<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, 2002

                                       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)

<TABLE>
<S>                                                                    <C>
                        Delaware                                                     38-2778219
                        Michigan                                                     38-3182724
    (State or Other Jurisdiction of Incorporation or                   (I.R.S. Employer Identification Nos.)
            Organization of each Registrant)

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

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 13, 2002: 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
<TABLE>
<CAPTION>


                                                                                                  PAGE NO.
PART I.  FINANCIAL INFORMATION
         <S>         <C>                                                                             <C>
         Forward-Looking Statements                                                                   3

         Item 1.     Consolidated Financial Statements of James Cable
                     Partners, L.P. and Subsidiary                                                    5
                     Notes to Consolidated Financial Statements                                       9

                     Balance Sheets of James Cable Finance Corp.
                     Notes to Balance Sheets                                                         13
                                                                                                     14
         Item 2.     Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                             15

         Item 3.     Quantitative and Qualitative Disclosures About Market
                     Risk                                                                            25

         Item 4.     Controls and Procedures                                                         25

PART II. OTHER INFORMATION

         Item 1.     Legal Proceedings                                                               26

         Item 4.     Submission of Matters to a Vote of Security Holders                             26

         Item 6.     Exhibits and Reports on Form 8-K                                                27
</TABLE>





                                       2



<PAGE>


PART I.  FINANCIAL INFORMATION

                           FORWARD-LOOKING STATEMENTS

       This quarterly report on Form 10-Q includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the Securities Exchange Act of 1934, as
amended (the Exchange Act), which can be identified by the use of
forward-looking terminology such as: "attempt," "goal," "foreseeable," "may,"
"might," "could," "would," "believe," "expect," "intend," "plan," "seek,"
"anticipate," "estimate," "project" or "continue" or the negative thereof or
other variations thereon or comparable terminology. All statements other than
statements of historical fact included in this quarterly report on Form 10-Q,
including without limitation the statements in this quarterly report on Form
10-Q under "Part I--Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation" and other statements located elsewhere
herein regarding our subscribers, operations, results of operations, financial
position, liquidity and capital resources are forward-looking statements. These
forward-looking statements also include, but are not limited to:

       -   estimates and expectations regarding our current and future
           operations and markets;
       -   forecasts and expectations of growth regarding our industry,
           operations, services and subscriber base;
       -   statements regarding our current plans and goals for our cable
           systems; and
       -   statements and projections regarding our anticipated revenues,
           expense levels, operating results, financial condition, liquidity and
           capital resources.

       Although we believe the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance such expectations will prove
to be correct. Important factors with respect to any such forward-looking
statements, including certain risks and uncertainties that could cause actual
results to differ materially from our expectations, are disclosed in this
quarterly report on Form 10-Q and in our most recent annual report on Form 10-K.
See, e.g., (1) "Part I--Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations--Risk Factors" in this quarterly
report on Form 10-Q, and (2) "Part II--Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations--Risk Factors" in our
most recent annual report on Form 10-K. Important factors that could cause
actual results to differ materially from those in our forward-looking statements
include, but are not limited to, the risk factors described herein and in our
most recent annual report on Form 10-K and the following:

       -   our potential need for additional capital or to refinance our
           existing indebtedness;
       -   changes or advances in technology;
       -   competition in the industry and markets in which we operate;
       -   our anticipation of future losses;
       -   unforeseen delays, cost overruns and expenses;
       -   potential fluctuations in our subscriber base and in the demand for
           our services;
       -   our ability to manage and control costs and expenditures that impact
           our results of operations, financial condition and liquidity;
       -   our ability to attract and retain skilled personnel;
       -   rate regulation and changes in government regulation and our cable
           franchises; and
       -   general economic and business conditions.





                                       3


<PAGE>

       Our forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. All
written and oral forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by our cautionary
statements and risk factors in this quarterly report on Form 10-Q and in our
most recent annual report on Form 10-K.





                                       4


<PAGE>

ITEM 1.  Financial Statements

                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               September 30,          December 31,
                                                                                   2002                   2001
                                                                           ------------------     ------------------
                                                                                (Unaudited)
<S>                                                                        <C>                    <C>
                                     ASSETS

Cash & Cash Equivalents                                                      $       2,414,282      $         567,404
Accounts Receivable - Subscribers (Net of allowance for
      doubtful accounts of $8,934 in 2002 and $15,852 in 2001)                       4,080,291              4,024,248
Prepaid Expenses & Other                                                               660,350                549,900
Property & Equipment:
      Cable television distribution systems and equipment                          106,566,681            104,257,833
      Land and land improvements                                                       333,958                333,958
      Buildings and improvements                                                     1,053,242              1,053,242
      Office furniture & fixtures                                                    4,549,932              4,549,932
      Vehicles                                                                       5,083,292              5,083,292
                                                                             ------------------     ------------------
           Total                                                                   117,587,105            115,278,257
      Less accumulated depreciation                                                (92,275,396)           (85,999,799)
                                                                             ------------------     ------------------
           Total                                                                    25,311,709             29,278,458
Deferred Financing Costs (Net of accumulated amortization of
      $3,056,866 in 2002 and $2,407,372 in 2001)                                     1,453,634              2,094,469
Goodwill and Other Indefinite Lived Intangible Assets                               11,864,385             11,864,385
Other Intangible Assets, Net                                                           428,412                614,892
Deposits                                                                                64,080                 65,260
                                                                             ------------------     ------------------

