JONES PROGRAMMING PARTNERS 2-A LTD
10-Q, 1999-08-16
MOTION PICTURE & VIDEO TAPE PRODUCTION
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<PAGE>

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

(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended June 30, 1999.
                                          --------------

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from __________ to __________.

                         Commission File Number 0-20944


                      Jones Programming Partners 2-A, Ltd.
- --------------------------------------------------------------------------------
                Exact name of registrant as specified in charter

Colorado                                                             #84-1088819
- --------------------------------------------------------------------------------
State of organization                                      I.R.S. employer I.D.#

               9697 East Mineral Avenue, Englewood, Colorado 80112
               ---------------------------------------------------
                      Address of principal executive office

                                 (303) 792-3111
                          -----------------------------
                          Registrant's telephone number


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section l3 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
    -----                                                               -----
<PAGE>

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


                                     INDEX
                                     -----
<TABLE>
<CAPTION>
                                                                            Page
                                                                           Number
                                                                           ------
<S>                                                                        <C>
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Unaudited Statements of Financial Position as of
                     December 31, 1998 and June 30, 1999                       3

                  Unaudited Statements of Operations for the
                     Three and Six Months Ended June 30, 1998 and 1999         4

                  Unaudited Statements of Cash Flows for the
                      Six Months Ended June 30, 1998 and 1999                  5

                  Notes to Unaudited Financial Statements as of
                     June 30, 1999                                           6-7


         Item 2.  Management's Discussion and Analysis of
                     Financial Condition and Results of Operations          8-11


PART II.  OTHER INFORMATION                                                   12
</TABLE>






                                       2
<PAGE>

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

                   UNAUDITED STATEMENTS OF FINANCIAL POSITION
                   ------------------------------------------
<TABLE>
<CAPTION>
                                                                                December 31,                June 30,
                                    ASSETS                                          1998                      1999
                                    ------                                      ------------              -----------
<S>                                                                             <C>                       <C>
CASH AND CASH EQUIVALENTS                                                       $    128,275              $    43,905

ACCOUNTS RECEIVABLE                                                                   62,588                   90,368

INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
  net of accumulated amortization of $3,881,251 and $3,882,879 as of
  December 31, 1998 and June 30, 1999, respectively (Note 3)                         150,000                  148,372
                                                                                ------------              -----------


                  Total assets                                                  $    340,863              $   282,645
                                                                                ------------              -----------
                                                                                ------------              -----------



              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
              -------------------------------------------
LIABILITIES:
  Accounts payable to affiliates                                                $      7,511              $    19,331
  Accrued liabilities                                                                  7,825                    3,975
                                                                                ------------              -----------

                  Total liabilities                                                   15,336                   23,306
                                                                                ------------              -----------

PARTNERS' CAPITAL (deficit):
  General partner-
    Contributed capital                                                                1,000                    1,000
    Distributions                                                                    (33,267)                 (34,685)
    Accumulated deficit                                                              (11,728)                 (10,972)
                                                                                ------------              -----------

                  Total general partner's deficit                                    (43,995)                 (44,657)
                                                                                ------------              -----------

  Limited partners -
    Contributed capital, net of offering costs  (11,229 units outstanding
       as of December 31, 1998 and June 30, 1999)                                  4,823,980                4,823,980
    Distributions                                                                 (3,293,328)              (3,433,691)
    Accumulated deficit                                                           (1,161,130)              (1,086,293)
                                                                                ------------              -----------

                  Total limited partners' capital                                    369,522                  303,996
                                                                                ------------              -----------

                  Total partners' capital                                            325,527                  259,339
                                                                                ------------              -----------

                  Total liabilities and partners' capital (deficit)             $    340,863              $   282,645
                                                                                ------------              -----------
                                                                                ------------              -----------
</TABLE>

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

                                       3
<PAGE>
                       JONES PROGRAMMING PARTNERS 2-A, LTD.
                       ------------------------------------
                              (A Limited Partnership)

