UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                              
                           FORM 10-Q          




Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange act of 1934 For the quarterly period ended
September 30, 1996.


            Commission file number:  (S-1) 333-3084



             RIFKIN ACQUISITION PARTNERS, L.L.L.P.
               RIFKIN ACQUISITION CAPITAL CORP.



                    Colorado    84-1317717
                    Colorado    84-1341424

 
                360 South Monroe St., Suite 600
                    Denver, Colorado  80209



                         (303) 333-1215


Indicate whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days.    Yes              









<PAGE>
                        RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                          RIFKIN ACQUISITION CAPITAL CORP.

                                       INDEX

                                                               Page Number

Part I.  Financial Information:

Item 1.  Financial Statements:
              Rifkin Acquisition Partners, L.L.L.P.

         a. Consolidated Statement of Operations...............     3

         b. Consolidated Balance Sheet.........................     5

         c. Consolidated Statement of Cash Flows...............     7

         d. Consolidated Statement of Partners' Capital
            (Deficit)..........................................     9  

         e. Notes to Consolidated Financial Statements.........    11

                      Rifkin Acquisition Capital Corp.

         a. Balance Sheet......................................    14

         b. Notes to Balance Sheet.............................    15

Item 2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations...................    16

Part II: Other Information:

Item 1.  Legal Proceedings--(none)

Item 2.  Changes in Securities--(none)

Item 3.  Defaults Upon Senior Securities--(none)

Item 4.  Submission of Matters to a Vote of Security
         Holders--(none)

Item 5.  Other Information:

         a. Revenue and Operating Cash Flow Report.............    24

Item 6.  Exhibits and Reports on Form 8-K--(none)

Signatures.....................................................    26<PAGE>
 
<PAGE>
<TABLE>
                     PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                       RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                 CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

<CAPTION>
                                                Three Months Ended
                                                   September 30,        
                                            ---------------------------
                                              1995(a)         1996    
                                            -----------     -----------
<S>                                         <C>             <C>
REVENUE:
Service................................     $11,998,937     $17,498,967 
Installation and other.................         754,430       1,146,782 
                                            -----------     -----------
      Total revenue                          12,753,367      18,645,749 

COSTS AND EXPENSES:
Operating Expense......................       1,750,310       2,695,345 
Programming Expense....................       2,579,697       3,837,395 
Selling, general and administrative
  expense..............................       1,799,779       2,891,333 
Depreciation and amortization..........       6,050,011       9,331,709 
Management Fees........................         446,340         652,602 
Loss on disposal of assets.............         131,691         195,360 
                                            -----------     -----------
      Total costs and expenses.........      12,757,828      19,603,744 

Operating income (loss)................          (4,461)       (957,995)
Interest expense.......................       3,162,725       5,501,220 
                                            -----------     -----------
Loss before income taxes...............      (3,167,186)     (6,459,215)
Income tax benefit.....................        (399,000)       (783,719)
                                            -----------     -----------
Net loss...............................     $(2,768,186)    $(5,675,496)
                                            ===========     ===========

OTHER FINANCIAL DATA:

Adjusted EBITDA........................     $ 6,177,241     $ 8,744,073 
                                            ===========     ===========





<FN>
(a)  1995 has been reflected on a pro forma basis to account for the              
recapitalization discussed in Note 1.




                 See accompanying notes to financial statements.<PAGE>
</TABLE>
<PAGE>
<TABLE>
                    RIFKIN ACQUISITION PARTNERS, L.L.L.P.
               CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

<CAPTION>
                                                Nine months Ended
                                                  September 30,        
                                            ---------------------------
                                              1995(a)       1996     
                                            -----------    ------------
<S>                                         <C>            <C>
Revenue:
Service................................     $34,984,274    $ 48,764,840 
Installation and other.................       2,172,711       3,667,296 
                                            -----------    ------------
      Total revenue                          37,156,985      52,432,136 
                                            -----------    ------------
Costs and Expenses:
Operating Expense......................       5,313,328       7,591,555 
Programming Expense....................       7,532,853      10,813,312 
Selling, general and administrative
  expense..............................       5,153,470       7,734,856 
Depreciation and amortization..........      18,064,468      25,858,464 
Management Fees........................       1,300,374       1,815,516 
Loss on disposal of assets.............         264,742         784,618 
                                            -----------    ------------
     Total costs and expenses.........      37,629,235      54,598,321 
                                            -----------    ------------
Operating loss.........................        (472,250)     (2,166,185)
Interest expense.......................       9,472,943      16,094,577 
                                            -----------    ------------
Loss before income taxes...............      (9,945,193)    (18,260,762)
Income tax benefit.....................      (1,253,000)     (2,554,719)
                                            -----------    ------------
Net loss...............................     $(8,692,193)   $(15,706,043)
                                            ===========    ============

OTHER FINANCIAL DATA:

Adjusted EBITDA........................     $17,856,960    $ 24,441,629 
                                            ===========    ============





<FN>
(a)  1995 has been reflected on a pro forma basis to account for the 
recapitalization discussed in Note 1.
</TABLE>
<PAGE>
<TABLE>
                    RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                         CONSOLIDATED BALANCE SHEET 
<CAPTION>
                                   ASSETS
                                            December 31,      September 30, 
                                                1995             1996
                                                              (UNAUDITED)  
                                            ------------      ------------
<S>                                        <C>               <C>
Cash...................................     $   318,020       $  1,243,117
Subscriber accounts receivable,
  net of allowance for doubtful
    accounts of $292,626 in 1995
    and $337,800 in 1996...............         884,908          1,054,397 
Other receivables......................       1,542,667          2,156,141 
Prepaid expenses and other.............         924,229          1,549,287 
Property, plant and equipment at cost:
  Cable television transmission and 
    distribution systems and related
    equipment..........................      73,994,528        107,194,770 
  Land, building, vehicles and
    furniture and fixtures.............       3,159,116          5,387,434
                                           ------------       ------------ 
                                             77,153,644        112,582,204 
Less accumulated depreciation..........      (2,741,453)       (11,152,610)
                                           ------------       ------------
      Net property, plant and equipment      74,412,191        101,429,594 
Franchise costs and other intangible
  assets, net of accumulated 
  amortization of $5,128,754 in 1995
  and $22,457,616 in 1996..............     159,963,395        196,610,720 
                                           ------------       ------------
          Total assets.................    $238,045,410       $304,043,256 
                                           ============       ============
</TABLE>
<TABLE>
<CAPTION>
                      LIABILITIES AND PARTNERS' CAPITAL

