UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                                    
                     ------------------------------
                               FORM 10-Q          
                       --------------------------
                                    
     (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, 1997 or

                    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:  (S-1) 333-3084

                               
                               
                        RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                        RIFKIN ACQUISITION CAPITAL CORP.
        (Exact name of registrant as specified in its charter.)

                                                
             Colorado                   84-1317717
             Colorado                   84-1341424

     (State of Incorporation)(I.R.S. Employer Identification No.)
                                             

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

(Address of principal executive offices)(zip code)


             Registrant's Telephone Number:  (303) 333-1215
                                    
                                    
     Indicated by check mark 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    X     No         


<PAGE>
                  RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                                    
                                    
                                  INDEX
                                    
                                    
                                                            Page Number
                                                            -----------
Part I.  Financial Information:

Item 1.  Financial Statements:

Rifkin Acquisition Partners, L.L.L.P.

        a. Pro Forma Consolidated Statement of Operations..      3

        b. Consolidated Balance Sheet......................      4

        c. Consolidated Statement of Cash Flows............      6

        d. Consolidated Statement of Partners' Capital
           (Deficit).......................................      7  

        e. Notes to Consolidated Financial Statements......      8

Rifkin Acquisition Capital Corp.

         a. Balance Sheet...................................     10

         b. Notes to Balance Sheet..........................     11

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

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..........      16

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

Signatures..................................................     17
<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

           RIFKIN ACQUISITION PARTNERS, L.L.L.P.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>
                                 
                                               Three Months Ended     
                                                  March 31,         
                                          -----------------
---------
                                               1997        1996    
                                          -----------    -----------
<S>                                       <C>            <C>
Revenue:
Service................................   $18,301,175    $14,070,866 
Installation and other.................     1,035,154      1,411,864
                                          -----------    ----------- 

     Total revenue                         19,336,329     15,482,730 

Costs and Expenses:
Operating Expense......................     3,475,763      2,210,856 
Programming Expense....................     4,208,390      3,108,977 
Selling, general and administrative
  expense..............................     2,537,871      2,079,253 
Depreciation and amortization..........     9,528,188      7,286,183 
Management Fees........................       676,771        522,286 
Loss on disposal of assets.............       129,003        140,245 
                                          -----------    -----------

     Total costs and expenses.........     20,555,986     15,347,800 
                                          -----------    -----------

Operating income (loss)                    (1,219,657)       134,930 
Interest expense.......................     5,566,182      5,153,044 
                                          -----------    -----------

Loss before income taxes                   (6,785,839)    (5,018,114)
Income tax benefit.....................      (788,000)      (845,000)
                                          -----------    -----------

Net loss...............................   $(5,997,839)   $(4,173,114)
                                          ===========    ===========

Adjusted EBITDA........................   $ 8,602,534    $ 7,166,093 
                                          ===========    ===========
<FN>             
             See accompanying notes to financial statements.                  
</TABLE>
<PAGE>
<TABLE>
                  RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                 CONSOLIDATED BALANCE SHEET (UNAUDITED)
<CAPTION>

ASSETS
------
                                             March 31,      December 31, 
                                               1997             1996     
                                           ------------     ------------
<S>                                        <C>              <C>
Cash...................................     $ 1,035,374     $  1,387,232
Subscriber accounts receivable,
  net of allowance for doubtful
    accounts of $362,904 in 1997
    and $381,197 in 1996...............       1,015,106        1,184,074 
Other receivables......................       2,283,356        2,622,375 
Prepaid expenses and other.............       1,727,899        1,776,272 
Property, plant and equipment at cost:
  Cable television transmission and 
   distribution systems and related
   equipment..........................      116,444,367      110,600,391 
  Land, building, vehicles and
   furniture and fixtures.............        6,131,187        5,726,169 
                                           ------------     ------------
                                            122,575,554      116,326,560 
Less accumulated depreciation..........     (17,557,294)     (14,264,937)
                                           ------------     ------------
     Net property, plant and equipment      105,018,260      102,061,623 
  Franchise costs and other intangible
    assets, net of accumulated 
   amortization of $35,288,193 in 1997
   and $28,849,916 in 1996.............     184,404,499      190,801,885 
                                           ------------     ------------
         Total assets.................     $295,484,494     $299,833,461 
                                           ============     ============


