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, 1998 or

                    Transition report pursuant to Section 13 or 15(d) of the   
                    Securities Exchange Act of 1934
               For the transition period from            to           .



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

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

                                                
             Colorado                   84-1317717
             Colorado                   84-1341424

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

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

(Address of principal executive offices)(zip code)


             Registrant's Telephone Number:  (303) 333-1215
                                    
                                    
     Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes X        No         



<PAGE>
                  RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                                    
                                    
                                  INDEX
                                    
                                    
                                                            Page Number

Part I.  Financial Information:

Item 1.  Financial Statements:

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

        a. Pro Forma Consolidated Statement of Operations.            3

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

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

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

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

Rifkin Acquisition Capital Corp.

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

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

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

Part II: Other Information:

Item 1.  Legal Proceedings--(none)

Item 2.  Changes in Securities--(none)

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

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

Item 5.  Other Information

        a. Revenue and Operating Cash Flow Report.........            16

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

Signatures.................................................           17

<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM 1.   Financial Statements

<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>
                                 
                                                Three Months Ended     
                                                    March 31,         
                                                1998           1997    
<S>                                         <C>            <C>
Revenue:
Service................................      $20,535,417    $18,301,175 
Installation and other.................        1,470,093      1,035,154 

     Total revenue                            22,005,510     19,336,329 

Costs and Expenses:
Operating expense......................        3,546,468      3,475,763 
Programming expense....................        4,941,131      4,208,390 
Selling, general and administrative
  expense..............................        2,748,970      2,537,871 
Depreciation and amortization..........        9,442,832      9,528,188 
Management fees........................          770,193        676,771 
Loss on disposal of assets.............          260,912        129,003 
Gain on sale of Michigan assets........       (5,989,846)             - 

     Total costs and expenses.........        15,720,660     20,555,986 

Operating income (loss)                        6,284,850     (1,219,657)
Interest expense.......................        5,945,495      5,566,182 

Income (loss) before income taxes......          339,355     (6,785,839)
Income tax benefit.....................       (1,098,000)      (788,000)

Net income (loss)......................      $ 1,437,355    $(5,997,839)

Adjusted EBITDA........................      $10,188,747    $ 8,602,534 
<FN>                                    
             See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                      RIFKIN ACQUISITION PARTNERS, L.L.L.P.
                      CONSOLIDATED BALANCE SHEET (UNAUDITED)
<CAPTION>
ASSETS

                                                 March 31,      December 31, 
                                                   1998          1997     

<S>                                             <C>           <C>
Cash...................................         $ 1,191,237   $  1,902,555
Subscriber accounts receivable,
  net of allowance for doubtful
    accounts of $429,857 in 1998
    and $425,843 in 1997...............           1,008,720      1,371,050 
Other receivables......................           4,018,907      4,615,089 
Prepaid expenses and other.............           1,927,323      1,753,257 
Property, plant and equipment at cost:
  Cable television transmission and 
   distribution systems and related
   equipment..........................          131,851,390    131,806,310 
  Land, building, vehicles and
   furniture and fixtures.............            6,804,551      7,123,429 
                                                138,655,941    138,929,739 
Less accumulated depreciation..........         (28,358,074)   (26,591,458)
     Net property, plant and equipment          110,297,867    112,338,281 
  Franchise costs and other intangible
    assets, net of accumulated 
   amortization of $54,854,683 in 1998
   and $53,449,637 in 1997............          167,771,855    180,059,655 

         Total assets.................         $286,215,909   $302,039,887 

LIABILITIES AND PARTNERS' CAPITAL
                                    
Accounts payable and accrued 
  liabilities..........................        $ 10,766,883  $  11,690,894 
Subscriber deposits and prepayments....           1,466,183      1,503,449 
Interest payable.......................           3,682,453      7,384,509 
Deferred taxes payable.................          11,040,000     12,138,000 
Notes payable..........................         218,000,000    229,500,000 
        Total liabilities.............          244,955,519    262,216,852 
Commitments 
Redeemable partners' interests.........           8,514,400      7,387,360 
Partners' capital (deficit)
  General partner......................          (2,011,986)    (1,885,480)
  Limited partners.....................          34,473,109     34,044,912 
  Preferred equity interest............             284,867           276,243 

         Total partners' capital......           32,745,990     32,435,675 
         Total liabilities and
           partners' capital..........         $286,215,909   $302,039,887 
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                    
<CAPTION>                                    
                                                 March 31,      March 31,  
                                                   1998           1997     

