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


                    Quarterly report pursuant to Section 13 or
                    15(d) of the Securities Exchange act of 1934 
                    For the quarterly period ended June 30, 1997


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, CO  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..........   19

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

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

ITEM 1.   Financial Statements

RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>
                                                Three Months Ended     
                                                     June 30,         
                                                  1997        1996
<S>                                          <C>            <C>
Revenue:
Service................................      $20,025,026    $17,195,007 
Installation and other.................        1,306,384      1,108,650 

     Total revenue                            21,331,410     18,303,657 

Costs and Expenses:
Operating expense......................        3,415,570      2,685,354 
Programming expense....................        4,773,361      3,866,940 
Selling, general and administrative
  expense..............................        3,128,773      2,764,270 
Depreciation and amortization..........        9,840,514      9,240,572 
Management fees........................          746,601        640,628 
Loss on disposal of assets.............        2,244,511        449,013 

     Total costs and expenses.........        24,149,330     19,646,777 

Operating loss.........................       (2,817,920)    (1,343,120)
Interest expense.......................        5,942,188      5,440,313 

Loss before income taxes...............       (8,760,108)    (6,783,433)
Income tax benefit.....................       (1,870,000)      (926,000)

Net loss...............................      $(6,890,108)   $(5,857,433)

Adjusted EBITDA........................      $ 9,582,099    $ 8,531,463 
</TABLE>
<PAGE>
<TABLE>
            CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>                                    
                                                 Six Months Ended     
                                                     June 30,         
                                                 1997         1996     
<S>                                         <C>            <C>
Revenue:
Service................................     $ 38,326,201   $ 31,265,873 
Installation and other.................        2,341,538      2,520,514 

     Total revenue                            40,667,739     33,786,387 

Costs and Expenses:
Operating expense......................        6,891,333      4,896,210 
Programming expense....................        8,981,751      6,975,917 
Selling, general and administrative
  expense..............................        5,666,644      4,843,523 
Depreciation and amortization..........       19,368,702     16,526,755 
Management fees........................        1,423,372      1,162,914 
Loss on disposal of assets.............        2,373,514        589,258 

     Total costs and expenses.........        44,705,316     34,994,577 
 
Operating loss.........................       (4,037,577)    (1,208,190)
Interest expense.......................       11,508,370     10,593,357 

Loss before income taxes...............      (15,545,947)   (11,801,547)
Income tax benefit.....................       (2,658,000)    (1,771,000)

Net loss...............................     $(12,887,947)  $(10,030,547)

Adjusted EBITDA........................     $ 18,184,633   $ 15,697,556 

<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,
                                                   1997           1996     
                                                (Unaudited)                

<S>                                            <C>            <C>
Cash....................................       $  1,622,727   $  1,387,232 
Subscriber accounts receivable,
 net of allowance for doubtful
 accounts of $347,861 in 1997
 and $381,197 in 1996...................          1,254,968      1,184,074 
Other receivables.......................          3,230,009      2,622,375 
Prepaid expenses and other..............          1,522,127      1,776,272 
Property, plant and equipment at cost:
 Cable television transmission and 
   distribution systems and related
   equipment............................        126,908,200    110,600,391 
 Land, building, vehicles and
   furniture and fixtures...............          6,750,641      5,726,169 
                                                133,658,841    116,326,560 
Less accumulated depreciation...........        (20,778,091)   (14,264,937)
        Net property, plant and 
          equipment.....................        112,880,750    102,061,623 
Franchise costs and other intangible
 assets, net of accumulated 
 amortization of $41,716,408 in 1997
 and $28,849,916 in 1996................        192,218,180    190,801,885 

        Total assets....................       $312,728,761   $299,833,461 

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                                    
Accounts payable and accrued 
 liabilities............................       $ 12,341,181   $  9,937,238 
Subscriber deposits and prepayments.....          1,373,884      1,272,279 
Interest payable........................          7,219,960      6,784,261 
Deferred taxes payable..................         14,815,000     17,473,000 
Notes payable...........................        224,000,000    198,500,000 
        Total liabilities...............        259,750,025    233,966,778 
Commitments 
Redeemable partners' interests..........          6,541,440      4,861,840 
Partners' capital (deficit):
 General partner........................         (1,648,183)    (1,309,354)
 Limited partners.......................         47,730,302     61,881,692 
 Preferred equity interest..............            355,177        432,505 

