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 June 30, 1998 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.     Consolidated Statement of Operations...........           3

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

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

        d.     Consolidated Statement of Partners' Capital
               (Deficit).....................................            8  

        e. Notes to Consolidated Financial Statements....               10 

Rifkin Acquisition Capital Corp.

         a. Balance Sheet...................................            12

         b. Notes to Balance Sheet..........................            13

Item 2.  Management's Discussion and Analysis of Financial
        Condition and Results of Operations...............              14

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.........              20

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

Signatures.................................................             22
<PAGE>
PART                    I.  FINANCIAL INFORMATION

ITEM 1.   Financial Statements
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>
                                 
                                                 Three Months Ended     
                                                    June 30,         
                                                 1998        1997
<S>                                          <C>            <C>
Revenue:
Service................................      $20,305,435    $20,025,026 
Installation and other.................        1,990,831      1,306,384 

     Total revenue                            22,296,266     21,331,410 

Costs and Expenses:
Operating expense......................        3,459,383      3,415,570 
Programming expense....................        4,308,351      4,379,624 
Selling, general and administrative
  expense..............................        3,608,785      3,522,510 
Depreciation and amortization..........        9,240,547      9,840,514 
Management fees........................          780,369        746,601 
Loss on disposal of assets.............          386,847      2,244,511 

     Total costs and expenses.........        21,784,282     24,149,330 

Operating income (loss)................          511,984     (2,817,920)
Interest expense.......................        5,772,485      5,942,188 

Loss before income taxes...............       (5,260,501)    (8,760,108)
Income tax benefit.....................         (802,000)    (1,870,000)

Net income (loss)......................      $(4,458,501)   $ 6,890,108 

Adjusted EBITDA........................      $10,329,377    $ 9,582,099 
                                    
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>                                    
  
                                                Six Months Ended      
                                                      June 30,          
                                                   1998        1997
<S>                                          <C>            <C>
Revenue:
Service................................      $40,840,852    $38,326,201 
Installation and other.................        3,460,924      2,341,538 

     Total revenue                            44,301,776     40,667,739 

Costs and Expenses:
Operating expense......................        7,005,851      6,891,333 
Programming expense....................        9,249,482      8,588,014 
Selling, general and administrative
  expense..............................        6,357,755      6,060,381 
Depreciation and amortization..........       18,683,379     19,368,702 
Management fees........................        1,550,562      1,423,372 
Loss on disposal of assets.............          647,759      2,373,514 
Gain on sale of Michigan assets........       (5,989,846)             - 

     Total costs and expenses.........        37,504,942     44,705,316 

Operating income (loss)................        6,796,834     (4,037,577)
Interest expense.......................       11,717,980     11,508,370 

Loss before income taxes...............       (4,921,146)   (15,545,947)
Income tax benefit.....................       (1,900,000)    (2,658,000)

Net loss...............................      $(3,021,146)  $(12,887,947)

Adjusted EBITDA........................      $20,518,124   $ 18,184,633 
 
<FN>                                    
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                  RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                       CONSOLIDATED BALANCE SHEET 
<CAPTION>                                    

                                                          ASSETS

                                                 June 30,     December 31,
                                                   1998           1997     
                                                (Unaudited)
<S>                                            <C>            <C> 
Cash...................................        $  1,072,034   $  1,902,555 
Subscriber accounts receivable,
  net of allowance for doubtful
    accounts of $409,737 in 1998
    and $425,843 in 1997...............           1,048,500      1,371,050 
Other receivables......................           4,540,417      4,615,089 
Prepaid expenses and other.............           1,519,660      1,753,257 
Property, plant and equipment at cost:
  Cable television transmission and 
   distribution systems and related
   equipment..........................          140,150,950    131,806,310 
  Land, building, vehicles and
   furniture and fixtures.............            7,063,061      7,123,429 
                                 147,214,011    138,929,739 
Less accumulated depreciation..........         (31,964,024)   (26,591,458)
     Net property, plant and
       equipment.......................         115,249,987    112,338,281 
Franchise costs and other intangible
  assets, net of accumulated 
  amortization of $60,309,077 in 1998
  and $53,449,637 in 1997..............         162,787,070    180,059,655 

