JONES PROGRAMMING PARTNERS 1-A LTD
10-Q, 1999-05-14
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 March 31, 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 0-19075

                      Jones Programming Partners 1-A, Ltd.
- --------------------------------------------------------------------------------
                Exact name of registrant as specified in charter

Colorado                                                             #84-1088820
- --------------------------------------------------------------------------------
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 (l) 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 1-A, LTD.
                      ------------------------------------

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

         Item 1.  Financial Statements

                  Unaudited Statements of Financial Position
                     December 31, 1998 and March 31, 1999                                                         3

                  Unaudited Statements of Operations
                     Three Months Ended March 31, 1998 and 1999                                                   4

                  Unaudited Statements of Cash Flows
                     Three Months Ended March 31, 1998 and 1999                                                   5

                  Notes to Unaudited Financial Statements
                     March 31, 1999                                                                             6-7

         Item 2.  Management's Discussion and Analysis of
                     Financial Condition and Results of Operations                                             8-12

PART II.  OTHER INFORMATION                                                                                      13
</TABLE>



                                       2
<PAGE>

                      JONES PROGRAMMING PARTNERS 1-A, LTD.
                      ------------------------------------
                             (A Limited Partnership)

                   UNAUDITED STATEMENTS OF FINANCIAL POSITION
                   ------------------------------------------

<TABLE>
<CAPTION>
                                                                                    December 31,        March 31,
                                                                                        1998               1999  
                                                                                    ------------        ---------
<S>                                                                                 <C>                 <C>
                                    ASSETS
                                    ------

CASH AND CASH EQUIVALENTS                                                           $   90,672          $ 105,309

RECEIVABLES:
  Foreign income receivable                                                             25,275             24,897
  Domestic income receivable                                                            81,122             47,500

INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
    net of accumulated amortization of $8,822,233 and $8,824,538
    as of December 31, 1998 and March 31, 1999, respectively                            64,973             62,668

OTHER ASSETS                                                                             3,275              3,275
                                                                                   -----------        -----------

                  Total assets                                                      $  265,317          $ 243,649
                                                                                   -----------        -----------
                                                                                   -----------        -----------

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

LIABILITIES:
  Accounts payable to affiliates                                                    $   11,045          $   8,137
  Unearned revenue                                                                       3,889                 - 
  Accrued liabilities                                                                  115,010            103,597
                                                                                   -----------        -----------

                  Total liabilities                                                    129,944            111,734
                                                                                   -----------        -----------


PARTNERS' CAPITAL (DEFICIT):
  General partner -
    Contributed capital                                                                  1,000              1,000
    Distributions                                                                      (42,440)           (42,440)
    Accumulated deficit                                                                (11,172)           (11,207)
                                                                                   -----------        -----------

                  Total general partner's deficit                                      (52,612)           (52,647)
                                                                                   -----------        -----------

  Limited partners -
    Contributed capital, net of offering costs
      (12,743 units outstanding as of December 31, 1998
      and March 31, 1999)                                                            5,459,327          5,459,327
    Distributions                                                                   (4,201,502)        (4,201,502)
    Accumulated deficit                                                             (1,069,840)        (1,073,263)
                                                                                   -----------        -----------

                  Total limited partners' capital                                      187,985            184,562
                                                                                   -----------        -----------

                  Total partners' capital (deficit)                                    135,373            131,915
                                                                                  ------------       ------------

                  Total liabilities and partners' capital (deficit)                $   265,317        $   243,649
                                                                                   -----------        -----------
                                                                                   -----------        -----------
</TABLE>
                                       
         The accompanying notes to these unaudited financial statements
         are an integral part of these unaudited financial statements.

                                       3
<PAGE>

                      JONES PROGRAMMING PARTNERS 1-A, LTD.
                      ------------------------------------
                             (A Limited Partnership)

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

<TABLE>
<CAPTION>
                                                             For the Three Months
                                                                Ended March 31,     
                                                          ---------------------------
                                                            1998               1999 
                                                          --------           --------
<S>                                                       <C>                <C>
GROSS REVENUES                                            $  7,948           $  4,278

COSTS AND EXPENSES:
  Costs of filmed entertainment                              7,324              2,305
  Distribution fees and expenses                                --                 23
  Operating, general and administrative expenses             5,102              5,709
                                                          --------           --------