Total Assets                                                                 $      46,277,143      $      49,059,016
                                                                             ==================     ==================

                        LIABILITIES & PARTNERS' DEFICIT

Liabilities:
      Debt                                                                   $     118,000,000      $     111,500,000
      Accounts payable                                                                 171,122                701,812
      Accrued expenses                                                               2,719,570              2,739,611
      Accrued interest on debt                                                       1,182,499              3,547,499
      Unearned revenue                                                               3,467,820              3,411,759
      Subscriber deposits                                                               16,148                 17,703
                                                                             ------------------     ------------------
           Total                                                                   125,557,159            121,918,384
Commitments and Contingencies (Note 2)
Partners' Deficit:
      Limited partners                                                             (72,956,864)           (66,597,103)
      General partner                                                               (6,323,152)            (6,262,265)
                                                                             ------------------     ------------------
           Total                                                                   (79,280,016)           (72,859,368)
                                                                             ------------------     ------------------

Total Liabilities & Partners' Deficit                                        $      46,277,143      $      49,059,016
                                                                             ==================     ==================
</TABLE>


                 See notes to consolidated financial statements.



                                       5


<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,
                                                        2002                2001                 2002                 2001
                                                  -----------------   -----------------    -----------------    -----------------
                                                                                    (Unaudited)

<S>                                             <C>                 <C>                  <C>                  <C>
Revenues                                          $     10,510,978    $      9,885,925     $     31,724,728     $     29,717,027
System Operating Expenses (Excluding
      Depreciation and Amortization)                     6,716,790           6,494,924           20,154,078           18,616,802
Non-System Operating Expenses:
      Management fee                                        75,111             375,000            1,060,111            1,258,487
      Other                                                140,235             111,402              468,250              342,451
                                                  -----------------   -----------------    -----------------    -----------------
      Total non-system operating
           expenses                                        215,346             486,402            1,528,361            1,600,938
Depreciation and Amortization                            2,200,131           2,580,960            6,462,077            7,259,015
                                                  -----------------   -----------------    -----------------    -----------------
Operating Income                                         1,378,711             323,639            3,580,212            2,240,272
Interest and Other:
      Interest expense                                  (3,407,735)         (3,162,384)         (10,018,087)          (9,107,418)
      Interest income                                        8,094               4,705               17,227               26,214
      Other                                                      0                   0                    0              (16,900)
                                                  -----------------   -----------------    -----------------    -----------------
           Total interest and other                     (3,399,641)         (3,157,679)         (10,000,860)          (9,098,104)
                                                  -----------------   -----------------    -----------------    -----------------

Loss before extraordinary item                          (2,020,930)         (2,834,040)          (6,420,648)          (6,857,832)

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

Net loss                                          $     (2,020,930)   $     (2,834,040)    $     (6,420,648)    $     (4,932,520)
                                                  =================   =================    =================    =================
</TABLE>



                 See notes to consolidated financial statements.





                                       6



<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, 2001                                      $     (66,597,103)    $      (6,262,265)    $     (72,859,368)
      Net loss (unaudited)                                             (6,359,761)              (60,887)           (6,420,648)
                                                                ------------------    ------------------    ------------------

Balance, September 30, 2002 (unaudited)                         $     (72,956,864)    $      (6,323,152)    $     (79,280,016)
                                                                ==================    ==================    ==================
</TABLE>


                 See notes to consolidated financial statements.






                                       7





<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,
                                                                             2002                 2001
                                                                       --------------------------------------
                                                                                    (Unaudited)
<S>                                                                  <C>                  <C>
Cash Flows used in Operating Activities:
      Net loss                                                         $     (6,420,648)    $     (4,932,520)
      Adjustments to reconcile net loss to cash flows
           used in operating activities:
           Depreciation                                                       6,275,597            5,767,707
           Amortization                                                         186,480            1,491,308
           Noncash interest expense                                             649,494              601,676
           Extraordinary gain on extinguishment of debt                               0           (1,925,312)
      (Increase) Decrease in assets:
           Accounts receivable                                                  (56,043)            (108,350)
           Prepaid expenses                                                    (110,450)             (95,536)
           Deposits                                                               1,180              (54,649)
      (Decrease) Increase in liabilities:
           Accounts payable                                                    (530,690)              (5,320)
           Accrued expenses                                                     (20,041)              99,564
           Accrued interest on debt                                          (2,365,000)          (2,235,417)
           Unearned revenue                                                      56,061              162,345
           Subscriber deposits                                                   (1,555)              (1,358)
                                                                       -----------------    -----------------
                Total adjustments                                             4,085,033            3,696,658
                                                                       -----------------    -----------------
                Cash flows used in operating activities                      (2,335,615)          (1,235,862)
Cash Flows used in Investing Activities:
      Additions to property and equipment                                    (2,308,847)          (8,518,850)
                                                                       -----------------    -----------------
                Cash flows used in investing activities                      (2,308,847)          (8,518,850)
Cash Flows from Financing Activities:
      Principal payments on credit facility                                           0           (2,500,000)
      Proceeds from credit facility borrowings                                6,500,000           23,500,000
      Costs associated with credit facility amendment                            (8,660)          (1,146,598)
      Purchase 10-3/4% Senior Notes                                                   0           (9,720,000)
                                                                       -----------------    -----------------
                Cash flows from financing activities                          6,491,340           10,133,402
                                                                       -----------------    -----------------
Net Increase in Cash and Cash Equivalents                                     1,846,878              378,690
Cash and Cash Equivalents, Beginning of Period                                  567,404            1,098,890
                                                                       -----------------    -----------------
Cash and Cash Equivalents, End of Period                               $      2,414,282     $      1,477,580
                                                                       =================    =================

