JONES PROGRAMMING PARTNERS 2-A LTD, 10-K, 1997-03-28

JONES PROGRAMMING PARTNERS 2-A LTD
10-K, 1997-03-28
MOTION PICTURE & VIDEO TAPE PRODUCTION

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<PAGE>

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

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______ to ______

Commission file number: 0-20944

JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-1088819
-------- ----------
(State of Organization) (IRS Employer Identification No.)

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

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

Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes x No
- -

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. _____

DOCUMENTS INCORPORATED BY REFERENCE: None

<PAGE>

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

PART I.
------

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

Jones Programming Partners 2-A, Ltd. (the "Partnership") is a Colorado
limited partnership that was formed in March 1992 pursuant to the public
offering of limited partnership interests in the Jones Programming Partners
Limited Partnership Program. Jones Entertainment Group, Ltd., a Colorado
corporation engaged in the development, production, acquistion and distribution
of its original entertainment programming, is the general partner of the
Partnership (the "General Partner"). The Partnership was formed to acquire,
develop, produce and distribute original programming to be owned by the
Partnership. The Partnership generates revenues from the licensing of its
Programming. The General Partner's principal responsibilities to the
Partnership are the acquisition of programming projects for the Partnership,
negotiation of production and distribution agreements for Partnership
programming, reviewing budgets, monitoring expenditure of Partnership funds,
administering production and distribution agreements, and accounting and
reporting to the limited partners. The General Partner charges the Partnership
for direct costs incurred on the Partnership's behalf. See further discussion
of such costs charged to the Partnership by the General Partner in Item 8,
Financial Statements, Note 4. During 1996, the Partnership had two programming
projects: "Charlton Heston Presents: The Bible," and "The Whipping Boy." It is
not anticipated that the Partnership will invest in any additional programming,
but instead will focus on the distribution of its existing programming.
Following is a description of these programming projects.

Charlton Heston Presents: The Bible
- -----------------------------------

In May 1992, the General Partner, on behalf of the Partnership,
entered into an agreement with Agamemnon Films, an unaffiliated party, to
produce four one-hour programs for television, entitled "Charlton Heston
Presents: The Bible" (the "Bible Programs"). The production costs of the Bible
Programs were approximately $2,370,000, which included a $240,000 production and
overhead fee paid to the General Partner. In return for agreeing to fund these
production costs, the Partnership acquired all rights to the Bible Programs in
all markets and in all media in perpetuity. The Partnership subsequently
assigned half of its ownership of the Bible Programs to an unaffiliated party
for an investment of $1,000,000 toward the production costs for the Bible
Programs. After consideration of the reimbursement, the Partnership's total
investment in the Bible Programs is $1,369,764 and its net investment, after
consideration of amortization, was $186,904 as of December 31, 1996. From
inception to December 31, 1996, the Partnership has recognized $1,295,326 of
revenue from this film, of which $531,621 was retained by the distributors of
the film for their fees and marketing costs and $710,444 was received by the
Partnership as of December 31, 1996. The remaining $53,261 was received by the
Partnership in March 1997. The Partnership plans to recover its remaining
investment in this film from net revenues generated from domestic and
international home video markets.

The Whipping Boy
- ----------------

In August 1993, the Partnership acquired the rights to the Newbury
Award-winning book, "The Whipping Boy." "The Whipping Boy" was produced as a
two-hour telefilm which premiered in the North American television market on The
Disney Channel. The film's final cost was approximately $4,100,000. As of
December 31, 1996, the Partnership had invested $2,661,487 in the film, which
included a $468,000 production and overhead fee paid to the General Partner.
The film was co-produced by the General Partner and Gemini Films, a German
company. The completed picture was delivered to The Disney Channel in the
second quarter of

2
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1994. From inception to December 31, 1996, the Partnership has recognized
$2,241,441 of gross revenue from this film, of which $2,100,000 represents the
initial license fee from The Disney Channel that was used to finance the film's
production. Of the remaining $141,441, $8,325 has been retained by the
distributors of the film for their fees and marketing costs and $110,287 has
been received by the Partnership as of December 31, 1996. The remaining $22,829
was received in the first quarter of 1997.

During the fourth quarter of 1996, the General Partner reassessed the
anticipated total gross revenue remaining from the distribution of "The Whipping
Boy" in available international and domestic television and home video markets.
Based on revised estimated television and home video sales projections provided
by an independent consultant, a reduction was made to the Partnership's estimate
of total gross revenue to be recognized from the future distribution of the
film. Accordingly, based on the reduced revenue projections for the film, a
determination was made by the General Partner that the Partnership's net
investment in "The Whipping Boy" of $952,731 exceeded the film's estimated net
realizable value of approximately $375,000 as of December 31, 1996. As a
result, a loss from write-down of film production cost of $575,000 was incurred
to reduce the unamortized cost of the film to its estimated net realizable value
as of December 31, 1996. The film's estimated net realizable value was
calculated based on an estimate of anticipated revenues remaining over the life
of the film from international and domestic television and home video
distribution, net of estimated distribution fees and costs, as of December 31,
1996. These revenue projections were estimated based on the film's prior
distribution history, the remaining international and domestic territories
available to the film for future television and home video distribution, and the
General Partner's and the independent consultant's previous distribution
experience with other films. The Partnership's net investment in the film,
after consideration of amortization and the write-down discussed above, was
$377,731 as of December 31, 1996. The Partnership plans to recover its
remaining investment in this film from net revenues generated from domestic and
international home video and television markets.

The General Partner, on behalf of the Partnership, continues to seek
additional licensing agreements for the distribution of the Partnership's filmed
entertainment. The Partnership will seek to recover its investment in filmed
entertainment by relicensing its assets through international sales, domestic
cable or syndication, home video and ancillary markets. See further discussion
of the Partnership's distribution efforts concerning its film projects in Item
7, Management's Discussion and Analysis of Financial Condition and Results of
Operations.

The Partnership has encountered and will continue to encounter intense
competition in connection with its attempts to distribute its programming.
There is competition within the television programming industry for exhibition
time on cable television networks, broadcast networks and independent television
stations. In most cases, potential customers of the Partnership's programming
also produce their own competitive programs. In recent years, the number of
television production companies and the volume of programming being distributed
have increased, thereby intensifying this competition. Acceptance of the
programming in certain distribution media may be limited and the programming
will compete with other types of television programming in all domestic and
international distribution media and markets. The success of programming is
also dependent in part on public taste, which is unpredictable and susceptible
to change. In international markets, the Partnership will encounter additional
risks, such as foreign currency rate fluctuations, compliance and regulatory
requirements, differences in tax laws, and economic and political environments.
Profitability of the Partnership will depend largely on the programming's
acceptance in various domestic and international television markets, on the
level of distribution of the programming in such markets and the license fees
and library values generated thereby, which are outside the control of the
Partnership.