         Total costs and expenses                           12,426              8,037
                                                          --------           --------


OPERATING LOSS                                              (4,478)            (3,759)
                                                          --------           --------

OTHER INCOME (EXPENSE):
  Interest income                                            6,232                321
  Other income (expense), net                                   26                (20)
                                                          --------           --------

         Total other income                                  6,258                301
                                                          --------           --------

NET INCOME (LOSS)                                         $  1,780           $ (3,458)
                                                          --------           --------
                                                          --------           --------

ALLOCATION OF NET INCOME (LOSS):
  General Partner                                         $     18           $    (35)
                                                          --------           --------
                                                          --------           --------

  Limited Partners                                        $  1,762           $ (3,423)
                                                          --------           --------
                                                          --------           --------

NET INCOME (LOSS) PER LIMITED
  PARTNERSHIP UNIT                                        $    .14           $   (.27)
                                                          --------           --------
                                                          --------           --------

WEIGHTED AVERAGE NUMBER OF
  LIMITED PARTNERSHIP UNITS
  OUTSTANDING                                               12,743             12,743
                                                          --------           --------
                                                          --------           --------
</TABLE>

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

                                       4
<PAGE>

                      JONES PROGRAMMING PARTNERS 1-A, LTD.
                      ------------------------------------
                             (A Limited Partnership)

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

<TABLE>
<CAPTION>
                                                                           For the Three Months
                                                                              Ended March 31,      
                                                                      -----------------------------
                                                                         1998                1999      
                                                                      ---------           ---------
<S>                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                   $   1,780           $  (3,458)
  Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:
      Amortization of filmed entertainment costs                          7,324               2,305
      Net change in assets and liabilities:
        Decrease in foreign income receivable                                59                 378
        Decrease in domestic income receivable                               --              33,622
        Net change in amounts due to/from affiliates                     (6,340)             (2,908)
        Increase (decrease) in accrued liabilities                          461             (11,413)
        Decrease in unearned revenue                                     (7,778)             (3,889)
                                                                      ---------           ---------
         Net cash provided by (used in) operating activities             (4,494)             14,637
                                                                      ---------           ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         (4,494)             14,637

CASH AND CASH EQUIVALENTS, beginning of period                          234,842              90,672
                                                                      ---------           ---------

CASH AND CASH EQUIVALENTS, end of period                              $ 230,348           $ 105,309
                                                                      ---------           ---------
                                                                      ---------           ---------
</TABLE>



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

                                       5
<PAGE>

                      JONES PROGRAMMING PARTNERS 1-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 1-A, Ltd. (the "Partnership") as of
     December 31, 1998 and March 31, 1999 and its results of operations and its
     cash flows for the three month periods ended March 31, 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 $2,841 and $3,026 to the
     Partnership for direct expenses for the three month periods ended March 31,
     1998 and 1999, respectively.

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

     "The Little Kidnappers"
      ---------------------

     In January 1990, the General Partner, on behalf of the Partnership, entered
     into an agreement with Jones Maple Leaf Productions ("Maple Leaf") to
     produce a full-length feature film for television entitled "The Little
     Kidnappers." The total film cost was approximately $3,200,000. Of this
     amount, the Partnership invested approximately $2,794,000, which included a
     production and overhead fee of $300,000 paid to the General Partner. In
     March 1999, the Partnership fully recovered its remaining net investment in
     this film. From inception to March 31, 1999, the Partnership has recognized
     approximately $3,002,000 of revenue from this film, which includes the
     initial license fees of approximately $1,365,000 from The Disney Channel
     and the Canadian Broadcasting Corporation, which were used to finance the
     film's production.

     "The Story Lady"
      --------------

     In April 1991, the General Partner, on behalf of the Partnership, entered
     into an agreement with NBC Productions, Inc. ("NBC") for the production of
     a full-length, made-for-television film entitled "The Story Lady." The
     total cost of the film was approximately $4,300,000. Of this amount, the
     Partnership invested approximately $1,183,000 in return for worldwide
     distribution rights to this film, excluding United States and Canadian
     broadcast television rights. Included in the total amount invested is a
     production and overhead fee of $120,000 paid to the General Partner. In
     December 1995, the Partnership fully recovered its remaining net investment
     in the film. From inception to March 31, 1999, the Partnership has
     recognized approximately $2,309,000 of revenue from this film. As of March
     31, 1999, the Partnership had outstanding receivables from the film's
     domestic and international distributors and licensees totaling $72,397, of
     which $5,000 was received by the Partnership in April 1999. The Partnership
     anticipates payment of the remaining $67,397 over the next three to
     twenty-four months as collected by distributors.


