UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


         FORM 10-Q


(Mark One)

    X     	Quarterly report pursuant to Section 13 or 15(d) of
                the Securities Exchange act of 1934
                For the quarterly period ended June 30, 1999 or

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



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



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


	Colorado	84-1317717
	Colorado	84-1341424

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

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

	(Address of principal executive offices)  (zip code)


Registrant's Telephone Number:  (303) 333-1215


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




<PAGE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
RIFKIN ACQUISITION CAPITAL CORP.

INDEX


                                                      Page Number

Part I.  Financial Information:

Item 1.  Financial Statements:

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

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

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

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

   d.  Consolidated Statement of Partners' Capital
       (Deficit)...............................................	9

   e.  Notes to Consolidated Financial Statements..............	11

Rifkin Acquisition Capital Corp.

         a.  Balance Sheet.....................................	13

         b.  Notes to Balance Sheet............................	14

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations...................	15

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............	23

Item 6.  Exhibits and Reports on Form 8-K......................	25

Signatures.....................................................	26

<PAGE>
PART I.  FINANCIAL INFORMATION

	ITEM 1.  Financial Statements
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>

                                            Three Months Ended
                                                  June 30,
                                            1999           1998
<S>                                     <C>             <C>
Revenue:
Service................................	$22,274,410  	$20,305,435
Installation and other.................	  2,292,123  	  1,990,831

                         Total revenue   24,566,533      22,296,266

Costs and Expenses:
Operating expense......................   3,182,794       3,459,383
Programming expense....................   5,242,791       4,308,351
Selling, general and administrative
  expense..............................   7,363,688       3,608,785
Depreciation...........................   4,236,646       3,783,708
Amortization...........................   6,355,410       5,456,839
Management fees........................     859,829         780,369
Loss on disposal of assets.............	    394,223  	    386,847

Total costs and expenses............	 27,635,381  	 21,784,282

Operating income.(loss)................  (3,068,848)        511,984
Interest expense.......................	  5,829,734  	  5,772,485

Loss before income taxes...............  (8,898,582)     (5,260,501)
Income tax benefit.....................	   (702,000)	   (802,000)

Net loss...............................	$(8,196,582)	$(4,458,501)

Adjusted EBITDA........................	$11,658,966  	$10,329,377
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<CAPTION>

                                              Six Months Ended
                                                  June 30,
                                            1999            1998
<S>                                     <C>             <C>
Revenue:
Service................................ $ 44,101,504     $40,840,852
Installation and other.................    4,482,312       3,460,924

                          Total revenue   48,583,816      44,301,776

Costs and Expenses:
Operating expense......................    6,644,646       7,005,851
Programming expense....................   10,639,390       9,249,482
Selling, general and administrative
  expense..............................   10,744,654       6,357,755
Depreciation...........................    8,246,865       7,409,182
Amortization...........................   12,738,555      11,274,197
Management fees........................    1,700,434       1,550,562
Loss on disposal of assets.............      471,021         647,759

Total costs and expenses............      51,185,565      43,494,788

Operating income.(loss)................   (2,601,749)        806,988
Gain on sale of Michigan assets........            -      (5,989,846)
Interest expense.......................   11,722,458      11,717,980

Loss before income taxes and cumulative
  effect of accounting change..........  (14,324,207)     (4,921,146)
Income tax benefit.....................   (1,239,000)     (1,900,000)

Loss before cumulative effect
 of accounting change..........          (13,085,207)     (3,021,146)

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

Net loss............................... $(13,196,814)    $(3,021,146)

Adjusted EBITDA........................ $ 22,816,226     $20,518,124
<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,
                                                    1999            1998

<S>                                             <C>             <C>
Cash....................................	$  2,694,050  	$  1,072,034
Subscriber accounts receivable,
  net of allowance for doubtful
  accounts of $283,021 in 1999
  and $409,737 in 1998..................           2,044,860       1,048,500
Other receivables.......................           3,813,453       4,540,417
Prepaid expenses and other..............           1,290,900       1,519,660
Property, plant and equipment at cost:
  Cable television transmission and
    distribution systems and related
    equipment...........................         164,389,372     140,150,950
  Land, building, vehicles and
    furniture and fixtures..............	   8,431,453  	   7,063,061
                                                 172,820,825     147,214,011
Less accumulated depreciation...........	 (42,862,043)	 (31,964,024)
  Net property, plant and equipment.....         129,958,782     115,249,987
Franchise costs and other intangible
  assets, net of accumulated
  amortization of $78,661,872 in 1999
  and $60,309,077 in 1998...............	 170,219,573  	 162,787,070