         Total assets.................         $286,217,668   $302,039,887 

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued 
  liabilities..........................        $ 12,802,194  $  11,690,894 
Subscriber deposits and prepayments....           1,188,515      1,503,449 
Interest payable.......................           7,112,070      7,384,509 
Deferred taxes payable.................          10,238,000     12,138,000 
Notes payable..........................         218,075,000    229,500,000 
        Total liabilities.............          249,415,779    262,216,852 
Commitments 
Redeemable partners' interests.........           8,515,160      7,387,360 
Partners' capital (deficit)
  General partner......................          (2,056,666)    (1,885,480)
  Limited partners.....................          30,085,279     34,044,912 
  Preferred equity interest............             258,116        276,243 

         Total partners' capital......           28,286,729     32,435,675 
         Total liabilities and
           partners' capital..........         $286,217,668   $302,039,887 



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

                                                  June 30,       June 30,  
                                                   1998           1997     
<S>                                            <C>            <C>
Cash....................................       $  1,072,034   $  1,622,727 
Subscriber accounts receivable,
 net of allowance for doubtful
 accounts of $409,737 in 1998
 and $347,861 in 1997..................           1,048,500      1,254,968 
Other receivables.......................          4,540,417      3,230,009 
Prepaid expenses and other..............          1,519,660      1,522,127 
Property, plant and equipment at cost:
 Cable television transmission and 
   distribution systems and related
   equipment...........................         140,150,950    126,908,200 
 Land, building, vehicles and
   furniture and fixtures..............           7,063,061      6,750,641 
                                                147,214,011    133,658,841 
Less accumulated depreciation...........        (31,964,024)   (20,778,091)
        Net property, plant and 
          equipment....................         115,249,987    112,880,750 
Franchise costs and other intangible
 assets, net of accumulated 
 amortization of $60,309,077 in 1998
 and $41,716,408 in 1997...............         162,787,070    192,218,180 

        Total assets...................        $286,217,668   $312,728,761 

LIABILITIES AND PARTNERS' CAPITAL
                                    
Accounts payable and accrued 
 liabilities...........................        $ 12,802,194   $ 12,341,181 
Subscriber deposits and prepayments.....          1,188,515      1,373,884 
Interest payable........................          7,112,070      7,219,960 
Deferred taxes payable..................         10,238,000     14,815,000 
Notes payable...........................        218,075,000    224,000,000 
        Total liabilities..............         249,415,779    259,750,025 
Commitments 
Redeemable partners' interests..........          8,515,160      6,541,440 
Partners' capital (deficit)
 General partner.......................          (2,056,666)    (1,648,183)
 Limited partners......................          30,085,279     47,730,302 
 Preferred equity interest.............             258,116        355,177 

        Total partners' capital........          28,286,729     46,437,296 
        Total liabilities and partners'
          capital......................        $286,217,668   $312,728,761 

                                    
<FN>                                    
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                  RIFKIN ACQUISITION PARTNERS, L.L.L.P.
             CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
<CAPTION>
                                                      Six Months Ended      
                                                            June 30,          
                                                      1998           1997     
<S>                                                <C>           <C>
Cash flows from operating activities:
Net loss.................................          $(3,021,146)  $(12,887,947)
Adjustments to reconcile net loss 
  to net cash provided by
  operating activities:                                        
    Depreciation and amortization........           18,683,379     19,368,702 
    Amortization of deferred loan cost  494,880        494,880 
    Gain on sale of Michigan assets......           (5,989,846)             - 
    Loss on disposal of fixed assets.....              647,759      2,373,514 
    Deferred taxes benefit...............           (1,900,000)    (2,658,000)
    Decrease (increase) in subscriber  
      accounts receivable................              269,303        (70,894)
    Decrease (increase) in other 
      receivables........................               72,181       (607,634)
    Decrease in prepaid expenses
      and other..........................              201,781        254,145 
    Increase in accounts payable and
      accrued liabilities................            1,135,221      2,403,943 
    Increase (decrease) in subscriber 
       deposits and prepayment...........             (261,722)       101,605 
    Increase (decrease) in interest
       payable...........................             (272,439)       435,699 
      Net cash provided by operating
        activities......................            10,059,351      9,208,013 