<S>                                            <C>            <C>
ASSETS

Cash....................................       $  1,191,237   $  1,035,374 
Subscriber accounts receivable,
 net of allowance for doubtful
 accounts of $429,857 in 1998
 and $362,904 in 1997..................           1,008,720      1,015,106 
Other receivables.......................          4,018,907      2,283,356 
Prepaid expenses and other..............          1,927,323      1,727,899 
Property, plant and equipment at cost:
 Cable television transmission and 
   distribution systems and related
   equipment...........................         131,851,390    116,444,367 
 Land, building, vehicles and
   furniture and fixtures..............           6,804,551      6,131,187 
                                                138,655,941    122,575,554 
Less accumulated depreciation...........        (28,358,074)   (17,557,294)
        Net property, plant and 
          equipment....................         110,297,867    105,018,260 
Franchise costs and other intangible
 assets, net of accumulated 
 amortization of $54,854,683 in 1998
 and $35,288,193 in 1997...............         167,771,855    184,404,499 

        Total assets...................        $286,215,909   $295,484,494 

LIABILITIES AND PARTNERS' CAPITAL
                                    
Accounts payable and accrued 
 liabilities...........................        $ 10,766,883   $ 10,274,534 
Subscriber deposits and prepayments.....          1,466,183      1,353,094 
Interest payable........................          3,682,453      3,303,022 
Deferred taxes payable..................         11,040,000     16,685,000 
Notes payable...........................        218,000,000    204,000,000 
        Total liabilities..............         244,955,519    235,615,650 
Commitments 
Redeemable partners' interests..........          8,514,400      6,606,080 
Partners' capital (deficit)
 General partner.......................          (2,011,986)    (1,587,362)
 Limited partners......................          34,473,109     54,453,608 
 Preferred equity interest.............             284,867        396,518 

        Total partners' capital........          32,745,990     53,262,764 
        Total liabilities and partners'
          capital......................        $286,215,909   $295,484,494 
<FN>                                  
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                  RIFKIN ACQUISITION PARTNERS, L.L.L.P.
             CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
<CAPTION>
                                                       Three Months Ended      
                                                             March 31,          
                                                       1998           1997     
<S>                                                <C>            <C>
Cash flows from operating activities:
Net income (loss)........................          $ 1,437,355    $(5,997,839)
Adjustments to reconcile net income 
  (loss) to net cash provided by
   operating activities:                                       
    Depreciation and amortization........            9,442,832      9,528,188 
    Amortization of deferred loan cost  247,440        247,440 
    Gain on sale of Michigan assets......           (5,989,846)             - 
    Loss on disposal of fixed assets.....              260,912        129,003 
    Deferred taxes benefit...............           (1,098,000)      (788,000)
    Decrease in subscriber accounts 
      receivable.........................              309,085        168,968 
    Decrease in other receivables........              593,691        339,019 
    Decrease (increase) in prepaid 
      expenses and other.................             (205,882)        48,373 
    Increase (decrease) in accounts
      payable and accrued liabilities....             (900,090)       337,296 
    Increase in subscriber deposits
       and prepayment....................               15,946         80,815 
    Decrease in interest payable.........           (3,702,056)    (3,481,239)
      Net cash provided by operating
        activities......................               411,387        612,024 

Cash flows from investing activities:
Additions to property, plant and 
  equipment..............................           (6,727,584)    (6,468,637)
Additions to cable television 
  franchises, net of retirements
  and changes in other intangible
  assets.................................              (38,349)       (40,891)
Net proceeds from sale of Michigan 
  assets.................................           17,050,564              - 
Net proceeds from the disposal of assets
  (other than Michigan)..................               92,664         45,646 
      Net cash provided by (used in)  
         investing activities............           10,377,295     (6,463,882)

Cash flows from financing activities
Proceeds from long-term bank debt........            8,500,000      8,000,000 
Payments of long term-bank debt..........          (20,000,000)    (2,500,000)
      Net cash provided by (used in)
        financing activities............           (11,500,000)     5,500,000 

Net decrease in cash.....................             (711,318)      (351,858)
Cash at beginning of quarter.............            1,902,555      1,387,232 

Cash at end of quarter...................          $ 1,191,237    $ 1,035,374 
<FN>
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
                    RIFKIN ACQUISTION PARTNERS, L.L.L.P.
           CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
                                (UNAUDITED)
                 Three Months Ended March 31, 1998 and 1997
<CAPTION>
                                   Preferred                                   
                                     Equity       General       Limited              
                                    Interest      Partner       Partners       Total   
<S>                                <C>           <C>            <C>            <C>
Partners' capital (deficit)
  at 12/31/97...............       $ 276,243     $(1,885,480)   $34,044,912    $32,435,675 
Net 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 