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

Accounts payable and accrued
  liabilities..........................    $ 10,274,534     $  9,937,238 
Subscriber deposits and prepayments....       1,353,094        1,272,279 
Interest payable.......................       3,303,022        6,784,261 
Deferred taxes payable.................      16,685,000       17,473,000 
Notes payable..........................     204,000,000      198,500,000 
                                           ------------     ------------
        Total liabilities.............      235,615,650      233,966,778 
Commitments (Note 7)
  Redeemable partners' interests.......       6,606,080        4,861,840 
Partners' capital (deficit)
  General partner......................      (1,587,362)      (1,309,354)
  Limited partners.....................      54,453,608       61,881,692 
  Preferred equity interest............         396,518          432,505 
                                           ------------     ------------
         Total partners' capital......       53,262,764       61,004,843 
                                           ------------     ------------
         Total liabilities and
           partners' Capital..........     $295,484,494     $299,833,461 
                                           ============     ============
<FN>
             See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                   RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                 CONSOLIDATED BALANCE SHEET (UNAUDITED)
<CAPTION>                                    
                                    
ASSETS
------
                                                 March 31,      March 31,  
                                                   1997           1996     
                                              -------------   ------------
<S>                                           <S>             <S>
Cash....................................       $  1,035,374   $  6,166,666
Subscriber accounts receivable,
 net of allowance for doubtful
 accounts of $362,904 in 1997
 and $338,020 in 1996..................           1,015,106        994,884 
Other receivables.......................          2,283,356      1,502,296 
Prepaid expenses and other..............          1,727,899      1,266,788 
Property, plant and equipment at cost:
 Cable television transmission and 
   distribution systems and related
   equipment...........................         116,444,367     93,695,252 
 Land, building, vehicles and
   furniture and fixtures..............           6,131,187      4,319,699 
                                               ------------   ------------
                                                122,575,554     98,014,951 
Less accumulated depreciation...........        (17,557,294)    (5,075,954)
                                               ------------   ------------
        Net property, plant and 
          equipment....................         105,018,260     92,938,997 
Franchise costs and other intangible
 assets, net of accumulated 
 amortization of $35,288,193 in 1997
 and $9,658,456 in 1996................         184,404,499    204,335,900 
                                               ------------   ------------
        Total assets...................        $295,484,494   $307,205,531 
                                               ============   ============
               
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------

Accounts payable and accrued 
 liabilities...........................        $ 10,274,534   $  6,839,137 
Subscriber deposits and prepayments.....          1,353,094      1,182,535 
Interest payable........................          3,303,022      2,584,948 
Deferred taxes payable..................         16,685,000     20,274,000 
Notes payable...........................        204,000,000    193,000,000 
                                               ------------   ------------
        Total liabilities..............         235,615,650    223,880,620 
Commitments (Note 7)
Redeemable partners' interests and 
  detachable warrants...................          6,606,080      3,880,000 
Partners' capital (deficit)
 General partner.......................          (1,587,362)    (1,012,042)
 Limited partners......................          54,453,608     79,919,699 
 Preferred equity interest.............             396,518        537,254 
                                               ------------   ------------
        Total partners' capital........          53,262,764     79,444,911 
                                               ------------   ------------
        Total liabilities and partners'
          capital......................        $295,484,494   $307,205,531 
                                               ============   ============
<FN>                                    
             See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                 RIFKIN ACQUISITION PARTNERS, L.L.L.P.
             CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
<CAPTION>
                                                Three Months Ended      
                                                    March 31,          
                                                      1997           1996
                                                   -----------    -----------
<S>                                                <C>            <C>
Cash flows from operating activities:              
Net loss.................................          $(5,997,839)   $(4,173,114)
Adjustments to reconcile net loss to
  net cash provided by operating
  activities:                                                  
    Depreciation and amortization........            9,528,188      7,286,183 
    Amortization of deferred loan cost                 247,440        231,213 
    Loss on disposal of fixed assets.....              129,003        140,245 
    Deferred taxes benefit...............             (788,000)      (853,000)
    Decrease (increase) in subscriber
      accounts receivable................              168,968       (109,976)
    Decrease in other receivables........              339,019         40,371 
    Decrease (increase) in prepaid 
      expenses and other.................               48,373       (342,559)
    Increase (decrease) in accounts
      payable and accrued liabilities....              337,296        971,553 
    Increase in subscriber deposits 
      and prepayment.....................               80,815        221,007 
    Increase (decrease) in interest
      payable............................           (3,481,239)     2,493,675 
                                                   -----------    -----------
      Net Cash provided by operating
        activities......................               612,024      5,905,598 

Cash flows from investing activities:
Acquisition of Mid-Tennessee Systems.....                    -    (61,804,006)
Additions to property, plant and 
  equipment..............................           (6,468,637)    (3,025,400)
Additions to cable television 
  franchises, net of retirements
  and changes in other intangible
  assets.................................              (40,891)       (33,959)
Net proceeds from the sale of assets                    45,646         47,253 
                                                   -----------    -----------
      Net cash used in investing 
         activities......................           (6,463,882)   (64,816,112)

