<PAGE>
                                  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 September 30, 2001

                                       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 numbers 333-35183 and 333-35183-01


                           JAMES CABLE PARTNERS, L.P.
                            JAMES CABLE FINANCE CORP.
           (Exact name of each Registrant as specified in its charter)


                 Delaware                                  38-2778219
                 Michigan                                  38-3182724
(State or Other Jurisdiction of Incorporation   (I.R.S. Employer Identification
  or Organization of each Registrant)                 No. of each Registrant)


     38710 Woodward Avenue, Suite 180                        48304
     Bloomfield Hills, Michigan                            (Zip Code)
(Address of principal executive offices)

Registrants' telephone number, including area code:  (248) 647-1080

Indicate 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.
                                                  [X]       [ ]
                                                  Yes        No

Number of shares of common stock of James Cable Finance Corp. outstanding as of
November 14, 2001: 1,000.

*    James Cable Finance Corp. meets the conditions set forth in General
     Instruction H(1)(a) and (b) to the Form 10-Q and is therefore filing with
     the reduced disclosure format.


                                       1
<PAGE>


                                TABLE OF CONTENTS


                                                                        PAGE NO.


PART I.  FINANCIAL INFORMATION

      Item 1.    Consolidated Financial Statements of James Cable
                 Partners, L.P. and Subsidiary                              3
                 Notes to Consolidated Financial Statements                 7


                 Balance Sheets of James Cable Finance Corp.               11
                 Notes to Balance Sheets                                   12

      Item 2.    Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                       13

      Item 3.    Quantitative and Qualitative Disclosures About Market
                 Risk                                                      20

PART II. OTHER INFORMATION

      Item 1.    Legal Proceedings                                         20

      Item 4.    Submission of Matters to a Vote of Security Holders       21

      Item 6.    Exhibits and Reports on Form 8-K                          22



                                       2

<PAGE>

PART I.     FINANCIAL INFORMATION

ITEM 1.       Financial Statements

                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                       September 30,            December 31,
                                                                            2001                   2000
                                                                       -------------           -------------
                                                                        (Unaudited)
                                     ASSETS

<S>                                                                     <C>                     <C>
Cash & Cash Equivalents                                                 $   1,477,580           $   1,098,890
Accounts Receivable - Subscribers (Net of allowance for
      doubtful accounts of $28,043 in 2001 and $9,884 in 2000)              3,738,152               3,629,802
Prepaid Expenses & Other                                                      246,580                 151,044
Property & Equipment:
      Cable television distribution systems and equipment                 103,367,709              94,848,859
      Land and land improvements                                              309,378                 309,378
      Buildings and improvements                                            1,043,325               1,043,325
      Office furniture & fixtures                                           3,475,706               3,475,706
      Vehicles                                                              3,999,658               3,999,658
                                                                        -------------           -------------
           Total                                                          112,195,776             103,676,926
      Less accumulated depreciation                                       (83,470,459)            (77,702,751)
                                                                        -------------           -------------
           Total                                                           28,725,317              25,974,175
Deferred Financing Costs (Net of accumulated amortization of
      $2,182,242 in 2001 and $1,789,837 in 2000)                            2,296,118               2,105,884
Intangible Assets, Net                                                     12,855,906              14,347,214
Deposits                                                                       68,591                  13,942
                                                                        -------------           -------------

Total Assets                                                            $  49,408,244           $  47,320,951
                                                                        =============           =============

                        LIABILITIES & PARTNERS' DEFICIT

Liabilities:
      Debt                                                              $ 111,500,000           $ 102,500,000
      Accounts payable                                                        110,973                 116,293
      Accrued expenses                                                      2,531,712               2,432,148
      Accrued interest on debt                                              1,795,832               4,031,249
      Unearned revenue                                                      3,298,413               3,136,069
      Subscriber deposits                                                      18,321                  19,679
                                                                        -------------           -------------
           Total                                                          119,255,251             112,235,438
Commitments and Contingencies (Note 2)
Partners' Deficit:
      Limited partners                                                    (63,613,308)            (58,727,563)
      General partner                                                      (6,233,699)             (6,186,924)
                                                                        -------------           -------------
           Total                                                          (69,847,007)            (64,914,487)
                                                                        -------------           -------------

Total Liabilities & Partners' Deficit                                   $  49,408,244           $  47,320,951
                                                                        =============           =============
</TABLE>


                 See notes to consolidated financial statements.


                                       3
<PAGE>
                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                               For the Three       For the Three       For the Nine        For the Nine
                                               Months Ended         Months Ended       Months Ended        Months Ended
                                               September 30,       September 30,       September 30,       September 30,
                                                   2001                 2000               2001                 2000
                                               ------------        ------------        ------------        ------------
                                                                               (Unaudited)
<S>                                            <C>                 <C>                 <C>                 <C>
Revenues                                       $  9,885,925        $  9,406,644        $ 29,717,027        $ 28,343,884
System Operating Expenses (Excluding
      Depreciation and Amortization)              6,494,924           5,520,607          18,616,802          16,331,114
Non-System Operating Expenses:
      Management fee                                375,000             362,948           1,258,487           1,197,427
      Other                                         111,402             126,134             342,451             461,577
                                               ------------        ------------        ------------        ------------
      Total non-system operating
           expenses                                 486,402             489,082           1,600,938           1,659,004
Depreciation and Amortization                     2,580,960           2,376,749           7,259,015           6,732,504
                                               ------------        ------------        ------------        ------------
Operating Income                                    323,639           1,020,206           2,240,272           3,621,262
Interest and Other:
      Interest expense                           (3,162,384)         (2,878,099)         (9,107,418)         (8,395,130)
      Interest income                                 4,705              28,835              26,214              80,780
      Other                                               0             (26,917)            (16,900)            (82,942)
                                               ------------        ------------        ------------        ------------
           Total interest and other              (3,157,679)         (2,876,181)         (9,098,104)         (8,397,292)
                                               ------------        ------------        ------------        ------------

Loss before extraordinary item                   (2,834,040)         (1,855,975)         (6,857,832)         (4,776,030)

Extraordinary gain due to extinguishment
      of debt (Note 3)                                    0                   0           1,925,312                   0
                                               ------------        ------------        ------------        ------------


Net Loss                                       $ (2,834,040)       $ (1,855,975)       $ (4,932,520)       $ (4,776,030)
                                               ============        ============        ============        ============
</TABLE>



                 See notes to consolidated financial statements.