<S>                                        <C>                <C>
Accounts payable and accrued
  liabilities..........................    $  5,867,584       $  9,298,005 
Subscriber deposits and prepayments....         961,528          1,103,044 
Interest payable.......................          91,273          3,286,225 
Deferred taxes payable.................      21,127,000         18,564,000 
Notes payable..........................     137,500,000        200,000,000
                                           ------------       ------------ 
         Total liabilities.............     165,547,385        232,251,274 
Commitments 
  Redeemable partners' interests.......       3,600,000          4,540,000 
Partners' capital (deficit):
  General partner......................      (1,085,311)        (1,209,872)
  Limited partners.....................      69,421,043         67,993,797 
  Preferred equity interest............         562,293            468,057 
                                           ------------       ------------
          Total partners' capital......      68,898,025         67,251,982
                                           ------------       ------------ 
          Total liabilities and
            partners' capital..........    $238,045,410       $304,043,256 
                                           ============       ============

<FN>
                 See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                      RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
<CAPTION>
                                     ASSETS

                                              9/30/95            9/30/96   
                                           -------------      -------------
<S>                                        <C>                <C>
Cash....................................   $    664,115       $  1,243,117 
Subscriber accounts receivable,
  net of allowance for doubtful
  accounts of $275,603 in 1995
  and $337,800 in 1996..................        746,647          1,054,397 
Other receivables.......................      1,363,486          2,156,141 
Prepaid expenses and other..............      1,092,905          1,549,287 
Property, plant and equipment at cost:
  Cable television transmission and 
    distribution systems and related
    equipment...........................     71,917,902        107,194,770 
  Land, building, vehicles and
    furniture and fixtures..............      2,851,055          5,387,434
                                           ------------       ------------ 
                                             74,768,957        112,582,204 
Less accumulated depreciation...........       (669,520)       (11,152,610)
                                           ------------       ------------
          Net property, plant and 
           equipment....................     74,099,437        101,429,594 
Franchise costs and other intangible
  assets, net of accumulated 
  amortization of $1,337,280 in 1995
  and $22,457,616 in 1996...............    163,271,453        196,610,720 
                                           ------------       ------------
         Total assets...................   $241,238,043       $304,043,256 
                                           ============       ============
</TABLE>
<TABLE>
<CAPTION>
                        LIABILITIES AND PARTNERS' CAPITAL
<S>                                        <C>                <C>
Accounts payable and accrued 
  liabilities...........................   $  4,908,531       $  9,298,005 
Subscriber deposits and prepayments.....      1,086,653          1,103,044 
Interest payable........................         59,603          3,286,225 
Deferred taxes payable..................     22,801,000         18,564,000 
Notes payable...........................    138,000,000        200,000,000
                                           ------------       ------------ 
         Total liabilities..............    166,855,787        232,251,274 
Commitments 
Redeemable partners' interests and 
  detachable warrants...................      3,600,000          4,540,000 
Partners' capital (deficit):
  General partner.......................     (1,066,469)        (1,209,872)
  Limited partners......................     71,273,242         67,993,797 
  Preferred equity interest.............        575,483            468,057 
                                           ------------       ------------
         Total partners' capital........     70,782,256         67,251,982 
                                           ------------       ------------
         Total liabilities and partners'
           capital......................   $241,238,043       $304,043,256 
                                           ============       ============

<FN>
                 See accompanying notes to financial statements.<PAGE>
                     RIFKIN ACQUISITION PARTNERS, L.L.L.P.
</TABLE>
<PAGE>
<TABLE>
                CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
<CAPTION>
                                                 Three Months Ended             
                                                    September 30,          
                                            -------------------------------
                                               1995(a)             1996     
                                            ------------       ------------
<S>                                         <C>                <C>
Cash flows from operating activities:
Net loss.................................   $(2,768,186)       $(5,675,496)
Adjustments to reconcile net loss to
  net cash provided by operating
  activities:
    Depreciation and amortization........     6,050,011          9,331,709               
    Amortization of deferred loan cost...        97,457            247,247 
    Loss on disposal of fixed assets.....       131,691            195,360 
    Decrease in subscriber
      accounts receivable................       182,068             30,586 
    Increase in other receivables........    (1,103,971)          (397,101)
    Increase in prepaid 
      expenses and other.................      (255,360)          (554,719)
    Increase in accounts
      payable and accrued liabilities....       827,189            594,690 
    Decrease in subscriber 
      deposits and prepayments...........      (278,119)           (21,922)
    Decrease in deferred taxes payable...      (399,000)          (784,000)
    Increase (decrease) in interest
      payable............................       232,409         (2,893,142)
                                            -----------        -----------      
         Net cash provided by operating 
            activities...................     2,716,189             73,212 

Cash flows from investing activities:
Additions to property, plant and 
  equipment..............................    (1,569,644)        (5,296,563)
Additions to cable television 
  franchises, net of retirements
  and changes in other intangible
  assets.................................       210,789           (210,120)
Net proceeds from the sale of assets.....        13,608             49,883 
                                            -----------        -----------       
        Net cash used in investing                                      
         activities......................    (1,345,247)        (5,456,800)

Cash flows from financing activities:
Proceeds from long-term bank debt........     3,000,000          7,500,000 
Deferred loan costs......................             -            (89,347)
Payments of long-term bank debt..........    (3,000,000)        (2,500,000)
                                            -----------        -----------
        Net cash provided by                  
         financing activities............             -          4,910,653 
                                            -----------        -----------
Net increased (decrease) in cash.........     1,370,942           (472,935)
Cash at beginning of quarter.............     1,290,910          1,716,052 
                                            -----------        -----------
Cash at end of quarter...................   $ 2,661,852        $ 1,243,117 
                                            ===========        ===========
<FN>
(a)  1995 has been reflected on a pro forma basis to account for the recapitalization
discussed in Note 1.