Cash flows from investing activities:
Additions to property, plant and 
  equipment..............................          (15,876,545)   (20,331,911)
Additions to cable television 
  franchises, net of retirements
  and changes in other intangible
  assets.................................             (757,843)   (14,282,786)
Net proceeds from sale of Michigan 
  assets.................................           17,050,564              - 
Net proceeds from the disposal of assets
  (other than Michigan)..................              118,952        142,179 
      Net cash provided by (used in)  
         investing activities............              535,128    (34,472,518)

Cash flows from financing activities
Proceeds from long-term bank debt........           12,000,000     29,000,000 
Payments of long term-bank debt..........          (23,425,000)    (3,500,000)
      Net cash provided by (used in)
        financing activities............           (11,425,000)    25,500,000 

Net decrease (increase) in cash..........             (830,521)       235,495 
Cash at beginning of period..............            1,902,555      1,387,232 

Cash at end of period....................          $ 1,072,034    $ 1,622,727 


<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 June 30, 1998 and 1997
<CAPTION>

                                  Preferred                                   
                                   Equity         General        Limited              
                                  Interest        Partner       Partners       Total   

<S>                               <C>           <C>            <C>            <C>
Partners' capital (deficit)
  at 3/31/98................        $284,867    $(2,011,986)   $34,473,109    $32,745,990 
Net income for the quarter
  ended 6/30/98.............         (26,751)       (44,585)    (4,387,165)    (4,458,501)
Accretion of redeemable
  partners' interest........               -            (95)          (665)          (760)

Partners' capital (deficit)
  at 6/30/98................        $258,116    $(2,056,666)   $30,085,279    $28,286,729 


Partners' capital (deficit)
  at 3/31/97................       $ 396,518    $(1,587,362)   $54,453,608    $53,262,764 
Net loss for the quarter
  ended 6/30/97.............         (41,341)       (68,901)    (6,779,866)    (6,890,108)
Accretion of redeemable
  partners' interest........               -          8,080         56,560         64,640 

Partners' capital (deficit)
  at 6/30/97................       $ 355,177    $(1,648,183)   $47,730,302    $46,437,296 

<FN>
See accompanying notes to financial statement.
</TABLE>
<PAGE>
<TABLE>
                    RIFKIN ACQUISTION PARTNERS, L.L.L.P.
           CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
                                (UNAUDITED)
                  Six Months Ended June 30, 1998 and 1997
<CAPTION>

                                   Preferred                                   
                                     Equity        General     Limited              
                                    Interest       Partner     Partners         Total   
<S>                              <C>           <C>            <C>            <C>
Partners' capital (deficit)
  at 12/31/97...............        $276,243   $(1,885,480)   $34,044,912    $32,435,675 
Net loss for the six months
  ended 6/30/98.............         (18,127)      (30,211)    (2,972,808)    (3,021,146)
Accretion of redeemable
  partners' interest........               -      (140,975)      (986,825)    (1,127,800)

Partners' capital (deficit)
  at 6/30/98................        $258,116   $(2,056,666)   $30,085,279    $28,286,729 


Partners' capital (deficit)
  at 12/31/96...............        $432,505   $(1,309,354)   $61,881,692    $61,004,843 
Net loss for the six months
  ended 6/30/97.............         (77,328)     (128,879)   (12,681,740)   (12,887,947)
Accretion of redeemable
  partners' interest........               -      (209,950)    (1,469,650)    (1,679,600)

Partners' capital (deficit)
  at 6/30/97................        $355,177   $(1,648,183)   $47,730,302    $46,437,296 

<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 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 June 30, 1998, December 31, 1997 and
June 30,1997, and its consolidated results of operations and cash flows
for the three months ended June 30, 1998 and 1997.  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, 1997.  