                                       4
<PAGE>


                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                  Consolidated Statements of Partners' Deficit

<TABLE>
<CAPTION>
                                                 Limited             General
                                                Partners             Partner             Total
                                              ------------        ------------        ------------
<S>                                           <C>                 <C>                 <C>
Balance, December 31, 2000                    $(58,727,563)       $ (6,186,924)       $(64,914,487)
      Net loss (unaudited)                      (4,885,745)            (46,775)         (4,932,520)
                                              ------------        ------------        ------------

Balance, September 30, 2001 (unaudited)       $(63,613,308)       $ (6,233,699)       $(69,847,007)
                                              ============        ============        ============
</TABLE>


                 See notes to consolidated financial statements.


                                       5


<PAGE>

                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         For the Nine         For the Nine
                                                                         Months Ended         Months Ended
                                                                        September 30,        September 30,
                                                                             2001                 2000
                                                                       -----------------    -----------------
                                                                                    (Unaudited)
<S>                                                                  <C>                  <C>
Cash Flows used in Operating Activities:
      Net loss                                                       $       (4,932,520)  $       (4,776,030)
      Adjustments to reconcile net loss to cash flows
           used in operating activities:
           Depreciation                                                       5,767,707            5,115,692
           Amortization                                                       1,491,308            1,616,812
           Noncash interest expense                                             601,676              473,166
           Extraordinary gain on extinguishment of debt                      (1,925,312)                   0
      (Increase) Decrease in assets:
           Accounts receivable                                                 (108,350)            (143,831)
           Prepaid expenses                                                     (95,536)             (54,427)
           Deposits                                                             (54,649)              10,900
      (Decrease) Increase in liabilities:
           Accounts payable                                                      (5,320)            (266,011)
           Accrued expenses                                                      99,564               24,163
           Accrued interest on debt                                          (2,235,417)          (2,687,500)
           Unearned revenue                                                     162,345              (16,060)
           Subscriber deposits                                                   (1,358)              (1,419)
                                                                       -----------------    -----------------
                Total adjustments                                             3,696,658            4,071,485
                                                                       -----------------    -----------------
                Cash flows used in operating activities                      (1,235,862)            (704,545)
Cash Flows used in Investing Activities:
      Additions to property and equipment                                    (8,518,850)          (7,113,531)
      Increase in intangible assets                                                   0             (138,000)
                                                                       -----------------    -----------------
                Cash flows used in investing activities                      (8,518,850)          (7,251,531)
Cash Flows from Financing Activities:
      Principal payments on credit facility                                  (2,500,000)                   0
      Proceeds from debt borrowings                                          23,500,000            4,000,000
      Costs associated with credit facility amendment                        (1,146,598)                   0
      Purchase of 10-3/4% Senior Notes                                       (9,720,000)                   0
                                                                       -----------------    -----------------
                Cash flows from financing activities                         10,133,402            4,000,000
                                                                       -----------------    -----------------
Net Increase (Decrease) in Cash and Cash Equivalents                            378,690           (3,956,076)
Cash and Cash Equivalents, Beginning of Period                                1,098,890            5,342,420
                                                                       -----------------    -----------------
Cash and Cash Equivalents, End of Period                             $        1,477,580   $        1,386,344
                                                                       =================    =================

Supplemental Disclosure of Cash Flow Information -
      Cash paid for interest during the period
      (net of amounts capitalized and amounts paid on
           Company owned Senior Notes)                               $       10,801,128   $       10,589,140
                                                                       =================    =================
</TABLE>


          See notes to consolidated financial statements.

                                       6
<PAGE>

                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)   BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      GENERAL - James Cable Partners, L.P. (the "Partnership") was organized as
a Delaware limited partnership in 1988. James Cable Finance Corp., a Michigan
corporation ("Finance Corp."), was organized on June 19, 1997 and became a
wholly-owned subsidiary of the Partnership. References to the "Company" herein
are to the Partnership and Finance Corp. consolidated, or to the Partnership
prior to the organization of Finance Corp., as appropriate.

      UNAUDITED INTERIM STATEMENTS - The accompanying interim financial
statements and related notes are unaudited, and reflect all adjustments
(consisting only of normal recurring adjustments) which, in the opinion of
management, are necessary for a fair presentation of the financial position and
results of operations of the Company for the interim periods. The December 31,
2000 balance sheet data is derived from audited financial statements, but the
notes do not include all disclosures required for audited statements by
generally accepted accounting principles. These interim financial statements
should be read in conjunction with the audited financial statements and related
notes for the year ended December 31, 2000 included in the Company's 2000 Form
10-K filed with the Securities and Exchange Commission. The results for interim
periods are not necessarily indicative of the results for a full year.

      IMPAIRMENT ACCOUNTING - The Company reviews the recoverability of its
long-lived and intangible assets, when events or changes in circumstances occur
that indicate that the carrying value of the assets may not be recoverable. The
measurement of possible impairment is based on the Company's ability to recover
the carrying value of the asset from the expected future undiscounted cash flows
generated and requires management to use estimates of expected future cash
flows. If an impairment loss existed, the amount of the loss would be recorded
in the consolidated statements of operations. It is possible that future events
or circumstances could cause these estimates to change.

      IMPACT OF RECENTLY ADOPTED ACCOUNTING PRINCIPLES - In June 1998, Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" was issued. In June 2000, the FASB issued
SFAS No. 138, which amended certain provisions of SFAS No. 133. SFAS No. 133, as
amended, establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. The standard was effective beginning in the
first quarter of the Company's 2001 fiscal year. The adoption of SFAS No. 133,
as amended, has not had a material impact on the Company's financial position or
results of operations.

      On July 20, 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 requires that goodwill and other intangible
assets with indefinite useful lives no longer be amortized, but instead tested
for impairment at least annually. Amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon adoption of this
statement. SFAS No. 142 will be effective for fiscal years beginning after
December 15, 2001. The Company will adopt SFAS No. 142 beginning in the first
quarter of 2002 and is currently evaluating the impact that this standard will
have on its financial position and/or results of operations.