                  See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                               RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                          CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
<CAPTION>
                                                    Nine Months Ended        
                                                      September 30,         
                                                1995(a)           1996
                                              -----------     ------------
<S>                                           <C>             <C>
Cash flows from operating activities:
Net loss....................................  $(8,692,193)    $(15,706,043)
Adjustments to reconcile net loss to
  net cash provided by operating activities:
  Depreciation and amortization.............   18,064,468       25,858,464
  Amortization of deferred loan cost........      306,551          723,313 
  Loss on disposal of fixed assets..........      264,742          784,618 
  Decrease (increase) in subscriber
    accounts receivable.....................      154,252         (169,489)
  Increase in other
    receivables.............................   (1,003,783)        (613,474)
  Increase in prepaid 
    expenses and other......................      (24,843)        (625,058)
  Increase in accounts
    payable and accrued liabilities.........      181,542        3,430,421 
  Increase in subscriber deposits 
    and prepayments.........................       53,571          141,516 
  Decrease in deferred taxes payable........   (1,253,000)      (2,563,000)
  Increase in interest payable..............      429,445        3,194,952 
     Net cash provided by operating           -----------     ------------
       activities...........................    8,480,752       14,456,220 

Cash flows from investing activities:
Acquisition of Mid-Tennessee Systems........            -      (61,804,006)
Acquisition of RCT Systems..................            -      (10,159,342)
Additions to property, plant and 
  equipment.................................   (4,835,159)     (12,392,908)
Additions to cable television 
  franchises, net of retirements
  and changes in other intangible
  assets....................................       29,087         (708,026)
Net proceeds from the sale of assets........       40,521          116,132 
       Net cash used in investing             -----------     ------------
         activities.........................   (4,765,551)     (84,948,150)

Cash flows from financing activities:
Proceeds from issuance of senior 
  subordinated notes........................            -      125,000,000 
Proceeds from long-term bank debt...........    7,000,000       17,000,000 
Deferred loan costs.........................            -       (6,082,973)
Payments of long-term bank debt.............   (9,250,000)     (79,500,000)
Partners' capital contributions.............            -       15,000,000 
       Net cash provided by (used in)         -----------     ------------
         financing activities...............   (2,250,000)      71,417,027 
                                              -----------     ------------
Net increase in cash........................    1,465,201          925,097 
Cash at beginning of period.................    1,196,651          318,020 
                                              -----------     ------------
Cash at end of period.......................  $ 2,661,852     $  1,243,117 
                                              ===========     ============
<FN>
(a)  1995 has been reflected on a pro forma basis to account for the recapitalization    
discussed in Note 1.

                     See accompanying notes to financial statement                           RIFKIN ACQUISITION PARTNERS, L.L.L.P.
</TABLE>
<PAGE>
<TABLE>
                             RIFKIN ACQUISITION PARTNERS, L.P.
                     CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL(DEFICIT)
                                        (UNAUDITED)
                        Three Months Ended September 30, 1995 and 1996
<CAPTION>
                              Preferred 
                               Equity      General       Limited   
                               Interest    Partner       Partners        Total    
                              ---------  ------------  -------------  ------------

Two Months Ended 8/31/95
------------------------
<S>                           <C>        <C>           <C>            <C>              
Beginning balance at 7/1/95.. $      -   $   (604,388) $(89,469,106)  $(90,073,494)
Net loss for the two months
  ended 8/31/95..............        -        (26,903)   (2,663,389)    (2,690,292)
                              ---------   ------------  ------------   ------------
Balance at 8/31/95........... $      -   $   (631,291) $(92,132,495)  $(92,763,786)
                              =========   ============  ============   ===========

One Month Ended 9/30/95
-----------------------

Beginning balance at 9/1/95.. $      -   $        -     $        -    $         - 
Net loss for the one month
  ended 9/30/95..............    (7,629)      (10,899)   (1,071,330)    (1,089,858)
Partnership contributions....   583,112      (605,570)   75,494,572     75,472,114 
Transfer to Redeemable 
  Partners' Interest.........        -       (450,000)   (3,150,000)    (3,600,000)
                              ---------   ------------   -----------   ------------
Balance at 9/30/95........... $ 575,483  $ (1,066,469)  $71,273,242   $ 70,782,256 
                              =========    ===========  ============   ============

Three Months Ended 9/30/96
--------------------------

Beginning Balance at 7/1/96.. $ 502,110   $(1,114,617)  $73,847,985   $ 73,235,478 
Net loss for the three months
  ended 9/30/96..............   (34,053)      (56,755)   (5,584,688)    (5,675,496)
Transfer to Redeemable 
  Partners' Interest.........        -        (38,500)     (269,500)      (308,000)
                              ----------   -----------  ------------   ------------
Balance at 9/30/96........... $ 468,057   $(1,209,872)  $67,993,797   $ 67,251,982 
                              ==========   ===========  ============   ============
<FN>
                  See accompanying notes to financial statement.
</TABLE>
<PAGE>
<TABLE>
                          RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                             RIFKIN ACQUISITION PARTNERS, L.P.
                   CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL(DEFICIT)
                                      (UNAUDITED)
                      Nine Months Ended September 30, 1995 and 1996


<CAPTION>
                               Preferred 
                                Equity      General        Limited    
                               Interest     Partner        Partners        Total
                              ----------   ------------- ------------- ------------
<S>                           <C>          <C>           <C>           <C>
Eight Months Ended 8/31/95
--------------------------
Beginning balance at 1/1/95.. $       -    $  (554,220)  $(84,502,476) $(85,056,696)
Net loss for the eight months                               
  ended 8/31/95..............         -        (77,071)    (7,630,019)   (7,707,090)
                               ---------   ------------  -------------  ------------
Balance at 8/31/95...........         -    $  (631,291)  $(92,132,495) $(92,763,786)
                               =========    ===========   ============  ============


One Month Ended 9/30/95
-----------------------
Beginning balance at 9/1/95.. $       -    $        -    $         -   $         - 
Net loss for the one  month
  ended 9/30/95..............     (7,629)      (10,899)    (1,071,330)   (1,089,858)
Partnership contributions....    583,112      (605,570)    75,494,572    75,472,114 
Transfer to Redeemable 
  Partners' Interest.........         -       (450,000)    (3,150,000)   (3,600,000)
                               ---------    -----------   ------------  ------------
Balance at 9/30/95........... $  575,483   $(1,066,469)  $ 71,273,242  $ 70,782,256 
                               =========    ===========   ============  ============

Nine Months Ended 9/30/96
-------------------------
Beginning balance at 1/1/96.. $  562,293   $(1,085,311)  $ 69,421,043  $ 68,898,025 
Net loss for the nine months 
  ended 9/30/96..............    (94,236)     (157,061)   (15,454,746)  (15,706,043)
Partners' contributions......         -        150,000     14,850,000    15,000,000 
Transfer to Redeemable 
  Partners' Interest.........         -       (117,500)      (822,500)     (940,000)
                               ---------    -----------   ------------  ------------
Balance at 9/30/96........... $  468,057   $(1,209,872)  $ 67,993,797  $ 67,251,982 
                               =========    ===========   ============  ============

<FN>
                       See accompanying notes to financial statement.
</TABLE>
<PAGE>
                    RIFKIN ACQUISITION PARTNERS, L.L.L.P.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   GENERAL INFORMATION AND TRANSFER OF NET ASSETS

Rifkin Acquisition Partners, L.P. ("RAP L.P.") was formed on December
16, 1988, pursuant to the laws of the State of Colorado, for the purpose
of acquiring and operating cable television (CATV) systems.  On
September 1, 1995, RAP L.P. registered as a limited liability limited
partnership, Rifkin Acquisition Partners, L.L.L.P. (the "Partnership"),
pursuant to the laws of the State of Colorado.  Rifkin Acquisition
Management, L.P., was the general partner of RAP L.P. and is the general
partner of the Partnership ("General Partner").  The Partnership and its
subsidiaries are hereinafter referred to on a consolidated basis as the
"Company."