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)                                      $     11,733,593     $     10,801,128
                                                                       =================    =================
</TABLE>


                 See notes to consolidated financial statements.




                                       8


<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,
2001 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, 2001 included in the Company's 2001 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. See "Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations - Risk Factors."

      IMPACT OF RECENTLY ADOPTED ACCOUNTING PRINCIPLES - On July 20, 2001, the
FASB issued Statement of Financial Accounting Standards ("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.

      The Company adopted SFAS No. 142 on January 1, 2002, as required by the
new statement. Upon adoption, the Company no longer amortizes goodwill and other
indefinite lived intangible assets, which consist of cable franchise operating
rights. The Company will be required to test its goodwill and intangible assets
that are determined to have an indefinite life for impairment at least annually.
The provisions of SFAS No. 142 require the completion of an initial transitional
impairment assessment, with any impairments identified treated as a cumulative
effect of a change in accounting principle. The Company has completed this
assessment and determined that no cumulative effect results from adopting this
change in accounting principle.





                                       9


<PAGE>



      The effect of the adoption of SFAS No. 142 as of September 30, 2002 and
December 31, 2001 is presented in the following table (in thousands) which
includes only those assets which were not fully amortized prior to December 31,
2001:

<TABLE>
<CAPTION>

(in thousands)                              September 30, 2002                         December 31,2001
                                     Gross        Accum.       Carrying         Gross       Accum.       Carrying
                                     Value        Amort.        Value           Value       Amort.        Value
                                     -----        ------        -----           -----       ------        -----
<S>                               <C>           <C>           <C>            <C>          <C>           <C>
Indefinite-lived intangibles:
   Goodwill                            $7,457         $567        $6,890          $7,457         $567       $6,890
   Franchise operating rights          16,656       11,682         4,974          16,656       11,682        4,974
                                  ------------  -----------   -----------    ------------ ------------  -----------
Totals                                $24,113      $12,249       $11,864         $24,113      $12,249      $11,864
                                  ============  ===========   ===========    ============ ============  ===========

Other intangible assets:
   Subscriber lists and non-
      compete agreements               $1,243         $815          $428          $1,243         $628         $615
                                  ============  ===========   ===========    ============ ============  ===========
</TABLE>


      Amortization expense on the other intangible assets for the nine months
ended September 30, 2002 was $186,480 and is expected to be $246,000, $110,000
and $11,000 in 2003, 2004 and 2005, respectively.

      Since the Company was not required to adopt SFAS No. 142 until January 1,
2002, the 2001 net loss includes amortization of goodwill and franchise
operating rights. Thus, the table below presents comparative net loss amounts
for the nine months ended September 30, 2002 and 2001.

<TABLE>
<CAPTION>
                                                          Nine Months           Nine Months
                                                             Ended                 Ended
                                                         Sept. 30, 2002       Sept. 30, 2001
                                                         --------------       --------------
<S>                                                    <C>                  <C>
Loss before extraordinary item                              ($6,420,648)         ($6,857,832)

Add back:
   Amortization of goodwill                                                          139,861
   Amortization of franchise operating rights                                      1,164,997
                                                       ----------------      ----------------
Adjusted loss before extraordinary item                      (6,420,648)          (5,552,974)

Extraordinary gain due to debt extinguishment                                      1,925,312
                                                       ----------------      ----------------
Adjusted net loss                                           ($6,420,648)         ($3,627,662)
                                                       ================     ================
</TABLE>

      In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." The new standard requires one
model of accounting for long-lived assets to be disposed of, and broadens the
definition of discontinued operations to include a component of a segment. The
Company adopted SFAS No. 144 in the first quarter of 2002 and does not expect
that it will have a material impact 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.