                                       7

<PAGE>


      In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment and disposition of long-lived
assets. SFAS No. 144, which supercedes SFAS No. 121, will become effective for
fiscal years beginning after December 15, 2001. The Company is currently
evaluating the impact that this standard will have on its financial position
and/or results of operations.

(2)   REGULATORY MATTERS

      The cable television industry is subject to extensive governmental
regulation on the federal, state and local levels (but principally by the
Federal Communications Commission ("FCC") and by local franchising authorities
("LFA's")). Many aspects of such regulation have recently been extensively
revised and are currently the subject of judicial proceedings and administrative
rulemakings, which are potentially significant to the Company. In this regard,
the Company believes that the regulation of cable television systems, including
the rates charged for cable services, remains a matter of interest to Congress,
the FCC and local regulatory officials. Critics of the cable television industry
continue to seek to maintain or even tighten cable rate regulation in the
absence of widespread effective competition. Accordingly, no assurance can be
given as to what future actions such parties or the courts may take or the
effect thereof on the Company.

      The Company, in addition to providing cable television services, also
provides Internet access services, both dial-up and high-speed, to a portion of
its subscriber base. While there is no significant federal regulation of cable
system delivery of Internet services at the current time, in September 2000 the
FCC initiated an inquiry into whether to establish access obligations on
operators offering high-speed Internet service. Thus, regulation of such
services could be imposed in the future as cable systems expand their broadband
delivery of Internet services. In addition, there have been proposals made to
Congress and the FCC that would allow unaffiliated Internet service providers
and online service providers access to cable systems' distribution networks.
Also, some states and LFA's are considering the imposition of mandatory Internet
access requirements as part of cable franchise renewals or transfer approvals.
To date, however, where such actions have been challenged in court, the LFAs
attempts to impose access requirements have been deemed unlawful. Thus, while no
significant regulations exist at the current time, there can be no assurances as
to what future actions will be taken or the effects of such actions on the
Company.

      On August 18, 2000, the Company, through its membership in the Alabama
Cable Telecommunications Association, joined other Alabama cable operators in a
pole attachment Complaint against Alabama Power Company ("APC") which was filed
with the FCC's Cable Service Bureau (the "Bureau"). The complaint was initiated
as a result of APC's imposition of significant pole rental rate increases (more
than 500% for the Company), APC's refusal to engage in good faith negotiations
and the threat, by APC, to terminate existing pole attachment agreements. The
Bureau granted the Alabama cable operators, including the Company, all relief
requested in the Complaint. Specifically, the Bureau ruled that APC had failed
to make a persuasive argument on the merits that lawful just compensation was
greater than the current rate paid by the cable operators, including the
Company, under existing pole attachment agreements. Thus, the Bureau declared
APC's new pole attachment rental rates of $38.81 void and reinstated the $7.47
rate previously in effect, as well as other terms and conditions that APC had
sought to terminate. The Bureau also placed the parties under a bargaining order
requiring good faith negotiation of a new pole attachment agreement and a new
rental rate utilizing the FCC's established formulas.

      As expected, on September 11, 2000, APC appealed the Bureau's decision to
the FCC's five


                                       8

<PAGE>

Commissioner panel (the "Panel"). On May 25, 2001 the Panel issued a final
decision affirming the earlier order issued by the Bureau.

      In addition, on September 12, 2000 and May 25, 2001, APC appealed the
decisions discussed above to the U.S. Court of Appeals for the Eleventh Circuit,
which consolidated the appeals and has agreed to hear the case. Both parties
submitted full briefs and, on October 31, 2001, presented their oral arguments
before the Court. A final decision from the Court is not expected until 2002.

         It is also important to note that APC is not the only utility company
to propose significant pole attachment rental rate increases. For instance,
Georgia Power Company, which also provides pole attachments to the Company, has
proposed an even greater increase than APC, as well as an onerous new pole
agreement. Both the rates and the agreement are currently being challenged at
the FCC. Depending on the final outcome of these proceedings, as well as others
that may arise in the future involving other utility companies, the Company
could experience a significant increase in its pole attachment rental costs and
the results of its operations could be negatively impacted if enough of its pole
attachment rental rates increased at this pace.

      On October 31, 2001, Echostar Satellite Corporation filed a suit against
James Cable Partners, L.P. in U.S. District Court for the District of Colorado
alleging, among other things, unfair trade practices, and violations of the
Federal Communications Act of 1934 and The Digital Millennium Copyright Act.
The suit seeks, among other things, statutory and compensatory damages, treble
and punitive damages, attorneys' fees and other unspecified damages. James Cable
Partners, L.P. is investigating Echostar's allegations and has yet to file an
answer in this matter. Pendency of this litigation can be expected to result in
significant expenses to James Cable Partners, L.P. and the diversion of
management time and other resources, the extent of which it cannot quantify with
any reasonable certainty at this time. If Echostar is successful in its claims
against James Cable Partners, L.P., they may be required to pay damages and
attorneys' fees to Echostar (which, depending on the amount of such damages,
could adversely affect the financial condition of James Cable Partners, L.P.).

      The Company is a party to ordinary and routine litigation proceedings that
are incidental to the Company's business. Management believes that the outcome
of all pending legal proceedings will not, in the aggregate, have a material
adverse effect of the financial condition or results of operations of the
Company.