Future distribution revenues from the Partnership's programming will
rely heavily on the existence and size of remaining distribution markets and
media, if any, that have not been exploited by the Partnership in its previous
distribution efforts in the domestic and international theatrical, home video,
television, and ancillary markets. There can be no assurance that the
distribution efforts made by the Partnership, the General Partner or
unaffiliated parties on behalf of the Partnership for the programming will be
sufficient to recover the Partnership's investment or produce profits for the
Partnership.

3
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ITEM 2. PROPERTIES
-------------------

See Item 1.

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 such a market will
develop in the future. As of February 15, 1997, the number of equity security
holders in the Partnership was 545.

ITEM 6. SELECTED FINANCIAL DATA
-------------------------------
<TABLE>
<CAPTION>

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

Gross Revenues $ 329,875 $ 324,489 $2,673,557 $ 612,042
Costs of Filmed Entertainment 281,451 303,817 2,123,180 534,611
Distribution Fees and Expenses 105,707 159,045 285,043 594,557
Loss on Write-down of Film Production 575,000 - - -
Operating, General and Administrative
Expenses 31,701 19,296 23,135 6,999
Operating Income (Loss) (663,984) (157,669) 242,199 (524,125)
Net Income (Loss) (575,789) (220,238) 247,629 (485,458)
Net Income ( Loss) per Limited
Partnership Unit (50.76) (19.42) 21.83 (44.08)
Weighted Average Number of Limited
Partnership Units Outstanding 11,229 11,229 11,229 10,903
General Partner's Deficit (33,479) (22,050) (14,177) (10,982)
Limited Partners' Capital 1,410,494 2,541,978 3,321,467 3,640,300
Total Assets 1,555,607 2,670,155 3,456,501 5,389,794
Debt - - - -
General Partner Advances 29,106 2,446 - 168,028
</TABLE>

4
<PAGE>

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

The following discussion of the Partnership's financial condition and
results of operations contains, in addition to historical information, forward-
looking statements that are based upon certain assumptions and are subject to a
number of risks and uncertainties. The Partnership's actual results may differ
significantly from the results predicted in such forward-looking statements.

Results of Operations
---------------------

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

Revenues of the Partnership increased $5,386, from $324,489 in 1995 to $329,875
in 1996. This increase in revenues was primarily related to a $117,579 increase
in the domestic home video and non-theatrical sales of "The Whipping Boy," from
$11,931 in 1995 to $129,510 in 1996. This increase was partially offset by a
decrease in sales of "Charlton Heston Presents: The Bible" (the "Bible
Programs"), which totaled $200,366 in 1996 as compared to $312,559 in 1995.

Filmed entertainment costs decreased $22,366, from $303,817 in 1995 to $281,451
in 1996. This decrease was due primarily to the result of the decrease in film
revenues from the "Bible Programs" as discussed above. Filmed entertainment
costs are amortized over the life of each film in the ratio that current gross
revenues bear to anticipated total gross revenues.

Distribution fees and expenses decreased $53,338, from $159,045 in 1995 to
$105,707 in 1996. This decrease was the result of decreased home video sales of
the "Bible Programs" under the Partnership's distribution agreement with J/G
Distribution Company, an affiliate of the General Partner. Distribution fees
and expenses relate to the compensation due and costs incurred by unaffiliated
parties in selling the Partnership's programming in the domestic and
international markets. The timing and amount of distribution fees and expenses
vary depending upon the individual market in which programming is distributed.

Loss on write-down of film production increased $575,000 from 1995 to 1996.
This increase was the result of a write-down of the Partnership's net investment
in "The Whipping Boy" to the film's net realizable value of approximately
$375,000 as of December 31, 1996.

Operating, general and administrative expenses increased $12,405, from $19,296
in 1995 as compared to $31,701 in 1996. This increase was due primarily to an
increase in audit fees resulting from a distribution audit performed on behalf
of the Partnership's films as well as increased direct costs allocable to the
operations of the Partnership that were charged to the Partnership by the
General Partner in 1996 as compared to 1995.

Loss on sale of film production decreased $122,860 from 1995 to 1996. This
decrease was the result of the sale of the film "Household Saints" to the
General Partner on June 30, 1995. The loss resulted from the Partnership's
recognition in 1995 of imputed interest on two non-interest bearing promissory
notes received from the General Partner as part of the sale agreement. No such
sales of Partnership film productions occurred in 1996.

Interest income increased $27,904, from $60,291 in 1995 as compared to $88,195
in 1996. This increase was due primarily to $65,528 in interest income
recognized during 1996 related to the amortization of the discount on the
promissory notes receivable from the General Partner due to the Partnership's
June 1995 sale of the film "Household Saints" to the General Partner as compared
to $43,125 in interest income recognized during 1995 related to the promissory
notes receivable. This increase was also partially attributable to higher
levels of invested cash balances existing during 1996 as compared to 1995.

5
<PAGE>

The Partnership incurred net loss of $575,789 in 1996 as compared to net loss of
$220,238 in 1995. This increase in net loss was primarily the result of the
loss on write-down of film production recognized in 1996 relating to "The
Whipping Boy" and an increase in operating, general and administrative expenses
in 1996 as compared to 1995, which were partially offset by an increase in the
Partnership's film gross margin of $81,090 during 1996 as compared to 1995 and
an increase in interest income recognized from amortization of the discount on
the promissory notes receivable from the General Partner.

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

Revenues of the Partnership decreased $2,349,068, from $2,673,557 in 1994 to
$324,489 in 1995. This decrease was mainly due to the recognition of a
$2,100,000 license fee received by the Partnership for "The Whipping Boy" in
1994 as compared to revenues from the film in 1995 of $11,931. In addition,
revenues from "Charlton Heston Presents: The Bible" and "Household Saints"
decreased $219,844 and $41,155, respectively, from 1994 to 1995.

Filmed entertainment costs decreased $1,819,363, from $2,123,180 in 1994 to
$303,817 in 1995. This decrease resulted primarily from the overall decrease in
film revenues as discussed above. Filmed entertainment costs are amortized over
the life of the film in the ratio that current gross revenues bear to
anticipated total gross revenues.

Distribution fees and expenses decreased $125,998, from $285,043 in 1994 to
$159,045 in 1995. This decrease was the result of the decreased sales of the
Partnership's programming in 1995 as discussed above. Distribution fees and
expenses relate to the compensation due and cost incurred by distributors in
selling the Partnership's programming in the domestic and international markets.

Loss on sale of film production increased $122,860 from 1994 to 1995. This
increase was the result of the sale of "Household Saints" to the General Partner
on June 30, 1995. The loss resulted from the Partnership's recognition of
imputed interest on two non-interest-bearing promissory notes received from the
General Partner as part of the sale agreement.

Interest income increased $54,861, from $5,430 in 1994 to $60,291 in 1995. This
increase in interest income was primarily the result of $43,125 in interest
income recognized during 1995 relating to the amortization of the discount on
the two promissory notes received from the General Partner as part of the
"Household Saints" sale agreement. In addition, higher average levels of
invested cash balances existing during 1995 as compared to 1994 also contributed
to the increase in interest income.