        Total partners' capital.........         46,437,296     61,004,843 
        Total liabilities and partners'
          capital.......................       $312,728,761   $299,833,461 
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                  RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                 CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                    
<CAPTION>
ASSETS
                                                 June 30,      June 30,   
                                                   1997          1996     
<S>                                             <S>           <S>
Cash...................................         $ 1,622,727   $  1,716,052 
Subscriber accounts receivable,
  net of allowance for doubtful
    accounts of $347,861 in 1997
    and $351,253 in 1996...............           1,254,968      1,084,983 
Other receivables......................           3,230,009      1,759,040 
Prepaid expenses and other.............           1,522,127        994,568 
Property, plant and equipment at cost:
  Cable television transmission and 
   distribution systems and related
   equipment...........................         126,908,200    102,449,204 
  Land, building, vehicles and
   furniture and fixtures..............           6,750,641      5,132,344 
                                                133,658,841    107,581,548 
Less accumulated depreciation..........         (20,778,091)    (8,070,734)
     Net property, plant and equipment          112,880,750     99,510,814 
  Franchise costs and other intangible
    assets, net of accumulated 
   amortization of 41,716,408 in 1997
   and $16,119,518 in 1996.............         192,218,180    202,757,670 

         Total assets..................        $312,728,761   $307,823,127 

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Accounts payable and accrued 
  liabilities..........................        $ 12,341,181   $  8,703,316 
Subscriber deposits and prepayments....           1,373,884      1,124,966 
Interest payable.......................           7,219,960      6,179,367 
Deferred taxes payable.................          14,815,000     19,348,000 
Notes payable..........................         224,000,000    195,000,000 
        Total liabilities..............         259,750,025    230,355,649 
Commitments 
  Redeemable partners' interests.......           6,541,440      4,232,000 
Partners' capital (deficit)
  General partner......................          (1,648,183)    (1,114,617)
  Limited partners.....................          47,730,302     73,847,985 
  Preferred equity interest............             355,177        502,110 

         Total partners' capital.......          46,437,296     73,235,478 
         Total liabilities and
           partners' Capital...........        $312,728,761   $307,823,127 
<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,          
                                                   1997           1996     
<S>                                            <C>            <C>
Cash flows from operating activities:
Net loss................................       $(12,887,947)  $(10,030,547)
Adjustments to reconcile net loss to
  net cash provided by operating
  activities:                                               
    Depreciation and amortization.......         19,368,702     16,526,755 
   Amortization of deferred loan cost...            494,880        476,066 
   Loss on disposal of fixed assets.....          2,373,514        589,258 
   Deferred tax benefit.................         (2,658,000)    (1,779,000)
   Increase in subscriber
     accounts receivable................            (70,894)      (200,075)
   Decrease in other receivables........           (607,634)      (216,373)
   Decrease (increase) in prepaid 
     expenses and other.................            254,145        (70,339)
   Increase in accounts payable
      and accrued liabilities...........          2,403,943      2,835,731 
   Increase in subscriber deposits 
     and prepayment.....................            101,605        163,438 
   Increase in interest
      payable...........................            435,699      6,088,094 
      Net cash provided by operating
        activities......................          9,208,013     14,383,008 

Cash flows from investing activities:
Acquisition of Mid-Tennessee Systems....                  -    (61,804,006)
Acquisition of RCT Systems..............                  -    (10,159,342)
Additions to property, plant and 
  equipment.............................        (20,331,911)    (7,096,345)
Additions to cable television 
  franchises, net of retirements
  and changes in other intangible
  assets................................        (14,282,786)      (497,906)
Net proceeds from the sale of assets....            142,179         66,249 
      Net cash used in investing 
        activities......................        (34,472,518)   (79,491,350)

Cash flows from financing activities:
Proceeds from issuance of Senior 
  subordinated notes....................                  -    125,000,000 
Proceeds from long-term bank debt.......         29,000,000      9,500,000 
Deferred loan costs.....................                  -     (5,993,626)
Payments of long term-bank debt.........         (3,500,000)   (77,000,000)
Partners' capital contributions.........                  -     15,000,000 
      Net cash provided by financing
        activities......................         25,500,000     66,506,374 

