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, 1999 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.
RIFKIN ACQUISITION CAPITAL CORP.

INDEX


	Page Number

Part I.  Financial Information:

Item 1.  Financial Statements:

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

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

   b.  Consolidated Balance Sheet..............................	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............	19

Item 6.  Exhibits and Reports on Form 8-K......................	20

Signatures.....................................................	21
<PAGE>
PART I.  FINANCIAL INFORMATION

	ITEM 1.  Financial Statements

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


                                            Three Months Ended       
                                                 March 31,           
                                           1999            1998     
Revenue:
Service................................	$21,827,094  	$20,535,417  
Installation and other.................	  2,190,189  	  1,470,093  

Total revenue                            24,017,283      22,005,510  

Costs and Expenses:
Operating expense......................   3,461,852       3,546,468  
Programming expense....................   5,396,599       4,941,131  
Selling, general and administrative
  expense..............................   3,380,966       2,748,970  
Depreciation...........................   4,010,219       3,625,474  
Amortization...........................   6,383,145       5,817,358  
Management fees........................     840,605         770,193  
Loss on disposal of assets.............	     76,798  	    260,912  

Total costs and expenses............	 23,550,184  	 21,710,506  

Operating income.......................     467,099         295,004  
Gain on sale of Michigan assets........           -      (5,989,846)
Interest expense.......................	  5,892,724  	  5,945,495  

Income (loss) before income taxes and
  cumulative effect of accounting change (5,425,625)        339,355  
Income tax benefit.....................	   (537,000)	 (1,098,000)

Income (loss) before cumulative
  effect of accounting change..........  (4,888,625)      1,437,355  

Cumulative effect of accounting change
  for organizational costs.............	    111,607  	          -  

Net income (loss)......................	$(5,000,232)	$ 1,437,355  

Adjusted EBITDA........................	$11,157,260  	$10,188,747  









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


ASSETS

                                              March 31,       December 31,
                                                 1999            1998     

Cash....................................     $  4,397,931    $  2,324,892  
Subscriber accounts receivable,
  net of allowance for doubtful
  accounts of $286,228 in 1999
  and $444,839 in 1998..................	1,438,418  	1,927,323  
Other receivables.......................	3,743,948  	5,637,771  
Prepaid expenses and other..............	1,479,094  	2,398,528  
Property, plant and equipment at cost:
  Cable television transmission and 
    distribution systems and related
    equipment...........................      154,357,916     149,376,914  
  Land, building, vehicles and
    furniture and fixtures..............        7,895,440       7,421,960  
                                              162,253,356     156,798,874  
Less accumulated depreciation...........      (39,125,222)    (35,226,773)
  Net property, plant and equipment.....      123,128,134     121,572,101  
Franchise costs and other intangible
  assets, net of accumulated 
  amortization of $72,059,022 in 1999
  and $67,857,545 in 1998...............      176,785,191     183,438,197  

           Total assets.................     $310,972,716    $317,303,629  


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued 
  liabilities...........................     $ 13,513,817    $ 11,684,594  
Subscriber deposits and prepayments.....          645,379       1,676,900  
Interest payable........................	3,651,571  	7,242,954  
Deferred taxes payable..................	7,405,000  	7,942,000  
Notes payable...........................      226,575,000     224,575,000  
            Total liabilities...........      251,790,767     253,121,448  
Commitments: 
Redeemable partners' interests..........       16,732,480      10,180,400  
Partners' capital (deficit)
  General partner.......................	(2,860,031)	(1,991,018)
  Limited partners......................	44,916,743  	55,570,041  
  Preferred equity interest.............           392,757         422,758  

            Total partners' capital.....        42,449,469      54,001,781  
	    Total liabilities and partners'
              capital...................      $310,972,716    $317,303,629  



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

ASSETS
 
                                         March 31,         March 31,  
                                            1999             1998      