2. Reclassification of Financial Statement Presentation

The 1997 results, shown on the Consolidated Statement of Operations,
include the reclasification of $393,737, for both the quarter and six
months ended June 30, 1997, of programmer launch support credits from
selling, general and administrative expense to programming expense to be
consistent with the 1998 presentation.

3. Acquisition of Cable Properties

On April 1, 1997, the company acquired the cable operating assets of two
cable systems serving the Tennessee communities of Shelbyville and
Manchester from Act V (the "Act V Acquisition"), for an aggregate
purchase price of approximately $19.7 million.  The acquisition was
funded by proceeds from the Company's reducing revolving loan with a
financial institution.

4.   Sale of Michigan Assets

On February 4, 1998, with an effective date of January 31, 1998, the
Partnership sold all of its operating assets in the state of Michigan
(the "Michigan Sale")to Bresnan Communications Company ("Bresnan").  The
sale resulted in a gain recognized by the Company as follows:

      Original cash proceeds                 $16,931,200
        Final adjustment to value of
          assets and liabilities assumed         119,364
      Net proceeds                            17,050,564
      Net book value of assets sold           11,060,718
      Net gain from sale                     $ 5,989,846

Proceeds from the sale were used by the Company to reduce its revolving
and term loans with a financial institution.

5.   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 June 30, 1998 and 1997.

<PAGE>
                     RIFKIN ACQUISITION CAPITAL CORP.
                                     
                              BALANCE SHEET 



                                                  June 30,       December 31,
                                                    1998             1997    
Assets    
Cash..........................................  $      1,000     $      1,000 
      Total assets............................  $      1,000     $      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     $      1,000
             Total stockholder's equity.......  $      1,000     $      1,000

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

<PAGE>                                      
ITEM 2.   Management's Discussion and Analysis of 
          Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

Certain statements in this Form 10-Q, including the sections entitled
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," constitute "forward-looking statements"  within
the meaning of the Private Securities Litigation Reform Act of 1995
(the "Reform Act").  The words "believes," "expects," "intends,"
"strategy," "considers" or "anticipates" and similar expressions
identify forward-looking statements.  The Company does not undertake to
update, revise or correct any of the forward-looking information.  Such
forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of the Company to be materially different
from any future results, performance, or achievements expressed or
implied by such forward-looking statements.  Such factors include,
among others, the following:  general economic and business conditions;
competition in the cable television industry; substantial leverage and
risk of inability to service or repurchase the Company's and RACC's
debt; restrictions imposed by the terms of indebtedness; the Company's
acquisition strategy; the need for significant capital expenditures;
potential termination of franchises; the non-exclusivity of franchises;
government regulation in the cable television industry; dependence on
key personnel; dependence upon distributions from the Partnership's
subsidiaries; potential conflicts of interest arising out of the
relationship between the Company, RACC, and affiliates and other
factors.

Where any such forward-looking statement includes a statement of the
assumptions or bases underlying such forward-looking statement, the
Company cautions that, while it believes such assumptions or bases to
be reasonable and makes them in good faith, assumed facts or bases
almost always vary from actual results, and the differences between
assumed facts or bases and actual results can be material, depending
upon the circumstances.  Where, in any forward-looking statement, the
Company, or its management, expresses an expectation or belief as to
the future results, such expectation or belief is expressed in good
faith and believed to have a reasonable basis, but there can be no
assurance that the statement of expectation or belief will result or be
achieved or accomplished.

Results of Operations

In August 1995, the Partnership 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 (the "Notes"), which were subsequently
publicly registered, and amended its Credit Agreement to provide
ongoing borrowing availability, including availability to finance
acquisitions.