Cash flows from financing activities
Proceeds from issuance of Senior 
  subordinated notes.....................                    -    125,000,000 
Proceeds from long-term bank debt........            8,000,000      4,000,000 
Deferred loan costs......................                    -     (5,740,840)
Payments of long term-bank debt..........           (2,500,000)   (73,500,000)
Partners' capital contributions..........                    -     15,000,000 
                                                   -----------    -----------
      Net cash provided by financing
        activities......................             5,500,000     64,759,160 
                                                   -----------    -----------
Net increase in cash.....................             (351,858)     5,848,646 
Cash at beginning of quarter.............            1,387,232        318,020 
                                                   -----------    -----------
Cash at end of quarter...................          $ 1,035,374    $ 6,166,666 
                                                   ===========    ===========
<FN>
               See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                    RIFKIN ACQUISTION PARTNERS, L.L.L.P.
           CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
                                (UNAUDITED)
                 Three Months Ended March 31, 1997 and 1996
<CAPTION>
                                  Preferred                                   
                                    Equity     General        Limited              
                                   Interest    Partner        Partners         Total   
                                 -----------  ------------  ------------   ------------
<S>                              <C>          <C>           <C>            <C>               
Partners' capital (deficit)
  at 12/31/96...............       $ 432,505  $(1,309,354)   $61,881,692    $61,004,843 
Net loss for the quarter
  ended 3/31/97.............         (35,987)     (59,978)    (5,901,874)    (5,997,839)
Accretion of redeemable 
  partners' interest........               -     (218,030)    (1,526,210)    (1,744,240)
                                  ----------   ----------    -----------    -----------
Partners' capital (deficit)
  at 3/31/97................       $ 396,518  $(1,587,362)   $54,453,608    $53,262,764 
                                   =========  ===========    ===========    ===========


Partners' capital (deficit)
  at 12/31/95...............       $ 562,293  $(1,085,311)   $69,421,043    $68,898,025 
Net loss for the quarter
  ended 3/31/96.............         (25,039)     (41,731)    (4,106,344)    (4,173,114)
Partners' contributions.....               -      150,000     14,850,000     15,000,000 
Accretion of redeemable 
  partners' interest........               -                     (35,000)      (245,000)      (280,000)
                                  ----------   ----------    -----------    -----------
Partners' capital (deficit)
  at 3/31/96................       $ 537,254  $(1,012,042)   $79,919,699    $79,444,911 
                                  ==========  ===========    ===========    ===========
<FN>
               See accompanying notes to financial statement.
</TABLE>
<PAGE>
                 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 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 March 31, 1997, December 31, 1996 and March 31,1996, and its consolidated
results of operations and cash flows for the three months ended March 31,
1997 and 1996.  The consolidated financial statements should be read in
conjunction with the Company's annual consolidated financial statements
and notes thereto included on Form 10-K, No. 333-3084, for the year ended
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 Cablevison of Tennessee, Ltd. were affiliates of the General
Partner.  The acquisition cost was 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,
and 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 following unaudited pro forma information presents a summary of
consolidated results of operations for the Company as if the Mid-Tennessee
and RCT Systems acquisitions had occurred at the beginning of 1996, 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):

                                                     Quarter ended
                                                        March 31,     
                                                  --------------------
                                                   1997        1996  
                                                  --------    --------
  Total revenues................................ $19,336     $18,543
  Net loss......................................  (5,997)     (5,100)

The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Mid-Tennessee and RCT
Systems actually been acquired on January 1, 1996.

Subsequent to the March 31, 1997 consolidated financial statement date,
the Company acquired, on April 1, 1997, the cable operating assets of two
cable systems serving the Tennessee communities of Shelbyville and Manchester,
for an aggregate purchase price of approximately $19,750,000 subject to
certain post-closing adjustments.

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.  These Notes were subsequently exchanged on June 18, 1996 for
publicly registered notes with identical terms.  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.
The Senior Subordinated Notes had a balance of $125 million At March 31, 1997
and 1996.

                     RIFKIN ACQUISITION CAPITAL CORP.
                                     