Cash................................... $  4,397,931    $   1,191,237  
Subscriber accounts receivable,
  net of allowance for doubtful
    accounts of $286,228 in 1999
    and $429,857 in 1998...............    1,438,418        1,008,720  
Other receivables......................    3,743,948        4,018,907  
Prepaid expenses and other.............    1,479,094        1,927,323  
Property, plant and equipment at cost:
  Cable television transmission and 
    distribution systems and related
    equipment..........................  154,357,916      131,851,390  
  Land, building, vehicles and
    furniture and fixtures.............    7,895,440        6,804,551  
                                         162,253,356      138,655,941  
Less accumulated depreciation..........  (39,125,222)     (28,358,074)
    Net property, plant and
      equipment                          123,128,134      110,297,867  
  Franchise costs and other intangible
    assets, net of accumulated 
    amortization of $72,059,022 in 1999
    and $54,854,683 in 1998............  176,785,191      167,771,855  

    Total assets.................       $310,972,716     $286,215,909  


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued 
  liabilities..........................	$  13,513,817  	$  10,766,883  
Subscriber deposits and prepayments....       645,379       1,466,183  
Interest payable.......................     3,651,571       3,682,453  
Deferred taxes payable.................     7,405,000      11,040,000  
Notes payable..........................   226,575,000     218,000,000  
    Total liabilities...............      251,790,767     244,955,519  
Commitments 
Redeemable partners' interests.........    16,732,480       8,514,400  
Partners' capital (deficit)
  General partner......................    (2,860,031)     (2,011,986)
  Limited partners.....................    44,916,743      34,473,109  
  Preferred equity interest............       392,757         284,867  

    Total partners' capital......          42,449,469      32,745,990  
    Total liabilities and
      partners' capital..........        $310,972,716    $286,215,909  



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

                                               Three Months Ended      
                                                   March 31,          
                                              1999             1998     
Cash flows from operating activities:
Net income (loss).......................   $(5,000,232)    $  1,437,355  
Adjustments to reconcile net income 
  (loss) to net cash provided by
  operating activities:		
  Depreciation and amortization.........    10,393,364        9,442,832  
  Amortization of deferred loan cost....       235,956          247,440  
  Gain on sale of Michigan assets.......             -       (5,989,846)
  Loss on disposal of fixed assets......	76,798  	260,912  
  Cumulative effect of accounting change
    for organizational costs............       111,607                -  
  Deferred taxes benefit................      (537,000)      (1,098,000)
  Decrease in subscriber accounts 
    receivable..........................       493,722          309,085  
  Decrease in other receivables.........     1,893,823          593,691  
  Decrease (increase) in prepaid 
    expenses and other..................       919,434         (205,882)
  Increase (decrease) in accounts
    payable and accrued liabilities.....     1,829,223         (900,090)
  Increase (decrease) in subscriber 
    deposits and prepayment.............    (1,031,521)          15,946  
  Decrease in interest payable..........    (3,591,383)      (3,702,056)
    Net cash provided by operating
      activities........................     5,793,791          411,387  

Cash flows from investing activities:
Acquisitions of cable systems, net......       (13,812)               -  
Additions to property, plant and 
  equipment.............................    (5,722,161)      (6,727,584)
Additions to cable television 
  franchises, net of retirements
  and changes in other intangible
  assets................................       (63,890)         (38,349)
Net proceeds from sale of Michigan 
  assets................................             -       17,050,564  
Net proceeds from the disposal of assets
  (other than Michigan).................        79,111           92,664  
    Net cash provided by (used in)  
      investing activities..............    (5,720,752)      10,377,295  

Cash flows from financing activities
Proceeds from long-term bank debt.......     8,000,000        8,500,000  
Payments of long term-bank debt.........    (6,000,000)     (20,000,000)
    Net cash provided by (used in)
      financing activities..............     2,000,000      (11,500,000)

Net decrease in cash....................     2,073,039         (711,318)
Cash at beginning of quarter............     2,324,892        1,902,555  

Cash at end of quarter..................   $ 4,397,931     $  1,191,237  


See accompanying notes to financial statements
<PAGE>
<TABLE>
RIFKIN ACQUISTION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(UNAUDITED)
Three Months Ended March 31, 1999 and 1998