The Partnership incurred net loss of $220,238 in 1995 as compared to net income
of $247,629 in 1994. This decrease was primarily the result of the overall
decrease in film gross margin of $403,707 during 1995 as compared to 1994. In
addition, the $122,860 loss on sale of film production recognized during 1995,
which was partially offset by an increase in interest income recognized from
amortization of the discount on the two promissory notes received as part of the
"Household Saint" sale, also contributed to the net loss incurred in 1995.

Financial Condition
-------------------

Liquidity and Capital Resources
- -------------------------------

The Partnership's principal sources of liquidity are cash on hand, amounts to be
received from the General Partner in payment of the promissory notes discussed
below and amounts received from the domestic and international distribution of
its programming. As of December 31, 1996, the Partnership had $537,638 in cash.
It is not anticipated that the Partnership will invest in any additional
programming projects, but instead will focus on the distribution of its existing
programming projects. The Partnership had outstanding amounts receivable
totaling $76,090 as of December 31, 1996. These amounts were received by the
Partnership in the first quarter of 1997.

6
<PAGE>

On June 30, 1995, the Partnership sold its interest in the film "Household
Saints" to the General Partner for $1,389,166. The purchase price was paid
$500,000 in cash at closing, $500,000 in the form of a non-interest bearing
promissory note which was paid in full on June 30, 1996 and $389,166 in the form
of a non-interest bearing promissory note payable on June 30, 1997. The sale
proceeds from "Household Saints" will contribute to the liquidity and capital
resources of the Partnership, helping to enable the Partnership to fund its
operating needs and distributions to the limited partners through 1997.

For the year ending December 31, 1996, the Partnership declared distributions to
partners totaling $567,124, of which $141,781 was paid in May 1996, $141,781 in
August 1996 and $141,781 in November 1996, with the remaining $141,781 paid in
February 1997. These distributions were made using cash on hand, interest
income, proceeds received from the sale of "Household Saints" and cash provided
by operating activities. Distributions are expected to continue through 1997,
although no determination has been made regarding any specific level of
distributions.

The General Partner believes that the Partnership has, and will continue to
have, sufficient liquidity to fund its operations and to meet its obligations.
Cash flow from operating activities will be generated primarily from the
Partnership's programming projects as follows:

"Charlton Heston Presents: The Bible"
------------------------------------

In 1992, the General Partner, on behalf of the Partnership, entered into an
agreement with Agamemnon Films, an unaffiliated party, to produce four one-hour
programs for television, entitled "Charlton Heston Presents: The Bible" (the
"Bible Programs") for Arts and Entertainment Network ("A&E"). The production
costs of the Bible Programs were approximately $2,370,000, which included a
$240,000 production and overhead fee to the General Partner. In return for
agreeing to fund these production costs, the Partnership acquired all rights to
the Bible Programs in all markets and in all media in perpetuity.

In order to reduce the Partnership's financial exposure, the General Partner, on
behalf of the Partnership, assigned one-half of the Partnership's interest in
the Bible Programs to GoodTimes Home Video Corporation ("GoodTimes"), an
unaffiliated entity directly involved in the specialty home video and
international television distribution business, for an investment by GoodTimes
of $1,000,000. The Partnership and GoodTimes funded Jones Documentary Film
Corporation ("JDFC"), which in turn contracted with Agamemnon Films for the
production of the Bible Programs. JDFC was formed to insulate the Partnership
and GoodTimes from certain risks and potential liabilities associated with the
production of programming in foreign countries because the Bible Programs were
filmed on location in the Holy Lands.

The Partnership and JDFC granted the General Partner the exclusive rights to
distribute the Bible Programs. To accomplish this, the General Partner, on its
own behalf, and GoodTimes entered into an agreement to form J/G Distribution
Company to distribute the Bible Programs. J/G Distribution Company was formed
in June 1992 and the Partnership granted it the sole and exclusive right to
exhibit and distribute, and to license others to exhibit and distribute, the
Bible Programs in all markets, all languages, and all media in perpetuity. J/G
Distribution Company holds the copyright for the benefit of the Partnership (50
percent interest) and GoodTimes (50 percent interest). J/G Distribution Company
is currently distributing the Bible Programs in the retail home video market.
As of December 31, 1996, gross sales made by J/G Distribution Company totaled
$2,090,484, of which $1,045,242 has been retained by J/G Distribution Company
for its fees and marketing costs, with the remaining $1,045,242 belonging 50
percent to the Partnership and 50 percent to Goodtimes. Additionally, $250,000
was received directly by the Partnership as its share of the initial license fee
from A&E. As of December 31, 1996, the Partnership had received both $469,360
due from J/G Distribution and the $250,000 from A&E. The remaining $53,261 due
from J/G Distribution was received in March 1997.

7
<PAGE>

No Partnership funds were utilized in the production of the CD-ROM version;
however, after production costs, distribution fees and costs associated with
distribution are recovered, five percent of net revenues (as defined in the
agreement) will flow to the Partnership. Revenue proceeds to be received by the
Partnership under this agreement, if any, are not anticipated to be significant.
The production was done on two separate discs, one for the New Testament, which
was completed in the third quarter of 1995, and a second disc for the Old
Testament, which was completed in the first quarter of 1996. The CD-ROM version
is being distributed in the United States and Canada by affiliates of J/G
Distribution Company.

The Partnership plans to recover its remaining net investment in the Bible
Programs of $186,904 from net revenues generated from domestic and international
home video markets.

"The Whipping Boy"
----------------

In August 1993, the Partnership acquired the rights to the Newbury Award-winning
book "The Whipping Boy." The project was co-developed by the Partnership and
The Disney Channel and produced by the General Partner and German and French co-
production partners. The completed telefilm was delivered to The Disney Channel
in the second quarter of 1994 and premiered in the North American television
market in July 1994. As of December 31, 1996, the Partnership had invested
$2,661,487 in the film, which included a $468,000 production and overhead fee
payable to the General Partner. The Partnership has received approximately
$2,100,000 from The Disney Channel for licensing certain rights to the film to
The Disney Channel.

The Partnership was responsible for approximately one-half of the $4,100,000
production cost, with the balance of the production budget funded by Gemini
Films and other co-production partners and/or territorial advances from the
film's international distributors. The amount contributed to the production
budget by the Partnership was partially reimbursed by the license advances
totaling $2,100,000 received from the Disney Channel.

Gemini Films will have, in perpetuity, the copyright and all exploitation rights
to the film in German language territories (defined as Germany, Austria, German-
speaking Switzerland and German-speaking Luxembourg). Although these
exploitation rights will remain the sole property of Gemini Films, Gemini Films
will account to the Partnership for any revenue therefrom.

The Partnership will own the worldwide copyright, excluding German language
territories, in perpetuity. Although the Partnership will own all exploitation
rights in all media in North America, which is defined as the United States,
Canada and their respective territories and possessions, the Partnership will
account to Gemini Films for any revenue generated therefrom.