Net increase in cash....................            235,495      1,398,032 
Cash at beginning of period.............          1,387,232        318,020 

Cash at end of period...................        $ 1,622,727    $ 1,716,052 
<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, 1997 and 1996
<CAPTION>
                                  Preferred
                                    Equity     General        Limited              
                                   Interest    Partner        Partners       Total   
<S>                               <C>          <C>            <C>            <C>
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 



Partners' capital (deficit)
  at 3/31/96................      $ 537,254    $(1,012,042)   $79,919,699    $79,444,911 
Net loss for the quarter
  ended 6/30/96.............        (35,144)       (58,575)    (5,763,714)    (5,857,433)
Accretion of redeemable 
  partners' interest........              -        (44,000)      (308,000)      (352,000)

Partners' capital (deficit)
  at 6/30/96................      $ 502,110    $(1,114,617)   $73,847,985    $73,235,478 
<FN>
              See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                   RIFKIN ACQUISTION PARTNERS, L.L.L.P.
           CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
                                (UNAUDITED)
                  Six Months Ended June 30, 1997 and 1996
<CAPTION>                                     
                                  Preferred                                   
                                   Equity       General        Limited              
                                  Interest      Partner        Partners         Total   
<S>                               <C>         <C>            <C>            <C>
Partners' capital (deficit)
  at 12/31/96...............      $ 432,505   $(1,309,354)   $61,881,692    $61,004,843 
Net loss for the 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 



Partners' capital (deficit)
  at 12/31/95...............      $ 562,293   $(1,085,311)   $69,421,043    $68,898,025 
Net loss for the six months
  ended 6/30/96.............        (60,183)     (100,306)    (9,870,058)   (10,030,547)
Partners' contributions.....              -       150,000     14,850,000     15,000,000 
Accretion of redeemable 
  partners' interest........              -       (79,000)      (553,000)      (632,000)

Partners' capital (deficit)
  at 6/30/96................      $ 502,110   $(1,114,617)   $73,847,985    $73,235,478 
<FN>
              See accompanying notes to financial statement.
</TABLE>
<PAGE>
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
1.  General Information and Transfer of Net Assets

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

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

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

This form 10-Q is being filed in conformity with the SEC requirements
for unaudited consolidated financial statements for the Company and
does not contain all of the necessary footnote disclosures required for
a fair presentation of the balance sheets, statements of operations, of
partners' capital(deficit), and of cash flows in conformity with
generally accepted accounting principles.  However, in the opinion of
management, this data includes all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the Company's
consolidated financial position at  June 30, 1997, December 31, 1996
and  June 30,1996, its consolidated results of operations for the six
months and three months ended June 30, 1997 and 1996, and its
consolidated cash flows for the six months ended June 30, 1997 and
1996.  The consolidated financial statements should be read in
conjunction with the Company's annual consolidated financial statements
and notes thereto included on Form 10-K, No. 333-3084, for the year
ended December 31, 1996.  


2.  Acquisition of Cable Properties

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

The acquisitions were accounted for using the purchase method of
accounting, and the results of operations of the Mid-Tennessee Systems
have been included in the consolidated financial statements since March
1, 1996, and the results of the RCT Systems have been included in the
consolidated financial statements since April 1, 1996.  <PAGE>
<PAGE>
2.  Acquisition of Cable Properties (continued)

The following unaudited pro forma information presents a summary of
consolidated results of operations for the Company as if the Mid-
Tennessee and RCT Systems acquisitions had occurred at the beginning of
1996, with pro forma adjustments to show the effect on depreciation and
amortization for the acquired assets, management fees on additional
revenues and interest expense on additional debt (dollars in
thousands):

                             Quarter ended        Six Months Ended
                                 June 30,              June 30
                            1997        1996       1997       1996

 Total revenues.......... $21,331     $18,304   $ 40,668   $ 36,847
 Net loss................  (6,890)     (5,857)   (12,888)   (10,957)

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

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 Systems"), 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.
<PAGE>
<TABLE>
                     RIFKIN ACQUISITION CAPITAL CORP.
                                     