	   Total assets......................	$310,021,618  	$286,217,668


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued
  liabilities...........................	$ 18,385,567  	$ 12,802,194
Subscriber deposits and prepayments.....           1,203,363       1,188,515
Interest payable........................           7,169,321       7,112,070
Deferred taxes payable..................           6,703,000      10,238,000
Notes payable...........................	 225,575,000  	 218,075,000
            Total liabilities................    259,036,251     249,415,779
Commitments:
Redeemable partners' interests..........          16,732,480       8,515,160
Partners' capital (deficit)
  General partner.......................          (2,941,996)     (2,056,666)
  Limited partners......................          36,851,306      30,085,279
  Preferred equity interest.............	     343,577  	     258,116

	    Total partners' capital..........	  34,252,887  	  28,286,729
	    Total liabilities and partners'
	      capital........................	$310,021,618  	$286,217,668
<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,        December 31,
                                                    1999            1998

<S>                                             <C>             <C>
Cash....................................	$  2,694,050  	$  2,324,892
Subscriber accounts receivable,
  net of allowance for doubtful
  accounts of $283,021 in 1999
  and $409,737 in 1998..................           2,044,860       1,932,140
Other receivables.......................           3,813,453       5,637,771
Prepaid expenses and other..............           1,290,900       2,398,528
Property, plant and equipment at cost:
  Cable television transmission and
    distribution systems and related
    equipment...........................         164,389,372     149,376,914
  Land, building, vehicles and
    furniture and fixtures..............	   8,431,453  	   7,421,960
                                                 172,820,825     156,798,874
Less accumulated depreciation...........	 (42,862,043)	 (35,226,773)
  Net property, plant and equipment.....         129,958,782     121,572,101
Franchise costs and other intangible
  assets, net of accumulated
  amortization of $78,661,872 in 1999
  and $60,309,077 in 1998...............	 170,219,573  	 183,438,197

	   Total assets......................	$310,021,618  	$317,303,629


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued
  liabilities...........................	$ 18,385,567  	$ 11,684,594
Subscriber deposits and prepayments.....           1,203,363       1,676,900
Interest payable........................           7,169,321       7,242,954
Deferred taxes payable..................           6,703,000       7,942,000
Notes payable...........................         225,575,000     224,575,000
            Total liabilities................    259,036,251     253,121,448
Commitments:
Redeemable partners' interests..........          16,732,480      10,180,400
Partners' capital (deficit)
  General partner.......................          (2,941,996)     (1,991,018)
  Limited partners......................          36,851,306      55,570,041
  Preferred equity interest.............	     343,577  	     422,758

	    Total partners' capital..........	  34,252,887  	  54,001,781
	    Total liabilities and partners'
	      capital........................	$310,021,618  	$317,303,629

<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
                                                           June 30,
                                                    1999             1998
<S>                                             <C>             <C>
Cash flows from operating activities:
Net loss................................	$(8,196,582)	$ (4,458,501)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
  Depreciation and amortization.........         10,592,056        9,240,547
  Amortization of deferred loan cost....            247,440          247,440
  Loss on disposal of fixed assets......            394,223          386,847
  Deferred taxes benefit................           (702,000)        (802,000)
  Increase in subscriber accounts
    receivable..........................           (606,442)         (39,782)
  Increase in other receivables.........            (69,505)        (521,510)
  Decrease in prepaid expenses
  and other.............................            188,194          407,663
  Increase  in accounts payable
    and accrued liabilities.............          4,871,750        2,035,311
  Decrease (increase) in subscriber
    deposits and prepayment.............            557,984         (277,668)
  Increase in interest payable..........          3,517,750        3,429,617
    Net cash provided by operating
      activities........................         10,794,868        9,647,964

Cash flows from investing activities:
Acquisitions of cable systems, net......             13,812                -
Additions to property, plant and
  equipment.............................        (11,472,293)      (9,148,961)
Additions to cable television
  franchises, net of retirements
  and changes in other intangible
  assets................................            (51,040)        (719,494)
Net proceeds from the disposal of
  assets                                	     10,772  	      26,288
    Net cash provided by
      investing activities..............        (11,498,749)      (9,842,167)

Cash flows from financing activities
Proceeds from long-term bank debt.......          1,500,000        3,500,000
Payments of long term-bank debt.........	 (2,500,000)	  (3,425,000)
    Net cash used in (provided by)
      financing activities..............	 (1,000,000)	      75,000

Net decrease in cash....................         (1,703,881)        (119,203)
Cash at beginning of quarter............	  4,397,931  	   1,191,237