From the movie's North American revenues, the Partnership will first be entitled
to recover its investment plus interest. Thereafter, the Partnership will
receive 90 percent of all North American revenues and Gemini Films will receive
10 percent of such revenues. With respect to international revenues from the
movie's distribution, after Gemini Films recovers $250,000 of its investment in
the movie's production budget, any funded overages and interest out of net
international revenues, the Partnership will receive 20 percent of net
international revenues and Gemini Films will receive 80 percent.

In March 1995, the General Partner, on behalf of the Partnership, entered into
an agreement with an unaffiliated party granting rights to distribute "The
Whipping Boy" in the non-theatrical domestic markets. Non-theatrical markets
include 16mm sales and rentals, in-flight, oil rigs, ships at sea, military
installations, libraries, restaurants, hotels, motels or other institutional or
commercial enterprises. As of December 31, 1996, gross sales made under this
agreement totaled $35,220, of which $8,325 was retained by the distributor for
its fees. Of the remaining $26,895, $24,973 had been received by the
Partnership as of December 31, 1996, with the remaining $1,922 received in
January 1997.

In May 1995, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party granting rights to distribute
"The Whipping Boy" in the domestic home video market for a

8
<PAGE>

period not to exceed five years. As of December 31, 1996, net sales made under
this agreement totaled $105,522, of which $84,615 had been received by the
Partnership as of December 31, 1996, with the remaining $20,907 received in
March 1997.

The General Partner and Gemini Films have selected Canal Plus Distribution as
the company that will distribute and exploit the movie outside of North America.
Canal Plus Distribution will earn distribution fees of 15 percent of the film's
gross receipts outside of North America, and it will be reimbursed for its
expenses capped at 10 percent of the film's gross receipts outside of North
America (excluding dubbing costs). Canal Plus Distribution will be responsible
for accounting and remitting to Gemini Films the net revenues from the film's
distribution in all markets and in all media outside of North America. Gemini
Films will be responsible for forwarding the Partnership's share of such
revenues within 10 days of receipt of such funds from Canal Plus.

The Partnership plans to recover its remaining net investment in this film of
$377,731 primarily from net revenues generated from domestic home video and
television and home video distribution.

9
<PAGE>

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

JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------

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

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

INDEX
-----

Page
----------------

Report of Independent Public Accountants 11

Statements of Financial Position 12

Statements of Operations 13

Statements of Partners' Capital (Deficit) 14

Statements of Cash Flows 15

Notes to Financial Statements 16

10
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Jones Programming Partners 2-A, Ltd.:

We have audited the accompanying statements of financial position of
Jones Programming Partners 2-A, Ltd. (a Colorado limited Partnership) as of
December 31, 1996 and 1995, and the related statements of operations, partners'
capital (deficit) and cash flows for each of the three years in period ended
December 31, 1996. These financial statements are the responsibility of the
General Partner's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Jones Programming
Partners 2-A, Ltd. as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 25, 1997.

11
<PAGE>

JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)

STATEMENTS OF FINANCIAL POSITION
--------------------------------
<TABLE>
<CAPTION>

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

CASH AND CASH EQUIVALENTS (Note 2) $ 537,638 $ 377,368

ACCOUNTS RECEIVABLE (Note 5) 76,090 60,604

INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $3,466,616 and $2,610,165
as of December 31, 1996 and 1995, respectively (Notes 2, 4 and 5) 564,635 1,421,086

NOTE RECEIVABLE FROM GENERAL PARTNER,
net of unamortized discount of $14,207 and $79,735 as of
December 31, 1996 and 1995, respectively (Note 5) 374,959 809,431

OTHER ASSETS 2,285 1,666
----------- -----------

Total assets $ 1,555,607 $ 2,670,155
=========== ===========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------

LIABILITIES:
Accounts payable to affiliates $ 29,106 $ 2,446
Accrued distributions to partners 141,781 141,781
Accrued liabilities 7,705 6,000
----------- -----------

Total liabilities 178,592 150,227
----------- -----------

PARTNERS' CAPITAL (DEFICIT) (Note 3):
General Partner-
Contributed capital 1,000 1,000
Distributions (24,759) (19,088)
Accumulated deficit (9,720) (3,962)
----------- -----------

Total general partner's deficit (33,479) (22,050)
----------- -----------

Limited Partners -
Net contributed capital (11,229 units
outstanding at December 31, 1996 and 1995) 4,823,980 4,823,980
Distributions (2,451,150) (1,889,697)
Accumulated deficit (962,336) (392,305)
----------- -----------

Total limited partners' capital 1,410,494 2,541,978
----------- -----------

Total partners' capital 1,377,015 2,519,928
----------- -----------

Total liabilities and partners' capital $ 1,555,607 $ 2,670,155
=========== ===========

</TABLE>

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

12
<PAGE>

JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)

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

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

GROSS REVENUES (Notes 2 and 5) $ 329,875 $ 324,489 $2,673,557

COSTS AND EXPENSES:
Costs of filmed entertainment (Note 2) 281,451 303,817 2,123,180
Distribution fees and expenses (Notes 2 and 5) 105,707 159,045 285,043
Loss on write-down of film production (Note 5) 575,000 - -
Operating, general and administrative expenses (Note 4) 31,701 19,296 23,135
--------- --------- ----------

Total costs and expenses 993,859 482,158 2,431,358
--------- --------- ----------

OPERATING INCOME (LOSS) (663,984) (157,669) 242,199
--------- --------- ----------

OTHER INCOME (EXPENSE):
Loss on sale of film production (Note 5) - (122,860) -
Interest income 88,195 60,291 5,430
--------- --------- ----------

Total other income (expense), net 88,195 (62,569) 5,430
--------- --------- ----------

NET INCOME (LOSS) $(575,789) $(220,238) $ 247,629
========= ========= ==========

ALLOCATION OF NET INCOME (LOSS):
General Partner $ (5,758) $ (2,202) $ 2,476
========= ========= ==========

Limited Partners $(570,031) $(218,036) $ 245,153
========= ========= ==========

NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (50.76) $ (19.42) $ 21.83
========= ========= ==========

WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP UNITS
OUTSTANDING 11,229 11,229 11,229
========= ========= ==========

</TABLE>

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

13
<PAGE>

JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)

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

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

GENERAL PARTNER:
Balance, beginning of period $ (22,050) $ (14,177) $ (10,982)
Distributions (5,671) (5,671) (5,671)
Net income (loss) for period (5,758) (2,202) 2,476
---------- ---------- ----------

Balance, end of period $ (33,479) $ (22,050) $ (14,177)
========== ========== ==========

LIMITED PARTNERS:
Balance, beginning of period $2,541,978 $3,321,467 $3,640,300
Net contributed capital - - (2,534)
Distributions (561,453) (561,453) (561,452)
Net income (loss) for period (570,031) (218,036) 245,153
---------- ---------- ----------