                              BALANCE SHEET 



                                                  March 31,       December 31,
                                                    1997              1996    
                                                ------------      ------------
Assets    
Cash..........................................  $      1,000      $      1,000 
                                                 -----------      ------------
      Total assets............................  $      1,000      $      1,000 
                                                ============      ============
Stockholder's Equity
     Common Stock; $1.00 par value;
      10,000 shares authorized, 1000
      shares issued and outstanding...........  $      1,000      $      1,000
                                                ------------      ------------
             Total stockholder's equity.......  $      1,000      $      1,000
                                                ============      ============


    The accompanying notes are an integral part of the balance sheet.

                         RIFKIN ACQUISITION CAPITAL CORP.
                                     
                          NOTES TO BALANCE SHEET
                                     
                                     
                                     
1.    Organization and Summary of Significant Accounting Policies

  Organization

  Rifkin Acquisition Capital Corp. ("RACC"), 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")
  which were used to repay advances under the Partnership's term debt and to
  fund the Partnership's acquisitions of certain cable television systems.
  Upon closing of the Notes issuance on January 26, 1996, none of the Notes
  were issued by RACC; accordingly, no debt is reflected on its balance sheet.
  In addition, RACC does not, and is not expected to have, any other operations;
  as such, no statements of operations, stockholder's equity or cash flows are
  presented.

                                      
              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.

Three months ended March 31, 1997 compared to three months ended March 31, 1996

Revenue increased 24.9%, or approximately $3.9 million, to approximately $19.3
million for the three months ended March 31, 1997 from approximately $15.5
million for the three months ended March 31, 1996.  This increase resulted
from the following:  (a) approximately $500,000 from growth in basic customers
and increases in basic and tier rates, (b) approximately $2.3 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 10.9% to approximately 185,600 at March 31, 1997 from
approximately 167,300 at March 31, 1996.  This increase was attributable
to the approximate 12,200 customers acquired in the RCT Acquisition, as
well as continued growth in Georgia (3,900) and Tennessee (2,300) systems.
Average monthly revenue per customer increased 5.1% from $31.31 for the
three months ended March 31, 1996 to $32.91 for 1997.  Premium service units
increased  1.5% to 103,700 as of March 31, 1997, from 102,100 as of March 31,
1996, largely as a result of the RCT Acquisition (6,900) offset by decreases
in Tennessee as a result of moving the Disney Channel from premium to tier
in certain systems. The Company's premium penetration decreased to
55.9% from 61.0% between the comparable periods in 1997 and 1996 due
mainly to decreased premium penetrations in Tennessee, again as a result
of moving the Disney Channel from premium to tier in certain systems.

Operating expense, which includes costs related to technical personnel,
franchise fees and repairs and maintenance, increased 57.2%, or approximately
$1.3 million to approximately $3.5 million for the three months ended
March 31, 1997 from approximately $2.2 million in 1996, and increased
as a percentage of revenue to 18.0% from 14.3%.  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.  Approximately $300,000 of the increase relates to higher
salaries and benefits as a result of added technical personnel and
annual wage increases.

Programming expense, which includes costs related to basic, tier and
premium services, increased 35.3%, or approximately $1.1 million, to
approximately $4.2 million for the three months ended March 31, 1997
from approximately $3.1 million for the three months ended March 31,
1996, and increased as a percentage of revenue to 21.8% from 20.1%.
Approximately $500,000 and $300,000 of the increase relates to the
programming expenses of the acquired systems in the Mid-Tennessee
Acquisition and RCT Acquisition, respectively.  The remainder of
the increase is due to program vendor rate increases and the addition
of programming in certain systems.

Selling, general and administrative expense, which includes expenses
related to on-site office and customer-service personnel, customer
billing and postage and marketing, increased 22.1%, or approximately
$500,000 to approximately $2.5 million for the three months ended
March 31, 1997 from approximately $2.1 million for the same period in
1996.  As a percentage of revenue, selling, general and administrative
expense decreased to 13.1% for the three months ended March 31, 1997
from 13.4% for the same period in 1996. Approximately $300,000 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 $9.5 million
for the three months ended March 31, 1997 increased approximately $2.2
million from depreciation and amortization expense for the same period
in 1996.  The increases in depreciation resulted primarily from increases
of approximately $3.0 million in the first quarter of 1996 and approximately
$6.5  million in the comparable period in 1997 in property, plant and
equipment.  The increases in amortization expense resulted primarily from
the amortization of franchise cost related to the Mid-Tennessee Acquisition
and RCT Acquisition, respectively.  As a percentage of revenue, depreciation
and amortization expenses increased to 49.3% in the first quarter of 1997
from 47.1% in the comparable period in 1996.

Management fees, equal to 3.5% of gross revenue, increased to approximately
$700,000 in the first quarter of 1997 from management fees of approximately
$500,000 in the comparable period of 1996, 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, remained constant at
approximately $100,000 in the first quarters of 1997 and 1996.