                                       10

<PAGE>


      The Company, in addition to providing cable television services, provides
Internet access services, both dial-up and high-speed, to a portion of its
subscriber base. Following efforts to regulate certain areas of cable provided
Internet service, there have been several inconsistent judicial decisions
regarding the proper regulatory treatment. In addition, the FCC recently ruled
that cable modem service is an interstate information service, rather than a
cable or telecommunications service. This classification should, at least
initially, leave cable modem service exempt from the burdens associated with
traditional cable and telecommunications regulation. However, numerous Internet
service providers, LFA's and telecommunications providers have appealed the
FCC's determination to the U.S. Court of Appeals for the Ninth Circuit. The FCC
also initiated a rulemaking to determine what power, if any, LFA's have over
cable modem service as an information service, including forced access (i.e.
mandatory access by unaffiliated third parties to cable networks for high-speed
Internet service), franchising and franchise fee obligations, and customer
service.

      In 2001, the FCC granted a pole attachment complaint brought by the
Company, and other Alabama cable operators, against Alabama Power Company
("APC"). The Company initiated the complaint 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. APC, and other pole companies,
appealed the FCC order to the U.S. Court of Appeals for the Eleventh Circuit.
The parties have submitted full briefs and have presented their oral arguments
before the court. A ruling from the court is expected later this year.

      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 ("ESC") filed a suit
against the Company 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.

      In February 2002, the parties agreed to settle the case and entered into a
Confidential Settlement Agreement, which required the Company to pay ESC
monetary consideration. The parties filed a Consent Motion for Entry of Final
Judgment and Permanent Injunction. On February 25, 2002, the court granted the
Consent Motion and entered the Final Judgment and Permanent Injunction as
submitted by the parties. The Final Judgment and Permanent Injunction included
only prospective injunctive relief and did not include any monetary judgment.
Under the Injunction, the Company will be enjoined in the future from taking
certain actions relating to Echostar's signals and satellites.

      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.





                                       11


<PAGE>

(3)   DEBT

      At September 30, 2002, the Company's debt was $118.0 million, its total
assets were $46.3 million and its partners' deficit was $79.3 million. At
December 31, 2001, the Company's debt was $111.5 million, its total assets were
$49.1 million and its partners' deficit was $72.9 million. As of September 30,
2002 the Company had borrowed all $30 million available under its secured credit
facility.

      Due to the Company's high degree of leverage: (a) a substantial portion of
its cash flow must be committed to the payment of its interest expense and is
not available for other purposes; (b) the Company's ability to obtain additional
financing in the future may be limited; and (c) the Company is more highly
leveraged than many other cable television companies and other competitors.

      The ability of the Company to satisfy its obligations going forward will
be primarily dependent on its future financial and operating performance and
upon its ability to renew or refinance borrowings or raise additional capital.
In an effort to mitigate the possibility that the Company will be unable to
satisfy its debt covenants and interest payment obligations in the future, the
Company plans to further limit its capital spending and to consider cost cutting
measures. There can be no assurance that the Company's mitigation efforts will
be successful, or that the Company's operating results, cash flow and capital
resources will be sufficient to satisfy its obligations, or that the Company
will be able to renew or refinance borrowings or raise additional equity capital
if its future operating results and cash flow fall short of expectations.

      In the event that the Company is unable to satisfy its debt covenants,
debt service and working capital requirements, its lenders could elect to
declare all amounts outstanding to be immediately due and payable, together with
accrued and unpaid interest, and could repossess the Company's assets to satisfy
the obligations. Absent any renewal, refinancing or equity infusion, if any of
the Company's debt was accelerated, then the Company would not have sufficient
liquidity to meet its obligations as they become due. Accordingly, accelerated
debt repayment would have a material adverse affect on the Company's
operations, liquidity and capital resources.

      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 Notes. On March 2, 2001, the
Company amended and restated its secured credit facility with new lenders which
will permit it to borrow up to $30 million. As of September 30, 2002, all of the
available credit had been drawn down to, among other things, pay accrued
interest on the Company's Notes and to purchase $12 million (face amount) of
those Notes from affiliates of the lenders. 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 is
payable quarterly in arrears. The debt, at September 30, 2002, is comprised of:

<TABLE>
<CAPTION>

<S>                                                     <C>
10-3/4% Senior B Senior Notes due 2004                         $88,000,000
Credit facility                                                 30,000,000
                                                        -------------------
Total debt                                                    $118,000,000
                                                        ===================
</TABLE>

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


<TABLE>
<CAPTION>

<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>






                                       12

<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,
                                                                                                 2002               2001
                                                                                           -----------------  -----------------
                                                                                             (Unaudited)
<S>                                                                                        <C>                <C>
                                             ASSETS
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.




                                       13


<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, 2002, a Statement of Operations, a Statement of
Shareholder's Equity and a Statement of Cash Flows have not been presented.




                                       14




<PAGE>


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 this Quarterly Report on Form 10-Q under "Forward-Looking
Statements" and under "Item 2. Management's Discussion and Results of Operations
- Risk Factors" and in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 under "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations."

OVERVIEW

      Significant Leverage. At September 30, 2002, the Company's debt was $118.0
million, its total assets were $46.3 million and its partners' deficit was $79.3
million. At December 31, 2001, the Company's debt was $111.5 million, its total
assets were $49.1 million and its partners' deficit was $72.9 million. As of
September 30, 2002 the Company had borrowed all $30 million available under its
secured credit facility.