<CAPTION>
                                Preferred                
                                 Equity           General        Limited    
                                Interest          Partner        Partners          Total   
<S>                           <C>            <C>               <C>             <C>             
Partners' capital (deficit)
  at 12/31/98...............    $422,758       $(1,991,018)      $55,570,041      $54,001,781  
Net loss for the quarter
  ended 3/31/99.............     (30,001)          (50,003)       (4,920,228)      (5,000,232)
Accretion of redeemable
  partners' interest........           -          (819,010)       (5,733,070)      (6,552,080)

Partners' capital (deficit)
  at 3/31/99................    $392,757       $(2,860,031)      $44,916,743      $42,449,469  


Partners' capital (deficit)
  at 12/31/97...............    $276,243       $(1,885,480)      $34,044,912      $32,435,675  
Net income for the quarter
  ended 3/31/98.............       8,624            14,374         1,414,357        1,437,355  
Accretion of redeemable
  partners' interest........           -          (140,880)         (986,160)      (1,127,040)

Partners' capital (deficit)
  at 3/31/98................    $284,867       $(2,011,986)      $34,473,109      $32,745,990  

<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.

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 of normal 
recurring accruals necessary to present fairly the Company's consolidated 
financial position at March 31, 1999, December 31, 1998 and March 
31,1998, and its consolidated results of operations and cash flows for 
the three months ended March 31, 1999 and 1998.  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, 1998.  

2.	Subsequent Event

On February 12, 1999, the Company signed a letter of intent for the 
partners to sell their partnership interests to Charter Communications, 
Inc. ("Charter"). On April 26, 1999, the Company signed a definitive 
Purchase and Sale Agreement with Charter for the sale of the individual 
partners' interest.  The company and Charter are expected to complete the 
sale during the third quarter of 1999.

3.	Adoption of New Accounting Pronouncement

Effective January 1, 1999, the Company adopted the Accounting Standards 
Executive Committee's Statement of Position (SOP)98-5 "Reporting on the 
Costs of Start-Up Activities," which requires the Company to expense all 
start-up costs related to organizing a new business.  During the first 
quarter of 1999, the Company wrote off the organization costs capitalized 
in prior years along with the accumulated amortization, resulting in the 
recognition of a cumulative effect of accounting change loss of $111,607.


4.	Reclassification of Financial Statement Presentation

Certain reclassifications have been made to the 1998 Consolidated 
Statement of Operations to conform with the Audited Consolidated 
Statement of Operations for the year ended December 31, 1998.

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, were 
allowed to redeem up to 25% of the principle amount of the notes issued 
to institutional investors of not less than $25 million.  Such redemption 
did not take place.  The Senior Subordinated Notes had a balance of $125 
million at March 31, 1999 and 1998.


<PAGE>
RIFKIN ACQUISITION CAPITAL CORP.
	
BALANCE SHEET 



                                            March 31,        December 31,
                                              1999              1998    
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 
"Business" and "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.  

Forward-looking statements include, but are not limited to, statements under 
the following headings:  (i) "Management's Discussion and Analysis of 
Financial Conditions and Results of Operations - Liquidity and Capital 
Resources" about the sufficiency of the expected cash flow of the Company; and 
(ii) "Management's Discussion and Analysis of Financial Conditions and Results 
of Operations - Year 2000" about the expected financial impact of the Year 
2000 problem on the Company.

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:

* Competition in the television programming industry, including competition 
  from other companies providing programming via cable, DBS, telephone lines, 
  SMATV, MMDS or LMDS; the Company's substantial leverage and the risk that 
  the Company may be unable to service or repurchase the Partnership's and 
  RACC's debt.  See "Management's Discussion and Analysis of Financial 
  Conditions and Results of Operations - Liquidity and Capital Resources";

* Certain restrictions imposed by the terms of the Company's indebtedness,
  including the ability to incur additional indebtedness, incur liens, pay 
  distributions or make other restricted payments, consummate asset sales, 
  enter into certain transactions with affiliates, merge or consolidate with 
  other persons or sell, assign, transfer, lease, convey or dispose of all 
  or substantially all of the assets of the Company.  see "Management's 
  Discussion and Analysis of Financial Conditions and Results of Operations 
  - Liquidity and Capital Resources;"