(3)   DEBT

      During the period from December 31, 2000 to March 2, 2001, the Company was
in default of a debt to EBITDA ratio covenant under its credit facility. During
the period from February 15, 2001 to March 2, 2001, the Company was also in
default of its obligation to pay interest on its 10-3/4% Series B Senior Notes
due 2004. On March 2, 2001, the Company amended and restated its secured credit
facility with four new lenders which will permit it to borrow up to $30 million
(See Note 3 and Exhibit (4)(b) included in the Company's Form 10-K for the year
ended December 31, 2000). Approximately $18 million of the available credit was
then drawn down to pay accrued interest on the Company's Series B Senior Notes
and to purchase $12 million (face amount) of those Notes from affiliates of the
lenders. In addition, the Company took another draw of $5.5 million in August of
2001 to make its August 15 interest payment on the Series B Senior Notes. The
remaining credit available may be used, among other things, to (i) provide for
working capital and general partnership purposes, (ii) make acquisitions of
cable television systems, (iii) pay future installments of interest on the
Company's Series B Senior Notes, and (iv) to finance capital improvements. The
credit facility matures on March 2, 2004 and is guaranteed by James Cable
Finance Corp. Interest accrues on amounts borrowed under the credit facility at
a fixed rate of 11.5%, and such accrued interest is payable quarterly. The debt
is comprised of:

<TABLE>
<S>                                                          <C>
                10-3/4% Senior B Senior Notes due 2004       $ 88,000,000
                Credit facility                                23,500,000
                                                             ------------
                Total debt                                   $111,500,000
                                                             ============
</TABLE>




                                       9
<PAGE>


As discussed above, the Company purchased $12 million (face amount) of its
10-3/4% Senior Notes from affiliates of its credit facility lenders. These Notes
were purchased at a discounted price of .81 and, thus, the Company must
recognize an extraordinary gain on the extinguishment of debt as follows:

<TABLE>
<S>                                               <C>              <C>
Face value of Notes purchased                                       $12,000,000
Purchase price of Notes                               9,720,000
Unamortized value of costs associated
   with Notes                                           354,688
                                                  -------------
              Subtotal                                               10,074,688
                                                                   ------------
Extraordinary gain on extinguishment of debt                         $1,925,312
                                                                   ============
</TABLE>





                                       10
<PAGE>



                            JAMES CABLE FINANCE CORP.
            (A WHOLLY OWNED SUBSIDIARY OF JAMES CABLE PARTNERS, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 September 30,       December 31,
                                                                                      2001               2000
                                                                                -----------------  -----------------
                                                                                  (Unaudited)
                                             ASSETS
<S>                                                                             <C>                <C>
Cash and cash equivalents                                                                 $1,000             $1,000
                                                                                =================  =================

                              SHAREHOLDER'S EQUITY
Shareholder's equity - Common stock (1,000 shares issued and outstanding)                 $1,000             $1,000
                                                                                =================  =================

</TABLE>

                          See notes to balance sheets.









                                       11
<PAGE>


                            JAMES CABLE FINANCE CORP.
           (A wholly owned subsidiary of James Cable Partners, L.P.,
                         a Delaware Limited Partnership)

                     NOTES TO THE BALANCE SHEETS (UNAUDITED)

(1)   ORGANIZATION

      James Cable Finance Corp. ("Finance Corp."), a Michigan corporation, is a
wholly-owned subsidiary of James Cable Partners, L.P., a Delaware limited
partnership (the "Partnership"), and was organized on June 19, 1997 for the sole
purpose of acting as co-issuer with the Partnership of $100 million aggregate
principal amount of the 10-3/4% Senior Notes. Finance Corp. has nominal assets
and currently does not have (and it is not expected to have) any material
operations.

(2)   STATEMENTS OF OPERATIONS, SHAREHOLDER'S EQUITY AND CASH FLOWS

      Since there were no operations in the Finance Corp. from the date of
inception through September 30, 2001, a Statement of Operations, a Statement of
Shareholder's Equity and a Statement of Cash Flows have not been presented.


                                       12

<PAGE>


PART I.  FINANCIAL INFORMATION

Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

      The following discussion of the financial condition and results of
operations of the Company contains certain forward-looking statements relating
to anticipated future financial conditions and operating results of the Company
and its current business plans. In the future, the financial condition and
operating results of the Company could differ materially from those discussed
herein and its current business plans could be altered in response to market
conditions and other factors beyond the Company's control. Important factors
that could cause or contribute to such differences or changes include those
discussed in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 under "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations."

OVERVIEW

      Revenues. The Company's revenues are primarily attributable to
subscription fees charged to subscribers of the Company's basic and premium
cable television programming services. Basic revenues consist of monthly
subscription fees for all services (other than premium programming, Internet
services and digital services) as well as monthly charges for customer equipment
rental. Premium revenues consist of monthly subscription fees for programming
provided on a per-channel basis. Internet revenues consist of monthly
subscription fees for Internet access and modem installation fees. Digital
services revenue includes monthly subscription fees for tiers of digital
programming and fees charged for pay-per-view movies, concerts and sporting
events. In addition, other revenues are derived from installation and
reconnection fees charged to subscribers to commence cable service, late payment
fees, franchise fees, advertising revenues and commissions related to the sale
of goods by home shopping services. At September 30, 2001, the Company had
69,139 basic subscribers and 25,523 premium subscriptions, representing basic
penetration of 53.3% and premium penetration of 36.9% as compared to December
31, 2000 at which time the Company had 69,875 basic subscribers and 22,713
premium subscriptions which represented basic penetration of 53.9% and premium
penetration of 32.5%.

      As of September 30, 2001 the Company was offering its high-speed Internet
service to approximately 55% of its cable subscribers and had approximately
5,800 high-speed Internet customers. In addition, the Company was offering its
dial-up Internet services to over 50% of its cable subscribers and had
approximately 4,000 dial-up Internet customers.

      System Operating Expenses. System operating expenses are comprised of
variable operating expenses and fixed selling, service and administrative
expenses directly attributable to the Company's systems. Variable operating
expenses consist of costs directly attributable to providing cable services to
customers and therefore generally vary directly with revenues. Variable
operating expenses include programming fees paid to suppliers of programming the
Company includes in its basic, premium and digital cable television services, as
well as expenses related to copyright fees, franchise operating fees and bad
debt expenses. Selling, service and administrative expenses directly
attributable to the Company's systems include the salaries and wages of the
field and office personnel, plant operating expenses, office and administrative
expenses and sale costs.

      Non-System Operating Expenses. Non-system operating expenses consist
primarily of general overhead expenses which are not directly attributable to
any one of the Company's systems. These expenses include legal, audit and tax
fees, an incentive bonus accrual for the general managers of the Company's
systems and amounts paid to its general partner for management expenses.




                                       13

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      General. Liquidity describes the ability to generate sufficient cash flows
to meet the cash requirements of continuing operations and to pay obligations as
they mature. Liquidity, in the context of the Company's operations, is typically
determined by cash flows from operating activities (e.g. initial installation
charges and monthly service fees paid by subscribers) and the cash flows used in
investing activities (e.g. spending associated with capital projects). The
Company continuously monitors available cash and cash equivalents in relation to
projected cash needs in an effort to maintain adequate balances for current
payments.