Cash at end of quarter..................	$ 2,694,050  	$  1,072,034

<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,
                                                     1999             1998
<S>                                             <C>             <C>
Cash flows from operating activities:
Net loss................................	$(13,196,814)	$  (3,021,146)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
  Depreciation and amortization.........          20,985,420       18,683,379
  Amortization of deferred loan cost....             483,396          494,880
  Gain on sale of Michigan assets.......                   -       (5,989,846)
  Loss on disposal of fixed assets......             471,021          647,759
  Cumulative effect of accounting change
    for organizational costs............             111,607                -
  Deferred taxes benefit................          (1,239,000)      (1,900,000)
  Decrease (increase) in subscriber
    accounts receivable.................            (112,720)         269,303
  Decrease in other receivables.........           1,824,318           72,181
  Decrease in prepaid expenses
    and other...........................           1,107,628          201,781
  Increase in accounts payable
    and accrued liabilities.....                   6,700,973        1,135,221
  Decrease in subscriber deposits
    and prepayment......................            (473,537)        (261,722)
  Decrease in interest payable..........             (73,633)        (272,439)
    Net cash provided by operating
      activities........................          16,588,659       10,059,351

Cash flows from investing activities:
Additions to property, plant and
  equipment.............................         (17,194,454)     (15,876,545)
Additions to cable television
  franchises, net of retirements
  and changes in other intangible
  assets................................            (114,930)        (757,843)
Net proceeds from sale of Michigan
  assets................................                   -       17,050,564
Net proceeds from the disposal of assets
  (other than Michigan).................              89,883          118,952
    Net cash provided by (used in)
      investing activities..............         (17,219,501)         535,128

Cash flows from financing activities
Proceeds from long-term bank debt.......           9,500,000       12,000,000
Payments of long term-bank debt.........          (8,500,000)     (23,425,000)
    Net cash provided by (used in)
      financing activities..............           1,000,000      (11,425,000)

Net decrease in cash....................             369,158         (830,521)
Cash at beginning of period.............           2,324,892        1,902,555

Cash at end of period...................        $  2,694,050    $   1,072,034

<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, 1999 and 1998
<CAPTION>

                                 Preferred
                                  Equity           General        Limited
                                 Interest          Partner        Partners          Total

<S>                             <C>             <C>             <C>             <C>
Partners' capital (deficit)
  at 3/31/99................	$392,757  	$(2,860,031)	$44,916,743  	$42,449,469
Net loss for the three
  months ended 6/30/99......	 (49,180)	    (81,965)	 (8,065,437)	 (8,196,582)

Partners' capital (deficit)
  at 6/30/99................	$343,577  	$(2,941,996)	$36,851,306  	$34,252,887


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

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

<FN>
See accompanying notes to financial statement.
</TABLE>
<PAGE>
<TABLE>
RIFKIN ACQUISTION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(UNAUDITED)
Six Months Ended June 30, 1999 and 1998
<CAPTION>
                                Preferred
                                 Equity           General        Limited
                                Interest          Partner        Partners          Total
<S>                             <C>             <C>             <C>             <C>
Partners' capital (deficit)
  at 12/31/98...............	$422,758  	$(1,991,018)	$55,570,041  	$54,001,781
Net loss for the six months
  ended 6/30/99.............     (79,181)          (131,968)    (12,985,665)    (13,196,814)
Accretion of redeemable
  partners' interest........           -           (819,010)     (5,733,070)     (6,552,080)

Partners' capital (deficit)
  at 6/30/99................	$343,577  	$(2,941,996)	$36,851,306  	$34,252,887


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

Partners' capital (deficit)
  at 6/30/98................	$258,116  	$(2,056,666)	$30,085,279  	$28,286,729
<FN>
See accompanying notes to financial statement.
</TABLE>
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	General Information and Transfer of Net Assets

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

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

This form 10-Q is being filed in conformity with the SEC
requirements for unaudited consolidated financial statements for
the Company and does not contain all of the necessary footnote
disclosures required for a fair presentation of the balance sheets,
statements of operations, of partners' capital(deficit), and of
cash flows in conformity with generally accepted accounting
principles.  However, in the opinion of management, this data
includes all adjustments, consisting of normal recurring accruals
necessary to present fairly the Company's consolidated financial
position at June 30, 1999, December 31, 1998 and June 30,1998, and
its consolidated results of operations and cash flows for the three
months and six months ended June 30, 1999 and 1998.  The
consolidated financial statements should be read in conjunction
with the Company's annual consolidated financial statements and
notes thereto included on Form 10-K, No. 333-3084, for the year
ended December 31, 1998.