* Increases in the costs of cable programming the Company provides to
  consumers in its Systems and the inability to have access to sufficient 
  cable programming;

* The ongoing need for significant capital expenditures to expand the
  Company's cable systems, conduct routine replacement of cable television 
  plant and increase channel capacity of certain Systems.  See "Management's 
  Discussion and Analysis of Financial Conditions and Results of Operations 
  - Liquidity and Capital Resources."  The inability of the Company to fund 
  such capital expenditures could have a materially adverse impact on the 
  Company;

* The potential for the termination of franchises by local franchise
  authorities or renewal of such franchises on less favorable terms, either 
  of which could have a materially adverse impact on the Company's results 
  of operations;

* The non-exclusivity of franchises which could permit other cable
  programming providers the opportunity to compete directly with the 
  Company's Systems;

* Changes in or the inability to comply with government regulation in the
  cable television industry; 

* The Company's dependence on key personnel in executing the Company's plans,
  including Monroe M. Rifkin, Chairman of Rifkin & Associates, Inc. ("R & 
  A"), Kevin B. Allen, Vice Chairman and Chief Executive Officer of R & A and 
  Jeffrey D. Bennis, President and Chief Operating Officer of R & A, the loss 
  of any of whom could have a materially adverse impact on the Company;

* Uncertainties regarding Year 2000 issues which could materially adversely
  impact the Company, including the failure to identify and correct all 
  computer codes and embedded chips or otherwise obtain Year 2000 readiness 
  or the failure of third parties with which the company transacts business 
  to achieve Year 2000 readiness. See "Management's Discussion and Analysis 
  of Financial Conditions and Results of Operations  - Year 2000";

* The dependence upon distributions to the Partnership from the Partnership's
  subsidiaries.  The Company derives a substantial portion of operating 
  income from its subsidiaries which funds are necessary for the Company to 
  meet its obligations; and

* Potential conflicts of interest arising out of the relationship between the
  Company, RACC, and affiliates.  R & A Management, LLC ("RML"), which is 
  controlled by Monroe M. Rifkin through Mr. Rifkin's ownership of RML's 
  managing member, R & A, manages all aspects of the business and operations 
  for the Company for a management fee.  Certain decisions concerning the 
  management of the Company may present conflicts of interest between the 
  Company and RML.  

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.  

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 
1998

Revenue increased 9.1%, or approximately $2.0 million, to approximately $24.0 
million for the three months ended March 31, 1999 from approximately $22.0 
million for the three months ended March 31, 1998.  This increase resulted 
from approximately $2.4 million in growth in basic customers and increases in 
basic and tier rates, offset by approximately $400,000 in total revenue 
decreases due to the January 31, 1998 sale of systems serving Bridgeport and 
Bad Axe, Michigan (the "Michigan Sale").  Basic customers increased .2% to 
approximately 190,300 at March 31, 1999 from approximately 189,800 at March 
31, 1998.  This increase was attributable to continued growth in Georgia 
(2,300 or 3.8%) offset by customer losses in Tennessee (700) and Illinois 
(1,200).  Average monthly revenue per customer increased 11.6% from $37.68 for 
the three months ended March 31, 1998 to $42.04 for 1999 primarily a result 
of rate increases.  Premium service units increased 7.6% to approximately 
111,400 as of March 31, 1999, from approximately 103,500 as of March 31, 1998, 
as a result of increases in Georgia (3,900), Tennessee (800) and Illinois 
(3,100).  The Company's premium penetration increased to 58.5% from 54.5% 
between 1998 and 1999.

Operating expense, which includes costs related to technical personnel, 
franchise fees and repairs and maintenance, decreased 2.4%, or approximately 
$100,000 to approximately $3.5 million for the three months ended March 31, 
1999, and decreased as a percentage of revenue to 14.4% from 16.1%.  The 
decrease relates to the normal annual inflationary operating expense 
increases, offset by an approximate $100,000 decrease related to the Michigan 
Sale along with small decreases in numerous expense categories due to tighter 
expense controls.