Three Months Ended June 30, 1998 Compared to Three Months Ended June
30, 1997

Revenue increased 4.5%, or approximately $1.0 million, to approximately
$22.3 million for the three months ended June 30, 1998 from
approximately $21.3 million for the three months ended June 30, 1997. 
This increase resulted from approximately $2.2 million in growth in
basic customers and increases in basic and tier rates, offset by
approximately $1.2 million in total revenue decreases due to the
January 31, 1998 sale of systems serving Bridgeport and Bad Axe,
Michigan (the "Michigan Sale").  Basic customers decreased 4.3% to
approximately 190,300 at June 30, 1998 from approximately 198,800 at
June 30, 1997.  This decrease was attributable to the approximate
11,200 customers related to the Michigan Sale,  offset by continued
growth in Georgia (3,900 or 7.1%).  Average monthly revenue per
customer increased 8.9% from $35.91 for the three months ended June 30,
1997 to $39.10 for 1998 primarily a result of rate increases.  Premium
service units decreased 3.0% to approximately 107,700 as of June 30,
1998, from approximately 111,000 as of June 30, 1997, as a result of
the Michigan Sale (6,100) and decreases in Tennessee (2,800) offset by
increases in Georgia (4,700) and Illinois (900).  The Company's premium
penetration increased to 56.6% from 55.8% between 1997 and 1998.

Operating expense, which includes costs related to technical personnel,
franchise fees and repairs and maintenance, increased 1.3%, or
approximately $100,000  to approximately $3.5 million for the three
months ended June 30, 1998, and decreased as a percentage of revenue to
15.5% from 16.0%.  The increase relates to the normal annual
inflationary operating expense increases, offset by an approximate
$200,000 decrease related to the Michigan Sale.   

Programming expense, which includes costs related to basic, tier and
premium services, decreased 1.6%, or approximately $100,000 to
approximately $4.3 million for the three months ended June 30, 1998
from approximately $4.4 million for the three months ended June 30,
1997, and decreased as a percentage of revenue to 19.3% from 20.5%. 
Approximately $300,000 of the decrease related to the Michigan Sale,
offset by increases 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 2.5%, or approximately
$100,000 to approximately $3.6 million for the three months ended June
30, 1998 from approximately $3.5 million for the same period in 1997. 
As a percentage of revenue, selling, general and administrative expense
decreased to 16.2% for the three months ended June 30, 1998  from 16.5%
in 1997.  Approximately $300,000 of the increase related to the normal
annual inflationary selling, general and administrative expense
increases,  offset by an approximate $200,000 decrease related to the
Michigan Sale.

Depreciation and amortization expense of approximately $9.2 million for
the three months ended June 30, 1998 decreased approximately $600,000
from the three months ended June 30, 1997 .  The increase in
depreciation resulted primarily from increases of approximately $9.1
million in 1998 and approximately $9.1 million in 1997 in property,
plant and equipment, along with $4.8 million attributable to the fixed
assets added in relation to the acquired systems in Manchester and
Shelbyville, Tennessee (the "Act V Acquisition").  The decreases in
amortization expense resulted primarily from the reduction in franchise
cost related to the Michigan Sale.  As a percentage of revenue,
depreciation and amortization expenses decreased to 41.4% in 1998 from
46.1% in 1997.

Management fees, equal to 3.5% of gross revenue, of approximately
$800,000 in 1998 remained consistent with the three months ended June
30, 1997.

The loss on disposal of assets, primarily the write-off of replaced
house drops and rebuilt trunk and distribution equipment, decreased to
approximately $400,000 in 1998 from approximately $2.2 million in 1997. 


Interest expense during 1998 increased approximately $200,000  from the
three months ended June 30, 1997  and decreased as a percentage of
revenue from 27.9% to 25.9%.  Interest expense was based on an average
debt balance of $218.0 million with an average interest rate of 10.6%
and an average debt balance of $218.5 million with an average interest
rate of 10.9% for 1998 and 1997, respectively. 