2.	Purchase Agreement

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

3.	Adoption of New Accounting Pronouncement

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


4.	Reclassification of Financial Statement Presentation

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

5.	Senior Subordinated Notes

On January 26, 1996, the Company and its wholly-owned subsidiary,
Rifkin Acquisition Capital Corp (RAC), co-issued a $125 million
aggregate principal amount of 11 1/8% Senior Subordinated Notes
(the "Notes") to institutional investors.  These Notes were
subsequently exchanged on June 18, 1996 for publicly registered
notes with identical terms.  Interest on the Notes is payable in
cash, semi-annually on January 15 and July 15 of each year,
commencing on July 15, 1996.  The Notes, which mature on January
15, 2006, can be redeemed in whole or in part, at the Issuers'
option, at any time on or after January 15, 2001, at redeemable
prices contained in the Notes plus accrued interest.  In addition,
at any time on or prior to January 15, 1999, the Issuers, at their
option, were allowed to redeem up to 25% of the principle amount of
the notes issued to institutional investors of not less than $25
million.  Such redemption did not take place.  The Senior
Subordinated Notes had a balance of $125 million at June 30, 1999
and 1998.


<PAGE>
<TABLE
RIFKIN ACQUISITION CAPITAL CORP.

BALANCE SHEET
[CAPTION]


                                                  June 30,        December 31,
                                                    1999              1998
[S]                                             [C]               [C]
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

[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

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.

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

The Company does not undertake to update, revise or correct any of the
forward-looking information.  Such forward-looking statements involve
known and unknown risks, uncertainties, and other factors which may
cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following:

* Competition in the television programming industry, including
  competition from other companies providing programming via cable,
  DBS, telephone lines, SMATV, MMDS or LMDS; the Company's substantial
  leverage and the risk that the Company may be unable to service or
  repurchase the Partnership's and RACC's debt.  See "Management's
  Discussion and Analysis of Financial Conditions and Results of
  Operations - Liquidity and Capital Resources";
* Certain restrictions imposed by the terms of the Company's
  indebtedness, including the ability to incur additional indebtedness,
  incur liens, pay distributions or make other restricted payments,
  consummate asset sales, enter into certain transactions with
  affiliates, merge or consolidate with other persons or sell, assign,
  transfer, lease, convey or dispose of all or substantially all of the
  assets of the Company.  See "Management's Discussion and Analysis of
  Financial Conditions and Results of Operations - Liquidity and
  Capital Resources;"
* Increases in the costs of cable programming the Company provides to
  consumers in its Systems and the inability to have access to
  sufficient cable programming;
* The ongoing need for significant capital expenditures to expand the
  Company's cable systems, conduct routine replacement of cable
  television plant and increase channel capacity of certain Systems.
  See "Management's Discussion and Analysis of Financial Conditions
  and Results of Operations - Liquidity and Capital Resources."  The
  inability of the Company to fund such capital expenditures could have
  a materially adverse impact on the Company;
* The potential for the termination of franchises by local franchise
  authorities or renewal of such franchises on less favorable terms,
  either of which could have a materially adverse impact on the
  Company's results of operations;
* The non-exclusivity of franchises which could permit other cable
  programming providers the opportunity to compete directly with the
  Company's Systems;
* Changes in or the inability to comply with government regulation in
  the cable television industry;
* The Company's dependence on key personnel in executing the Company's
  plans, including Monroe M. Rifkin, Chairman of Rifkin & Associates,
  Inc. ("R & A"), Kevin B. Allen, Vice Chairman and Chief Executive
  Officer of R & A and Jeffrey D. Bennis, President and Chief Operating
  Officer of R & A, the loss of any of whom could have a materially
  adverse impact on the Company;
* Uncertainties regarding Year 2000 issues which could materially
  adversely impact the Company, including the failure to identify and
  correct all computer codes and embedded chips or otherwise obtain
  Year 2000 readiness or the failure of third parties with which the
  company transacts business to achieve Year 2000 readiness. See
  "Management's Discussion and Analysis of Financial Conditions and
  Results of Operations  - Year 2000";
* The dependence upon distributions to the Partnership from the
  Partnership's subsidiaries.  The Company derives a substantial
  portion of operating income from its subsidiaries which funds are
  necessary for the Company to meet its obligations; and
* Potential conflicts of interest arising out of the relationship
  between the Company, RACC, and affiliates.  R & A Management, LLC
  ("RML"), which is controlled by Monroe M. Rifkin through Mr. Rifkin's
  ownership of RML's managing member, R & A, manages all aspects of the
  business and operations for the Company for a management fee.
  Certain decisions concerning the management of the Company may
  present conflicts of interest between the Company and RML.