      Due to the Company's high degree of leverage: (a) a substantial portion of
its cash flow must be committed to the payment of its interest expense and is
not available for other purposes; (b) the Company's ability to obtain additional
financing in the future may be limited; and (c) the Company is more highly
leveraged than many other cable television companies and other competitors. See
"Liquidity and Capital Resources" and "Risk Factors" below.

      The ability of the Company to satisfy its obligations going forward will
be primarily dependent on its future financial and operating performance and
upon its ability to renew or refinance borrowings or raise additional capital.
There can be no assurance that the Company's future financial and operating
performance will be sufficient to satisfy its debt covenants, debt service and
working capital requirements in the near term or through the maturity date of
the Notes. In addition, there can be no assurance that the Company will be able
to renew or refinance its existing indebtedness, or raise additional equity, in
the event that its future financial and operating performance is insufficient.
See "Liquidity and Capital Resources" and "Risk Factors" below.

      In the event that the Company is unable to satisfy its debt covenants,
debt service and working capital requirements, its lenders could elect to
declare all amounts outstanding to be immediately due and payable, together with
accrued and unpaid interest, and could repossess the Company's assets to satisfy
the obligations. Absent any renewal, refinancing or equity infusion, if any of
the Company's debt was accelerated, then the Company would not have sufficient
liquidity to meet its obligations as they become due. Accordingly, accelerated
debt repayment would have a material adverse affect on the Company's
operations, liquidity and capital resources.

      Revenues. The Company's revenues are primarily attributable to
subscription fees charged to subscribers to the Company's basic 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
high-speed and dial-up Internet access and 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, 2002, the Company had 65,929 basic subscribers and 25,071 premium
subscriptions, representing basic penetration of 50.7% and premium penetration
of 38.0% as compared to December 31, 2001 at which time the Company had 68,492
basic subscribers and 27,243 premium subscriptions which represented basic
penetration of 52.7% and premium penetration of 39.8%.

      As of September 30, 2002 the Company had the capability to provide its
high-speed Internet service to more than 50% of its cable subscribers and had
approximately 7,600 high-speed Internet customers. In addition, the Company was
offering its dial-up Internet service to nearly 60% of its cable subscribers and
had approximately 3,900 dial-up Internet customers.

      In addition, the Company now has the capability of providing digital
services to substantially all of its basic subscribers. With these digital
services, the Company can provide tiers of niche satellite programming and
pay-per-view movies, sporting events and concerts, thus, allowing it to better
compete with direct broadcast satellite ("DBS") services. As of September 30,
2002, the Company had its digital services in approximately 9,150 of its basic
subscribers' homes.

      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




                                       15

<PAGE>

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.

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. However, and as further explained below, there can be no assurance
that the Company's future financial and operating performance will be sufficient
to satisfy its debt covenants, debt service and working capital requirements in
the near term or through the maturity date of the Notes.

      Although the Company has generated positive EBITDA since its inception,
the Company has incurred significant net losses. During the six month period
ended September 30, 2002 the Company incurred a net loss of approximately $6.4
million and it expects to incur a net loss for calendar year 2002.

      As of September 30, 2002, the Company's total debt outstanding was $118
million, comprised of $30 million borrowed under its secured credit facility and
$88 million due under its Notes. As of September 30, 2002 the Company had
borrowed all $30 million available under its secured credit facility.

      Under the terms of the indenture governing the Company's Notes, the
maximum amount of secured indebtedness that the Company is allowed to incur is
generally limited to the $30 million borrowed by the Company pursuant to its
secured credit facility. Because the Company has borrowed






                                       16

<PAGE>


the maximum amount permitted under its secured credit facility, and since there
is no availability of future borrowings under that credit facility, absent (1)
an amendment to the indenture permitting the Company to incur secured
indebtedness and (2) any refinancing or additional equity, the Company's
liquidity will be determined solely by its future financial and operating
performance. (Generally, an amendment to the indenture to permit the Company to
incur additional secured indebtedness would require, among other things, the
written consent of the holders of not less than a majority in aggregate
principal amount of the outstanding Notes.)

      In an effort to maintain its financial and operating performance at a
level that will enable it to generate cash sufficient to meet its debt
covenants, debt service and working capital requirements in the near term and
through the maturity date of the Notes, the Company has reduced its capital
expenditures, has undertaken marketing efforts to maintain its subscriber base
and revenues, and has attempted to reduce and monitor its expenses. The Company
is also exploring (1) amending the indenture to permit it to incur additional
secured indebtedness, (2) renewing or refinancing its existing indebtedness, and
(3) raising additional equity. However, because the Company has experienced, and
expects to continue to experience, significant subscriber turnover and
significant increases in programming and other expenses, there can be no
assurance that the Company's future financial and operating performance will be
sufficient to satisfy its debt covenants, debt service and working capital
requirements. In addition, there can be no assurance that it will be able to
amend the indenture, or to renew or refinance its existing indebtedness or raise
additional equity, in the event that its future financial and operating
performance is insufficient.