The Partnership is a "pass-through" entity for income tax purposes. 
All income or loss flows through to the partners of the Partnership in
accordance with the Partnership Agreement. An income tax benefit of
approximately $800,000 was recorded in 1998 compared to an income tax
benefit of approximately $1.9 million from the three months ended June
30, 1997.  The income tax benefit 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, the Company experienced a
Net Loss of approximately $4.5 million in 1998, compared with an
approximate $6.9 million loss in 1997.

Adjusted EBITDA, defined as income (loss) before interest expense,
income taxes, depreciation and amortization, loss on disposal of
assets, gain on the sale of Michigan assets and the non-cash provision
for the management incentive plan, increased 7.2%, or approximately
$800,000 to $10.3 million in 1998 from $9.6 million for 1997.  As a
percent of revenue, Adjusted EBITDA increased to 46.3% in 1998 from
44.9% for 1997.  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.

Six Months Ended June 30, 1998 Compared to Six Months Ended June 30,
1997

Revenue increased 8.9%, or approximately $3.6 million, to $44.3 million
for the six months ended June 30, 1998 from $40.7 million for the six
months ended June 30, 1997.  This increase resulted from approximately
$4.3 million in growth in basic customers and increases in basic and
tier rates, and approximately $1.2 million in total revenue as a result
of the ACT V Acquisition offset by approximately $1.9 million in total
revenue decreases due to the Michigan Sale.  Basic customers decreased
4.3% to approximately 190,300 at June 30, 1998 from approximately
198,800 at June 30, 1997.  This decrease was attributable to the
approximate 11,200 customers related to the Michigan Sale,  offset by
growth in Georgia (3,900 or 7.1%).  Average monthly revenue per
customer increased 7.3% from $35.30 for the six months ended June 30,
1997 to $37.88 for 1998 primarily a result of acquisition timing and
rate increases.  Premium service units decreased 3.0% to approximately
107,700 as of June 30, 1998, from approximately 111,000 as of June 30,
1997, as a result of the Michigan Sale (6,100) and decreases in
Tennessee (2,800) offset by increases in Georgia (4,700) and Illinois
(900).  The Company's premium penetration increased to 56.6% from 55.8%
between 1998 and 1997.

Operating expense, which includes costs related to technical personnel,
franchise fees and repairs and maintenance, increased 1.7%, or
approximately $100,000  to approximately $7.0 million for the six
months ended June 30, 1998, and decreased as a percentage of revenue to
15.8% from 16.9%.  Approximately $200,000 of the increase relates to
the operating expense of the acquired systems in the ACT V Acquisition,
offset by an approximate $300,000 decrease related to the Michigan
Sale.   

Programming expense, which includes costs related to basic, tier and
premium services, increased 7.7%, or approximately $700,000 to
approximately $9.2 million for the six months ended June 30, 1998 from
approximately $8.6 million for the six months ended June 30, 1997, and
decreased as a percentage of revenue to 20.9% from 21.1%. 
Approximately $300,000 of the increase relates to the programming
expenses of the acquired systems in the ACT V Acquisition, offset by an
approximate $400,000 decrease related to the Michigan Sale.  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 4.9%, or approximately
$300,000 to approximately $6.4 million for the six months ended June
30, 1998 from $6.1 million for the same period in 1997.  As a
percentage of revenue, selling, general and administrative expense
decreased to 14.4% for the six months ended June 30, 1998  from 14.9%
in 1997.  Approximately $200,000 of the increase related to the
selling, general and administrative expense of the acquired systems in
the ACT V Acquisition, offset by an approximate $200,000 decrease
related to the Michigan Sale.  The remainder of the increase related
primarily to increased wages and benefits.