The Partnership operates under a limited liability limited partnership
agreement (the "Partnership Agreement") which establishes contribution
requirements, enumerates the rights and responsibilities of the partners
and advisory committee, provides for allocations of income, losses and
distributions, and defines certain items relating thereto.

On September 1, 1995, unrelated third party investors purchased the
interest of certain limited partners in RAP L.P. and contributed
additional equity for an approximate 89% limited partner interest.  In
addition, existing RAP L.P. limited and general partner interests were
carried over and additional equity contributed for 10% and 1%,
respectively (the "Carryover Interests").  Further, on September 1,
1995, RAP L.P. was renamed Rifkin Acquisition Partners, L.L.L.P. and a
new basis of accounting was established.

This form 10-Q is being filed in conformity with the SEC requirements
for unaudited consolidated financial statements for the Company and does
not contain all of the necessary footnote disclosures required for a
fair presentation of the balance sheets, statements of operations, of
partners' capital(deficit), and of 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 Company's
consolidated financial position at September 30, 1996, and its
consolidated results of operations and cash flows for the three months
and nine months ended September 30, 1995 and 1996.  As a result of the
recapitalization of the Company, the consolidated statements of
operations and cash flows for the three months and nine months ended
September 30, 1995 are shown on a pro forma basis to reflect the
recapitalization as if it had occurred on December 31, 1994.  The
consolidated financial statements should be read in conjunction with the
Company's annual consolidated financial statements and notes thereto
included on Form S-1, No. 333-3084, for the year ended December 31,
1995.  The results of operations for the three months and nine months
ended September 30, 1996 may not be indicative of the results for the
year ending December 31, 1996.  


2.    ACQUISITION OF CABLE PROPERTIES

On March 1, 1996, the Company acquired certain cable operating assets
("Mid-Tennessee Systems") from Mid-Tennessee CATV, L.P., and on April 1,
1996 acquired certain cable operating assets ("RCT Systems") from Rifkin
Cablevision of Tennessee, Ltd.  Both Mid-Tennessee CATV, L.P. and Rifkin
Cablevision of Tennessee, Ltd. are affiliates of the General Partner. 
The acquisition costs were funded by $15 million of additional partner
contributions and the remainder from a portion of the proceeds received
from the issuance of $125 million of 11 1/8% Senior Subordinated Notes
due 2006 (see note 3).

The acquisitions were accounted for using the purchase method of
accounting. The results of operations of the Mid-Tennessee Systems have
been included in the consolidated financial statements since March 1,
1996, and the results of the RCT Systems have been included in the
consolidated financial statements since April 1, 1996.  The purchase
price of each was allocated, based on estimated fair values from an
independent appraisal, to property, plant and equipment and franchise
cost as follows (dollars in thousands):

                                           Mid-Tennessee          RCT  
                                              Systems           Systems
                                           --------------       -------
  Cash paid..............................     $61,715           $ 9,756
  Acquisition costs (appraisal, transfer
  fees, and other direct costs)..........          92                27
  Working capital assumed................          (3)              376
                                              -------           -------
  Total acquisition cost.................     $61,804           $10,159
                                              =======           =======
  Allocation:
  Property, plant and equipment..........     $18,046            $5,986
  Franchise cost and other intangible 
  assets.................................      43,758             4,173
                                              -------           -------
  Total cost allocated...................     $61,804           $10,159
                                              =======           =======

2.   ACQUISITION OF CABLE PROPERTIES (continued)

The following unaudited pro forma information presents a summary of
consolidated results of operations for the Company as if the Mid-Tennessee
and RCT Systems acquisition had occurred at the beginning of 1995, with
pro forma adjustments to show the effect on depreciation and amortization
for the acquired assets, management fees on additional revenues and
interest expense on additional debt (dollars in thousands): 

                          Three Months Ended          Nine months Ended
                              September 30                September 30   
                         ---------------------        -----------------
                           1995         1996            1995       1996  
                         ---------------------        -----------------
   Total revenues....... $16,651       $18,645        $48,518   $55,492
     Net Loss...........  (6,430)      (5,675)        (18,942)  (16,632)

The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Mid-Tennessee Systems
and the RCT Systems actually been acquired on January 1, 1995.


3.  Senior Subordinated Notes

On January 26, 1996, the Company and its wholly-owned subsidiary, Rifkin
Acquisition Capital Corp (RAC), co-issued a $125 million aggregate
principal amount of 11 1/8% Senior Subordinated Notes ("the Notes") to
institutional investors.  On May 13, 1996, these notes were registered
with the Securities and Exchange Commission.  The note exchange was
completed on June 18, 1996.  Interest on the Notes is payable in cash,
semi-annually on January 15 and July 15 of each year, commencing on July
15, 1996.  The Notes, which mature on January 15, 2006, can be redeemed in
whole or in part, at the Issuers' option, at any time on or after January
15, 2001, at redeemable prices contained in the Notes plus accrued
interest.  In addition, at any time on or prior to January 15, 1999, the
Issuers, at their option, may redeem up to 25% of the principle amount of
the notes issued to institutional investors of not less than $25 million. 
At September 30, 1996, the Senior Subordinated Notes had a balance of $125
million.
<TABLE>
                        RIFKIN ACQUISITION CAPITAL CORP.
                           BALANCE SHEET (UNAUDITED)
                              September 30, 1996

<CAPTION>
                                     ASSETS
                                     ------
<S>                                                                      <C>
Cash................................................................     $1,000
                                                                         ------
      Total Assets..................................................     $1,000
                                                                         ======