                              BALANCE SHEET 
<CAPTION>
                                                   June 30,        December 31,
                                                    1997              1996    
Assets    
<S>                                             <C>               <C> 
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
<FN>
    The accompanying notes are an integral part of the balance sheet.
</TABLE>
<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


Results of Operations

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


THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED
JUNE 30, 1996

Revenue increased 16.5%, or approximately $3.0 million, to
approximately $21.3 million for the three months ended June 30,
1997 from approximately $18.3 million for the three months ended
June 30, 1996.  This increase resulted primarily from growth in
basic customers and increases in basic and tier rates as well as
additional revenues in the approximate amount of $1.0 million as a
result of the April 1, 1997 acquisition of cable systems serving
Manchester and Shelbyville, Tennessee (the "ACT V Acquisition"). 
Basic customers increased 9.7% to approximately 198,800 at June 30,
1997 from approximately 181,200 at June 30, 1996.  This increase
was attributable to the acquired customers related to the ACT V
Acquisition (11,600) as well as continued growth in the Tennessee
(1,600) and  Georgia (4,500) systems.  Average monthly revenue per
customer increased 5.3% from $35.06 for the three months ended June
30, 1996 to $36.91 for 1997.  Premium service units increased  4.0%
to approximately 111,000 as of June 30, 1997, from 106,800 as of
June 30, 1996. This increase was a result of the acquired units
related to the ACT V Acquisition (7,400) offset by losses in
certain Tennessee systems.  The Company's premium penetration
decreased to 55.9% from 58.9% between the comparable periods in
1997 and 1996 due mainly to decreased premium penetrations in
certain systems as a result of moving the Disney Channel from
premium to tier.

Operating expense, which includes costs related to technical
personnel, franchise fees and repairs and maintenance, increased
27.2%, or approximately $700,000 to approximately $3.4 million for
the three months ended June 30, 1997 from approximately $2.7
million in 1996, and increased as a percentage of revenue to 16.0%
from 14.7%.  Approximately $300,000 of the increase relates to
higher salaries and benefits as a result of added technical
personnel and annual wage increases while approximately $200,000 of
the increase relates to the operating expense of the acquired
systems in the ACT V Acquisition.

Programming expense, which includes costs related to basic, tier
and premium services, increased 23.4%, or approximately $900,000,
to approximately $4.8 million for the three months ended June 30,
1997 from approximately $3.9 million for the three months ended
June 30, 1996, and increased as a percentage of revenue to 22.4%
from 21.1%.  The increase is mainly due to program vendor rate
increases and the addition of programming in certain systems as
well as approximately $300,000 related to the programming expense
of the acquired systems in the ACT V Acquisition.

Selling, general and administrative expense, which includes
expenses related to on-site office and customer-service personnel,
customer billing and postage and marketing, increased 13.2%, or
approximately $400,000 to approximately $3.1 million for the three
months ended June 30, 1997 from approximately $2.8 million for the
same period in 1996.  As a percentage of revenue, selling, general
and administrative expense decreased to 14.7% for the three months
ended June 30, 1997 from 15.1% for the same period in 1996. 
Approximately $100,000 of the increase related to the selling,
general and administrative expense of the acquired systems in the
ACT V Acquisition.

Depreciation and amortization expense of approximately $9.8 million
for the three months ended June 30, 1997 increased approximately
$600,000 from depreciation and amortization expense for the same
period in 1996.  The increases in depreciation resulted primarily
from increases of approximately $9.1 million in the second quarter
of 1997 along with $4.8 million attributable to the fixed assets
added in relation to the acquired systems in the ACT V Acquisition
and approximately $4.1 million in the comparable period in 1996 in
property, plant and equipment.  As a percentage of revenue,
depreciation and amortization expenses decreased to 46.1% in the
second quarter of 1997 from 50.5% in the comparable period in 1996.

Management fees, equal to 3.5% of gross revenue, increased to
approximately $700,000 in the second quarter of 1997 from
management fees of approximately $600,000 in the comparable period
of 1996, due to the increase in the Company's revenue as a result
of rate increases and revenues related to the acquired systems in
the ACT V Acquisition.