Depreciation and amortization expense of approximately $18.7 million
for the six months ended June 30, 1998 decreased approximately $700,000
from the six months ended June 30, 1997.  The increase in depreciation
resulted primarily from increases of approximately $15.9 million in
1998 and approximately $20.3 million in 1997 in property, plant and
equipment.  The decreases in amortization expense resulted primarily
from the amortization of franchise cost related to the ACT V
Acquisition offset by the reduction in franchise cost related to the
Michigan Sale.  As a percentage of revenue, depreciation and
amortization expenses decreased to 42.2% in 1998 from 47.6% in 1997.

Management fees, equal to 3.5% of gross revenue, of approximately $1.6
million in 1998 increased approximately $100,000 from the six months
ended June 30, 1997 due to the increase in the Company's revenue as a
result of rate increases and increased customers as well as the ACT V
Acquisition.

The loss on disposal of assets, primarily the write-off of replaced
house drops and rebuilt trunk and distribution equipment, decreased to
approximately $600,000 in 1998 from approximately $2.4 million in 1997. 
An approximate $6.0 million gain on the Michigan Sale was recorded for
the six months ended June 30, 1998.

Interest expense during 1998 increased approximately $200,000 from the
six months ended June 30, 1997  and decreased as a percentage of
revenue from 28.3% to 26.5%.  Interest expense was based on an average
debt balance of $222.1 million with an average interest rate of 10.6%
and an average debt balance of $211.8 million with an average interest
rate of 10.9% for 1998 and 1997, respectively. The debt increase was
primarily a result of the increased borrowings related to the ACT V
Acquisition offset by the debt retirement related to the Michigan Sale.

The Partnership is a "pass-through" entity for income tax purposes. 
All income or loss flows through to the partners of the Partnership in
accordance with the Partnership Agreement. An income tax benefit of
approximately $1.9 million was recorded in 1998 compared to an income
tax benefit of approximately $2.7 million from the six months ended
June 30, 1997.  The income tax benefit 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, the Company experienced a
Net Loss of approximately $3.0 million in 1998, compared with an
approximate $12.9 million loss in 1997.

Adjusted EBITDA, defined as income (loss) before interest expense,
income taxes, depreciation and amortization, loss on disposal of
assets, gain on the sale of Michigan assets and the non-cash provision
for the management incentive plan, increased 12.8%, or approximately
$2.3 million to $20.5 million in 1998 from $18.2 million for 1997.  As
a percent of revenue, Adjusted EBITDA increased to 46.3% in 1998 from
44.7% for 1997.  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 six month periods ended June 30, 1998 and 1997, net cash
provided by operations (including changes in working capital) of the
Company was approximately $10.0 million and $9.2 million, respectively. 


From December 31, 1997 to June 30, 1998, the Company's available cash
decreased from approximately $1.9 million to approximately $1.1
million.  Accounts payable increased approximately $1.1 million to
approximately $12.8 million from December 31, 1997 to June 30, 1998
primarily a result of bill payment timing.  Subscriber deposits and
prepayments decreased approximately $300,000 to approximately $1.2
million from December to June primarily a result of the timing of
customer payments.  Interest payable decreased approximately $300,000
to approximately $7.1 million for the same comparable periods due
primarily to the effect of the timing of payments.  Also, for the same
comparable periods, deferred taxes payable decreased approximately $1.9
million to approximately $10.2 million as a result of differences in
book and tax depreciation and amortization lives and methods.  Notes
payable decreased by $11.4 million from December 31, 1997 to June 30,
1998 due primarily to the borrowings related to the ACT V Acquisition
offset by the debt retirement related to the proceeds from the Michigan
Sale.