      In the event that the Company is unable to satisfy its debt covenants,
debt service and working capital requirements, its lenders could elect to
declare all amounts outstanding to be immediately due and payable, together with
accrued and unpaid interest, and could repossess the Company's assets to satisfy
the obligations. Absent any renewal, refinancing or equity infusion, if any of
the Company's debt was accelerated, then the Company would not have sufficient
liquidity to meet its obligations as they become due. Accordingly, accelerated
debt repayment would have a material adverse affect on the Company's operations,
liquidity and capital resources. See "Risk Factors" below.

      Cash Flows used in Operating Activities. Net cash used in operating
activities was $2.3 million for the nine months ended September 30, 2002 as
compared to $1.2 million for the nine months ended September 30, 2001.

      Cash Flows used in Investing Activities. Net cash used in investing
activities decreased by $6.2 million from $8.5 million for the nine months ended
September 30, 2001 to $2.3 million for the nine months ended September 30, 2002.
This decrease is a result of a reduction in the number of rebuilds / upgrades
that the Company is in the process of completing as well as reduced costs
associated with Internet and digital service launches, the majority of which
were completed by the end of 2001.

      Cash Flows from Financing Activities. Cash flows from financing activities
for the nine months ended September 30, 2001 were $10.1 million and included
$2.5 million of principal payments on the Company's credit facility, $23.5
million of proceeds from debt borrowings on the Company's credit facility, $1.2
million of costs associated with amending and restating the Company's credit
facility and $9.7 million used to repurchase $12 million face value of the
10-3/4% Senior Notes discussed below. Cash flows from financing activities for
the nine months ended September 30, 2002 amounted to $6.5 million of proceeds
from debt borrowings on the Company's credit facility.

      Balance Sheet. Cash increased by $1.8 million from $600,000 at December
31, 2001 to $2.4 million at September 30, 2002 primarily as a result of the
decrease in the Company's capital spending discussed above. Property & Equipment
increased by $2.3 million during the first nine months of 2002 primarily due to
capital spending made as a part of the Company's 750 MHz upgrade of its entire
Tennessee System, equipment costs associated with Internet digital and cable
installations, and other general capital expenditures to maintain or improve the
quality of the Company's services.





                                       17


<PAGE>



      Total debt increased from $111.5 million at December 31, 2001 to $118.0
million at September 30, 2002. 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 (the "Notes"). As discussed below, on March 2,
2001, the Company amended and restated its secured credit facility with new
lenders which will permit it to borrow up to $30 million. As of September 30,
2002, all of the available credit had been drawn down to, among other things,
pay accrued interest on the Company's Notes and to purchase $12 million (face
amount) of those Notes from affiliates of the lenders.

      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 effectively
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
various independent lenders which matures on March 2, 2004. As of September 30,
2002, all of the available credit had been drawn down to, among other things,
pay accrued interest on the Company's Notes and to purchase $12 million (face
amount) of those Notes from affiliates of the lenders.

      The Credit Facility, which is secured by a first priority lien on and
security interest in substantially all of the assets of the Company, accrues
interest at a fixed rate of 11.5% which is payable on a quarterly basis in
arrears. 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 maintain
the ratio of its total debt to annualized six-month EBITDA of no more than 9.25
to 1. It also requires the Company to maintain a senior debt ratio (that is, the
ratio of debt under the Credit Facility to annualized six-month EBITDA) of no
more than 2.20 to 1 through March 30, 2003, of no more than 2.10 to 1 from March
31, 2003 through September 29, 2003, of no more than 2.00 to 1 from September
30, 2003 through March 30, 2004, and of no more than 1.90 to 1 thereafter. 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.





                                       18



<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,
                                                        2002                          2001
                                                        ----                          ----
                                              Amount           %              Amount           %
                                              ------           -              ------           -
                                                               (Dollars in thousands)
<S>                                       <C>              <C>            <C>              <C>
Revenues                                    $    10,511        100.0 %      $     9,886        100.0 %
System operating expenses                         6,717         63.9              6,495         65.7
Non-System operating expenses                       215          2.1                486          4.9
Depreciation and amortization                     2,200         20.9              2,581         26.1
                                            ------------   ----------       ------------   ----------
Operating income                                  1,379         13.1                324          3.3
Interest expense, net                             3,400         32.3              3,158         31.9
Other expenses                                        0          0.0                  0          0.0
                                            ------------   ----------       ------------   ----------
Net loss                                    $    (2,021)       (19.2)%      $    (2,834)       (28.6)%
                                            ============   ==========       ============   ==========