Interest expense in the first quarter of 1997 increased by approximately
$400,000 or 8.0% over interest for the same period in 1996 and decreased
as a percentage of revenue from 33.3% to 28.8%.  Interest expense was
based on an average debt balance of $203.1 million with an average interest
rate of 11.0% and an average debt balance of $212.1 million with an average
interest rate of 9.7% for the first quarters of 1997 and 1996, respectively.
This increase was primarily a result of higher interest costs in 1997.

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 in each of the three month periods ended March 31,
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 43.7%, or
approximately $1.8 million in the three months ended March 31, 1997 compared
to the comparable period of 1996.

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 19.7%,
or approximately $1.4 million, to approximately $8.6 million in 1997 from
$7.2 million in 1996.  As a percentage of revenue, Adjusted EBITDA decreased
to 44.5% in the first quarter of 1997 from 46.3% in the comparable period in
1996 as the Company's expense growth exceeded its 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 March 31, 1997 and 1996, net cash
provided by operations (including changes in working capital) of the Company
was approximately $600,000 and $5.9 million, respectively.  

From December 31, 1996, the Company's available cash decreased from
approximately $1.4 million to approximately $1.0 million.  For the same
comparable dates, accounts payable and accrued liabilities increased by
approximately $300,000 to approximately $10.3 million.  Interest payable
decreased from approximately $6.8 million to approximately $3.3 million
for the same comparable dates due primarily to the effect of the timing
of payments.  Also, for the same comparable dates, deferred taxes payable
decreased approximately $800,000 to approximately $16.7 million as a result
of differences in book and tax depreciation and amortization lives and
methods.  Notes payable increased by $5.5 million from December 31, 1996
to March 31, 1997 due to capital expenditures primarily related to planned
Georgia and Tennessee plant upgrades.

Additionally, in conjunction with the Mid-Tennessee and RCT Acquisitions
and 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 $204 million as
of March 31, 1997 from $198.5 million at December 31, 1996.  The Company
has unused commitments under the Amended and Restated Credit Agreement of
$67.1 million, $9.7 million of which is available for general corporate
purposes.  Access to the remaining $57.4 million of availability under the
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 March 31, 1997, the Company's
Total Funded Debt Ratio was 5.97x.  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, which has reduced to $78.1
million as of March 31, 1997, with a final maturity date of March 31, 2003.
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 capital 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>
<TABLE>
PART II:      OTHER INFORMATION

ITEM 5.   OTHER INFORMATION

                RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                REVENUE AND OPERATING CASH FLOW REPORT
                       (UNAUDITED)
                Three Months Ended March 31, 1997 and 1996
<CAPTION>

REVENUES:
                                                     1997            1996    
                                                 ------------    -----------
<S>                                              <C>             <C>
 Georgia................................          $ 6,059,311    $ 5,497,034
 Illinois...............................            2,455,047      2,378,755 
 Michigan...............................            1,090,188      1,051,969 
 RTL-Tennessee..........................            5,162,549      4,885,866 
 RAP-Tennessee.(3)......................            4,546,365      1,058,532 
 Other(2)...............................               22,869        610,574 
                                                 ------------   ------------
    Total...............................          $19,336,329    $15,482,730 
                                                 ============   ============
OPERATING CASH FLOW(1):

 Georgia................................          $ 2,912,397    $ 2,817,913 
 Illinois...............................            1,234,360      1,211,724 
 Michigan...............................              543,965        535,746 
 RTL-Tennessee..........................            2,600,361      2,553,289 
 RAP-Tennessee.(3)......................            1,987,190        527,815 
 Other..................................                1,032        602,157 
                                                  -----------   ------------
    Total...............................          $ 9,279,305    $ 8,248,644 
                                                  ===========    ===========
OPERATING CASH FLOW AS A PERCENT OF REVENUES:

 Georgia................................                48.1%          51.3% 
 Illinois...............................                50.3%          50.9% 
 Michigan...............................                49.9%          50.9% 
 RTL-Tennessee..........................                50.4%          52.3% 
 RAP-Tennessee.(3)......................                43.7%          49.9% 

    Total (excluding other).............                48.0%          51.4% 
<FN>
(1) Excludes management fee expense of $676,771 and $413,644, net losses related
    to the disposition of certain plant assets of $129,003 and $41,434 for the
    quarters ended March 31, 1997 and 1996, respectively, and non-cash
    management incentive plan expense of $165,000 for both quarters ended March
    31, 1997 and 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 May 15, 1997.                            


       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)