                        UNAUDITED STATEMENTS OF OPERATIONS
                        ----------------------------------
<TABLE>
<CAPTION>
                                                      For the Three Months      For the Six Months
                                                          Ended June 30,           Ended June  30,
                                                     ---------------------    ---------------------
                                                       1998         1999        1998         1999
                                                     --------     --------    --------     --------
<S>                                                  <C>          <C>         <C>          <C>
GROSS REVENUES                                       $137,569     $130,579    $137,654     $131,585

COSTS AND EXPENSES:
  Costs of filmed entertainment                        19,743          623      19,828        1,628
  Distribution fees and expenses                       68,564       39,703      68,564       39,704
  Operating, general and administrative expenses       13,256       10,658      17,572       16,533
                                                     --------     --------    --------     --------

         Total costs and expenses                     101,563       50,984     105,964       57,865
                                                     --------     --------    --------     --------

OPERATING INCOME                                       36,006       79,595      31,690       73,720
                                                     --------     --------    --------     --------

OTHER INCOME:
  Interest income                                       4,754        1,088      11,139        1,873
  Other income                                             20         --            20         --
                                                     --------     --------    --------     --------

         Other income                                   4,774        1,088      11,159        1,873
                                                     --------     --------    --------     --------

NET INCOME                                           $ 40,780     $ 80,683     $42,849     $ 75,593
                                                     --------     --------    --------     --------
                                                     --------     --------    --------     --------

ALLOCATION OF NET INCOME:
  General partner                                    $    408     $    807     $   428     $    756
                                                     --------     --------    --------     --------
                                                     --------     --------    --------     --------

  Limited partners                                   $ 40,372     $ 79,876     $42,421     $ 74,837
                                                     --------     --------    --------     --------
                                                     --------     --------    --------     --------

NET INCOME PER LIMITED
   PARTNERSHIP UNIT                                  $   3.60     $   7.11     $  3.78     $   6.66
                                                     --------     --------    --------     --------
                                                     --------     --------    --------     --------

WEIGHTED AVERAGE NUMBER OF LIMITED
   PARTNERSHIP UNITS OUTSTANDING                       11,229       11,229      11,229       11,229
                                                     --------     --------    --------     --------
                                                     --------     --------    --------     --------
</TABLE>


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

                                       4
<PAGE>

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

                       UNAUDITED STATEMENTS OF CASH FLOWS
                       ----------------------------------
<TABLE>
<CAPTION>
                                                                                      For the Six Months
                                                                                         Ended June 30,
                                                                               ---------------------------------
                                                                                     1998              1999
                                                                               ---------------    --------------
<S>                                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                     $   42,849          $   75,593
  Adjustments to reconcile net income to net
    cash provided by (used in) operating activities:
      Amortization of filmed entertainment costs                                     19,828               1,628
      Net change in assets and liabilities:
        Decrease (increase) in accounts receivable                                    6,260             (27,780)
        Increase (decrease) in accounts payable to affiliates                       129,767              11,820
        Decrease in accrued liabilities                                            (121,535)             (3,850)
                                                                                 ----------          ----------

         Net cash provided by operating activities                                   77,169              57,411
                                                                                 ----------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions to partners                                                        (283,562)           (141,781)
                                                                                 ----------          ----------

         Net cash used in financing activities                                     (283,562)           (141,781)
                                                                                 ----------          ----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   (206,393)            (84,370)

CASH AND CASH EQUIVALENTS, beginning of period                                      526,005             128,275
                                                                                 ----------          ----------

CASH AND CASH EQUIVALENTS, end of period                                         $  319,612          $   43,905
                                                                                 ----------          ----------
                                                                                 ----------          ----------
</TABLE>