Balance, end of period $1,410,494 $2,541,978 $3,321,467
========== ========== ==========

TOTAL PARTNERS' CAPITAL $1,377,015 $2,519,928 $3,307,290
========== ========== ==========

</TABLE>

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

14
<PAGE>

JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)

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

For the Years Ended December 31,
----------------------------------
1996 1995 1994
--------- --------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(575,789) $(220,238) $ 247,629
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Amortization of filmed entertainment costs 281,451 303,817 2,123,180
Amortization of discount (65,528) (43,125) -
Loss on sale of film production - 122,860 -
Loss on write-down of film production 575,000 - -
Decrease (increase) in accounts receivable (15,486) 113,759 99,975
Increase in other assets (619) (1,666) -
Increase (decrease) in accrued liabilities 1,705 (1,430) 4,930
Increase (decrease) in accounts payable to affiliates 26,660 2,446 (168,028)
Decrease in deferred revenue - - (980,167)
--------- --------- ----------

Net cash provided by operating activities 227,394 276,423 1,327,519
--------- --------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from payment of note receivable from
General Partner 500,000 - -
Proceeds from sale of film production - 500,000 -
Net (increase) decrease in production advances - 7,181 (382,732)
Decrease in production and overhead fee - - (468,000)
--------- --------- ----------

Net cash provided by (used in) investing activities 500,000 507,181 (850,732)
--------- --------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (567,124) (567,124) (567,123)
Interest distribution to limited partners - - (2,534)
--------- --------- ----------

Net cash used in financing activities (567,124) (567,124) (569,657)
--------- --------- ----------

INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 160,270 $ 216,480 $ (92,870)

CASH AND CASH EQUIVALENTS, beginning of period 377,368 160,888 253,758
--------- --------- ----------

CASH AND CASH EQUIVALENTS, end of period $ 537,638 $ 377,368 $ 160,888
========= ========= ==========

SUPPLEMENTAL SCHEDULE OF NON-CASH
ACTIVITIES:
Note receivable from sale of film production,
net of discount $ - $ 766,306 $ -
========= ======== ==========

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

15
<PAGE>

JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)

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

(1) ORGANIZATION AND BUSINESS
-------------------------

In March 1992, Jones Programming Partners 2-A, Ltd. (the "Partnership"),
was formed as a limited partnership pursuant to the laws of the State of
Colorado to engage in the acquisition, development, production, licensing
and distribution of original entertainment programming. Jones
Entertainment Group, Ltd. is the "General Partner" of the Partnership.

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

Cash and Cash Equivalents
-------------------------
The Partnership considers all highly-liquid investments with a maturity
when purchased of three months or less to be cash equivalents.

Film Revenue Recognition
------------------------
The Partnership recognizes revenue in accordance with the provisions of
Statement of Financial Accounting Standards No. 53 ("SFAS No. 53").
Pursuant to SFAS No. 53, revenues from domestic and international licensing
agreements for programming are recognized when such amounts are known and
the film is available for exhibition or telecast, and when certain other
SFAS No. 53 criteria are met. Advances received for licensing or other
purposes prior to exhibition or telecast are deferred and recognized as
revenue when the above conditions are met.

Investment in and Advances for Film Productions
-----------------------------------------------
Investment in and advances for film production consists of advances to
production entities for story rights, production, and film completion
costs, and is stated at the lower of cost or estimated net realizable
value. In addition, film production and overhead fees payable to the
General Partner have been capitalized and included as investment in film
production. Film production costs are amortized based upon the individual-
film-forecast method. Estimated losses, if any, will be provided for in
full when determined by the General Partner.

Distribution Costs
------------------
Commissions, distribution expenses and marketing costs incurred in
connection with domestic and international distribution are recorded at the
time that the related license fees are recorded as revenue by the
Partnership.

Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires 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.

Reclassifications
-----------------
Certain prior year amounts have been reclassified to conform to the
current year presentation.

(3) PARTNERS' CAPITAL:
------------------

The capitalization of the Partnership is set forth in the accompanying
Statements of Partners' Capital (Deficit). Currently, no existing limited
partner is obligated to make any additional

16
<PAGE>

contributions to the Partnership. The General Partner purchased its
interest in the Partnership by contributing $1,000 to Partnership capital.

Profits, losses and distributions of the Partnership are allocated 99
percent to the limited partners and 1 percent to the General Partner until
the limited partners have received distributions equal to 100 percent of
their capital contributions plus an annual return thereon of 12 percent,
cumulative and non-compounded. Thereafter, profits/losses and
distributions will generally be allocated 80 percent to the limited
partners and 20 percent to the General Partner.

(4) TRANSACTIONS WITH AFFILIATES:
-----------------------------

The General Partner receives a production and overhead fee for
administering the affairs of the Partnership equal to 12 percent of the
lower of actual or budgeted direct costs of each of the Partnership's
programming projects. This fee was calculated and payable at the time
principal photography commences on each particular project and, in the case
of a series, is payable on a per episode basis. Since inception, the
Partnership has paid total production and overhead fees to the General
Partner of $808,000, of which a $468,000 production and overhead fee was
paid to the General Partner in June 1994 for the production of "The
Whipping Boy."

As of December 31, 1996, the General Partner, on behalf of the Partnership,
has incurred home video and telecast distribution costs totaling $61,939
relating to "The Whipping Boy," of which $20,907 was reimbursed by the
Partnership out of film distribution proceeds earned during 1996. The
General Partner generally will be entitled to reimbursement of these
remaining costs from the Partnership contingent on the receipt of proceeds
from future home video and telecast distribution of the film. Future
proceeds received from the distribution of "The Whipping Boy" will be
recognized as revenue by the Partnership, net of any remaining distribution
costs reimbursed to the General Partner.

The General Partner is entitled to reimbursement from the Partnership for
its direct and indirect expenses allocable to the operations of the
Partnership, which shall include, but not be limited to, rent, supplies,
telephone, travel, legal expenses, accounting expenses, preparation and
distribution of reports to investors and salaries of any full or part-time
employees. Because the indirect expenses incurred by the General Partner
on behalf of the Partnership are immaterial, the General Partner generally
does not charge indirect expenses to the Partnership. The General Partner
charged $16,548, $10,865, and $3,899 for direct expenses to the Partnership
for the years ended December 31, 1996, 1995 and 1994, respectively.

In 1994, J/G Distribution Company, an affiliate of the General Partner, and
Jones Interactive, Inc. ("JII"), also an affiliate of the General Partner,
entered into an agreement to produce a CD-ROM version of the Bible
Programs. No Partnership funds were utilized in the production of the CD-
ROM version; however, after production costs, distribution fees and costs
associated with distribution are recovered, five percent of net revenues
(as defined in the agreement) will flow to the Partnership. Revenue
proceeds to be received by the Partnership under this agreement, if any,
are not anticipated to be significant. The production was done on two
separate discs, one for the New Testament, which was completed in the third
quarter of 1995, and a second disc for the Old Testament, which was
completed in the first quarter of 1996. The CD-ROM version is being
distributed in the United States and Canada by affiliates of J/G
Distribution Company.