The loss on disposal of assets, primarily the write-off of replaced
house drops and rebuilt trunk and distribution equipment increased
to approximately $2.2 million in the first quarter of 1997 from
approximately $400,000 in the first quarter of 1996.

Interest expense in the second quarter of 1997 increased by
approximately $500,000 or 9.2% over interest for the same period in
1996 and decreased as a percentage of revenue from 29.7% to 27.9%. 
Interest expense was based on an average debt balance of $218.5
million with an average interest rate of 10.9% and an average debt
balance of $196.3 million with an average interest rate of 11.1%
for the second quarters of 1997 and 1996, respectively. This
increase was primarily a result of a greater debt level in 1997.

The Company is a "pass-through" entity for income tax purposes. 
All income or loss flows through to the partners of the Company in
accordance with the Partnership Agreement.  An income tax benefit
of approximately $1.9 million and $900,000 was recorded in the
three month periods ended June 30, 1997 and 1996, respectively and
relates to deferred income taxes recorded as a result of the non-
cash tax liability of the Company's corporate subsidiaries in
conjunction with the application of Financial Accounting Standard
No. 109 (FAS 109), "Accounting for Income Taxes."

As a result of the factors discussed above, net loss increased
17.6%, or approximately $1.0 million in the three months ended June
30, 1997 compared to the comparable period of 1996.

Adjusted EBITDA, defined as income (loss) before interest expense,
income taxes, depreciation and amortization, loss on disposal of
assets, non-recurring interest income (related to the escrowed
Notes proceeds) and the non-cash provision for the management
incentive plan increased 12.3%, or approximately $1.1 million, to
approximately $9.6 million in 1997 from $8.5 million in 1996.  As
a percentage of revenue, Adjusted EBITDA decreased to 44.9% in the
second quarter of 1997 from 46.6% in the comparable period in 1996
as the Company's expense growth exceeded its revenue growth. 
Industry analysts generally consider Adjusted EBITDA to be an
appropriate measure of the performance of multi-channel television
operations.  Adjusted EBITDA is not presented in accordance with
generally accepted accounting principles and should not be
considered an alternative to, or more meaningful than, operating
income or operating cash flow as an indication of the Company's
operating performance.


SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE
30, 1996

Revenue increased 20.4%, or approximately $6.9 million, to
approximately $40.7 million for the six months ended June 30, 1997
from approximately $33.8 million for the six months ended June 30,
1996.  This increase resulted from the following:  (a)
approximately $2.5 million from growth in basic customers and
increases in basic and tier rates, (b) approximately $2.3 million
in total revenue as a result of the March 1, 1996 acquisition of
cable systems serving Hickory Hill, Lebanon and McMinnville,
Tennessee (the "Mid-Tennessee Acquisition"),(c) approximately $1.1
million in total revenue as a result of the April 1, 1996
acquisition of cable systems serving Fayetteville, Lawrenceburg and
Pulaski, Tennessee (the "RCT Acquisition") and (d) approximately
$1.0 million in total revenue as a result of the April 1, 1997
acquisition of cable systems serving Manchester and Shelbyville,
Tennessee (the "ACT V Acquisition").  Basic customers increased
9.7% to approximately 198,800 at June 30, 1997 from approximately
181,200 at June 30, 1996.  This increase was attributable to the
acquired customers related to the ACT V Acquisition (11,600),
continued growth in the Tennessee (1,600) and Georgia (4,500)
systems.  Average monthly revenue per customer decreased 1.8% from
$35.93 for the six months ended June 30, 1996 to $35.30 for 1997
due to the non-recurrence of approximately $600,000 in escrow
earnings in 1997.  Premium service units increased  4.0% to
approximately 111,000 as of June 30, 1997, from 106,800 as of June
30, 1996. This increase was a result of the acquired units related
to the ACT V Acquisition (7,400) offset by losses in certain
Tennessee systems.  The Company's premium penetration decreased to
55.9% from 58.9% between the comparable periods in 1997 and 1996
due mainly to decreased premium penetrations in certain systems as a
result of moving the Disney Channel from premium to tier.