     "Curacao"
      -------

     In October 1992, the General Partner, on behalf of the Partnership, entered
     into an agreement with Showtime Networks, Inc. ("Showtime") for the
     production of a full-length, made-for-television film entitled "Curacao."
     The total production cost of the film incurred by the Partnership was
     approximately $4,410,000. In addition to the costs of production, the
     Partnership paid the General Partner $500,000 as a production and overhead
     fee for services rendered in connection with arranging the Showtime
     pre-sale and supervising production of this picture. From inception to
     March 31, 1999, the Partnership has recognized approximately $4,032,000 of
     revenue from this film, which included the initial license fee 

                                       6
<PAGE>

     and home video advance from Showtime of $2,650,000, which was used to 
     finance the film's production. As of March 31, 1999, the Partnership's net 
     investment in the film, after consideration of amortization was $62,763. 
     The Partnership plans to recover its remaining net investment in this film 
     from the net revenues generated from remaining international and domestic
     television markets or from sale of the Partnership's interest in the film.




















                                       7
<PAGE>

                      JONES PROGRAMMING PARTNERS 1-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 the 
Partnership's programming. The Partnership had approximately $105,000 in cash 
as of March 31, 1999. 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. The 
Partnership had outstanding amounts receivable from unaffiliated distributors 
totaling approximately $72,000 as of March 31, 1999. The domestic income 
receivable of approximately $48,000 will be paid to the Partnership over the 
next five months. The foreign income receivable of approximately $24,000 will 
be paid to the Partnership over the next three to twenty-four months as 
collected by distributors.

Given the near completion of the second cycle distribution of the 
Partnership's programming, as previously announced, regular quarterly 
distributions from operations were suspended beginning with the quarter ended 
March 31, 1997. 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 $160,897 was declared for the 
quarter ending March 31, 1998 and paid in May 1998. The Partnership will 
retain a certain level of working capital, including any necessary reserves, 
to fund its operating activities and/or satisfy its outstanding liabilities. 
It is anticipated that any future distributions will only be made once 
proceeds are received from the sale of the Partnership's assets.

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 75% 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 
so long as quarterly distributions are suspended. Cash flow from operating 
activities will be generated primarily from the Partnership's programming 
projects as follows:

"The Little Kidnappers"
 ---------------------

During 1990, the Partnership invested approximately $2,794,000 in a film 
entitled "The Little Kidnappers." The Partnership advanced funds as 
production advances to Maple Leaf to complete the film. In return for such 
production advances, the Partnership received all distribution rights in 
perpetuity in all markets except Canada. The General Partner, on behalf of 
the Partnership, licensed the film to The Disney Channel and Maple Leaf 
licensed the film to the Canadian Broadcasting Corporation. Aggregate license 
fees of approximately $1,365,000 were received from these licensees. The 
original Disney Channel license expired in September 1993. The General 
Partner subsequently relicensed the film to The Disney Channel for an 
additional license period of five years beginning January 1, 1994 for an 
additional fee of $300,000, which had been received by the Partnership as of 
March 31, 1999. The Canadian Broadcasting Corporation license expired in the 
second quarter of 1994 and was not renewed.

In April 1991, the General Partner, on behalf of the Partnership, entered 
into a distribution agreement with an unaffiliated party granting rights to 
distribute "The Little Kidnappers" in the non-theatrical domestic markets for 
a period not to exceed seven years. 

                                      8
<PAGE>

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 March 31, 1999, gross 
sales made under this arrangement totaled $94,190, of which $23,548 was 
retained by the distributor for its fees.

In July 1991, the General Partner, on behalf of the Partnership, entered into 
an agreement with an unaffiliated party granting the rights to distribute 
"The Little Kidnappers" in the domestic home video market for a period not to 
exceed five years. Under this agreement, the Partnership received a minimum 
guarantee of $500,000, of which $100,000 was received upon delivery of the 
film in October 1991. The Partnership discounted the remaining $400,000 at an 
imputed interest rate of 8%, which created a discount of $79,157. The 
Partnership received $50,000 in October 1992, $75,000 in October 1993, 
$75,000 in October 1994 and the remaining $200,000 in October 1995. The 
Partnership does not expect to receive any additional proceeds under this 
agreement.