17
<PAGE>

(5) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION
----------------------------------------------

"Charlton Heston Presents: The Bible"
-----------------------------------

In May 1992, the General Partner, on behalf of the Partnership, entered
into an agreement with Agamemnon Films, an unaffiliated party, to produce
four one-hour programs for television, entitled "Charlton Heston Presents:
The Bible" (the "Bible Programs"). The production costs of the Bible
Programs were approximately $2,130,000. In addition, the Partnership paid
a $240,000 production and overhead fee to the General Partner. In return
for agreeing to fund these production costs, the Partnership acquired all
rights to the Bible Programs in all markets and in all media in perpetuity.
The Partnership subsequently assigned half of its ownership of the Bible
Programs to an unaffiliated party for an investment of $1,000,000 toward
the production costs for the Bible Programs. After consideration of the
reimbursement, the Partnership's total investment in the Bible Programs is
$1,369,764 and its net investment, after consideration of amortization, was
$186,904 as of December 31, 1996. From inception to December 31, 1996, the
Partnership has recognized $1,295,326 of revenue from this film, of which
$531,621 was retained by the distributors of the film for their fees and
marketing costs and $710,444 has been received by the Partnership as of
December 31,1996. The remaining $53,261 was received in March 1997.

"Household Saints"
----------------

In February 1993, the Partnership acquired a one-third ownership interest
in a film scheduled for world-wide theatrical release entitled "Household
Saints." The budgeted production costs of "Household Saints" were
approximately $5,000,000, and the final production costs were approximately
$5,300,000. For a one-third ownership interest in the film, the
Partnership contributed one-third of the budgeted production costs, or
$1,666,667. Two unaffiliated entities contributed similar amounts. Prior
to June 30, 1995, the Partnership had invested $1,913,918 in the film,
which included a production and overhead fee of $100,000 paid to the
General Partner by the Partnership. Prior to June 30, 1995, the
Partnership's net investment in the film, after consideration of
amortization, was $1,389,166. From inception to June 30, 1995, the
Partnership had recognized $603,198 of revenue from this film.

In January 1995, the General Partner's Board of Directors agreed in
principle to purchase the Partnership's interest in "Household Saints" from
the Partnership at a price equal to the Partnership's net investment in the
film of $1,389,166. The Partnership's limited partnership agreement allows
the General Partner to purchase completed programming projects from the
Partnership so long as the purchase price is an amount no less than the
average of three separate independent appraisals of the project's fair
market value. The General Partner subsequently obtained three separate
independent appraisals of the fair market value of the Partnership's
interest in "Household Saints". The average fair market value of the
Partnership's interest in the film based on the three independent
appraisals was approximately $300,000. Closing of the sale occurred on June
30, 1995. The purchase price was paid $500,000 in cash at closing and
$889,166 in the form of two non-interest bearing promissory notes of
$500,000 and $389,166 payable on June 30,1996 and June 30, 1997,
respectively. Because both promissory notes were non-interest bearing, the
Partnership recognized imputed interest of $122,860 based on an
approximate 11 percent imputed interest rate, thereby reducing the
notes' carrying value to $766,306 and incurring a loss on sale of the film
of $122,860. This loss is being offset by the Partnership in the form of
interest income recognized as the related discount on the promissory notes
is amortized to interest income over the term of the notes. For the years
ended December 31, 1996 and 1995, interest income of $65,528 and $43,125,
respectively, has been recognized from amortization of the related
discount.

18
<PAGE>

"The Whipping Boy"
----------------

In August 1993, the Partnership acquired the rights to the Newbury Award-
winning book "The Whipping Boy." "The Whipping Boy" was produced as a two
hour telefilm which premiered in the North American television market on
The Disney Channel. The film's final cost was approximately $4,100,000. As
of December 31, 1996, the Partnership had invested $2,661,487 in the film,
which included a $468,000 production and overhead fee paid to the General
Partner. The film was co-produced by the General Partner and Gemini Films,
a German company. The completed picture was delivered to The Disney Channel
in the second quarter of 1994. From inception to December 31, 1996, the
Partnership has recognized $2,241,441 of revenue from this film, of which
$2,100,000 represents the initial license fee from The Disney Channel that
was used to finance the film's production. Of the remaining $141,441,
$8,325 has been retained by the distributors of the film for their fees and
marketing costs and $110,287 has been received by the Partnership as of
December 31, 1996. The remaining $22,829 was received in the first quarter
of 1997.

During the fourth quarter of 1996, the General Partner reassessed the
anticipated total gross revenue remaining from the distribution of "The
Whipping Boy" in available international and domestic television and home
video markets. Based on revised estimated television and home video sales
projections provided by an independent consultant, a reduction was made to
the Partnership's estimate of total gross revenue to be recognized from the
future distribution of the film. Accordingly, based on the reduced revenue
projections for the film, a determination was made by the General Partner
that the Partnership's net investment in "The Whipping Boy" of $952,731
exceeded the film's estimated net realizable value of approximately
$375,000 as of December 31, 1996. As a result, a loss from write-down of
film production cost of $575,000 was incurred to reduce the unamortized
cost of the film to its estimated net realizable value as of December 31,
1996. The film's estimated net realizable value was calculated based on an
estimate of anticipated revenues remaining over the life of the film from
international and domestic television and home video distribution, net of
estimated distribution fees and costs, as of December 31, 1996. These
revenue projections were estimated based on the film's prior distribution
history, the remaining international and domestic territories available to
the film for future television and home video distribution, and the General
Partner's and the independent consultant's previous distribution experience
with other films.

The Partnership's net investment in the film, after consideration of
amortization and the write-down discussed above, was $377,731 as of
December 31, 1996.

(6) INCOME TAXES
------------

Income taxes are not reflected in the accompanying financial statements as
such amounts accrue directly to the partners. The Federal and state income
tax returns of the Partnership will be prepared and filed by the General
Partner.

The Partnership's tax returns, the qualification of the Partnership as a
limited partnership 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 tax status, or the Partnership's recorded income or loss,
the tax liability of the General and limited partners would be adjusted
accordingly.

The Partnership's only significant book-tax difference between the
financial reporting and tax bases of the Partnership's assets and
liabilities is associated with the difference between film production cost
amortization and loss from write-down of film production cost recognized
under generally accepted accounting principles and the amount of expense
allowed for tax purposes.

19
<PAGE>

Film production cost recognized under generally accepted accounting
principles exceeded the amount of expense recognized for tax purposes by
approximately $25,000 for the year ended December 31, 1996. For the year
ended December 31, 1995, film production cost recognized for tax purposes
exceeded that allowed under generally accepted accounting principles by
approximately $396,000.