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

Three Months Ended June 30, 1999 Compared to Three Months Ended June
30, 1998

Revenue increased 10.2%, or approximately $2.3 million, to
approximately $24.6 million for the three months ended June 30, 1999
from approximately $22.3 million for the three months ended June 30,
1998.  This increase resulted from approximately $2.7 million in
increases in basic and tier rates, offset by approximately $400,000 in
total revenue decreases due to the January 31, 1998 sale of systems
serving Bridgeport and Bad Axe, Michigan (the "Michigan Sale").  Basic
customers decreased .3% to approximately 189,700 at June 30, 1999 from
approximately 190,300 at June 30, 1998. This increase was attributable
to continued growth in Georgia (900 or 1.5%) offset by customer losses
in Tennessee (600) and Illinois (900).  Average monthly revenue per
customer increased 10.2% from $39.10 for the three months ended June
30, 1998 to $43.10 for 1999 primarily a result of rate increases.
Premium service units increased 1.2% to approximately 109,000 as of
June 30, 1999, from approximately 107,700 as of June 30, 1998, as a
result of increases in Georgia (700) and Illinois (2,300) offset by a
decrease in Tennessee (1,800).  The Company's premium penetration
increased to 57.5% from 56.5% between 1998 and 1999.

Operating expense, which includes costs related to technical personnel,
franchise fees and repairs and maintenance, decreased 8.0%, or
approximately $300,000 to approximately $3.2 million for the three
months ended June 30, 1999, and decreased as a percentage of revenue to
13.0% from 15.5%.  The decrease relates to the normal annual operating
expense increases, offset by an approximate $100,000 decrease related
to the Michigan Sale along with small decreases in numerous expense
categories due to tighter expense controls.


Programming expense, which includes costs related to basic, tier and
premium services, increased 21.7%, or approximately $900,000 to
approximately $5.2 million for the three months ended June 30, 1999
from approximately $4.3 million for the three months ended June 30,
1998, and increased as a percentage of revenue to 21.3% from 19.3%.
The increase is due to program vendor rate increases and the addition
of programming in certain systems offset by approximately $100,000
related to the Michigan Sale.

Selling, general and administrative expense, which includes expenses
related to on-site office and customer-service personnel, customer
billing and postage and marketing, increased 104.1%, or approximately
$3.8 million to approximately $7.4 million for the three months ended
June 30, 1999 from approximately $3.6 million for the same period in
1998.  As a percentage of revenue, selling, general and administrative
expense increased to 30.0% for the three months ended June 30, 1999
from 16.2% in 1998.  Approximately $3.4 million of the increase related
to an acceleration of the provision for incentive cost associated with
the upcoming sale of the Company and approximately $300,000 of the
increase related to lower programmer cost reimbursement of marketing
launch expense along with the normal annual increases in selling,
general and administrative expense, offset by an approximate $100,000
decrease related to the Michigan Sale.

Depreciation and amortization expense of approximately $10.6 million
for the three months ended June 30, 1999 increased approximately $1.4
million from the three months ended June 30, 1998.  The increase in
depreciation resulted primarily from increases of approximately $17.2
million in 1999 and approximately $15.9 million in 1998 in property,
plant and equipment along with $11.8 million attributable to the net
fixed assets added in relation to the Tennessee Trade.  As a percentage
of revenue, depreciation and amortization expenses increased to 43.1%
in 1999 from 41.4% in 1998.

Management fees, equal to 3.5% of gross revenue, of approximately
$900,000 in 1999 increased approximately $100,000 from the three months
ended June 30, 1998.

The loss on disposal of assets, primarily the write-off of replaced
house drops and rebuilt trunk and distribution equipment totaled
approximately $400,000 for the comparable periods in 1999 and 1998.

Interest expense during 1999 increased approximately $100,000 from the
three months ended June 30, 1998 and decreased as a percentage of
revenue from 25.9% to 23.7%. Interest expense was based on an average
debt balance of $226.0 million with an average interest rate of 10.3%
and an average debt balance of $218.0 million with an average interest
rate of 10.6% for 1999 and 1998, respectively.  The debt increase was
primarily a result of increased borrowings related to capital
additions.

The Partnership is a "pass-through" entity for income tax purposes.
All income or loss flows through to the partners of the Partnership in
accordance with the Partnership Agreement. An income tax benefit of
approximately $700,000 was recorded in 1999 compared to an income tax
benefit of approximately $800,000 for the three months ended June 30,
1998.  The income tax benefit relates to deferred income taxes recorded
as a result of the non-cash tax liability of the Company's corporate
subsidiaries in conjunction with the application of Financial
Accounting Standard No. 109 (FAS 109), "Accounting for Income Taxes."