                              STOCKHOLDER'S EQUITY
                              --------------------

Stockholder's Equity
      Common Stock; $1.00 par value; 10,000 shares authorized, 
        1000 shares issued and outstanding..........................     $1,000
                                                                         ------
          Total Stockholder's equity................................     $1,000
                                                                         ======
<FN>
                 See accompanying notes to financial statements.
</TABLE>
<PAGE>
                     RIFKIN ACQUISITION CAPITAL CORP.
                        NOTES TO BALANCE SHEET


1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION

Rifkin Acquisition Capital Corp. ("RAC"), a Colorado corporation, was
formed on January 24, 1996, as a wholly-owned subsidiary of Rifkin
Acquisition Partners, L.L.L.P. (the "Partnership") for the purpose of co-
issuing, with the Partnership, $125.0 million in Senior Subordinated Notes
("the Notes") used to repay advances under the Partnership's term debt and
to fund the Partnership's expected acquisitions of certain cable
television systems.  Although the Notes were structured to be co-issued,
Notes were not issued by RAC.  RAC does not and is not expected to have
operations other than that which is related to its purpose as co-issuer.<PAGE>
            ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS


In August 1995, Rifkin Acquisition Partners, L.L.L.P. (the "Company")
effected a recapitalization in which a group led by VS&A Communications
Partners II, L.P. and further comprised of Greenwich Street (RAP) Partners
I, L.P., IEP Holdings I LLC and Paine Webber Capital, Inc. acquired the
interests of certain limited partners in Rifkin Acquisition Partners, L.P.
(the "Predecessor").  Concurrently, all of the Predecessor's debt was
repaid and the Company entered into a new credit agreement (the "Credit
Agreement") with a syndicate of banks.  In addition, in January 1996, the
Company completed the issuance of $125 million of 11 1/8% Senior
Subordinated Notes due 2006 ("Notes") and amended its Credit Agreement to
provide ongoing borrowing availability, including availability to finance
acquisitions.

The recapitalization was accounted for using the purchase method of
accounting, resulting in the restatement of the Company's assets and
liabilities to fair market value as of September 1, 1995.  In the
discussion of operations which follows, the Company's results of
operations for the three months and nine months ended September 30, 1995
are reflected on a pro forma basis to account for the recapitalization as
if it had occurred on December 31, 1994.

          Three months ended September 30, 1996 compared to 
           pro forma three months ended September 30, 1995

Revenue increased 46.2%, or approximately $5.9 million, to approximately
$18.6 million for the three months ended September 30, 1996 from
approximately $12.8 million for the three months ended September 30, 1995. 
This increase resulted from the following:  (a) approximately $1.5 million
from growth in basic customers and increases in basic and tier rates, (b)
approximately $3.3 million in total revenue as a result of the March 1,
1996 acquisition of cable systems serving Hickory Hill, Lebanon and
McMinnville, Tennessee (the "Mid-Tennessee Acquisition"), and (c)
approximately $1.1 million in total revenue as a result of the April 1,
1996 acquisition of cable systems serving Fayetteville, Lawrenceburg and
Pulaski, Tennessee (the "RCT Acquisition").  Basic customers increased
40.6% to approximately 183,000 at September 30, 1996 from approximately
130,300 at September 30, 1995.  This increase was attributable to the
approximate 33,500 customers acquired in the Mid-Tennessee Acquisition,
the approximate 12,200 customers acquired in the RCT Acquisition, along
with the continued growth in the Georgia (4,600) and Tennessee (1,100)
systems.  Average monthly revenue per customer increased 3.2% from $33.05
for the three months ended September 30, 1995 to $34.12 for 1996.  Premium
service units increased 33.9% to 107,300 as of September 30, 1996, from
80,100 as of September 30, 1995, largely as a result of the Mid-Tennessee
Acquisition (20,900) and the RCT Acquisition (6,900).  The Company's
premium penetration decreased to 58.6% from 61.5% between the comparable
periods in 1996 and 1995 due mainly to decreased premium penetrations in
Tennessee as a result of moving the Disney Channel from premium to tier in
certain of its systems.

Operating expense, which includes costs related to technical personnel,
franchise fees and repairs and maintenance, increased 54.0%, or
approximately $1.0 million to approximately $2.7 million for the three
months ended September 30, 1996 from approximately $1.7 million in 1995,
and increased as a percentage of revenue to 14.5% from 13.7%. 
Approximately $500,000 and $200,000 of the increase relates to the
operating expense of the acquired systems in the Mid-Tennessee Acquisition
and RCT Acquisition, respectively.

Programming expense, which includes costs related to basic, tier and
premium services, increased 48.8%, or approximately $1.3 million, to
approximately $3.8 million for the three months ended September 30, 1996
from approximately $2.6 million for the three months ended September 30,
1995, and increased as a percentage of revenue to 20.6% from 20.2%. 
Approximately $700,000 and $300,000 of the increase relates to the
programming expenses of the acquired systems in the Mid-Tennessee
Acquisition and RCT Acquisition, respectively.

Selling, general and administrative expense, which includes expenses
related to on-site office and customer-service personnel, customer billing
and postage and marketing, increased 60.6%, or approximately $1.1 million
to approximately $2.9 million for the three months ended September 30,
1996 from $1.8 million for the same period in 1995.  As a percentage of
revenue, selling, general and administrative expense increased to 15.5%
for the three months ended September 30, 1996 from 14.2% for the same
period in 1995.  Approximately $200,000 of the increase resulted from the
provision for the management incentive plan which became effective January
1, 1996 and approximately $100,000 of the increase resulted from increases
in personnel and related benefits costs, as well as increased customer
billing costs, while approximately $500,000 and $200,000 related to the
selling, general and administrative expense of the acquired systems in the
Mid-Tennessee Acquisition and RCT Acquisition, respectively.

Depreciation and amortization expense of approximately $9.3 million for
the three months ended September 30, 1996 increased approximately $3.3
million from pro forma depreciation and amortization expense for the same
period in 1995.  The increases in depreciation resulted primarily from
increases of approximately $1.6 million in the third quarter of 1995 and
approximately $5.3 million in the comparable period in 1996 in property,
plant and equipment.  The increases in amortization expense resulted
primarily from the additional amortization related to the Mid-Tennessee
Acquisition and RCT Acquisition, respectively.  As a percentage of
revenue, depreciation and amortization expenses increased to 50.0% in the
third quarter of 1996 from 47.4% in the comparable period in 1995.

Management fees, equal to 3.5% of gross revenue, increased to
approximately $700,000 in the third quarter of 1996 from pro forma 
management fees of approximately $400,000 in the comparable period of
1995, due to the increase in the Company's revenue as a result of rate
increases as well as the Mid-Tennessee Acquisition and RCT Acquisition,
respectively.