Partners' capital (deficit)
  at 12/31/96...............       $ 432,505     $(1,309,354)   $61,881,692    $61,004,843 
Net loss for the quarter
  ended 3/31/97.............         (35,987)        (59,978)    (5,901,874)    (5,997,839)
Accretion of redeemable 
  partners' interest........               -        (218,030)    (1,526,210)    (1,744,240)

Partners' capital (deficit)
  at 3/31/97................       $ 396,518     $(1,587,362)   $54,453,608    $53,262,764 

<FN>
See accompanying notes to financial statement.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   General Information and Transfer of Net Assets

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

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

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

This form 10-Q is being filed in conformity with the SEC
requirements for unaudited consolidated financial statements for
the Company and does not contain all of the necessary footnote
disclosures required for a fair presentation of the balance sheets,
statements of operations, of partners' capital(deficit), and of
cash flows in conformity with generally accepted accounting
principles.  However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring
accruals, necessary to present fairly the Company's consolidated
financial position at March 31, 1998, December 31, 1997 and March
31,1997, and its consolidated results of operations and cash flows
for the three months ended March 31, 1998 and 1997.  The
consolidated financial statements should be read in conjunction
with the Company's annual consolidated financial statements and
notes thereto included on Form 10-K, No. 333-3084, for the year
ended December 31, 1997.  

2.   Acquisition of Cable Properties

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

3.   Sale of Michigan Assets

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

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

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

4.   Senior Subordinated Notes

On January 26, 1996, the Company and its wholly-owned subsidiary,
Rifkin Acquisition Capital Corp (RAC), co-issued a $125 million
aggregate principal amount of 11 1/8% Senior Subordinated Notes
("the Notes") to institutional investors.  These Notes were
subsequently exchanged on June 18, 1996 for publicly registered
notes with identical terms.  Interest on the Notes is payable in
cash, semi-annually on January 15 and July 15 of each year,
commencing on July 15, 1996.  The Notes, which mature on January
15, 2006, can be redeemed in whole or in part, at the Issuers'
option, at any time on or after January 15, 2001, at redeemable
prices contained in the Notes plus accrued interest.  In addition,
at any time on or prior to January 15, 1999, the Issuers, at their
option, may redeem up to 25% of the principle amount of the notes
issued to institutional investors of not less than $25 million. 
The Senior Subordinated Notes had a balance of $125 million At
March 31, 1998 and 1997.
<PAGE>
                     RIFKIN ACQUISITION CAPITAL CORP.
                                     
                              BALANCE SHEET 



                                           March 31,       December 31,
                                             1998             1997    
Assets    
Cash...................................  $      1,000     $      1,000 
      Total assets.....................  $      1,000     $      1,000 
         

Stockholder's Equity
Stockholder's Equity
     Common Stock; $1.00 par value;
      10,000 shares authorized, 1000
      shares issued and outstanding....  $      1,000     $      1,000
             Total stockholder's equity  $      1,000     $      1,000


    The accompanying notes are an integral part of the balance sheet.
<PAGE>
                     RIFKIN ACQUISITION CAPITAL CORP.
                          NOTES TO BALANCE SHEET
                                     
1.    Organization and Summary of Significant Accounting Policies

  Organization

  Rifkin Acquisition Capital Corp. ("RACC"), a Colorado Corporation,
  was formed on January 24, 1996, as a wholly-owned subsidiary of
  Rifkin Acquisition Partners, L.L.L.P. (the "Partnership") for the
  purpose of co-issuing, with the Partnership, $125.0 million in
  Senior Subordinated Notes (the "Notes") which were used to repay
  advances under the Partnership's term debt and to fund the
  Partnership's acquisitions of certain cable television systems. 
  Upon closing of the Notes issuance on January 26, 1996, none of the
  Notes were issued by RACC; accordingly, no debt is reflected on its
  balance sheet. In addition, RACC does not, and is not expected to
  have, any other operations; as such, no statements of operations,
  stockholder's equity or cash flows are presented.