Operating expense, which includes costs related to technical
personnel, franchise fees and repairs and maintenance, increased
40.8%, or approximately $2.0 million to approximately $6.9 million
for the six months ended June 30, 1997 from approximately $4.9
million in 1996, and increased as a percentage of revenue to 17.0%
from 14.5%.  Approximately $500,000, $200,000 and $200,000 of the
increase relates to the operating expense of the acquired systems
in the Mid-Tennessee Acquisition, RCT Acquisition and ACT V
Acquisition, respectively.  Approximately $600,000 of the increase
relates to higher salaries and benefits as a result of added
technical personnel and annual wage increases, and approximately
$200,000 relates to increased franchise fees as a result of higher
revenues.

Programming expense, which includes costs related to basic, tier
and premium services, increased 28.8%, or approximately $2.0
million, to approximately $9.0 million for the six months ended
June 30, 1997 from approximately $7.0 million for the six months
ended June 30, 1996, and increased as a percentage of revenue to
22.1% from 20.6%.  Approximately $500,000, $300,000 and $300,000 of
the increase relates to the programming expenses of the acquired
systems in the Mid-Tennessee Acquisition, RCT Acquisition and ACT
V Acquisition, respectively.  The remainder of the increase is due
to program vendor rate increases and the addition of programming in
certain systems.

Selling, general and administrative expense, which includes
expenses related to on-site office and customer-service personnel,
customer billing and postage and marketing, increased 17.0%, or
approximately $800,000 to approximately $5.7 million for the six
months ended June 30, 1997 from approximately $4.8 million for the
same period in 1996.  As a percentage of revenue, selling, general
and administrative expense decreased to 13.9% for the six months
ended June 30, 1997 from 14.3% for the same period in 1996.
Approximately $300,000, $200,000 and $100,000 related to the
selling, general and administrative expense of the acquired systems
in the Mid-Tennessee Acquisition, RCT Acquisition and ACT V
Acquisition, respectively.

Depreciation and amortization expense of approximately $19.4
million for the six months ended June 30, 1997 increased
approximately $2.8 million from depreciation and amortization
expense for the same period in 1996.  The increases in depreciation
resulted primarily from increases of approximately $7.1 million in
the first half of 1996 and approximately $15.5 million in the
comparable period in 1997 in property, plant and equipment along
with approximately $4.8 million attributable to the fixed assets
added in relation to the acquired systems in the ACT V Acquisition. 
The increases in amortization expense resulted primarily from the
amortization of franchise cost related to the Mid-Tennessee
Acquisition, RCT Acquisition and ACT V Acquisition, respectively. 
As a percentage of revenue, depreciation and amortization expenses
decreased to 47.8% in the first half of 1997 from 48.9% in the
comparable period in 1996.

Management fees, equal to 3.5% of gross revenue, increased to
approximately $1.4 million in the first half of 1997 from
management fees of approximately $1.2 million in the comparable
period of 1996, due to the increase in the Company's revenue as a
result of increases in customers and rates as well as the Mid-
Tennessee Acquisition, RCT Acquisition and ACT V Acquisition.

The loss on disposal of assets, primarily the write-off of replaced
house drops and rebuilt trunk and distribution equipment increased
to approximately $2.4 million  in the first half of 1997 and from
approximately $600,000 in the first half of 1996.

Interest expense in the first half of 1997 increased by
approximately $900,000 or 8.6% over interest for the same period in
1996 and decreased as a percentage of revenue from 31.4% to 28.3%. 
Interest expense was based on an average debt balance of $211.8
million with an average interest rate of 10.9% and an average debt
balance of $205.8 million with an average interest rate of 10.3%
for the first six months of 1997 and 1996, respectively. This
increase was primarily a result of the greater debt level in 1997.

The Company is a "pass-through" entity for income tax purposes. 
All income or loss flows through to the partners of the Company in
accordance with the Partnership Agreement.  An income tax benefit
of approximately $2.7 million and $1.8 million was recorded in the
six month periods ended June 30, 1997 and 1996, respectively and
relates to deferred income taxes recorded as a result of the non-
cash tax liability of the Company's corporate subsidiaries in
conjunction with the application of Financial Accounting Standard
No. 109 (FAS 109), "Accounting for Income Taxes."