The loss on disposal of assets, primarily the write-off of replaced house
drops and rebuilt trunk and distribution equipment, increased to
approximately $200,000 in the third quarter of 1996 from approximately
$100,000 in the third quarter of 1995.

Interest expense in the third quarter of 1996 increased by approximately
$2.3 million or 73.9% over pro forma interest for the same period in 1995
and  increased as a percentage of revenue from 24.8% to 29.5%.  Interest
expense was based on an average debt balance of $199.0 million with an
average interest rate of 11.1% and an average debt balance $138.0 million
with an average interest rate of 9.2% for the third quarters of 1996 and
1995, respectively. This increase was primarily a result of the issuance
of the Notes on January 26, 1996 with proceeds being held in escrow until
March 1, 1996, pending the completion of the Mid-Tennessee Acquisition. 
The release of the Note proceeds from escrow  resulted in the reduction of
the revolver portion of the Credit Agreement by approximately $66.0
million.

The Company is a "pass-through" entity for income tax purposes.  All
income or loss flows through to the partners of the Company in accordance
with the Partnership Agreement.  An income tax benefit of approximately
$800,000 was recorded for the three months ended September 30, 1996 
compared to an income tax benefit of approximately $400,000 for the
comparable period in 1995 on a pro forma basis and relates to deferred
income taxes recorded as a result of the non-cash tax liability of the
Company's corporate subsidiaries in conjunction with the application of
Financial Accounting Standard No. 109 (FAS 109), "Accounting for Income
Taxes."

As a result of the factors discussed above, net loss increased 105.0%, or
approximately $2.9 million in the three months ended September 30, 1996
compared to the comparable period of 1995.

Adjusted EBITDA, defined as income (loss) before interest expense, income
taxes, depreciation and amortization, loss on disposal of assets, non-
recurring interest income (related to the escrowed Notes proceeds) and the
non-cash provision for the management incentive plan increased 41.6%, or
approximately $2.6 million, to approximately $8.7 million in 1996 from a
pro forma $6.2 million in 1995.  As a percentage of revenue, Adjusted
EBITDA decreased to 46.9% in the third quarter of 1996 from 48.4% in the
comparable period in 1995 as the impact of the Company's percentage
expense growth out paced the percentage revenue growth.  Industry analysts
generally consider Adjusted EBITDA to be an appropriate measure of the
performance of multi-channel television operations.  Adjusted EBITDA is
not presented in accordance with generally accepted accounting principles
and should not be considered an alternative to, or more meaningful than,
operating income or operating cash flow as an indication of the Company's
operating performance.

           Nine months ended September 30, 1996 compared to
            pro forma nine months ended September 30, 1995

Revenue increased 41.1% or approximately $15.3 million, to approximately
$52.4 million for the nine months ended September 30, 1996 from
approximately $37.2 million for the nine months ended September 30, 1995. 
This increase resulted from the following:  (a) approximately $5.1 million
from growth in basic customers and increases in basic and tier rates, (b)
approximately $7.5 million as a result of the March 1, 1996 Mid-Tennessee
Acquisition, (c) approximately $2.1 million as a result of the April 1,
1996 RCT Acquisition, and (d) approximately $600,000 in non-recurring
interest income related to the escrowed  Notes proceeds.  Basic customers
increased 40.6% to approximately 183,100 at September 30, 1996 from
approximately 130,300 at September 30, 1995.  This increase was
attributable to the approximate 33,500 customers acquired in the Mid-
Tennessee Acquisition, the approximate 12,200 customers acquired in the
RCT Acquisition, along with the continued growth in the Georgia (4,600)
and Tennessee (1,100) systems.  Average monthly revenue per customers
increased 13.8% from $32.47 for the nine months ended September 30, 1995
to $36.94 for 1996.  Premium service units increased 33.9% to 107,300 as
of September 30, 1996 from 80,100 as of September 30, 1995, largely as a
result of the Mid-Tennessee Acquisition (20,900)and the RCT Acquisition
(6,900).  The Company's premium penetration decreased to 58.6% from 61.5%
between comparable periods in 1996 and 1995 due mainly to decreased
premium penetrations in Tennessee as a result of moving the Disney Channel
from premium to tier in certain of its systems.

Operating expense, which includes costs related to technical personnel,
franchise fees and repairs and maintenance, increased 42.9%, or
approximately $2.3 million to approximately $7.6 million for the nine
months ended September 30, 1996 from approximately $5.3 million in 1995, 
and increased as a percentage of revenue to 14.5% from 14.3%. 
Approximately $1.1 million and $300,000 of the increase relates to the
operating expense of the acquired systems in the Mid-Tennessee Acquisition
and RCT Acquisition, respectively.

Programming expense, which includes costs related to basic, tier and
premium services, increased 43.5%, or approximately $3.3 million, to
approximately $10.8 million for the nine months ended September 30, 1996
from approximately $7.5 million for the nine months ended September 30,
1995, and increased as a percentage of revenue to 20.6% from 20.3%.  The
respective approximate amounts of $1.5 million and $600,000 of the
increase relates to the programming expenses of the acquired systems in
the Mid-Tennessee Acquisition and RCT Acquisition, respectively.

Selling, general and administrative  expense, which includes expenses
related to on-site office and customer-service personnel, customer billing
and postage and marketing, increased 50.0%, or approximately $2.6 million,
to approximately $7.7 million for the nine months ended September 30, 1996
from $5.2 million for the same period in 1995.  As a percentage of
revenue, selling, general and administrative expense increased to 14.8%
for the nine months ended September 30, 1996 from 13.9% for the same
period in 1995.  Approximately $500,000 of the increase resulted from the
provision for the management incentive plan which became effective January
1, 1996 and approximately $300,000 of the increase resulted from increases
in personnel and related benefits costs, while approximately $1.1 million
and $400,000, related to the selling, general and administrative expense
of the acquired systems in the Mid-Tennessee Acquisition and RCT
Acquisition, respectively.

Depreciation and amortization expense of approximately $25.9 million for
the nine months ended September 30, 1996 increased approximately $7.8
million from pro forma depreciation and amortization expense for the same
period in 1995.  The increases in depreciation resulted primarily from
increases of approximately $4.8 million in the first nine months of 1995
and approximately $12.4 million in the comparable period in 1996 in
property, plant and equipment.  The increases in amortization expense
resulted primarily from the additional amortization related to the Mid-
Tennessee Acquisition and RCT Acquisition.  As a percentage of revenue,
depreciation and amortization expenses increased to 49.3% in the first
nine months of 1996 from 48.6% in the comparable period in 1995.