      Cash Flows used in Operating Activities. Net cash used in operating
activities was $1.2 million for the nine months ended September 30, 2001 as
compared to $700,000 for the nine months ended September 30, 2000.

      Cash Flows used in Investing Activities. Net cash used in investing
activities was $8.5 million for the nine months ended September 30, 2001 as
compared to $7.3 million for the nine months ended September 30, 2000. The
increase is primarily the result of capital spending the Company made as a part
of its Tennessee system rebuild as well as the equipment costs associated with
Internet and digital service installations.

      Cash Flows from Financing Activities. Cash flows from financing activities
for the nine months ended September 30, 2001 were $10.1 million. The $10.1
million consists of $23.5 million of proceeds from debt borrowings on the
Company's credit facility net of $2.5 million of principal payments made on the
credit facility, $1.2 million of costs associated with amending and restating
the credit facility and $9.7 million used to repurchase $12 million face value
of the 10-3/4% Senior Notes. Cash flows from financing activities for the nine
months ended September 30, 2000 consisted solely of $4 million of proceeds from
debt borrowings on the Company's credit facility.

      Balance Sheet. Cash increased by $400,000 from $1.1 million at December
31, 2000 to $1.5 million at September 30, 2001 as the $5.4 million interest
payment made on August 15, 2001 was offset by borrowings the Company made
against its credit facility. Property & Equipment increased by $8.5 million
during the first nine months of 2001 primarily due to capital spending made as a
part of the Company's Tennessee system rebuild as well as equipment costs
associated with Internet and digital installations. Deferred financing costs
increased by $200,000 during the first nine months of 2001 as a result of the
amendment and restatement of the Company's credit facility as discussed below.

      Total debt increased from $102.5 million at December 31, 2000 to $111.5
million at September 30, 2001. During the period from December 31, 2000 to March
2, 2001, the Company was in default of a debt to EBITDA ratio covenant under its
credit facility. During the period from February 15, 2001 to March 2, 2001, the
Company was also in default of its obligation to pay interest on its 10-3/4%
Series B Senior Notes due 2004. As discussed below, on March 2, 2001, the
Company amended and restated its secured credit facility with four new lenders
which will permit it to borrow up to $30 million. Approximately $18 million of
the available credit was then drawn down to pay accrued interest on the
Company's Series B Senior Notes and to purchase $12 million (face amount) of
those Notes from affiliates of the lenders. In addition, the Company took
another draw of $5.5 million in August of 2001 to make its August 15 interest
payment on the Series B Senior Notes. The remaining credit available may be
used, among other things, to (i) provide for working capital and general
partnership purposes, (ii) make acquisitions of cable television systems, (iii)
pay future installments of interest on the Company's Series B Senior Notes, and
(iv) to finance capital improvements.



                                       14
<PAGE>

      The Notes. The Company has outstanding an aggregate principal amount of
$88 million of its 10-3/4% Series B Senior Notes due 2004 (the "Notes"). The
Notes are general senior unsecured obligations of the Company that mature on
August 15, 2004 and rank equally in right of payment with all other existing and
future unsubordinated indebtedness of the Company and senior in right of payment
to any subordinated obligations of the Company. The Notes are subordinated in
right of payment to all secured indebtedness of the Company. Interest on the
Notes accrues at the rate of 10-3/4% per annum and is payable semi-annually in
cash arrears on February 15 and August 15, which commenced on February 15, 1998,
to holders of record on the immediately preceding February 1 and August 1.
Interest on the Notes accrues from the most recent date to which interest has
been paid. Interest is computed on the basis of a 360-day year comprised of
twelve 30-day months.

      There is no public market for the Notes. The Company has not and does not
intend to list the Notes on any securities exchange or to seek approval for
quotation through any automated quotation system.

      The Credit Facility. The Company has a $30 million Credit Facility with
four independent lenders which matures on March 2, 2004. Approximately $23.5
million of the available credit has been drawn down to pay interest on the
Company's Series B Senior Notes and to purchase $12 million (face amount) of
those Notes from affiliates of the lenders. The remaining credit available may
be used, among other things, to (i) provide for working capital and general
partnership purposes, (ii) make acquisitions of cable television systems, (iii)
pay future installments of interest on the Company's Series B Senior Notes, and
(iv) to finance capital improvements.

      The Credit Facility, which is secured by a first priority lien on and
security interest in substantially all of the assets of the Company, requires
quarterly payments of accrued interest with the principal payable at maturity.
The Credit Facility contains certain covenants, and provides for certain events
of default, customarily contained in facilities of a similar type. Among other
things, the Credit Facility requires the Company to (i) maintain the ratio of
its total debt to annualized six-month EBITDA of no more than 9.25 to 1 and (ii)
maintain a senior debt ratio (that is, the ratio of debt under the Credit
Facility to annualized six-month EBITDA) of no more than 2.40 to 1. In addition,
the Credit Facility imposes limitations on the amount of capital expenditures
that the Company can make for the remainder of the term. Generally, capital
expenditures are limited to $12 million per annum plus any unused portion of the
capital expenditure allowance from the previous year. At September 30, 2001 the
debt to EBITDA covenant discussed above limited the Company's maximum borrowings
under the credit facility to approximately $25 million.

      The Company believes that it will continue to generate cash or obtain
financing sufficient to meet its requirements for debt service, working capital
and capital expenditures contemplated in the near term. However, the ability of
the Company to satisfy its obligations will be primarily dependent on its future
financial and operating performance and upon its ability to renew or refinance
borrowings or to raise additional equity capital if necessary. While the Company
believes that it will be able to service its debt, there can be no assurance
that it will be able to renew or refinance borrowings, or raise additional
equity capital, if its future operating results fall short of expectations.