As a result of the factors discussed above, net loss increased
28.5%, or approximately $2.9 million in the six months ended June
30, 1997 compared to the comparable period of 1996.

Adjusted EBITDA, defined as income (loss) before interest expense,
income taxes, depreciation and amortization, loss on disposal of
assets, non-recurring interest income (related to the escrowed
Notes proceeds) and the non-cash provision for the management
incentive plan increased 15.8%, or approximately $2.5 million, to
approximately $18.2 million in 1997 from approximately $15.7
million in 1996.  As a percentage of revenue, Adjusted EBITDA
decreased to 44.7% in the first half of 1997 from 46.5% in the
comparable period in 1996 as the Company's expense growth exceeded
its revenue growth.  Industry analysts generally consider Adjusted
EBITDA to be an appropriate measure of the performance of multi-
channel television operations.  Adjusted EBITDA is not presented in
accordance with generally accepted accounting principles and should
not be considered an alternative to, or more meaningful than,
operating income or operating cash flow as an indication of the
Company's operating performance.  
               

LIQUIDITY AND CAPITAL RESOURCES

The Company has relied upon cash generated by operations, borrowing
and equity contributions to fund capital expenditures and
acquisitions, service its indebtedness and finance its working
capital needs.  During the comparable three month periods ended
June 30, 1997 and 1996, net cash provided by operations (including
changes in working capital) of the Company was approximately $8.6
million and $8.5 million, respectively.  During the comparable six
month periods ended June 30, 1997 and 1996, net cash provided by
operations (including changes in working capital) of the Company
was approximately $9.2 million and $14.4 million, respectively.

From December 31, 1996, the Company's available cash increased from
approximately $1.4 million to approximately $1.6 million.  For the
same comparable dates, accounts payable and accrued liabilities
increased by approximately $2.4 million to approximately $12.3
million.  Interest payable increased from approximately $6.8
million to approximately $7.2 million for the same comparable dates
due primarily to the effect of the timing of payments.  Also, for
the same comparable dates, deferred taxes payable decreased
approximately $2.7 million to approximately $14.8 million as a
result of differences in book and tax depreciation and amortization
lives and methods.  Notes payable increased by $25.5 million from
December 31, 1996 to June 30, 1997 due to capital expenditures
primarily a result of the acquisition of two non-material cable
systems in Tennessee along with planned Georgia and Tennessee plant
upgrades.

The Company has increased its total consolidated debt to $224
million as of June 30, 1997 from $198.5 million at December 31,
1996.  The Company has unused commitments under the Amended and
Restated Credit Agreement of $45.2 million, $5.3 million of which
is available for general corporate purposes.  Access to the
remaining $39.9 million of availability under the Credit Agreement
for general corporate purposes or Permitted Acquisitions (as
defined in the Amended and Restated Credit Agreement) is subject to
the Company's compliance with all covenants in such facility and
the Company's Total Funded Debt Ratio (defined as the ratio of
funded indebtedness of the Company to annualized Adjusted EBITDA
based on the most recent quarter) being below 6.00x.  As of June
30, 1997, the Company's Total Funded Debt Ratio was 5.86x. 
Interest payments on the Notes and interest and principal payments
under the Amended and Restated Credit Agreement represent
significant liquidity requirements for the Company.  The Amended
and Restated Credit Agreement provides for two term loan facilities
in a total amount of $65 million.  Term Loan A in the amount of $25
million, matures on March 31, 2003 and begins amortizing on March
31, 2000.  Term Loan B in the amount of $40 million, matures March
31, 2004 and begins amortizing March 31, 2002.  The Amended and
Restated Credit Agreement also provides for an $80 million reducing
revolving facility, which has reduced to $76.3 million as of June
30, 1997, with a final maturity date of March 31, 2003.  Borrowings
under the Amended and Restated Credit Agreement will bear interest
at floating rates and will require interest payments on various
dates depending upon the interest rate options selected by the
Company.