Management fees, equal to 3.5% of gross revenue, increased to
approximately $1.8 million in the first nine months of 1996 from pro forma
management fees of approximately $1.3 million in the comparable period of
1995, due to the increase in the Company's revenue as a result of rate
increases as well as the Mid-Tennessee Acquisition and RCT Acquisition.

The loss on disposal of assets, primarily the write-off of replaced house
drops and rebuilt trunk and distribution equipment, increased to
approximately $800,000 in the first nine months of 1996 from approximately
$300,000 in the first nine months of 1995.

Interest expense in the first nine months of 1996 increased by
approximately $6.6 million or 69.9% over pro forma interest for the same
period in 1995 and increased as a percentage of revenue from 25.5% to
30.7%.  Interest expense was based on an average debt balance of
approximately $204.2 million with an average interest rate of 10.5% and an
average debt balance of $138.0 million with an average interest rate of
9.2% for the first nine months of 1996 and 1995, respectively.  This
increase was primarily a result of the issuance of the Notes on January
26, 1996 with proceeds being held in escrow until March 1, 1996, pending
the completion of the Mid-Tennessee Acquisition.  The release of the Note
proceeds from escrow resulted in the reduction of the revolver portion of
the Credit Agreement by approximately $66.0 million.

The Company is a "pass-through" entity for income tax purposes.  All
income or loss flows through to the partners of the Company in accordance
with the Partnership Agreement.  An income tax benefit of approximately
$2.6 million was recorded for the nine months ended September 30, 1996
compared to an income tax benefit of approximately $1.3 million for the
comparable period in 1995 on a pro forma basis and relates to deferred
income taxes recorded as a result of the non-cash tax liability of the
Company's corporate subsidiaries in conjunction with the application of
Financial Accounting Standard No. 109 (FAS 109), "Accounting for Income
Taxes."

As a result of the factors discussed above, net loss increased 80.7%, or
approximately $7.0 million in the nine months ended September 30, 1996
compared to the comparable period of 1995.

Adjusted EBITDA, defined as income (loss) before interest expense, income
taxes, depreciation and amortization, loss on disposal of assets, non-
recurring interest income (related to the escrowed Notes proceeds) and the
non-cash provision for the management incentive plan increased 36.9%, or
approximately $6.6 million, to approximately $24.4 million in 1996 from a
pro forma $17.9 million in 1995.  As a percentage of revenue, Adjusted
EBITDA decreased to 46.6% in the first nine months of 1996 from 48.1% in
the comparable period in 1995 as the impact of the Company's percentage
expense growth slightly out paced the percentage revenue growth.  Industry
analysts generally consider Adjusted EBITDA to be an appropriate measure
of the performance of multi-channel television operations.  Adjusted
EBITDA is not presented in accordance with generally accepted accounting
principles and should not be considered an alternative to, or more
meaningful than, operating income or operating cash flow as an indication
of the Company's operating  performance.

LIQUIDITY AND CAPITAL RESOURCES

The Company has relied upon cash generated by operations, borrowing and
equity contributions to fund capital expenditures and acquisitions,
service its indebtedness and finance its working capital needs.  During
the comparable three month periods ended September 30, 1996 and 1995, net
cash provided by operations (including changes in working capital)  of the
Company was approximately $100,000 and $2.7 million, respectively.  During
the comparable nine month periods ended September 30, 1996 and 1995, net
cash provided by operations (including changes in working capital) of the
Company was approximately $14.5 million and $8.5 million, respectively.

From December 31, 1995, the Company's available cash increased from
approximately $300,000 to approximately $1.2 million.  For the same
comparable dates, accounts payable and accrued liabilities increased by
approximately $3.4 million to approximately $9.3 million, due primarily to
the liabilities and accruals related to the systems acquired in the Mid-
Tennessee and RCT Acquisitions.  Interest payable increased from
approximately $100,000 to approximately $3.3 million for the same
comparable dates due primarily to the increased debt level as well as the
effect of the timing of payments.  Also, for the same comparable dates,
deferred taxes payable decreased approximately $2.6 million to
approximately $18.6 million as a result of differences in book and tax
depreciation and amortization lives and methods.  Notes payable increased
by $62.5 million from December 31, 1995 to September 30, 1996 due to the
January 26, 1996 issuance of the Notes offset by the paydown of the
revolver portion of the Credit Agreement.

In order to improve liquidity and increase financial flexibility, the
Company completed its recapitalization in August 1995.  In connection with
the recapitalization, the Company obtained $41.6 million in new equity,
made initial borrowings of $138 million under the Credit Facility and
assumed $3 million of subordinated debt.  The proceeds of such debt and
equity financings were used to refinance or repay all of the Company's
indebtedness and provide ongoing liquidity for the Company.

Additionally, in conjunction with the issuance of the Notes, the partners
of the Company contributed an additional $15 million of equity.

The Company has increased its total consolidated debt to $200 million as
of September 30, 1996 from $137.5 million at December 31, 1995.  The
Company has unused commitments under the Amended and Restated Credit
Agreement of $73.0 million, $13.0 million of which is available for
general corporate purposes.  Access to the remaining $60 million of
availability under the Amended and Restated Credit Agreement for general
corporate purposes or Permitted Acquisitions (as defined in the Amended
and Restated Credit Agreement) is subject to the Company's compliance with
all covenants in such facility and the Company's Total Funded Debt Ratio
(defined as the ratio of funded indebtedness of the Company to annualized
Adjusted EBITDA based on the most recent quarter) being below 6.25x.  As
of September 30, 1996, the Company's Total Funded Debt Ratio was 5.75. 
Interest payments on the Notes and interest and principal payments under
the Amended and Restated Credit Agreement represent significant liquidity
requirements for the Company.  The Amended and Restated Credit Agreement
provides for two term loan facilities in a total amount of $65 million. 
Term Loan A in the amount of $25 million, matures on March 31, 2003 and
begins amortizing on March 31, 2000.  Term Loan B in the amount of $40
million, matures March 31, 2004 and begins amortizing March 31, 2002.  The
Amended and Restated Credit Agreement also provides for an $80 million
reducing revolving facility with a final maturity date of March 31, 2003. 
The revolving facility will be subject to permanent annual commitment
reductions commencing in 1997.  Borrowings under the Amended and Restated
Credit Agreement will bear interest at floating rates and will require
interest payments on various dates depending upon the interest rate
options selected by the Company.