As a result of the factors discussed above, the Company experienced a
Net Loss of approximately $8.2 million in 1999, compared with an
approximate $4.5 million Net Loss in 1998.

Adjusted EBITDA, defined as income (loss) before interest expense,
income taxes, depreciation and amortization, loss on disposal of
assets, non-cash provision for the management incentive plan, and sales
expenses related to the sale of the Company increased 12.9%, or
approximately $1.3 million to $11.7 million in 1999 from $10.3 million
in 1998. As a percent of revenue, Adjusted EBITDA increased to 47.4% in
1999 from 46.3% for 1998.  Industry analysts generally consider
Adjusted EBITDA to be an appropriate measure of the performance of
multi-channel television operations.  Adjusted EBITDA is not presented
in accordance with generally accepted accounting principles and should
not be considered an alternative to, or more meaningful than, operating
income or operating cash flow as an indication of the Company's
operating performance.

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30,
1998

Revenue increased 9.7%, or approximately $4.3 million, to approximately
$48.6 million for the six months ended June 30, 1999 from approximately
$44.3 million for the six months ended June 30, 1998.  This increase
resulted from approximately $4.7 million in increases in basic and tier
rates, offset by approximately $400,000 in total revenue decreases due
to the January 31, 1998 Michigan Sale.  Basic customers decreased .3%
to approximately 189,700 at June 30, 1999 from approximately 190,300 at
June 30, 1998.  This increase was attributable to continued growth in
Georgia (900 or 1.5%) offset by customer losses in Tennessee (600) and
Illinois (900).  Average monthly revenue per customer increased 12.4%
from $37.88 for the six months ended June 30, 1998 to $42.59 for 1999
primarily a result of rate increases.  Premium service units increased
1.2% to approximately 109,000 as of June 30, 1999, from approximately
107,700 as of June 30, 1998, as a result of increases in Georgia (700)
and Illinois (2,300) offset by a decrease in Tennessee (1,800).  The
Company's premium penetration increased to 57.5% from 56.5% between
1998 and 1999.

Operating expense, which includes costs related to technical personnel,
franchise fees and repairs and maintenance, decreased 5.2%, or
approximately $400,000 to approximately $6.6 million for the six months
ended June 30, 1999, and decreased as a percentage of revenue to 14.6%
from 15.8%.  The decrease relates to the normal annual operating
expense increases, offset by an approximate $100,000 decrease related
to the Michigan Sale along with small decreases in numerous expense
categories due to tighter expense controls.


Programming expense, which includes costs related to basic, tier and
premium services, increased 15.0%, or approximately $1.4 million to
approximately $10.6 million for the six months ended June 30, 1999 from
approximately $9.2 million for the six months ended June 30, 1998, and
increased as a percentage of revenue from 20.9% to 21.9%. The increase
is due to program vendor rate increases and the addition of programming
in certain systems offset by approximately $100,000 related to the
Michigan Sale.

Selling, general and administrative expense, which includes expenses
related to on-site office and customer-service personnel, customer
billing and postage and marketing, increased 70.8%, or approximately
$4.5 million to approximately $10.9 million for the six months ended
June 30, 1999 from approximately $6.4 million for the same period in
1998.  As a percentage of revenue, selling, general and administrative
expense increased to 22.3% for the six months ended June 30, 1999 from
14.4% in 1998.  Approximately $3.4 million of the increase related to
an acceleration of the provision for incentive cost associated with the
upcoming sale of the Company and the normal annual increases in
selling, general and administrative expense, offset by an approximate
$100,000 decrease related to the Michigan Sale.

Depreciation and amortization expense of approximately $21.0 million
for the six months ended June 30, 1999 increased approximately $2.3
million from the six months ended June 30, 1998.  The increase in
depreciation resulted primarily from increases of approximately $17.2
million in 1999 and approximately $15.9 million in 1998 in property,
plant and equipment along with $11.8 million attributable to the net
fixed assets added in relation to the Tennessee Trade.  As a percentage
of revenue, depreciation and amortization expenses increased to 43.2%
in 1999 from 42.2% in 1998.

Management fees, equal to 3.5% of gross revenue, of approximately $1.7
million in 1999 increased approximately $100,000 from the six months
ended June 30, 1998.

The loss on disposal of assets, primarily the write-off of replaced
house drops and rebuilt trunk and distribution equipment totaled
approximately $500,000 for the six months ended June 30, 1999 compared
to an approximate $600,000 loss in 1998.