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

Special Note Regarding Forward-Looking Statements

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

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

Results of Operations

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

Three Months Ended March 31, 1998 Compared to Three Months Ended March
31, 1997

Revenue increased 13.8%, or $2.7 million, to $22.0 million for the
three months ended March 31, 1998 from $19.3 million for the three
months ended March 31, 1997.  This increase resulted from 
approximately $2.3 million from growth in basic customers and increases
in basic and tier rates, and approximately $1.2 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")
offset by approximately $800,000 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 2.3% to
approximately 189,800 at March 31, 1998 from approximately 185,600 at
March 31, 1997.  This increase was attributable to the approximate
11,200 customer decline in conjunction with the Michigan Sale,  offset
by 11,600 from the Act V Acquisition and by continued growth in Georgia
(3,900 or 7.3%).  Average monthly revenue per customer increased 14.5%
from $32.91 for the three months ended March 31, 1997 to $37.68 for
1998 primarily a result of acquisition timing and rate increases. 
Premium service units decreased .2% to approximately 103,500 as of
March 31, 1998, from approximately 103,700 as of March 31, 1997, as a
result of the Michigan Sale ( 6,300) offset by increases in Tennessee
(3,000) and increases in Georgia (3,300).  The Company's premium
penetration decreased to 54.5% from 55.9% between 1998 and 1997.

Operating expense, which includes costs related to technical personnel,
franchise fees and repairs and maintenance, increased 2.0%, or
approximately $100,000  to approximately $3.5 million for the three
months ended March 31, 1998 , and decreased as a percentage of revenue
to 16.1% from 18.0%.  Approximately $200,000 of the increase relates to
the operating expense of the acquired systems in the ACT V Acquisition,
offset by an approximate $100,000 decrease related to the Michigan
Sale.   

Programming expense, which includes costs related to basic, tier and
premium services, increased 17.4%, or approximately $700,000 to
approximately $4.9 million for the three months ended March 31, 1998
from approximately $4.2 million for the three months ended March 31,
1997, and increased as a percentage of revenue to 22.5% from 21.8%. 
Approximately $300,000 of the increase relates to the programming
expenses of the acquired systems in the ACT V Acquisition offset by an
approximate $200,000 decrease related to the Michigan Sale.  The
remainder of the increase 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 8.3%, or approximately
$200,000 to approximately $2.7 million for the three months ended March
31, 1998 from $2.5 million for the same period in 1997.  As a
percentage of revenue, selling, general and administrative expense
decreased to 12.5% for the three months ended March 31, 1998  from
13.1% in 1997.  Approximately $200,000 of the increase related to the
selling, general and administrative expense of the acquired systems in
the ACT V Acquisition offset by an approximate $100,000 decrease
related to the Michigan Sale.

Depreciation and amortization expense of approximately $9.4 million for
the three months ended March 31, 1998 decreased approximately $100,000
from the three months ended March 31, 1997 .  The increase in
depreciation resulted primarily from increases of approximately $6.7
million in 1998 and approximately $6.5 million in 1997 in property,
plant and equipment.  The decreases in amortization expense resulted
primarily from the amortization of franchise cost related to the ACT V
Acquisition offset by the reduction in franchise cost related to the
Michigan Sale.  As a percentage of revenue, depreciation and
amortization expenses decreased to 42.9% in 1998 from 49.3% in 1997.

Management fees, equal to 3.5% of gross revenue, of approximately
$800,000 in 1998 increased approximately $100,000 from the three months
ended March 31, 1997 due to the increase in the Company's revenue as a
result of rate increases and increased customers as well as the ACT V
Acquisition.

The loss on disposal of assets, primarily the write-off of replaced
house drops and rebuilt trunk and distribution equipment, increased to
approximately $300,000 in 1998 from approximately $100,000 in 1997.  An
approximate $6.0 million gain on the Michigan Sale was recorded for the
three months ended March 31, 1998.

Interest expense during 1998 increased approximately $400,000  from the
three months ended March 31, 1997  and decreased as a percentage of
revenue from 28.8% to 27.0%.  Interest expense was based on an average
debt balance of $225.1 million with an average interest rate of 10.6%
and an average debt balance of $203.1 million with an average interest
rate of 11.0% for 1998 and 1997, respectively. This increase was
primarily a result of the increased borrowings related to the ACT V
Acquisition offset by the debt retirement related to the Michigan Sale.

The Partnership is a "pass-through" entity for income tax purposes. 
All income or loss flows through to the partners of the Partnership in
accordance with the Partnership Agreement. An income tax benefit of
approximately $1.1 million was recorded in 1998 compared to an income
tax benefit of approximately $800,000 from the three months ended March
31, 1997.  The income tax benefit relates to deferred income taxes
recorded as a result of the non-cash tax liability of the Company's
corporate subsidiaries in conjunction with the application of Financial
Accounting Standard No. 109 (FAS 109), "Accounting for Income Taxes."

As a result of the factors discussed above, the Company experienced Net
Income of approximately $1.4 million in 1998, compared with an
approximate $6.0 million loss in 1997.