The Company has decreased its total consolidated debt to $218.1 million
as of June 30, 1998 from $229.5 million at December 31, 1997.  The
Company has unused commitments under the Amended and Restated Credit
Agreement of $40.3 million, all of which is available for general
corporate and/or acquisition purposes.  Access to the remaining
commitments 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 5.65x.  As of June 30, 1998, the Company's Total Funded Debt
Ratio was 5.28x.  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
original amount of $25 million was paid down to $21.6 million based
upon a portion of the proceeds from the Michigan Sale, 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 was subject to
permanent annual commitment reductions commencing in 1997 with a
remaining commitment as of June 30, 1998  of $68.8 million.  
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>
PART II:      OTHER INFORMATION

<PAGE>
ITEM 5.   Other Information
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
REVENUE AND OPERATING CASH FLOW REPORT
(UNAUDITED)
Three Months Ended June 30, 1998 and 1997
<CAPTION>


REVENUES:
                                                     1998              1997    
<S>                                               <C>            <C>
 Georgia................................          $ 7,573,049    $ 6,489,276 
 Illinois...............................            2,624,682      2,570,031 
 Michigan(3)............................                8,136      1,151,017 
 Tennessee..............................           12,053,904     11,092,773 
 Other(2)...............................               36,495         28,313 

    Total...............................          $22,296,266    $21,331,410 

OPERATING CASH FLOW(1):

 Georgia................................          $ 3,732,277    $ 3,064,791 
 Illinois...............................            1,351,815      1,339,324 
 Michigan(3)............................                3,505        548,347 
 Tennessee..............................            6,013,085      5,371,157 
 Other..................................                9,064          5,081 

    Total...............................          $11,109,746    $10,328,700 

OPERATING CASH FLOW AS A PERCENT OF REVENUES:

 Georgia................................                49.3%          47.2% 
 Illinois...............................                51.5%          52.1% 
 Michigan(3)............................                43.1%          47.6% 
 Tennessee..............................                49.9%          48.4% 

    Total (excluding other).............                49.9%          48.5% 
<FN>
(1) Excludes management fee expense of $780,369 and $746,601, net
    losses related to the disposition of certain plant assets of
    $386,847 and $2,244,511, and  non-cash management incentive plan
    expense of $189,999 and $314,994 for the quarters ended June 30,
    1998 and 1997.

(2) Principally interest income. 

(3) Activity relates to the Michigan Systems which were sold
    effective January 31, 1998.
</TABLE>
<PAGE>
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
REVENUE AND OPERATING CASH FLOW REPORT
(UNAUDITED)
Six Months Ended June 30, 1998 and 1997
<CAPTION>                                     

REVENUES:
                                                      1998           1997    
<S>                                               <C>            <C>
    Georgia................................       $14,665,393    $12,548,587 
 Illinois...............................            5,280,526      5,025,078 
 Michigan(3)............................              386,182      2,241,205 
 Tennessee..............................           23,904,824     20,801,687 
 Other(2)...............................               64,851         51,182 

    Total...............................          $44,301,776    $40,667,739 

OPERATING CASH FLOW(1):

 Georgia................................          $ 7,229,136    $ 5,977,188 
 Illinois...............................            2,742,004      2,573,684 
 Michigan(3)............................               83,733      1,092,312 
 Tennessee..............................           12,004,010      9,958,708 
 Other..................................                9,803          6,113 

    Total...............................          $22,068,686    $19,608,005 

OPERATING CASH FLOW AS A PERCENT OF REVENUES:

 Georgia................................                49.3%          47.6% 
 Illinois...............................                51.9%          51.2% 
 Michigan(3)............................                21.7%          48.7% 
 Tennessee..............................                50.2%          47.9% 

    Total (excluding other).............                49.9%          48.3% 
<FN>
(1) Excludes management fee expense of $1,550,562 and $1,423,372, net
    losses related to the disposition of certain plant assets of
    $647,759 and $2,373,514 for the six months ended June 30, 1998 and
    1997, respectively, and  non-cash management incentive plan
    expense of $379,998 and $479,994 for the six months ended June 30,
    1998 and 1997, respectively.

(2) Principally interest income. 

(3) Activity relates to the Michigan Systems which were sold effective
    January 31, 1998.
</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 August 14, 1998.     


       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)