An approximate gain of $6.0 million was recorded in the six months
ended June 30, 1998 as a result of the Michigan Sale.

Interest expense during 1999 remained consistent with the six months
ended June 30, 1998 and decreased as a percentage of revenue from 26.5%
to 24.1%. Interest expense was based on an average debt balance of
$226.4 million with an average interest rate of 10.4% and an average
debt balance of $222.1 million with an average interest rate of 10.6%
for 1999 and 1998, respectively.  The debt increase was primarily a
result of increased borrowings related to capital additions.

The Partnership is a "pass-through" entity for income tax purposes.
All income or loss flows through to the partners of the Partnership in
accordance with the Partnership Agreement. An income tax benefit of
approximately $1.2 million was recorded in 1999 compared to an income
tax benefit of approximately $1.9 million for the six months ended June
30, 1998.  The income tax benefit relates to deferred income taxes
recorded as a result of the non-cash tax liability of the Company's
corporate subsidiaries in conjunction with the application of Financial
Accounting Standard No. 109 (FAS 109), "Accounting for Income Taxes."

The Company also reflected an approximate $100,000 charge to income for
the six months ended June 30, 1999 for the write-off of organizational
costs in compliance with the adoption of accounting pronouncement SOP
98-5-"Reporting on the Costs of Start-Up Activities," which requires
the Company to expense all start-up costs.

As a result of the factors discussed above, the Company experienced a
Net Loss of approximately $13.2 million in 1999, compared with an
approximate $3.0 million Net Loss in 1998.

Adjusted EBITDA, defined as income (loss) before interest expense,
income taxes, depreciation and amortization, loss on disposal of
assets, gain on sale of Michigan assets, the non-cash provision for the
management incentive plan, sales expense related to the sale of the
Company and the cumulative effect of the accounting change for
organizational costs, increased 11.2%, or approximately $2.3 million to
$22.8 million in 1999 from $20.5 million in 1998. As a percent of
revenue, Adjusted EBITDA increased to 47.0% in 1999 from 46.3% for
1998.  Industry analysts generally consider Adjusted EBITDA to be an
appropriate measure of the performance of multi-channel television
operations.  Adjusted EBITDA is not presented in accordance with
generally accepted accounting principles and should not be considered
an alternative to, or more meaningful than, operating income or
operating cash flow as an indication of the Company's operating
performance.


Liquidity and Capital Resources

The Company has relied upon cash generated by operations, borrowing and
equity contributions to fund capital expenditures and acquisitions,
service its indebtedness and finance its working capital needs.  During
the comparable six month periods ended June 30, 1999 and 1998, net cash
provided by operations (including changes in working capital) of the
Company was approximately $16.6 million and $10.0 million,
respectively.

From December 31, 1998 to June 30, 1999, the Company's available cash
and cash equivalents increased from approximately $2.3 million to
approximately $2.7 million. Other receivables decreased from
approximately $5.6 million to approximately $3.8 million as a result of
the timing of receipts.  Prepaid expenses and other decreased from
approximately $2.4 million to approximately $1.3 million primarily as
a result of scheduled amortization. Accounts payable and accrued
liabilities increased approximately $6.7 million to approximately $18.4
million from December 31, 1998 to June 30, 1999 primarily a result of
bill payment timing. Also, for the same comparable periods, deferred
taxes payable decreased approximately $1.2 million to approximately
$6.7 million as a result of differences in book and tax depreciation
and amortization lives and methods. Notes payable increased by $1.0
million from December 31, 1998 to March 31, 1999 due primarily to the
borrowings related to capital expenditures.

The Company has increased its total consolidated debt to $225.6 million
as of June 30, 1999 from $224.6 million at December 31, 1998.  The
Company has unused commitments under the Amended and Restated Credit
Agreement of $18.9 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 5.25.  As of June 30, 1999, the Company's Total Funded Debt Ratio
was 4.84.  Interest payments on the Notes and interest and principal
payments under the Amended and Restated Credit Agreement represent
significant liquidity requirements for the Company.  The Amended and
Restated Credit Agreement provides for two term loan facilities in a
total amount of $65 million.  Term Loan A in the original amount of $25
million was paid down to $21.6 million based upon a portion of the
proceeds from the Michigan Sale, matures on March 31, 2003 and begins
amortizing on March 31, 2000.  Term Loan B in the amount of $40
million, matures March 31, 2004 and begins amortizing March 31, 2002.
 The Amended and Restated Credit Agreement also provides for an $80
million reducing revolving facility with a final maturity date of March
31, 2003.  The revolving facility was subject to permanent annual
commitment reductions commencing in 1997 with a remaining commitment as
of June 30, 1999 of $60.0 million.   Borrowings under the Amended and
Restated Credit Agreement will bear interest at floating rates and will
require interest payments on various dates depending upon the interest
rate options selected by the Company.