In the third quarter of 1990, the General Partner, on behalf of the 
Partnership, entered into a distribution agreement with an unaffiliated 
party, granting the rights to distribute "The Little Kidnappers" in 
international television and international home video markets for a period of 
five years. This agreement expired in October 1995. As of March 31, 1999, 
international gross sales made under the distribution agreement totaled 
$1,165,070, of which $363,753 was retained by the distributor for its fees 
and marketing costs.

The international distribution rights for "The Little Kidnappers" are now 
being handled by the General Partner on behalf of the Partnership. The 
General Partner will generally earn a distribution fee equal to 25 percent of 
gross international sales and will recover its actual distribution and 
marketing costs incurred, with remaining net revenues to be paid to the 
Partnership. In December 1996, the General Partner, acting on behalf of the 
Partnership, entered into a distribution agreement with an unaffiliated 
party, granting the rights to distribute "The Little Kidnappers" in various 
international television markets, including France, the United Kingdom, 
Scandinavia, Africa and the Middle East, for license periods of five to six 
years and a license fee of $35,000. The General Partner will not earn a 
distribution fee relating to this agreement.

In May 1997, the General Partner, acting on behalf on the Partnership, 
entered into a five year licensing agreement with an unaffiliated third 
party, granting the rights to distribute "The Little Kidnappers" in the North 
American home video market. Under this agreement, the Partnership is entitled 
to a $20,000 license fee which has been received by the Partnership as of 
March 31, 1999. In addition to the initial license fee, the Partnership will 
also be entitled to a home video royalty of 10 to 20 percent of net retail 
sale proceeds earned by the licensee, with the royalty percentage dependent 
on the per video unit sales price obtained. As of March 31, 1999, the 
Partnership had recognized $20,000 in revenue under this agreement.

In March 1999, the Partnership recovered its net investment in this film.

"The Story Lady"
 --------------

In 1991, the General Partner, on behalf of the Partnership, entered into an 
agreement with NBC Productions, Inc. ("NBC") for the production of a 
full-length, made-for-television film entitled "The Story Lady." The total 
cost of the film was approximately $4,300,000, and the Partnership invested 
its share of approximately $1,183,000 in return for all distribution rights 
to this film after the contractual airings on the NBC television network, 
which have been completed.

In 1992, the General Partner, on behalf of the Partnership, entered into a 
distribution agreement with an unaffiliated party, granting rights to 
distribute "The Story Lady" in the non-theatrical domestic markets. As of 
March 31, 1999, gross sales made under this arrangement totaled $300,969, of 
which $75,241 was retained by the distributor for its fees. The remaining 
$225,728 has been received by the Partnership. The General Partner, on behalf 
of the Partnership, entered into an agreement with The Disney Channel, 
granting The Disney Channel exclusive domestic television rights to the film 
for one year, from September 1994 until September 1995, for a license fee of 
$40,000. Of this license fee, $26,667 was received in July 1994, with the 
remaining balance of $13,333 received in April 1995. In addition, the film 
was distributed in the domestic home video market by the General Partner and 
a third party consultant beginning in the second quarter of 1994. As of March 
31, 1999, net sale proceeds under this arrangement totaled $99,312, which 
were applied towards the General Partner's recoupment of its distribution 
costs. As the General Partner has fully recovered its remaining distribution 
costs, any additional sales, net of fees, will flow to the Partnership. 
However, the Partnership does not expect to receive any additional proceeds 
under this agreement.

On behalf of the Partnership, the General Partner has sub-licensed under the 
NBC agreement international television and home video distribution rights to 
a distribution affiliate of NBC for approximately eight years. As of March 
31, 1999, international gross sales totaled $1,474,299, of which $434,387 was 
retained by the distributor for its fees and marketing costs, with the 
remaining $1,039,912 due to the Partnership. As of March 31, 1999, the 
Partnership had received $1,015,015 of such amounts. The remaining $24,897 
will be paid to the Partnership over the next three to twenty-four months as 
collected by the distributor.