Adjusted EBITDA, defined as income (loss) before interest expense,
income taxes, depreciation and amortization, loss on disposal of
assets, gain on the sale of Michigan assets and the non-cash provision
for the management incentive plan, increased 18.4%, or approximately
$1.6 million to $10.2 million in 1998 from $8.6 million for 1997.  As
a percent of revenue, Adjusted EBITDA increased to 46.3% in 1998 from
44.4% for 1997.  Industry analysts generally consider Adjusted EBITDA
to be an appropriate measure of the performance of multi-channel
television operations.  Adjusted EBITDA is not presented in accordance
with generally accepted accounting principles and should not be
considered an alternative to, or more meaningful than, operating income
or operating cash flow as an indication of the Company's operating
performance.

Liquidity and Capital Resources

The Company has relied upon cash generated by operations, borrowing and
equity contributions to fund capital expenditures and acquisitions,
service its indebtedness and finance its working capital needs.  During
the comparable three month periods ended March 31, 1998 and 1997, net
cash provided by operations (including changes in working capital) of
the Company was approximately $400,000 and $600,000, respectively.  

From December 31, 1997 to March 31, 1998, the Company's available cash
decreased from approximately $1.9 million to approximately $1.2
million.  Interest payable decreased approximately $3.7 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 $1.1
million to approximately $11.0 million as a result of differences in
book and tax depreciation and amortization lives and methods.  Notes
payable decreased by $11.5 million from December 31, 1997 to March 31,
1998 due primarily to the borrowings related to the ACT V Acquisition
offset by the debt retirement related to the proceeds from the Michigan
Sale.

The Company has decreased its total consolidated debt to $218.0 million
as of March 31, 1998 from $229.5 million at December 31, 1997.  The
Company has unused commitments under the Amended and Restated Credit
Agreement of $67.1 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 5.75x.  As of March 31, 1998, the Company's Total Funded Debt
Ratio was 5.36x.  Interest payments on the Notes and interest and
principal payments under the Amended and Restated Credit Agreement
represent significant liquidity requirements for the Company.  The
Amended and Restated Credit Agreement provides for two term loan
facilities in a total amount of $65 million.  Term Loan A in the amount
of $25 million, matures on March 31, 2003 and begins amortizing on
March 31, 2000.  Term Loan B in the amount of $40 million, matures
March 31, 2004 and begins amortizing March 31, 2002.  The Amended and
Restated Credit Agreement also provides for an $80 million reducing
revolving facility with a final maturity date of March 31, 2003.  The
revolving facility was subject to permanent annual commitment
reductions commencing in 1997 with a remaining commitment as of March
31, 1998  of $70.6 million.   Borrowings under the Amended and Restated
Credit Agreement will bear interest at floating rates and will require
interest payments on various dates depending upon the interest rate
options selected by the Company.

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

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

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


<PAGE>
PART II:      OTHER INFORMATION

ITEM 5.   Other Information
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
REVENUE AND OPERATING CASH FLOW REPORT
(UNAUDITED)
Three Months Ended March 31, 1998 and 1997
<CAPTION>

REVENUES:
                                                     1998              1997    
<S>                                               <C>            <C>
 Georgia................................          $ 7,092,344    $ 6,059,311 
 Illinois...............................            2,655,844      2,455,047 
 Michigan(3)............................              378,046      1,090,188 
 Tennessee..............................           11,850,920      9,708,914 
 Other(2)...............................               28,356         22,869 

    Total...............................          $22,005,510    $19,336,329 

OPERATING CASH FLOW(1):

 Georgia................................          $ 3,496,859    $ 2,912,397 
 Illinois...............................            1,390,189      1,234,360 
 Michigan(3)............................               80,228        543,965 
 Tennessee..............................            5,990,925      4,587,551 
 Other..................................                  739          1,032 

    Total...............................          $10,958,940    $ 9,279,305 

OPERATING CASH FLOW AS A PERCENT OF REVENUES:

 Georgia................................                49.3%          48.1% 
 Illinois...............................                52.3%          50.3% 
 Michigan(3)............................                21.2%          49.9% 
 Tennessee..............................                50.6%          47.3% 

    Total (excluding other).............                49.9%          48.0% 

<FN>
(1) Excludes management fee expense of $770,193 and $676,771, net
    losses related to the disposition of certain plant assets of
    $260,912 and $129,003, and  non-cash management incentive plan
    expense of $189,999 and $165,000 for the quarters ended March
    31, 1998 and 1997.

(2) Principally interest income. 

(3) Activity relates to the Michigan Systems which were sold
    effective January 31, 1998.
</TABLE>
<PAGE>
                                SIGNATURES
                                     
                                     
Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, State of Colorado, as of May 15, 1998.        


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

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

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

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