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

                                       5
<PAGE>

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

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

(1)      BASIS OF PRESENTATION
         ---------------------
         This Form 10-Q is being filed in conformity with the SEC requirements
         for unaudited financial statements and does not contain all of the
         necessary footnote disclosures required for a fair presentation of the
         Statements of Financial Position and Statements of Operations and Cash
         Flows in conformity with generally accepted accounting principles.
         However, in the opinion of management, this data includes all
         adjustments, consisting only of normal recurring accruals, necessary to
         present fairly the financial position of Jones Programming Partners
         2-A, Ltd. (the "Partnership") as of December 31, 1998 and June 30, 1999
         and its results of operations and its cash flows for the three month
         periods ended June 30, 1998 and 1999. Results of operations for these
         periods are not necessarily indicative of results to be expected for
         the full year.

(2)      TRANSACTIONS WITH AFFILIATED ENTITIES
         -------------------------------------
         Jones Entertainment Group, Ltd. ("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 $5,435 and $3,375 to the Partnership for direct expenses to the
         Partnership for the three months ended June 30, 1998 and 1999,
         respectively.

(3)      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 $2,370,000, 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 was $1,369,764. In
         June 1998, the Partnership fully amortized its net investment in this
         film. From inception to June 30, 1999, the Partnership has recognized
         $1,900,863 of revenue from this film, of which $809,000 was retained by
         the distributors of the film for their fees and marketing costs and
         $1,091,863 was received by the Partnership as of June 30, 1999.

         "The Whipping Boy"
         ------------------
         In August 1993, the Partnership acquired the film 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 June 30, 1999, 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 June 30, 1999, the Partnership has
         recognized $2,275,893 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
         $175,893, $8,523 has been retained by the distributors of the film for
         their fees and marketing costs and $167,370 has been received by the
         Partnership as of June 30, 1999. The Partnership's net investment in
         the film, after consideration of amortization and write-downs, was
         $148,372 as of June 30, 1999. The Partnership plans to amortize its
         remaining investment in this film from net revenues generated from
         domestic

                                       6
<PAGE>

         and international home video and television markets or recover its
         remaining investment from the sale of the Partnership's interests in
         the film. As of June 30, 1999, there were no outstanding receivables.

































                                       7
<PAGE>

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

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

Liquidity and Capital Resources
- -------------------------------
The Partnership's principal sources of liquidity are cash on hand and amounts
received from the domestic and international distribution of its programming.
As of June 30, 1999, the Partnership had $43,905 in cash. It is not
anticipated that the Partnership will invest in any additional programming
projects, but instead will focus on the distribution and/or sale of its
existing programming projects.

Given the near completion of the second cycle distribution of the
Partnership's programming, as previously announced, regular quarterly
distributions were suspended beginning with the quarter ended September 30,
1998. However, upon further evaluation by the General Partner of the cash
reserves and cash operating needs of the Partnership, an additional quarterly
cash flow distribution totaling $141,781 was declared for the three months
ended March 31, 1999, which was paid in May 1999. The Partnership will retain
a certain level of working capital, including any necessary reserves, to fund
its operating activities. It is anticipated that any future distributions
will only be made once proceeds are received from the sale of the
Partnership's assets, although the General Partner will continue to make
quarterly evaluations of the Partnership's working capital position and needs.

The General Partner, on behalf of the Partnership, is currently considering
the sale of the Partnership's interests in its programming projects. If the
General Partner or one of its affiliates exercises its right to purchase the
Partnership's interests in a programming project, however, the sales price
for such a transaction will be at least equal to the average of three
independent appraisals of the programming project's fair market value. The
General Partner has no obligation to purchase any assets of the Partnership.
Any sale of all or substantially all of the Partnership's assets will be
subject to the approval of the Partnership's limited partners prior to
closing of the sale.