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

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

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


<PAGE>
PART II:      OTHER INFORMATION

ITEM 5.   Other Information
<TABLE> 
                      RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                     REVENUE AND OPERATING CASH FLOW REPORT
                                   (UNAUDITED)
                    Three Months Ended June 30, 1997 and 1996

<CAPTION>
REVENUES:
                                                     1997              1996    
<S>                                               <C>            <C>
 Georgia................................          $ 6,489,276    $ 5,630,730 
 Illinois...............................            2,570,031      2,359,475 
 Michigan...............................            1,151,017      1,046,437 
 RTL-Tennessee..........................            5,353,501      4,976,633 
 RAP-Tennessee.(3)......................            5,739,272      4,248,249 
 Other(2)...............................               28,313         42,113 

    Total...............................          $21,331,410    $18,303,657 

OPERATING CASH FLOW(1):

 Georgia................................          $ 3,064,791    $ 2,871,409 
 Illinois...............................            1,339,324      1,129,489 
 Michigan...............................              548,347        500,815 
 RTL-Tennessee..........................            2,793,838      2,684,394 
 RAP-Tennessee.(3)......................            2,577,319      1,963,450 
 Other..................................                5,081         22,534 

    Total...............................          $10,328,700    $ 9,172,091 

OPERATING CASH FLOW AS A PERCENT OF REVENUES:

 Georgia................................                47.2%          51.0% 
 Illinois...............................                52.1%          47.9% 
 Michigan...............................                47.6%          47.9% 
 RTL-Tennessee..........................                52.2%          53.9% 
 RAP-Tennessee.(3)......................                44.9%          46.2% 

    Total (excluding other).............                48.5%          50.1% 
<FN>
(1) Excludes management fee expense of $746,601 and $640,628 net losses related to
    the disposition of certain plant assets of $2,244,511 and $449,013 for the
    three months ended  June 30, 1997 and 1996, respectively, and non-cash
    management incentive plan expense of $314,994 AND $184,998 for the three month
    periods ended June 30, 1997 and 1996, respectively.

(2) Principally interest income. 

(3) Activity relates to the Mid-Tennessee Systems acquired on March 1, 1996, the
    RCT Systems acquired on April 1, 1996, and ACT V Systems acquired on April 1,
    1997.
</TABLE>
<PAGE>
<TABLE>
                   RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                  REVENUE AND OPERATING CASH FLOW REPORT
                                (UNAUDITED)
                  Six Months Ended June 30, 1997 and 1996
<CAPTION>
REVENUES:
                                                     1997              1996    
<S>                                               <C>            <C>
 Georgia................................          $12,548,587    $11,127,764 
 Illinois...............................            5,025,078      4,738,250 
 Michigan...............................            2,241,205      2,098,406 
 RTL-Tennessee..........................           10,516,050      9,862,499 
 RAP-Tennessee.(3)......................           10,285,637      5,306,781 
 Other(2)...............................               51,182        652,687 

    Total...............................          $40,667,739    $33,786,387 

OPERATING CASH FLOW(1):

 Georgia................................          $ 5,977,188    $ 5,689,322 
 Illinois...............................            2,573,684      2,341,213 
 Michigan...............................            1,092,312      1,036,561 
 RTL-Tennessee..........................            5,394,199      5,237,683 
 RAP-Tennessee.(3)......................            4,564,509      2,491,265 
 Other..................................                6,113        624,691 

    Total...............................          $19,608,005    $17,420,735 

OPERATING CASH FLOW AS A PERCENT OF REVENUES:

 Georgia................................                47.6%          51.1% 
 Illinois...............................                51.2%          49.4% 
 Michigan...............................                48.7%          49.4% 
 RTL-Tennessee..........................                51.3%          53.1% 
 RAP-Tennessee.(3)......................                44.4%          46.9% 

    Total (excluding other).............                48.3%          50.7% 
<FN>
(1) Excludes management fee expense of $1,423,372 and $1,162,914, net
    losses related to the disposition of certain plant assets of
    $2,373,514 and $589,258 for the six months ended June 30, 1997 and
    1996, respectively, and non-cash management incentive plan expense
    of $479,994  and $349,998 for the quarters ended June 30, 1997 and
    1996, respectively.

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

(3) Activity relates to the Mid-Tennessee Systems acquired on March 1,
    1996, the RCT Systems acquired on April 1, 1996, and Act V Systems
    acquired on April 1, 1997.
</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, 1997.     


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

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

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

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