In addition to its debt service obligations, the Company will require
liquidity for capital expenditures and working capital needs.  The cable
television business requires substantial financing for construction,
expansion and maintenance of plant and the Company has committed
substantial capital resources to (i) expand its cable systems; (ii)
conduct routine replacement of cable television plant; and (iii) increase
the channel capacity of certain systems.

The Company expects that cash flow from operating activities and available
borrowings will be sufficient to meet its debt service obligations,
anticipated capital expenditure requirements and working capital needs for
the next twelve months, as well as through the maturity date of the Notes.

The Amended and Restated Credit Agreement and the Indenture restrict,
among other things, the Company's and the Subsidiary Guarantors' ability
to incur additional indebtedness, incur liens, pay distributions or make
certain other restricted payments, consummate certain asset sales, enter
into certain transactions with affiliates, merge or consolidate with any
other person or sell, assign, transfer, lease, convey or otherwise dispose
of all or substantially all of the assets of the Company.  The Amended and
Restated Credit Agreement also requires the Company to maintain specified
financial ratios and satisfy certain financial condition tests.  The
obligations under the Amended and Restated Credit Agreement are secured by
(i) a pledge of all of the equity interest of the Company's subsidiaries
and (ii) subject to certain exceptions, a perfected first priority
security interest in all tangible and intangible assets.



<PAGE>
                                PART II.  OTHER INFORMATION
 
ITEM 5.   Other Information
          -----------------
<PAGE>
<TABLE>
                           RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                          REVENUE AND OPERATING CASH FLOW REPORT
                                        (UNAUDITED)
                      Three Months Ended September 30, 1995 and 1996

<CAPTION>
REVENUES:
                                                 1995                 1996    
                                             -----------          ------------
<S>                                          <C>                   <C>
   Georgia................................   $ 5,105,028           $ 5,820,814
   Illinois...............................     2,244,841             2,342,937 
   Michigan...............................       970,607             1,064,640 
   RTL-Tennessee..........................     4,432,335             5,021,119 
   RAP-Tennessee.(3)......................             -             4,363,337 
   Other(2)...............................           556                32,902 
                                             -----------           -----------
      Total...............................   $12,753,367           $18,645,749 
                                             ===========           ===========
OPERATING CASH FLOW(1):

   Georgia................................   $ 2,700,304           $ 3,005,628 
   Illinois...............................     1,072,923             1,208,603 
   Michigan...............................       441,768               540,109 
   RTL-Tennessee..........................     2,404,582             2,580,686 
   RAP-Tennessee.(3)......................             -             2,046,377 
   Other..................................         4,004                15,272 
                                             -----------           -----------
      Total...............................   $ 6,623,581           $ 9,396,675 
                                             ===========           ===========
OPERATING CASH FLOW AS A PERCENT OF REVENUES:

   Georgia................................        52.9 %                51.6 % 
   Illinois...............................        47.8 %                51.6 % 
   Michigan...............................        45.5 %                50.7 % 
   RTL-Tennessee..........................        54.3 %                51.4 % 
   RAP-Tennessee.(3)......................           -                  46.9 % 

      Total (excluding other).............        51.9 %                50.4 % 
<FN>
(1)  Excludes management fee expense of $446,340 and $652,602 and net losses related to
the disposition of certain plant assets of $131,691 and $195,360 for the three months
ended September 30, 1995 and 1996, respectively, and non-cash management incentive plan
expense of $174,999 for the three months ended September 30, 1996.

(2)  Principally interest income. 

(3)  Activity relates to the Mid-Tennessee Systems acquired on March 1, 1996 and the RCT
Systems acquired on April 1, 1996.

</TABLE>
<PAGE>
<TABLE>


                          RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                         REVENUE AND OPERATING CASH FLOW REPORT
                                       (UNAUDITED)
                      Nine Months Ended September 30, 1995 and 1996

<CAPTION>
REVENUES:
                                                 1995                  1996   
                                             -----------           -----------
<S>                                          <C>                   <C>
   Georgia................................   $14,602,144           $16,948,578
   Illinois...............................     6,607,688             7,081,187 
   Michigan...............................     2,867,883             3,163,046 
   RTL-Tennessee..........................    13,076,758            14,883,618 
   RAP-Tennessee.(3)......................             -             9,670,118 
   Other(2)...............................         2,512               685,589 
                                             -----------           ===========
      Total...............................   $37,156,985           $52,432,136 
                                             ===========           ===========
OPERATING CASH FLOW(1):

   Georgia................................   $ 7,439,541           $ 8,694,950 
   Illinois...............................     3,357,535             3,549,816 
   Michigan...............................     1,382,824             1,576,670 
   RTL-Tennessee..........................     7,033,049             7,818,369 
   RAP-Tennessee.(3)......................             -             4,537,642 
   Other..................................       (55,615)              639,963 
                                             -----------           -----------
      Total...............................   $19,157,334           $26,817,410 
                                             ===========           ===========
OPERATING CASH FLOW AS A PERCENT OF REVENUES:

   Georgia................................        50.9 %                51.3 % 
   Illinois...............................        50.8 %                50.1 % 
   Michigan...............................        48.2 %                49.8 % 
   RTL-Tennessee..........................        53.8 %                52.5 % 
   RAP-Tennessee.(3)......................           -                  46.9 % 

      Total (excluding other).............        51.7 %                50.6 % 
<FN>
(1)  Excludes management fee expense of $1,300,374 and $1,815,516 and net losses related
to the disposition of certain plant assets of $264,742 and $784,618 for the nine months
ended September 30, 1995 and 1996, respectively, and non-cash management incentive plan
expense of $524,997 for the nine months ended September 30, 1996.

(2)  Principally interest income. In addition, 1996 includes interest income from Senior
Subordinated Notes proceeds held in escrow from January 31, 1996 through March  1, 1996,
totalling $560,265.

(3)  Activity relates to the Mid-Tennessee Systems acquired on March 1, 1996 and the RCT
Systems acquired on April 1, 1996.
</TABLE>
<PAGE>
                             SIGNATURES


Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of Denver, State of Colorado, as of November 14, 1996.           


                          RIFKIN ACQUISITION PARTNERS, L.L.L.P.

                          By:  Rifkin Acquisition Management, L.P.
                               a Colorado limited partnership, its
                               general partner

                            By:  RT Investments Corp., a Colorado
                                 corporation, its general partner

                          By:  /s/ Dale D. Wagner
                              ____________________________________ 
                                   Dale D. Wagner
                                   Its:  Vice President & Assistant
                                   Treasurer (Principal Financial
                                   Officer)