The General Partner cannot predict at this time when or at what price the
Partnership's interests in its programming projects ultimately will be sold.
Any direct costs incurred by the General Partner on behalf of the Partnership
in soliciting and arranging for the sale of the Partnership's programming
projects will be charged to the Partnership. It is anticipated that the net
proceeds from the sale of the Partnership's interests in its programming will
be distributed to the partners after such sale. Based on the General
Partner's estimates of value and indications of value obtained from
unaffiliated parties, it is probable that the distributions of the proceeds
from the sales of the Partnership's programming projects, together with all
prior distributions paid to the limited partners, will return to the limited
partners less than 70% of their initial capital contributions to the
Partnership.

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. After the production costs are fully recovered by both the
Partnership and GoodTimes, then pursuant to a contractual formula, revenues
for the Bible programs will be shared with Agamemnon Films.

                                       8
<PAGE>

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 June 30, 1999, gross sales
made by J/G Distribution Company totaled $3,301,558, of which $1,650,779 has
been retained by J/G Distribution Company for its fees and marketing costs,
with the remaining $1,650,779 paid 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.

The Partnership fully amortized its net investment in the Bible Programs in
June 1998.

"The Whipping Boy"
- ------------------
In August 1993, the Partnership acquired the film 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 June 30, 1999,
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 has, 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 remain the sole property of Gemini Films, Gemini Films
accounts to the Partnership for any revenue therefrom.

The Partnership owns the worldwide copyright, excluding German language
territories, in perpetuity. Although the Partnership owns 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
accounts to Gemini Films for any revenue generated therefrom.

From the movie's North American revenues, the Partnership is entitled to
recover its investment plus interest. Thereafter, the Partnership receives 90
percent of all North American revenues and Gemini Films receives 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 June 30, 1999, gross sales
made under this agreement totaled $39,976, of which $8,523 was retained by
the distributor for its fees. The remaining $31,453 had been received by the
Partnership as of June 30, 1999.

                                       9
<PAGE>

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 period
not to exceed five years. As of June 30, 1999, net sales earned and received
by the Partnership under this agreement totaled $135,121.

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

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 markets.
Based on revised television sales projections by unexploited territory, 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 (primarily in international
television revenue), 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, the Partnership recorded a write-down of film
production cost of $575,000 to reduce the unamortized cost of the film to its
estimated net realizable value as of December 31, 1996.

Likewise, in the fourth quarter of 1998, the General Partner again reassessed
the anticipated gross revenue remaining from the distribution of the "The
Whipping Boy" based on revised estimated television sales projections and
actual results of the film's distribution in comparison to the film's prior
projections. A determination was made by the General Partner that the
Partnership's net investment in "The Whipping Boy" of $344,907 exceeded the
film's estimated net realizable value of $150,000 as of December 31, 1998,
resulting in a write-down of $194,907. 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
distribution, net of estimated distribution fees and costs, as of December
31, 1998.

These revenue projections were estimated by the General Partner and the
film's distributor based on the film's prior distribution history, the
remaining international and domestic territories available to the film for
future television, and the General Partner's and the distributor's previous
distribution experience with other films. As of June 30, 1999 the
Partnership's net investment in the film, after consideration of amortization
and the write-downs discussed above, was $148,372. The Partnership plans to
amortize its remaining net investment in this film from the net revenues
generated from remaining international and domestic television markets or
recover its remaining net investment from the sale of the Partnership's
interests in the film.

Impact of the Year 2000 Issue (Unaudited)
- -----------------------------------------
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.

In conjunction with its affiliates, 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 investor services, are designed to handle the Year
2000 appropriately. The General Partner believes there will be no financial
impact to the Partnership due to the Year 2000 issue.

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

Revenues of the Partnership decreased $6,990, from $137,569 to $130,579 for
the three months ended June 30, 1998 and 1999, respectively. Revenues of the
Partnership decreased $6,069, from $137,654 to $131,585 for the six months
ended June 30, 1998 and 1999, respectively. These decreases were primarily
the result of an decrease in the distribution of the Bible Programs. Revenues
from the Bible Programs decreased $7,169, from $137,126 to $129,957 for the
three months ended June 30, 1998 and 1999, respectively, and decreased
$7,169, from $137,126 to $129,957 for the six months ended June 30, 1998 and
1999, respectively. These decreases in Bible Programs revenue were partially
offset by decreases in the distribution of "The Whipping Boy". Revenues
received from "The Whipping Boy" increased $179, from $444 to $623 for the
three months ended June 30, 1998 and 1999, respectively, and increased
$1,099, from $529 to $1,628 for the six months ended June 30, 1998 and 1999,
respectively.