Programming expense, which includes costs related to basic, tier and premium 
services, increased 9.2%, or approximately $500,000 to approximately $5.4 
million for the three months ended March 31, 1999 from approximately $4.9 
million for the three months ended March 31, 1998, and remained constant as 
a percentage of revenue at 22.5%.  The increase is due to program vendor rate 
increases and the addition of programming in certain systems offset by 
approximately $100,000 related to the Michigan Sale.

Selling, general and administrative expense, which includes expenses related 
to on-site office and customer-service personnel, customer billing and postage 
and marketing, increased 27.1%, or approximately $700,000 to approximately 
$3.5 million for the three months ended March 31, 1999 from approximately $2.7 
million for the same period in 1998.  As a percentage of revenue, selling, 
general and administrative expense increased to 14.5% for the three months 
ended March 31, 1999 from 12.5% in 1998.  Approximately $400,000 of the 
increase related to lower programmer cost reimbursement of marketing launch 
expense and the normal annual inflationary selling, general and administrative 
expense increases, offset by an approximate $100,000 decrease related to the 
Michigan Sale.

Depreciation and amortization expense of approximately $10.4 million for the 
three months ended March 31, 1999 increased approximately $1.0 million from 
the three months ended March 31, 1998.  The increase in depreciation resulted 
primarily from increases of approximately $5.7 million in 1999 and 
approximately $6.7 million in 1998 in property, plant and equipment along with 
$11.8 million attributable to the net fixed assets added in relation to the 
Tennessee Trade.  As a percentage of revenue, depreciation and amortization 
expenses increased to 43.3% in 1999 from 42.9% in 1998.

Management fees, equal to 3.5% of gross revenue, of approximately $800,000 in 
1999 remained consistent with the three months ended March 31, 1998.

The loss on disposal of assets, primarily the write-off of replaced house 
drops and rebuilt trunk and distribution equipment totaled approximately 
$100,000 for the three months ended March 31, 1999 compared to an approximate 
$300,000 loss in 1998.

An approximate gain of $6.0 million was recorded in the three months ended 
March 31, 1998 as a result of the Michigan Sale.

Interest expense during 1999 decreased approximately $100,000 from the three 
months ended March 31, 1998 and decreased as a percentage of revenue from 
27.0% to 24.5%. Interest expense was based on an average debt balance of 
$226.8 million with an average interest rate of 10.4% and an average debt 
balance of $225.1 million with an average interest rate of 10.6% for 1999 and 
1998, respectively.  The debt increase was primarily a result of increased 
borrowings related to capital additions.

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 
$500,000 was recorded in 1999 compared to an income tax benefit of 
approximately $1.1 million for the three months ended March 31, 1998.  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."

The Company also reflected an approximate $100,000 change to income for the 
write-off of organizational costs in compliance with the adoption of 
accounting pronouncement SOP 98-5 "Reporting on the Costs of Start-Up 
Activities," which requires the Company to expense all start-up costs.

As a result of the factors discussed above, the Company experienced a Net Loss 
of approximately $5.0 million in 1999, compared with an approximate $1.4 
million Net Income in 1998.

Adjusted EBITDA, defined as income (loss) before interest expense, income 
taxes, depreciation and amortization, loss on disposal of assets, gain on sale 
of Michigan assets, and the non-cash provision for the management incentive 
plan and the cumulative effect of the accounting change for organizational 
costs, increased 9.5%, or approximately $1.0 million to $11.2 million in 1999 
from $10.2 million in 1998. As a percent of revenue, Adjusted EBITDA increased 
to 46.5% in 1999 from 46.3% for 1998.  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, 1999 and 1998, net cash provided by 
operations (including changes in working capital) of the Company was 
approximately $5.8 million and $400,000, respectively.  