                                       9
<PAGE>

In October 1995, the General Partner, on behalf of the Partnership, entered 
into a license agreement with an unaffiliated party, granting rights to 
distribute "The Story Lady" in the domestic home video market through direct, 
non-retail sales for a license fee of $200,000. Under the original terms of 
the three year agreement, the Partnership was entitled to $50,000 upon 
execution of the agreement, and $10,000 per month for fifteen consecutive 
months. Of this license fee, $50,000 was received in November 1995, of which 
$21,341 was remitted to the General Partner to be applied towards recoupment 
of its remaining distribution costs incurred on behalf of the Partnership for 
"The Story Lady." The remaining $28,659 was retained by the Partnership. As 
of March 31, 1999, the Partnership had received monthly license fee payments 
in total for the remaining $150,000. In June 1998, the General Partner agreed 
to extend this distribution agreement to the unaffiliated third party for an 
additional three years. The distribution agreement extension requires a fee 
of $150,000 for the renewal period to be paid in 15 equal monthly 
installments. As of March 31, 1999, the Partnership has received $102,500 
toward the distribution agreement extension. The remaining $47,500 will be 
paid to the Partnership over the next five months.

In December 1996, the General Partner, on behalf of the Partnership, entered 
into an agreement with Lifetime Television ("Lifetime"), granting rights to 
distribute "The Story Lady" in the domestic cable and satellite television 
markets for a period of one and a half years commencing in July 1998. In 
accordance with the terms of the agreement, the Partnership is entitled to a 
$75,000 license fee, which was received in three equal payments of $25,000 in 
January 1997, August 1997 and July 1998.

In May 1997, the General Partner, acting on behalf of the Partnership, 
entered into a five year licensing agreement with an unaffiliated third 
party, granting the rights to distribute "The Story Lady" in the North 
American home video market. Under this agreement, the Partnership is entitled 
to a $20,000 license fee which has been received by the Partnership as of 
March 31, 1999. In addition to the initial license fee, the Partnership will 
also be entitled to a home video royalty of 10 to 20 percent of net retail 
sale proceeds earned by the licensee, with the royalty percentage dependent 
on the per video unit sales price obtained. As of March 31, 1999, the 
Partnership has recognized $31,627 in revenue under this agreement.

The Partnership has fully recovered its net investment in this film.

"Curacao"
 -------

In October 1992, the General Partner, on behalf of the Partnership, entered 
into an agreement with Showtime Networks, Inc. ("Showtime") for the 
production of a full-length, made-for-television film entitled "Curacao." The 
total cost of the film was approximately $4,410,000. In addition to the costs 
of production, the Partnership paid the General Partner $500,000 as a 
production and overhead fee for services rendered in connection with 
arranging the Showtime pre-sale and supervising production of this picture.

The Partnership has received license fees and a home video advance totaling 
$2,650,000 from Showtime in return for granting Showtime a pay television 
license through 1997 and the right to market domestic home video rights for 
seven years. Home video revenues in excess of $875,000 will be shared 50/50 
between the Partnership and Showtime until Showtime has received $1,875,000, 
after which the Partnership will receive all of the home video revenues. It 
is unlikely that the Partnership will receive any additional revenues beyond 
the original Showtime advance from the domestic home video distribution of 
"Curacao."

In May 1993, the General Partner, on behalf of the Partnership, entered into 
a distribution agreement with an unaffiliated party, granting rights to 
distribute "Curacao" in the non-theatrical domestic markets. As of March 31, 
1999, gross sales made under this arrangement totaled $117,358, of which 
$29,340 was retained by the distributor for its fees and $88,018 was received 
by the Partnership.

The Partnership has contracted with an unaffiliated international sales agent 
to market theatrical, home video, and television rights outside the United 
States and Canada for a period of five years. The General Partner approved an 
agreement negotiated by the international sales agent with an unaffiliated 
party to market international theatrical and home video rights for a period 
of ten years. The terms of such agreement provide for an advance payment of 
$950,000 against international theatrical and home video revenues. The 
payment has been received by the Partnership net of distribution fees and 
expenses retained by the distributor. No international theatrical or home 
video overages are expected to be received for the remaining term of the 
agreement. International television sales continue and are remitted to the 
Partnership, net of distribution fees and expenses, as collected by the 
distributor. As of March 31, 1999, the Partnership had recorded international 
gross revenues of $1,245,075, of which $355,733 was retained by the 
distributor for its fees and marketing costs. The remaining $889,342 has been 
received by the Partnership.