                                       15

<PAGE>



RESULTS OF OPERATIONS

The following table sets forth the percentage relationship that the various
items bear to revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                      For the Three Months ended September 30,
                                                        2001                           2000
                                                        ----                           ----
                                              Amount           %              Amount           %
                                              ------           -              ------           -
                                                                (Dollars in thousands)
<S>                                       <C>                  <C>        <C>                  <C>
Revenues                                  $       9,886        100.0 %    $       9,407        100.0 %
System operating expenses                         6,495         65.7              5,521         58.7
Non-System operating expenses                       486          4.9                489          5.2
Depreciation and amortization                     2,581         26.1              2,377         25.2
                                            ------------   ----------       ------------   ----------
Operating income                                    324          3.3              1,020         10.9
Interest expense, net                             3,158         31.9              2,849         30.3
Other expenses                                        0          0.0                 27          0.3
                                            ------------   ----------       ------------   ----------

Net loss                                  $      (2,834)       (28.6)%    $      (1,856)       (19.7)%
                                            ============   ==========       ============   ==========

EBITDA (1)                                $       2,905         29.4 %    $       3,397         36.1 %
</TABLE>



<TABLE>
<CAPTION>
                                                       For the Nine Months ended September 30,
                                                        2001                           2000
                                                        ----                           ----
                                              Amount           %              Amount           %
                                              ------           -              ------           -
                                                                (Dollars in thousands)

<S>                                        <C>                  <C>        <C>                  <C>
Revenues                                   $      29,717        100.0 %    $     28,344         100.0 %
System operating expenses                         18,617         62.6            16,331          57.6
Non-System operating expenses                      1,601          5.4             1,659           5.9
Depreciation and amortization                      7,259         24.4             6,733          23.8
                                             ------------   ----------       -----------    ----------
Operating income                                   2,240          7.6             3,621          12.7
Interest expense, net                              9,081         30.6             8,314          29.3
Other expenses                                        17          0.1                83           0.3
                                             ------------   ----------       -----------    ----------
Loss before extraordinary item                    (6,858)       (23.1)           (4,776)        (16.9)
Extraordinary gain due to
   extinguishment of debt                          1,925          6.5                 0           0.0
                                             ------------   ----------       -----------    ----------
Net loss                                   $      (4,933)       (16.6)%    $     (4,776)        (16.9)%
                                             ============   ==========       ===========    ==========

EBITDA (1)                                 $       9,499         32.0 %    $     10,354          36.5 %
</TABLE>




(1)  EBITDA represents operating income before depreciation and amortization.
     The Company has included EBITDA data (which are not a measure of financial
     performance under Generally Accepted Accounting Principles ("GAAP"))
     because it understands such data are used by certain investors to determine
     a company's historical ability to service its indebtedness. EBITDA should
     not be considered as an alternative to net income as an indicator of the
     Company's performance or as an alternative to cash flow as a measure of
     liquidity as determined in accordance with GAAP. In addition, the
     calculation of EBITDA for the Company may differ from EBITDA calculations
     of other companies.





                                       16
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2000

      Revenues. Revenues for the three months ended September 30, 2001 increased
by $500,000, or 5.1%, to $9.9 million from $9.4 million for the three months
ended September 30, 2000. This increase is the direct result of increases in the
Company's Internet and digital service revenues from 2000 to 2001. Basic
revenues remained constant at $7.4 million for the three months ended September
30, 2000 and 2001. Average monthly total revenues per subscriber for the three
months ended September 30, 2001 were $47.87, as compared to $45.06 for the same
period last year. These increases were primarily the result of rate increases
which the Company has taken on its cable services and increases in the Internet
and digital revenues discussed above.

      Subscribers. At September 30, 2001 the Company had 69,139 subscribers
which represents a decrease of 618 from the 69,757 subscribers at September 30,
2000. This decrease is primarily attributable to recent overbuilds in the
Company's Lafayette, Alabama and Alachua, Florida systems by other franchised
cable service providers (See "Competition"). Thus, without these overbuilds the
Company's subscriber base was relatively constant from 2000 to 2001. However,
the Company still faces competition from the increased availability and
affordability of video services from satellite dishes and other alternatives to
traditional hard-line cable services. The Company continues to respond to this
competition with the introduction of advanced telecommunications services and
aggressive marketing campaigns.

      System Operating Expenses. System operating expenses for the three months
ended September 30, 2001 were $6.5 million, an increase of $1.0 million, or
17.7%, over the three months ended September 30, 2000. As a percentage of
revenues, system operating expenses increased 7.0% from 58.7% in 2000 to 65.7%
in 2001. The primary reasons for this increase are expenses associated with the
Company's marketing campaigns, expenses associated with the Company's launch of
digital services in many of its systems, Internet cost increases associated with
an increase in Internet customers and cost increases associated with higher
programming rates and new programming launched in conjunction with rate
increases.

      Non-System Operating Expenses. Non-system operating expenses remained
constant at $500,000 for the three months ended September 30, 2001 and 2000.

      EBITDA. As a result of the foregoing, EBITDA decreased from $3.4 million
for the three months ended September 30, 2000 to $2.9 million for the three
months ended September 30, 2001.

      Depreciation and Amortization. Depreciation and amortization increased by
$200,000, or 8.6%, from the three months ended September 30, 2000 to the three
months ended September 30, 2001 due primarily to the capital expenditures made
as a part of the Company's Tennessee system rebuild as well as equipment costs
associated with Internet and digital installations.

      Interest Expense, Net. Interest expense, net was $3.2 million for the
three months ended September 30, 2001 which represents an increase of $300,000,
or 10.8%, from the three months ended September 30, 2000. This increase was
primarily the result of a $500,000 increase in the interest on borrowings the
Company had outstanding against its credit facility from 2000 to 2001. The
increase was partially offset by a reduction in interest expense on the 10-3/4%
Senior Notes due to the $12 million (face value) of the Notes held by the
Company.

      Net Loss. As a result of the foregoing factors, the Company's net loss was
$2.8 million for the three months ended September 30, 2001 as compared to $1.9
million for the three months ended September 30, 2000.



                                       17
<PAGE>



NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2000

      Revenues. Revenues for the nine months ended September 30, 2001 increased
$1.4 million, or 4.8%, to $29.7 million from $28.3 million for the nine months
ended September 30, 2000. This increase is the direct result of increases in the
Company's Internet and digital services revenues from 2000 to 2001. Basic
revenues remained constant at $22.5 million for the nine months ended September
30, 2000 and 2001. As a result of rate increases implemented by the Company
since January 1, 2000, as well as the increases in Internet and digital revenues
discussed above, average monthly total revenues per subscriber for the nine
months ended September 30, 2001 were $47.72, as compared to $44.82 for the same
period last year.