From December 31, 1998 to March 31, 1999, the Company's available cash and 
cash equivalents increased from approximately $2.3 million to approximately 
$4.4 million. Accounts payable and accrued liabilities increased approximately 
$1.8 to approximately $13.5 million from December 31, 1998 to March 31, 1999 
primarily a result of bill payment timing.  Customer deposits and prepayments 
decreased approximately $1.0 million to approximately $600,000 from December 
to March primarily a result of the timing of customer payments.  Interest 
payable decreased approximately $3.6 million to approximately $3.7 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 $500,000 to approximately $7.4 million as a result of 
differences in book and tax depreciation and amortization lives and methods. 
Notes payable increased by $2.0 million from December 31, 1998 to March 31, 
1999 due primarily to the borrowings related to capital expenditures.

The Company has increased its total consolidated debt to $226.6 million as of 
March 31, 1999 from $224.6 million at December 31, 1998.  The Company has 
unused commitments under the Amended and Restated Credit Agreement of $25.5 
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 5.50.  As of 
March 31, 1999, the Company's Total Funded Debt Ratio was 5.08.  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 March 31, 1999  of $62.5 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.

Year 2000 Issue

As many computer software, hardware, and other equipment with embedded chips 
or processors (collectively, the "business systems") use only two digits to 
represent the year, they may be unable to process accurately certain data 
before, during or after the year 2000.  As a result, business and governmental 
entities are at risk for possible miscalculations or systems failures causing 
disruptions in their business operations.  This is commonly known as the Year 
2000 issue.

During 1998 and continuing into 1999, the Company began an enterprise-wide, 
comprehensive effort to assess and remediate Year 2000 issues in the following 
areas: (a) the Company's technology systems, including software and computer 
and peripheral hardware used in the Company's operations, (b) electronic data 
interchange systems, (c) non-information technology systems (embedded 
technology), including PBX and voice messaging systems, heating and air 
conditioning systems, alarm systems, predictive dialers, radio communication 
systems and other support role systems, and (d) Year 2000 compliance of 
entities or persons from  which the Company retrieves or receives data or 
products (including states, counties and other vendors) and third parties with 
which the Company has a material relationship.  The Company undertook this 
action to ensure their computer systems and related software, facilities, and 
equipment, process and store information in the Year 2000 and thereafter.  The 
Company's Year 2000 remediation efforts include an assessment of its critical 
systems, including customer service and billing systems, information systems, 
and product reception and distribution systems.  

The Company has a Year 2000 Task Force ("Task Force") and includes 
representatives from all business divisions.  The Task Force is responsible 
for overseeing the remediation efforts and ensures that all-necessary action 
and resources are in place. The Task Force has implemented a six phase plan 
to identify and repair Year 2000 affected systems:  (i) inventory systems to 
identify potentially date-sensitive systems, including third party-products; 
(ii) assess the systems for Year 2000 compliance and evaluate the actions 
necessary to bring it into compliance; (iii) remediation of the system by 
modifying, upgrading or replacing the system; (iv) testing the corrected 
systems;  (v) deploy the corrected system; and (vi) monitor the corrected 
system. 

Inventory assessment of the information systems is substantially complete. 
Significant progress has been made to complete the remediation, testing and 
deployment, which is scheduled for completion by July 31, 1999.

Inventory and assessment of the cable system facilities, which includes the 
customer service, product reception and distribution systems, are 
substantially complete.  Remediation, testing and deployment are well under 
way and are scheduled to be completed by September 30, 1999.

The Company is continuing its survey of the significant third-party vendors 
and suppliers whose systems, services or products that are important to the 
Company's operations.  The Company has received information that critical 
systems, services and products supplied to the Company by third parties are 
Year 2000 compliant or are expected to be Year 2000 compliant before the year 
2000.  Third-party vendors and suppliers whose systems will not be compliant 
before the year 2000 have been replaced, will be scheduled to be replaced or 
a contingency plan will be developed to accommodate the vendor or supplier. 
Although the Company believes that its own internal systems will be Year 2000 
compliant, no assurance can be given that the systems of the external sources 
of the Company's data, telephone and utility providers, customers and other 
third parties with which the Company has a material relationship will be Year 
2000 compliant.  The Company will be continuing to contact these entities 
during 1999 to assess their state of Year 2000 readiness and to plan changes 
that may be necessary to prevent any Year 2000 impact on the Company's 
systems.  Depending on the length of time the contingency plans remain in 
effect, they could have an adverse effect on the Company's business, 
operations and financial condition.