During the third quarter of 1995, the General Partner reassessed the 
anticipated total gross revenue remaining from the distribution of "Curacao" 
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 

                                      10
<PAGE>

future distribution of the film. Accordingly, based on the reduced revenue 
projections for the film (primarily in international television revenues), a 
determination was made by the General Partner that the Partnership's net 
investment in "Curacao" of $1,076,664 exceeded the film's estimated net 
realizable value of $832,500 as of September 30, 1995. As a result, a loss 
from write-down of film production cost $244,164 was incurred to write-down 
the unamortized cost of the film to its estimated net realizable value as of 
September 30, 1995.

Likewise, in the third quarter of 1996, the General Partner again reassessed 
the anticipated gross revenue remaining from the distribution of "Curacao" 
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 "Curacao" of $756,744 exceeded the film's estimated net 
realizable value of $100,000 as of September 30, 1996, resulting in a 
write-down of $656,744. 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 September 30, 1996.

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 distribution, and the General Partner's and the 
distributor's previous distribution experience with other films. As of March 
31, 1999, the Partnership's net investment in the film, after consideration 
of amortization and the write-downs discussed above, was $62,763. The 
Partnership plans to recover its remaining net investment in this film of 
$62,763 from the net revenues generated from remaining international and 
domestic television markets or 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 $3,670, from $7,948 to $4,278 for the 
three months ended March 31, 1998 and 1999, respectively. This decrease was 
due primarily to a decrease in the international and domestic sales of "The 
Little Kidnappers" of $3,585, from $7,863 to $4,278, and "The Story Lady" of 
$85, from $85 to $0, for the three months ended March 31, 1998 and 1999, 
respectively.

Filmed entertainment costs decreased $5,019, from $7,324 to $2,305 for the 
three months ended March 31, 1998 and 1999, respectively. This decrease was 
the result of decreased film revenues as discussed above. In addition, this 
decrease was the result of the full amortization of the capitalized 
production costs relating to "The Little Kidnappers" in March 1999. 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 increased $23, from $0 to $23 for the three 
months ended March 31, 1998 and 1999, respectively. This increase resulted 
primarily from the royalties paid to artisian guilds related to sales of "The 
Little Kidnappers." These distribution fees and expenses relate to the 
compensation due and costs incurred by distributors in connection with 
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 increased $607, from $5,102 to 
$5,709 for the three months ended March 31, 1998 and 1999, respectively. This 
increase was due primarily to a increase in the direct costs allocable to the 
operations of the Partnership that were charged to the Partnership by 
affiliates of the General Partner during the three months ended March 31, 
1999 as compared to the same period in 1998. This increase in direct costs 
allocable to the Partnership's operations resulted mainly from the increase 
in direct time spent by the affiliates of the General Partner on the 
accounting function of the Partnership.

                                       11
<PAGE>

Interest income decreased $5,911, from $6,232 to $321 for the three months 
ended March 31, 1998 and 1999, respectively. This decrease in interest income 
was the result of lower average levels of invested cash balances existing 
during the first three months of 1998 as compared to the same period in 1999.

Limited Partners' net income (loss) per partnership unit changed $(.41), from 
$.14 to $(.27) for the three months ended March 31, 1998 and 1999, 
respectively. This change was due to the results of the operations as 
discussed above.


















                                       12
<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















                                       13
<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 1-A, LTD.
                                  BY:   JONES ENTERTAINMENT GROUP, LTD.
                                        General Partner

                                  By:  /s/ Steven W. Gampp              
                                       ------------------------------------
                                       Steven W. Gampp
                                       Vice President/Finance and Treasurer
                                       (Principal Financial Officer)

Dated:  May 14, 1999













                                       14

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<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                         105,309
<SECURITIES>                                         0
<RECEIVABLES>                                   72,397
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               177,706
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 243,649
<CURRENT-LIABILITIES>                          111,734
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     131,915
<TOTAL-LIABILITY-AND-EQUITY>                   243,649
<SALES>                                              0
<TOTAL-REVENUES>                                 4,278
<CGS>                                                0
<TOTAL-COSTS>                                  (8,037)
<OTHER-EXPENSES>                                  (20)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 321
<INCOME-PRETAX>                                (3,458)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (3,458)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (3,458)
<EPS-PRIMARY>                                    (.27)
<EPS-DILUTED>                                    (.27)
        

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