                                       10
<PAGE>

Filmed entertainment costs decreased $19,120, from $19,743 to $623 for the
three months ended June 30, 1998 and 1999, respectively. Filmed entertainment
costs decreased $18,200, from $19,828 to $1,628 for the six months ended June
30, 1998 and 1999, respectively. These decreases were the result of the full
amortization of the capitalized production costs relating to the Bible
Programs during 1998. 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 $28,238, from $68,564 to $39,703 for
the three months ended June 30, 1998 and 1999, respectively. Distribution
fees and expenses decreased $27,232, from $68,564 to $39,704 for the six
months ended June 30, 1998 and 1999, respectively. These decreases for the
three and six month periods ended June 1999, were due to the recapture of
distribution fees and expenses of $25,389 for the Bible Programs.
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.

Operating, general and administrative expenses decreased $2,598, from $13,256
to $10,658 for the three months ended June 30, 1998 and 1999, respectively.
Operating and general and administrative expenses decreased $1,039, from
$17,572 to $16,533 for the six months ended June 30, 1998 and 1999,
respectively. These decreases were due primarily to decreased direct costs
allocable to the operations of the Partnership that were charged to the
Partnership by the General Partner and its affiliates in 1999 as compared to
1998. The decrease in direct costs allocable to the Partnership's operations
resulted mainly from the decrease in General Partner personnel expenses and
the decrease in direct time spent by the affiliates of the General Partner on
the accounting and legal functions of the Partnership.

Interest income decreased $3,666, from $4,754 to $1,088 for the three months
ended June 30, 1998 and 1999, respectively. Interest income decreased $9,266,
from $11,139 to $1,873 for the six months ended June 30, 1998 and 1999,
respectively. These decreases for both the three month and six month periods
ended June 30, 1999 as compared to the same periods in 1998 were the result
of lower invested cash balances.

Limited Partners' net income per partnership unit changed $3.51, from $3.60
to $7.11 for the three months ended June 30, 1998 and 1999, respectively.
Limited Partners' net income for the partnership unit changed $2.88, from
$3.78 to $6.66 for the six months ended June 30, 1998 and 1999, respectively.
This change was due to the results of operations as discussed above.











                                       11
<PAGE>

                           Part II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

         a)   Exhibits

              27) Financial Data Schedule

         b)   Reports on Form 8-K

              None























                                       12
<PAGE>

                                   SIGNATURES

         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.

                                    JONES PROGRAMMING PARTNERS 2-A, LTD.
                                    BY:   JONES ENTERTAINMENT GROUP, LTD.
                                          General Partner




                                    By:   /s/ Thomas B. Anema
                                          ------------------------------------
                                          Thomas B. Anema
                                          Vice President/Finance and Treasurer
                                          (Principal Financial Officer)

Dated:  August 13, 1999















                                       13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             APR-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                          43,905
<SECURITIES>                                         0
<RECEIVABLES>                                   90,368
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               134,273
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 282,645
<CURRENT-LIABILITIES>                           23,306
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     259,339
<TOTAL-LIABILITY-AND-EQUITY>                   282,645
<SALES>                                              0
<TOTAL-REVENUES>                               131,585
<CGS>                                                0
<TOTAL-COSTS>                                 (57,865)
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,873
<INCOME-PRETAX>                                 75,593
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             75,593
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    75,593
<EPS-BASIC>                                       6.66
<EPS-DILUTED>                                     6.66


</TABLE>


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