The Task Force will coordinate the development of contingency plans in the 
event the Company's plan to identify and repair Year 2000 affected systems is 
not completed by their scheduled completion dates.  The Company expects to 
have solidified its contingency plans by no later than July 31, 1999.

The remediation and testing of the Company's business systems will cost an 
estimated $200,000.  These costs are to be expensed in the period incurred and 
funded through cash flows from operations.  Expenses to date have approximated 
$50,000.  The financial impact is not expected to be material to the Company's 
financial position or results of operations.

The scheduled completion dates and costs associated with the various 
components of the Year 2000 compliance plan described above are estimated and 
are subject to change.

The Company believes that it has and will continue to devote the resources 
necessary to achieve Year 2000 readiness in a timely manner.  However, there 
can be no assurance that the Company's internal systems, the systems of others 
on which the Company relies, or the systems of the Company's customers will 
be Year 2000 ready in a timely and appropriate manner or that the Company's 
contingency plans or the contingency plans of others on which the Company 
relies will mitigate the effects of the Year 2000 problem.  Currently, the 
Company believes that the most reasonable likely worst case scenario would be 
its inability to receive and/or retransmit product to their customers and the 
failure of customer service and billing systems.  While the Company does not 
expect this scenario to occur, if it did occur, it could result in the 
reduction of the Company's operations, despite the successful execution of the 
Company's business continuity and contingency plans, and accordingly, have an 
adverse effect on the Company's business, operations and financial condition.

The forgoing discussion under the heading "Year 2000" constitutes and is 
denominated as "year 2000 readiness disclosure" within the meaning of the Year 
2000 Information and Readiness Disclosure Act.

<PAGE>
PART II:  OTHER INFORMATION

ITEM 5.	Other Information

<PAGE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
REVENUE AND OPERATING CASH FLOW REPORT
(UNAUDITED)
Three Months Ended March 31, 1999 and 1998


REVENUES:
                                                     1999            1998     
  
Georgia.................................	$  8,405,112	$  7,092,344 	 
Illinois................................           2,707,068       2,655,844    
Michigan(3).............................                   -         378,046  
Tennessee...............................          12,863,005      11,850,920   
Other(2)................................	      42,098	      28,356 	 

   Total................................        $ 24,017,283    $ 22,005,510 	 

OPERATING CASH FLOW(1):

Georgia.................................	$  4,190,340	$  3,496,859 	 
Illinois................................           1,378,148       1,390,189  
Michigan................................                   -          80,228   
Tennessee...............................           6,406,418       5,990,925  
Other...................................	      22,959	         739 	

   Total................................        $ 11,997,865     $10,958,940  

OPERATING CASH FLOW AS A PERCENT OF REVENUES:

Georgia.................................              49.9 %          49.3 %   
Illinois................................              50.9 %          52.3 %   
Michigan................................                 -            21.2 %  
RAP-Tennessee...........................              49.8 %          50.6 %  

Total (excluding other)...............                49.9 %          49.9 %   





(1)  Excludes management fee expense of $840,605 and $770,193, net losses 
related to the disposition of certain plant assets of $76,798 and 
$260,912 non-cash management incentive plan expense of $219,999 and 
$189,999, and the non-cash cumulative effect of accounting change for 
organizational costs of $111,607 and $0 for the quarters ended March 31, 
1999 and 1998, respectively. 

(2)  Principally interest income. 

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

<PAGE>
ITEM 6.    Exhibits and Reports on Form 8-K


(a)	Exhibits

		Exhibit 27   Financial Data Schedule

(b)	Reports on Form 8-K

		On May 7, 1999, the Company filed a report on Form 8-K of its Purchase and 
Sale Agreement dated April 26, 1999 with Charter Communications, Inc., 
and the Purchase and Sale agreement dated April 26, 1999 between 
InterLink Communications Partners, LLLP and Charter Communications, Inc.


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 17, 1999.	


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)