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[SEAL]           NEW YORK STATE COMMISSION ON CABLE TELEVISION

In the Matter of                                                          94-130

Application of Cable TV Fund 11-B, Ltd             )
(Jones Intercable, Inc., General Partner)          )
for approval of the renewal by option of           )            DOCKET NO. 31616
its cable television franchise for the Town        )
of Elma (Erie County)                              )
Initial Docket No. 11323                           )

                            ORDER APPROVING RENEWAL

               (Adopted: March 2, 1994; Released: March 23, 1994)

                 The above-captioned application was submitted by Cable TV Fund
11-B, Ltd. (Jones Intercable, Inc., General Partner) on January 31, 1994. A
copy of same was served upon the Town and all local notice requirements were
met. Notice was also published in this Commission's Weekly Bulletin on February
4, 1994. No comments or objections have been received.

                 This application is governed by Section 822 of the Executive
Law which requires our approval unless we find specific violations of law, the
regulations of this Commission, or the public interest. Section 822(4) of the
Executive Law provides that we may approve the renewal contingent upon
compliance with standards or conditions consistent with the public interest.
Having reviewed this application in the context of all applicable statutory and
regulatory standards, we have determined to approve the renewal subject to
conditions as hereinafter set forth.

                 This application seeks our approval of a renewal of a
franchise granted by Town of Elma on August 1, 1984, which provided for an
optional five year renewal in favor of the company. The terms of the franchise,
as renewed, are subject to the Cable Act.

Channel Capacity

                 The cable operator has committed itself to a technical upgrade
and rebuild of its system to a minimum capacity of 450 MHz by December 31,
1995. We wish to emphasize that the timely fulfillment of this commitment is an
express and material condition of our approval herein.

Public, Educational and Governmental (PEG) Access

                 Our approval is granted with the understanding that the
provisions of Section 595.4 of our rules pertaining to minimum standards for
public, educational and governmental access are controlling.


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Line Extension

                 Our approval is granted with the understanding that our line
extension rules as provided in Section 595.5 of 9 NYCRR are controlling.

Subscriber Complaints, Trouble Call Processing and Consumer Service Standards

                 Approval is granted with the understanding that our rules
applicable to trouble call processing, credit for service outages and consumer
protection and service standards as set forth in Section 596.8 and Part 590 of
our rules are controlling.

Franchise Fee Offset

                 Section 15 Of the subject franchise provides for a franchise
fee payment of three percent (3%) of annual gross revenues "less any taxes
levied by the New York State Department of Equalization and Assessment and paid
to the Town." Such provision indicates an intent by the franchising parties to
reverse the procedure set forth in Section 626 of the Real Property Tax Law
whereby franchise fees may be credited as an offset against Special franchise
tax assessments. In effect, this franchise provision contemplates that the
special franchise assessment will instead be paid to the Town but the amount
paid will be deducted from the amount Of franchise fees otherwise due to the
Town. Under either method of applying the statutory credit authorized by RPTL
Section 626, it is apparent that the net effect will be the same. Therefore, we
shall approve this provision with the understanding that only the amount of
special franchise tax actually paid to the Town may be credited as an offset
against franchise fees otherwise payable. We also note that the wording of this
franchise provision referring to "any taxes" does not include real property tax
assessments other than the special franchise tax assessed by the Department of
Equalization and Assessment.

THE COMMISSION ORDERS:

1.       Pursuant to Section 822 of the Executive Law and the rules and
regulations of this Commission, the application of Cable TV Fund 11-B, Ltd.
(Jones Intercable, Inc., General Partner) for approval of the renewal of its
cable television franchise for the Town of Elma (Erie County) is hereby
approved, subject to the conditions and understandings expressed herein. Said
renewal shall expire on August 1, 1999.

2.       This Order does not in any way confer rights or privileges other than
those granted in the underlying franchise and the certificate holder remains
subject to the obligations imposed by Article 28 of the Executive Law, the
underlying franchise and all applicable rules, regulations and orders of this
Commission.

Commissioners Participating: William B. Finneran, Chairman; John A. Passidomo,
Barbara T. Rochman, Commissioners