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

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

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

Year 2000 Issue

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

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

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

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

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

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

The Task Force will coordinate the development of contingency plans in
the event the Company's plan to identify and repair Year 2000 affected
systems is not completed by their scheduled completion dates.  The
Company expects to have solidified its contingency plans by no later
than October 30, 1999.

The remediation and testing of the Company's business systems will cost
an estimated $200,000.  These costs are to be expensed or capitalized,
as appropriate in the period incurred and funded through cash flows
from operations.  Expenses to date have approximated $150,000.  The
financial impact is not expected to be material to the Company's
financial position or results of operations.

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

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

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

<PAGE>
PART II:  OTHER INFORMATION

ITEM 5.	Other Information

<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
REVENUE AND OPERATING CASH FLOW REPORT
(UNAUDITED)
Three Months Ended June 30, 1999 and 1998
<CAPTION>

REVENUES:
                                                    1999            1998
<S>                                             <C>             <C>
Georgia.................................	$  8,549,674  	$  7,573,049
Illinois................................           2,777,654       2,624,682
Michigan(3).............................                   -           8,136
Tennessee...............................          13,187,138      12,053,904
Other(2)................................	      52,067  	      36,495

   Total................................        $ 24,566,533    $ 22,296,266

OPERATING CASH FLOW(1):

Georgia.................................	$  4,235,157  	$  3,732,277
Illinois................................           1,500,520       1,351,815
Michigan................................                   -           3,505
Tennessee...............................           6,765,332       6,013,085
Other...................................	      17,786  	       9,064

   Total................................        $ 12,518,795    $ 11,109,746

OPERATING CASH FLOW AS A PERCENT OF REVENUES:

Georgia.................................              49.5 %          49.3 %
Illinois................................              54.0 %          51.5 %
Michigan................................                 -            43.1 %
RAP-Tennessee...........................              51.3 %          49.9 %

Total (excluding other)...............                51.0 %          49.9 %

<FN>

(1)	Excludes management fee expense of $859,829 and $780,369, net losses related to
        the disposition of certain plant assets of $394,223 and $386,847, sales cost
        expenses related to the sale of partnership interest of $141,535 and $0, and non-
        cash management incentive plan expense of $3,600,000 and $189,999 for the three
        months ended June 30, 1999 and 1998, respectively.

(2)	Principally interest income.

(3)	Activity relates to the Michigan Systems which were sold effective January 31, 1998.
</TABLE>
<PAGE>
<TABLE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
REVENUE AND OPERATING CASH FLOW REPORT
(UNAUDITED)
Six Months Ended June 30, 1999 and 1998

<CAPTION>
REVENUES:
                                                     1999            1998
<S>                                             <C>             <C>
Georgia.................................	$ 16,954,786  	$  14,665,393
Illinois................................           5,484,722        5,280,526
Michigan(3).............................                   -          386,182
Tennessee...............................          26,050,143       23,904,824
Other(2)................................              94,165           64,851

   Total................................        $ 48,583,816    $  44,301,776

OPERATING CASH FLOW(1):

Georgia.................................        $  8,425,497    $   7,229,136
Illinois................................           2,878,668        2,742,004
Michigan................................                   -           83,733
Tennessee...............................          13,171,750       12,004,010
Other...................................              40,745            9,803

   Total................................        $ 24,516,660    $  22,068,686

OPERATING CASH FLOW AS A PERCENT OF REVENUES:

Georgia.................................              49.7 %           49.3 %
Illinois................................              52.5 %           51.9 %
Michigan................................                 -             21.7 %
RAP-Tennessee...........................              50.6 %           50.2 %

Total (excluding other)...............                50.5 %           49.9 %
<FN>


(1)	Excludes management fee expense of $1,700,434 and $1,550,562, net losses related
        to the disposition of certain plant assets of $471,021 and $647,759, sales cost
        expenses related to the sale of partnership interests of $141,535 and $0, non-
        cash management incentive plan expense of $3,819,999 and $379,998, and the non-
        cash cumulative effect of accounting change for organizational costs of $111,607
        and $0 for the six months ended June 30, 1999 and 1998, respectively.

(2)	Principally interest income.

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

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


(a)	Exhibits

		Exhibit 27   Financial Data Schedule

(b)	Reports on Form 8-K

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


SIGNATURES


Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, State of Colorado, as of August 13, 1999.


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

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

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

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