20
<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 directors and executive officers of the General Partner
of the Registrant is set forth below. Each of the directors serves until the
next annual meeting of the shareholders of the General Partner and until their
successors shall be elected and qualified.
<TABLE>
<CAPTION>

Name Age Positions with the General Partner
- ---- --- ----------------------------------
<S> <C> <C>
Glenn R. Jones 67 Chairman of the Board and Chief Executive
Officer
Richard K. Rosenberg 52 Executive Vice President and Director
Steven W. Gampp 45 Vice President/Finance and Treasurer
Keith D. Thompson 30 Chief Accounting Officer
Elizabeth M. Steele 45 Secretary
Derek H. Burney 57 Director
Wilfred N. Cooper, Sr. 66 Director
J. Rodney Dyer 61 Director
David K. Zonker 43 Director
</TABLE>

Mr. Glenn R. Jones has served as Chairman of the Board of Directors
and Chief Executive Officer of the General Partner since its inception and he
has served as President of the General Partner since April 1994. Mr. Jones is
also the Chairman of the Board of Directors and Chief Executive Officer of the
General Partner's principal shareholder, Jones 21st Century, Inc., a subsidiary
of Jones International, Ltd. Mr. Jones has served as Chairman of the Board of
Directors and Chief Executive Officer of Jones Intercable, Inc., one of the
nation's largest cable television companies, since its formation in 1970, and he
was President of that company 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 other
affiliates of the General Partner. He is a member of the Board of Directors and
the Executive Committee of the National Cable Television Association.
Additionally, Mr. Jones is a member of the Board of Governors for the American
Society for Training and Development, and a member of the Board of Education
Council of the National Alliance of Business. Mr. Jones is also a founding
member of the James Madison Council of the Library of Congress. Mr. Jones has
been the recipient of several awards including the Grand Tam Award in 1989, the
highest award from the Cable Television Administration and Marketing Society;
the President's Award from the Cable Television Public Affairs Association in
recognition of Jones International's educational efforts through Mind Extension
University (now Knowledge TV); the Donald G. McGannon Award for the advancement
of minorities and women in cable from the United Church of Christ Office of
Communications; the STAR Award from American Women in Radio and Television, Inc.
for exhibition of a commitment to the issues and concerns of women in television
and radio; the Cableforce 2000 Accolade awarded by Women in Cable in recognition
of the General Partner's innovative employee programs; the Most Outstanding
Corporate Individual Achievement Award from the International Distance Learning
Conference for his contributions to distance education; the Golden Plate Award
from the American Academy of Achievement for his advances in distance education;
the Man of the Year named by the Denver chapter of the Achievement Rewards for
College Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and
Cable's Hall of Fame.

Mr. Richard K. Rosenberg was appointed a director of the General
Partner in March 1996 and was elected Executive Vice President of the General
Partner in February 1996. Mr. Rosenberg joined Jones Digital

21
<PAGE>

Century, Inc., an affiliate of the General Partner, in October 1995 as Vice
President of Business Affairs. Mr. Rosenberg has been involved in business
affairs for the entertainment industry for 23 years. Prior to joining Jones
Digital Century, Inc., Mr. Rosenberg was executive vice president and chief
operating officer of Spencer Entertainment, a diversified multimedia
entertainment company. He also served as vice president of legal and business
affairs at Cinetel Films. Mr. Rosenberg has operated his own entertainment and
software businesses, including RKR Pictures, inc., an independent production and
distribution company, where he financed, produced and distributed six motion
pictures, including Alice Sweet Alice, starring Brooke Shields and The Wild Duck
with Liv Ullman and Jeremy Irons. Mr. Rosenberg is the author of Entertainment
Industry Contracts -Negotiating and Drafting Guide. He is a member of the
editorial board for the Entertainment Law and Finance Journal, the California,
New York, New Jersey and Florida Bar Associations, ASCAP and BMI, and currently
serves as an arbitrator for both the American Film Marketing Association and the
American Arbitration Association's Entertainment Industry Panel.

Mr. Steven W. Gampp was elected Vice President/Finance and Treasurer
of the General Partner in January 1997. Mr. Gampp serves as the Chief Financial
Officer of Jones International, Ltd., an affiliate of the General Partner. Mr.
Gampp was employed by Nu-West Industries, Inc., a publicly-held phosphate
fertilizer manufacturer for seven years, most recently as the Vice President,
Secretary and Treasurer. Mr. Gampp is a Certified Public Accountant and is a
member of both the American and the Colorado societies of Certified Public
Accountants.

Mr. Keith D. Thompson was elected the Chief Accounting Officer of the
General Partner in March 1997. Mr. Thompson is also the Chief Accounting
Officer of other affiliates of the General Partner. Mr. Thompson has also been
associated with Jones International, Ltd., an affiliate of the General Partner,
since October 1994, serving as Senior Accountant from October 1994 to April
1995, as Accounting Manager from April 1995 to January 1996 and as Director of
Accounting from January 1996 to present. From July 1989 to October 1994, Mr.
Thompson was an auditor for Deloitte & Touche LLP.

Ms. Elizabeth M. Steele is Secretary of the General Partner. She is
Vice President/General Counsel and Secretary of Jones Intercable, Inc., and is
also the Secretary of other affiliates of the General Partner. From August 1980
until joining Jones Intercable, Inc., 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. Derek H. Burney was appointed a director of the General Partner in
December 1994. Mr. Burney is also a director and Vice Chairman of the Board of
Directors of Jones Intercable, Inc., an affiliate of the General Partner. Mr.
Burney joined BCE Inc., Canada's largest telecommunications company, in January
1993 as Executive Vice President, International. He has been the Chairman of
Bell Canada International Inc., a subsidiary of BCE, since January 1993 and, in
addition, has been Chief Executive Officer of BCI since July 1993. Prior to
joining BCE, Mr. Burney served as Canada's ambassador to the United States from
1989 to 1992. Mr. Burney also served as chief of staff to the Prime Minister of
Canada from March 1987 to January 1989 where he was directly involved with the
negotiation of the U.S. - Canada Free Trade Agreement. In July 1993, he was
named an Officer of the Order of Canada. He also is a director of Bell
Cablemedia plc, Mercury Communications Limited, Videotron Holdings plc, Tele-
Direct (Publications) Inc., Teleglobe Inc., Bimcor Inc., Rio Algom Limited, The
Montreal General Hospital Corporation, The Japan Society, Moore Corporation
Limited, Northbridge Programming Inc. and certain subsidiaries of Bell Canada
International.

Mr. Wilfred N. Cooper, Sr. became a director of the General Partner in
December 1994. Mr. Cooper has been the principal shareholder and a Director of
WNC & Associates, Inc. since its organization in 1971, of Shelter Resource
Corporation since its organization in 1981 and of WNC Resources, Inc. from its
organization in 1988 through its acquisition by WNC & Associates, Inc. in 1991,
serving as President of those companies through June 1992 and as Chief Executive
Officer since June 1992.