EBITDA (1)                                  $     3,579         34.0 %      $     2,905         29.4 %
</TABLE>



<TABLE>
<CAPTION>
                                                    For the Nine Months ended September 30,
                                                        2002                           2001
                                                        ----                           ----
                                               Amount           %              Amount           %
                                               ------           -              ------           -
                                                                (Dollars in thousands)
<S>                                        <C>              <C>            <C>              <C>
Revenues                                     $    31,725        100.0 %      $   29,717         100.0 %
System operating expenses                         20,154         63.5            18,617          62.6
Non-System operating expenses                      1,529          4.8             1,601           5.4
Depreciation and amortization                      6,462         20.4             7,259          24.4
                                             ------------   ----------       -----------    ----------
Operating income                                   3,580         11.3             2,240           7.6
Interest expense, net                             10,001         31.5             9,081          30.6
Other expenses                                         0          0.0                17           0.1
                                             ------------   ----------       -----------    ----------
Loss before extraordinary item                    (6,421)       (20.2)           (6,858)        (23.1)
Extraordinary gain due to
   extinguishment of debt                              0          0.0             1,925           6.5
                                             ------------   ----------       -----------    ----------
Net loss                                     $    (6,421)       (20.2)%      $   (4,933)        (16.6)%
                                             ============   ==========       ===========    ==========

EBITDA (1)                                   $    10,042         31.7 %      $    9,499          32.0 %
</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.





                                       19

<PAGE>




THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

      Revenues. Revenues for the three months ended September 30, 2002 increased
by $630,000, or 6.3%, to $10.5 million from $9.9 million for the three months
ended September 30, 2001. This increase is primarily the result of an increase
in the Company's Internet revenues of $300,000, an increase in the Company's
basic revenues of $210,000, and an increase in the Company's digital services
revenues of $130,000 from 2001 to 2002. Basic revenues increased 2.9% from $7.4
million for the three months ended September 30, 2001 to $7.6 million for the
three months ended September 30, 2002. Average monthly total revenues per
subscriber for the three months ended September 30, 2002 were $53.09, as
compared to $47.87 for the same period last year. This revenue improvement is
largely the result of increased rates charged to customers for cable, Internet
and digital services, as well as increased penetration of Internet and digital
services.

      Subscribers. At September 30, 2002 the Company had 65,929 subscribers
which represents a decrease of 3,210, or 4.6%, from the 69,139 subscribers at
September 30, 2001. The Company believes that this reduction in its subscriber
base is a result of the increased availability and affordability of competitive
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. There can be no assurances that these efforts will be
successful.

      At September 30, 2002 the Company had approximately 7,600 high-speed
Internet customers and approximately 3,900 dial-up Internet customers, for a
total of approximately 11,500 Internet customers which represents an increase of
approximately 1,900 customers, or 20%, since September 30, 2001. In addition,
the Company had approximately 9,100 digital service subscribers at September 30,
2002 which represents a 28% increase over the approximately 7,200 at September
30, 2001.

      System Operating Expenses. System operating expenses for the three months
ended September 30, 2002 were $6.7 million, an increase of $220,000, or 3.4%,
over the three months ended September 30, 2001. This increase is primarily the
result of expenses associated with the Company's deployment of digital services
in many of its Systems, group and general insurance rate increases, and cost
increases associated with higher programming rates and new programming launched
in conjunction with rate increases. However, the above cost increases were
partially offset by decreases in Internet fixed costs and marketing expenses
and, thus, as a percentage of revenues, system operating expenses decreased 1.8%
from 65.7% in 2001 to 63.9% in 2002.

      Non-System Operating Expenses. Non-system operating expenses for the three
months ended September 30, 2002 were $220,000 which represents a decrease of
$270,000 from the three months ended September 30, 2001. This reduction was
primarily the result of a reduction in management fees paid to the Company's
general partner during the three months ended September 30, 2002.

      EBITDA. As a result of the foregoing, EBITDA increased from $2.9 million
for the three months ended September 30, 2001 to $3.6 million for the three
months ended September 30, 2002.

      Depreciation and Amortization. Depreciation and amortization decreased by
$380,000, or 14.8%, from the three months ended September 30, 2001 to the three
months ended September 30, 2002 primarily as a result of the decrease in the
capital spending from 2001 to 2002 discussed in the "Liquidity and Capital
Resources" section as well as the reduction in goodwill and franchise
amortization mandated by SFAS No. 142 (See "- Effects of New Accounting
Pronouncements").




                                       20

<PAGE>


      Interest Expense, Net. Interest expense, net increased $240,000, or 7.7%,
from $3.2 million for the three months ended September 30, 2001 to $3.4 million
for the three months ended September 30, 2002. This increase was primarily the
result of the amount of borrowings the Company had outstanding on its credit
facility which accrues interest at a rate of 11.5%. During the three months
ended September 30, 2001 the Company had an average of $21 million of borrowings
outstanding while during the three months ended September 30, 2002 it had an
average of $29 million of borrowings outstanding.

      Net Loss. As a result of the foregoing factors, the Company had a net loss
of $2.0 million for the three months ended September 30, 2002 as compared to
$2.8 for the three months ended September 30, 2001.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001

      Revenues. Revenues for the nine months ended September 30, 2002 increased
by $2.0 million, or 6.8%, to $31.7 million from $29.7 million for the nine
months ended September 30, 2001. This increase is primarily the result of an
increase in the Company's Internet revenues of $900,000, an increase in the
Company's basic revenues of $580,000, and an increase in the Company's digital
services revenues of $470,000 from 2001 to 2002. Basic revenues increased by
2.6% to $23.0 million for the nine months ended September 30, 2002, as compared
to the same period in 2001. Average monthly total revenues per subscriber for
the nine months ended September 30, 2002 were $52.58, as compared to $47.72 for
the same period last year. This revenue improvement is largely the result of
increased rates charged to customers for cable, Internet and digital services,
as well as increased penetration of Internet and digital services.