      System Operating Expenses. System operating expenses for the nine months
ended September 30, 2001 were $18.6 million, an increase of $2.3 million, or
14.0%, over the nine months ended September 30, 2000. As a percentage of
revenues, system operating expenses increased 5.0% from 57.6% in 2000 to 62.6%
in 2001. The primary reasons for this increase are expenses associated with the
Company's marketing campaigns, expenses associated with the Company's launch of
digital services in many of its systems, Internet cost increases associated with
an increase in Internet customers and cost increases associated with higher
programming rates and new programming launched in conjunction with rate
increases.

     Non-System Operating Expenses. Non-system operating expenses decreased from
$1.7 million for the nine months ended September 30, 2000 to $1.6 million for
the nine months ended September 30, 2001. This decrease was primarily due to a
reduction in legal fees.

      EBITDA. As a result of the foregoing, EBITDA decreased from $10.4 million
for the nine months ended September 30, 2000 to $9.5 million for the nine months
ended September 30, 2001.

      Depreciation and Amortization. Depreciation and amortization increased
from $6.7 million for the nine months ended September 30, 2000 to $7.3 million
for the nine months ended September 30, 2001 due primarily to the capital
expenditures made as a part of the Company's Tennessee system rebuild as well as
equipment costs associated with Internet and digital installations.

      Interest Expense, Net. Interest expense, net was $9.1 million for the nine
months ended September 30, 2001 which represents an increase of $800,000, or
9.2%, from the nine months ended September 30, 2000. This increase was primarily
the result of a $1.3 million increase in the interest on borrowings the Company
had outstanding against its credit facility from 2000 to 2001. The increase was
partially offset by a reduction in interest expense on the 10-3/4% Senior Notes
due to the $12 million (face value) of the Notes held by the Company.

      Loss before Extraordinary Item. As a result of the foregoing factors, the
Company's loss before extraordinary item increased from $4.8 million for the
nine months ended September 30, 2000 to $6.9 million for the nine months ended
September 30, 2001.

     Extraordinary Gain due to Debt Extinguishment. On March 2, 2001 the Company
purchased $12 million (face amount) of its 10-3/4% Series B Senior Notes from
affiliates of its credit facility lenders. These Notes were purchased at a
discount price of .81 and, thus, the Company must recognize an extraordinary
gain due to debt extinguishment in 2001 as follows:

                                       18

<PAGE>
<TABLE>
<S>                                            <C>               <C>
Face value of Notes purchased                                    $    12,000,000
Purchase price of Notes                             9,720,000
Unamortized value of costs associated
   with Notes                                         354,688
                                               --------------
              Subtotal                                                10,074,688
                                                                 ---------------
Extraordinary gain on extinguishment of debt                     $     1,925,312
                                                                 ===============
</TABLE>


     Net loss. As a result of the foregoing factors, the Company had a net loss
of $4.9 million for the nine months ended September 30, 2001 as compared to $4.8
million for the nine months ended September 30, 2000.

EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities" was issued. In
June 2000, the FASB issued SFAS No. 138, which amended certain provisions of
SFAS No. 133. SFAS No. 133, as amended, establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. The standard was effective
beginning in the first quarter of the Company's 2001 fiscal year. The adoption
of SFAS No. 133, as amended, has not had a material impact on the Company's
financial position or results of operations.

     On July 20, 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 requires that goodwill and other intangible
assets with indefinite useful lives no longer be amortized, but instead tested
for impairment at least annually. Amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon adoption of this
statement. SFAS No. 142 will be effective for fiscal years beginning after
December 15, 2001. The Company will adopt SFAS No. 142 beginning in the first
quarter of 2002 and is currently evaluating the impact that this standard will
have on its financial position and/or results of operations.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment and disposition of long-lived
assets. SFAS No. 144, which supercedes SFAS No. 121, will become effective for
fiscal years beginning after December 15, 2001. The Company is currently
evaluating the impact that this standard will have on its financial position
and/or results of operations.

COMPETITION

     As more thoroughly described in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, cable television systems face
competition from alternative methods of receiving and distributing television
signals, from other sources of news, information and entertainment, and from
other cable television systems that have authority to build and operate cable
television systems within the same geographic territories as the Company
(typically referred to as "overbuilds"). In such overbuild situations the
Company may be in competition with municipalities or public or private entities
that may be better capitalized. Although the total number of such overbuilt
areas within the Company's operations remains small, overbuilds in Lafayette,
Alabama and Alachua, Florida have resulted in a loss of approximately 740
subscribers as well as reduced subscription rates in these areas. The Company is
responding to this competition through the introduction of advanced
telecommunication services and aggressive marketing campaigns.



                                       19

<PAGE>

Item 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The Company did not hold, either during the nine months ended September 30,
2001 and 2000, or at September 30, 2001 and December 31, 2000, any market risk
sensitive instruments. The Company has outstanding $88 million of its 10-3/4%
Series B Senior Notes with a fixed interest rate of 10.75%. In addition, the
Company has borrowings outstanding against its credit facility of $23.5 million
with a fixed interest rate of 11.5%.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

      The Company is a party to ordinary and routine litigation proceedings that
are incidental to the Company's business. Management believes that the outcome
of all pending legal proceedings will not, in the aggregate, have a material
adverse effect on the financial condition or results of operations of the
Company.

      On August 18, 2000, the Company, through its membership in the Alabama
Cable Telecommunications Association, joined other Alabama cable operators in a
pole attachment Complaint against Alabama Power Company ("APC") which was filed
with the FCC's Cable Service Bureau (the "Bureau"). The complaint was initiated
as a result of APC's imposition of significant pole rental rate increases (more
than 500% for the Company), APC's refusal to engage in good faith negotiations
and the threat, by APC, to terminate existing pole attachment agreements. The
Bureau granted the Alabama cable operators, including the Company, all relief
requested in the Complaint. Specifically, the Bureau ruled that APC had failed
to make a persuasive argument on the merits that lawful just compensation was
greater than the current rate paid by the cable operators, including the
Company, under existing pole attachment agreements. Thus, the Bureau declared
APC's new pole attachment rental rates of $38.81 void and reinstated the $7.47
rate previously in effect, as well as other terms and conditions that APC had
sought to terminate. The Bureau also placed the parties under a bargaining order
requiring good faith negotiation of a new pole attachment agreement and a new
rental rate utilizing the FCC's established formulas.

