
Address: c/o Credit Lyonnais New York
Branch
1301 Avenue of the Americas
New York, NY 10019
Facsimile: (212) 261-3288

<PAGE>

- 12 -

Percentage THE BANK OF NOVA SCOTIA

11.1111111106%

By: /s/ Margot. C. Bright
----------------------------
Name: Margot C. Bright
Title: Authorized Signatory
Address: 1 Liberty Plaza, 26th Floor
New York, New York 10006
Facsimile: 212-225-5090

Percentage ROYAL BANK OF CANADA

16.666666667%

By:
----------------------------
Name:
Title:
Address: Media Industries Group
Corporate Banking
Financial Square
New York, New York 10005-3531
Facsimile: 212-428-6460

Percentage SOCIETE GENERALE

11.1111111106%
By:
----------------------------
Name:
Title:
Address: 1221 Avenue of the Americas
New York, New York 10020
Facsimile: 212-278-6240

Percentage BANQUE PARIBAS

11.1111111106%
By:
----------------------------
Name:
Title:
Address: 2029 Century Park East
Suite 3900
Los Angeles, California 90067
Facsimile: 310-556-8759
<PAGE>

- 13 -

Percentage THE BANK OF NOVA SCOTIA

11.1111111106%
By:
---------------------------
Name:
Title:
Address: 1 Liberty Plaza, 26th Floor
New York, New York 10006
Facsimile: 212-225-5090

Percentage ROYAL BANK OF CANADA

16.666666667%
By: /s/ Cynthia K. Wong
---------------------------
Name: Cynthia K. Wong
Title: Manager
Address: Media Industries Group
Corporate Banking
Financial Square
New York, New York 10005-3531
Facsimile: 212-428-6460

Percentage SOCIETE GENERALE

11-1111111106%
By:
---------------------------
Name:
Title:
Address: 1221 Avenue of the Americas
New York, New York 10020
Facsimile: 212-278-6240

Percentage BANQUE PARIBAS

11-1111111106%
By:
---------------------------
Name:
Title:
Address: 2029 Century Park East
Suite 3900
Los Angeles, California 90067
Facsimile: 310-556-8759
<PAGE>

- 14 -

Percentage THE BANK OF NOVA SCOTIA

11.1111111106%
By:
--------------------------
Name:
Title:
Address: 1 Liberty Plaza, 26th Floor
New York, New York 10006
Facsimile: 212-225-5090

Percentage ROYAL BANK OF CANADA

16.666666667%
By:
--------------------------
Name:
Title:
Address: Media Industries Group
Corporate Banking
Financial Square
New York, New York 10005-3531
Facsimile: 212-428-6460

Percentage SOCIETE GENERALE

11.1111111106%
By: /s/ Mark Vigil
--------------------------
Name: Mark Vigil
Title: Vice President
Address: 1221 Avenue of the Americas
New York, New York 10020
Facsimile: 212-278-6240

Percentage BANQUE PARIBAS

11.1111111106%
By:
--------------------------
Name:
Title:
Address: 2029 Century Park East
Suite 3900
Los Angeles, California 90067
Facsimile: 310-556-8759
<PAGE>

- 15 -

Percentage THE BANK OF NOVA SCOTIA

11.1111111106%

By:
----------------------------------------
Name:
Title:
Address: 1 Liberty Plaza, 26th Floor
New York, New York 10006
Facsimile: 212-225-5090

Percentage ROYAL BANK OF CANADA

16.666666667%

By:
----------------------------------------
Name:
Title:
Address: Media Industries Group
Corporate Banking
Financial Square
New York, New York 10005-3531
Facsimile: 212-428-6460

Percentage SOCIETE GENERALE

11.1111111106%
By:
----------------------------------------
Name:
Title:
Address: 1221 Avenue of the Americas
New York, New York 10020
Facsimile: 212-278-6240

Percentage BANQUE PARIBAS

11.1111111106%

By: /s/ Harry N.L. Collyns/David J. Pastre
----------------------------------------
Name: Harry N.L. Collyns/David J. Pastre
Title: Vice President/ Vice President
Address: 2029 Century Park East
Suite 3900
Los Angeles, California 90067
Facsimile: 310-556-8759
<PAGE>

- 16 -

The undersigned acknowledges and accepts
the foregoing and ratifies and confirms
in all respects its obligations under
the Subordination Agreement:

JONES INTERCABLE, INC.

By: /s/ [SIGNATURE ILLEGIBLE]
-------------------------

Its: VP/Treasurer

<PAGE>
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 771,309
<SECURITIES> 0
<RECEIVABLES> 351,275
<ALLOWANCES> (123,823)
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<BONDS> 83,284,060
0
0
<COMMON> 0
<OTHER-SE> (29,556,824)
<TOTAL-LIABILITY-AND-EQUITY> 56,053,938
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<TOTAL-REVENUES> 39,787,908
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<EPS-PRIMARY> (23.07)
<EPS-DILUTED> (23.07)

</TABLE>