Mr. J. Rodney Dyer became a director of the General Partner in
December 1994. Mr. Dyer has been the President and sole shareholder of Rod Dyer
Group, Inc. since its formation in 1967. Rod Dyer Group, Inc.

22
<PAGE>

specializes in advertising, marketing and promotion. Rod Dyer Group, Inc. filed
for protection under Chapter 11 of the Federal Bankruptcy Act in December 1991
and was released in March 1994.

Mr. David K. Zonker became a director of the General Partner in
December 1994. Mr. Zonker has been the President of Jones International
Securities, Ltd. since January 1984 and he has been its Chief Executive Officer
since January 1988. Mr. Zonker is a member of the Board of Directors of various
affiliates of the General Partner. Mr. Zonker is licensed by the National
Association of Securities Dealers, Inc. and he is the immediate past chairman of
the Investment Program Association, a trade organization based in Washington,
D.C. that promotes direct investments.

Mr. Steven W. Gampp is the Vice President/Finance and Treasurer of the
General Partner. A report by Mr. Gampp with respect to the ownership of limited
partnership interests in the Partnership required by Section 16(a) of the
Securities Exchange Act of 1934, as amended, was not filed within the required
time. Mr. Gampp does not own any limited partnership interests in the
Partnership.

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

The Partnership has no employees; however, various personnel are
required to operate its business. Such personnel are employed by the General
Partner and, pursuant to the terms of the Partnership's limited partnership
agreement, the cost of such employment can be charged by the General Partner to
the Partnership as a reimbursement item. See Item 13.

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

As of March 4, 1997, no person or entity owns more than 5 percent of
the limited partnership interests in the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

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

The General Partner receives a production and overhead fee for
administering the affairs of the Partnership equal to 12 percent of the lower of
direct costs or budgeted direct costs of each programming project. This fee is
calculated and payable at the time principal photography commences on each
particular project and, in the case of a series, is payable on a per episode
basis. No such fee was paid to the General Partner in 1996.

As of December 31, 1996, the General Partner, on behalf of the
Partnership, has incurred home video and telecast distribution costs totaling
$61,939 relating to "The Whipping Boy," of which $20,907 was reimbursed by the
Partnership out of film distribution proceeds earned during 1996. The General
Partner generally will be entitled to reimbursement of these remaining costs
from the Partnership contingent on the receipt of proceeds from future home
video and telecast distribution of the film. Future proceeds received from the
distribution of "The Whipping Boy" will be recognized as revenue by the
Partnership, net of any remaining distribution costs reimbursed to the General
Partner.

In connection with the distribution of "Charlton Heston Presents: The
Bible," J/G Distribution Company, an affiliate of the General Partner, is
entitled to certain distribution rights and fees. See Item 7. Management's

23
<PAGE>

Discussion and Analysis of Financial Condition and Results of Operations for a
description of these distribution rights and fees. As of December 31, 1996,
gross sales made by J/G Distribution Company totaled $2,090,484, of which
$1,045,242 has been retained by J/G Distribution Company for its fees and
marketing costs, with the remaining $1,045,242 belonging 50 percent to the
Partnership and 50 percent to Goodtimes. As of December 31, 1996, the
Partnership had received $469,360 due from J/G Distribution, with the remaining
$53,261 received in March 1997.

In 1994, J/G Distribution Company and Jones Interactive, Inc., also an
affiliate of the General Partner, entered into an agreement to produce a CD-ROM
version of the Bible Programs. No Partnership funds were utilized in the
production of the CD-ROM version; however, after production costs, distribution
fees and costs associated with distribution are recovered, 5 percent of net
revenues (as defined in the agreement) will flow to the Partnership. Revenue
proceeds to be received by the Partnership under this agreement, if any, are not
anticipated to be significant. The production was done on two separate discs,
one for the New Testament, which was completed in the third quarter of 1995, and
a second disc for the Old Testament, which was completed in the first quarter of
1996. The CD-ROM version is being distributed in the United States and Canada by
affiliates of J/G Distribution Company.

The General Partner is entitled to reimbursement from the Partnership
for certain allocated general and administrative expenses in accordance with the
terms of the limited partnership agreement of the Partnership. These expenses
consist primarily of salaries and benefits paid to corporate personnel, rent,
data processing services and other facilities costs. Such personnel provide
administrative, accounting and legal services to the Partnership. Allocations
of personnel costs are based primarily on actual time spent by employees of the
General Partner and certain of its affiliates with respect to the Partnership.
In 1996, the General Partner charged $16,548 of direct expenses to the
Partnership.

The General Partner may also advance funds to the Partnership.
Advances from the General Partner to the Partnership totaled $29,106 as of
December 31, 1996. As the Partnership reimburses such advances from the General
Partner on a timely basis, no interest on outstanding advances was charged to
the Partnership during 1996.

PART IV.
-------

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

(a) The following documents are filed as part of this report:
--------------------------------------------------------

1. Financial statements

2. Schedules - None.

3. The following exhibits are filed herewith:

4.1 Limited Partnership Agreement. (1)

(1) Incorporated by reference from the Partnership's Annual Report on Form
10-K for year ended December 31, 1989.

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

None.

24
<PAGE>

SIGNATURES

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

JONES PROGRAMMING PARTNERS 2-A, LTD.,
a Colorado limited partnership
By Jones Entertainment Group, Ltd.,
its General Partner

By: /s/ Glenn R. Jones
________________________________________
Glenn R. Jones
Chairman of the Board and
Dated: March 28, 1997 Chief Executive Officer

Pursuant to the requirements 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.

By: /s/ Glenn R. Jones
________________________________________
Glenn R. Jones
Chairman of the Board
and Chief Executive Officer
Dated: March 28, 1997 (Principal Executive Officer)

By: /s/ Steven W. Gampp
________________________________________
Steven W. Gampp
Vice President/Finance and Treasurer
Dated: March 28, 1997 (Principal Financial Officer)

By: /s/ Keith D. Thompson
________________________________________
Keith D. Thompson
Dated: March 28, 1997 Chief Accounting Officer
(Principal Accounting Officer)

By: /s/ Richard K. Rosenberg
________________________________________
Richard K. Rosenberg
Dated: March 28, 1997 Executive Vice President and
Director

By: /s/ Derek H. Burney
________________________________________
Derek H. Burney
Dated: March 28, 1997 Director

By: /s/ Wilfred N. Cooper, Sr.
________________________________________
Wilfred N. Cooper, Sr.
Dated: March 28, 1997 Director

25
<PAGE>

By: /s/ J. Rodney Dyer
________________________________________
J. Rodney Dyer
Dated: March 28, 1997 Director

By: /s/ David K. Zonker
________________________________________
David K. Zonker
Dated: March 28, 1997 Director

<PAGE>
<ARTICLE> 5

<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<CASH> 537,638 377,368
<SECURITIES> 0 0
<RECEIVABLES> 76,090 60,604
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</TABLE>