      As expected, on September 11, 2000, APC appealed the Bureau's decision to
the FCC's five Commissioner panel (the "Panel"). On May 25, 2001 the Panel
issued a final decision affirming the earlier order issued by the Bureau.

      In addition, on September 12, 2000 and May 25, 2001, APC appealed the
decisions discussed above to the U.S. Court of Appeals for the Eleventh Circuit,
which consolidated the appeals and has agreed to hear the case. Both parties
submitted full briefs and, on October 31, 2001, presented their oral arguments
before the Court. A final decision from the Court is not expected until 2002.

      It is also important to note that APC is not the only utility company to
propose significant pole attachment rental rate increases. For instance, Georgia
Power Company, which also provides pole attachments to the Company, has proposed
an even greater increase than APC, as well as an onerous new pole agreement.
Both the rates and the agreement are currently being challenged at the FCC.
Depending on the final outcome of these proceedings, as well as others that may
arise in the future involving other utility companies, the Company could
experience a significant increase in its pole attachment rental costs and the
results of its operations could be negatively impacted if enough of its pole
attachment rental rates increased at this pace.

      On October 31, 2001, Echostar Satellite Corporation filed a suit against
James Cable Partners, L.P. in U.S. District Court for the District of Colorado
alleging, among other things, unfair trade practices, and violations of the
Federal Communications Act of 1934 and The Digital Millennium Copyright Act.
The suit seeks, among other things, statutory and compensatory damages, treble
and punitive damages, attorneys' fees and other unspecified damages. James Cable
Partners, L.P. is investigating Echostar's allegations and has yet to file an
answer in this matter. Pendency of this litigation can be expected to result in
significant expenses to James Cable Partners, L.P. and the diversion of
management time and other resources, the extent of which it cannot quantify with
any reasonable certainty at this time. If Echostar is successful in its claims
against James Cable Partners, L.P., they may be required to pay damages and
attorneys' fees to Echostar (which, depending on the amount of such damages,
could adversely affect the financial condition of James Cable Partners, L.P.).


                                       20


<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders

      There were no matters submitted to a vote of James' limited partners or
Finance Corp.'s sole shareholder during the third quarter of 2001.


                                       21
<PAGE>


Item 6.

         (a)      Exhibits.

EXHIBIT NO.                DESCRIPTION

         3.1    --         Second Amended and Restated Agreement of Limited
                           Partnership of James Cable Partners, L.P. dated as of
                           December 29, 1999, as amended by a First Amendment to
                           Second Amended and Restated Agreement of Limited
                           Partnership dated as of March 1, 2001***

         3.2    --         Certificate of Limited Partnership of James Cable
                           Partners, L.P.*

         3.3    --         Articles of Incorporation of James Cable Finance
                           Corp.*

         3.4    --         Bylaws of James Cable Finance Corp.*

         4.1    --         Indenture dated as of August 15, 1997 among James
                           Cable Partners, L.P., James Cable Finance Corp., and
                           United States Trust Company of New York, as Trustee*

         4.3    --         Credit Agreement dated as of March 2, 2001 between
                           James Cable Partners, L.P., as Borrower, and the
                           Lenders listed therein***

         4.4    --         Company Security Agreement dated as of March 2,
                           2001 between James Cable Partners, L.P., as Grantor,
                           and GoldenTree Asset Management LLC, as agent for the
                           Lenders***

         4.5    --         Guaranty Agreement dated as of March 2, 2001 by James
                           Cable Finance Corp., in favor of each of the
                           Lenders***

         4.6    --         Guarantor Security Agreement dated as of March 2,
                           2001 between James Cable Finance Corp., as Grantor,
                           and GoldenTree Asset Management LLC, as agent for the
                           Lenders***

         4.8    --         Option Agreement / Option Certificate dated as of
                           December 29, 1999 by and between James Cable
                           Partners, L.P. and James Communications Partners**

         21     --         List of subsidiaries of James Cable Partners, L.P.:
                           James Cable Finance Corp. (James Cable Finance Corp.
                           has no subsidiaries)

         ---------------------------

*        Incorporated by reference to the corresponding exhibits to the
         Registrants' Registration Statement on Form S-4 (Registration No.
         333-35183).

**       Incorporated by reference to Exhibit (4)(h) of the registrant's Form
         10-K as filed with the Securities and Exchange Commission for the
         fiscal year ended December 31, 1999.

***      Incorporated by reference to Exhibits (3)(a)/(10)(a) (Second Amended
         and Restated Agreement of Limited Partnership), (4)(b) (Credit
         Agreement), (4)(c) (Company Security Agreement), (4)(d)




                                       22

<PAGE>

         (Guaranty Agreement) and (4)(e) (Guarantor Security Agreement),
         respectively, of the registrant's Form 10-K as filed with the
         Securities and Exchange Commission for the fiscal year ended December
         31, 2000.

(b)      Reports on Form 8-K

         None.







                                       23




<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned, thereunto duly authorized.


                                    JAMES CABLE PARTNERS, L.P.

                                    By:  James Communications Partners
                                    General Partner

                                    By:  Jamesco, Inc.
                                    Partner

Date:  November 14, 2001            By:  /s/  William R. James
                                         ---------------------------------
                                         William R. James
                                         President

                                    By:  James Communications Partners
                                    General Partner

                                    By:  DKS Holdings, Inc.
                                    Partner

Date:  November 14, 2001            By:  /s/ Daniel K. Shoemaker
                                         -------------------------------
                                         Daniel K. Shoemaker
                                         President (Principal financial
                                         officer and chief accounting officer)


                                    JAMES CABLE FINANCE CORP.


Date:  November 14, 2001            By:  /s/ William R. James
                                         ---------------------------------
                                         William R. James
                                         President

Date:  November 14, 2001            By:  /s/ Daniel K. Shoemaker
                                         -------------------------------
                                         Daniel K. Shoemaker
                                         Treasurer (Principal financial
                                         officer and chief accounting officer)



                                       24