      System Operating Expenses. System operating expenses for the nine months
ended September 30, 2002 were $20.2 million, an increase of $1.5 million, or
8.3%, over the nine months ended September 30, 2001. As a percentage of
revenues, system operating expenses increased 0.9% from 62.6% in 2001 to 63.5%
in 2002. The primary reasons for this increase are expenses associated with the
Company's deployment of digital services in many of its Systems, group and
general insurance rate increases, 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 by
$70,000, or 4.5%, from the nine months ended September 30, 2001 to the nine
months ended September 30, 2002. These expenses consist primarily of management
costs paid to the Company's general partner as well as legal and professional
fees.

      EBITDA. As a result of the foregoing, EBITDA increased by $540,000, or
5.7%, from $9.5 million for the nine months ended September 30, 2001 to $10.0
million for the nine months ended September 30, 2002.

      Depreciation and Amortization. Depreciation and amortization decreased by
$800,000, or 11.0%, from $7.3 million for the nine months ended September 30,
2001 to $6.5 million for the nine months ended September 30, 2002 primarily as a
result of the decrease in the capital spending from 2001 to 2002 discussed in
the "Liquidity and Capital Resources" section as well as the reduction in
goodwill and franchise amortization mandated by SFAS No. 142 (See "- Effects of
New Accounting Pronouncements").

      Interest Expense, Net. Interest expense, net increased $920,000, or 10.1%,
from $9.1 million for the nine months ended September 30, 2001 to $10.0 million
for the nine months ended September 30, 2002.





                                       21

<PAGE>


This increase was primarily the result of borrowings the Company had outstanding
on its credit facility during the nine months ended September 30, 2001 and 2002.
From January 1, 2001 to March 2, 2001 the Company had $2.5 million of borrowings
outstanding at an interest rate of approximately 10% and from March 3, 2001 to
September 30, 2001 the Company had an average of $19.2 million of borrowings
outstanding at an interest rate of 11.5%. During the nine months ended September
30, 2002 the Company had an average of $27.6 million of borrowings outstanding
at an interest rate of 11.5%. This increase in interest expense on the Company's
credit facility was partially offset by a reduction in interest expense on the
Company's Notes as a result of the $12 million (face value) in Notes that the
Company repurchased on March 2, 2001.

      Loss before Extraordinary Item. As a result of the foregoing factors, the
Company's loss before extraordinary item decreased by $440,000, or 6.4%, from
the nine months ended September 30, 2001 to the nine months ended September 30,
2002.

      Extraordinary Gain due to Debt Extinguishment. On March 2, 2001 the
Company purchased $12 million (face amount) of its Notes from affiliates of its
credit facility lenders. These Notes were purchased at a discount price of .81
and, thus, the Company recognized an extraordinary gain due to debt
extinguishment for the nine months ended September 30, 2001 as follows:

<TABLE>
<CAPTION>

<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 $6.4 million for the nine months ended September 30, 2002 as compared to $4.9
million for the nine months ended September 30, 2001.

EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

      On July 20, 2001, the FASB issued Statement of Financial Accounting
Standards ("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.

      The Company adopted SFAS No. 142 on January 1, 2002, as required by the
new statement. Upon adoption, the Company no longer amortizes goodwill and other
indefinite lived intangible assets, which consists of cable franchise operating
rights. The Company will be required to test its goodwill and intangible assets
that are determined to have an indefinite life for impairment at least annually.
The provisions of SFAS No. 142 require the completion of an initial transitional
impairment assessment, with any impairments identified treated as a cumulative
effect of a change in accounting principle. The Company has completed this
assessment and determined that no cumulative effect results from adopting this
change in accounting principle.

      The effect of the adoption of SFAS No. 142 as of September 30, 2002 and
December 31, 2001 is presented in the following table (in thousands) which
includes only those assets which were not fully amortized prior to December 31,
2001:




                                       22

<PAGE>


<TABLE>
<CAPTION>

(in thousands)                               September 30, 2002                         December 31,2001
                                     Gross        Accum.       Carrying         Gross       Accum.       Carrying
                                     Value        Amort.        Value           Value       Amort.        Value
                                     -----        ------        -----           -----       ------        -----
<S>                               <C>           <C>           <C>            <C>          <C>           <C>
Indefinite-lived intangibles:
   Goodwill                            $7,457         $567        $6,890          $7,457         $567       $6,890
   Franchise operating rights          16,656       11,682         4,974          16,656       11,682        4,974
                                  ------------  -----------   -----------    ------------ ------------  -----------
Totals                                $24,113      $12,249       $11,864         $24,113      $12,249      $11,864
                                  ============  ===========   ===========    ============ ============  ===========

Other intangible assets:
   Subscriber lists and non-
      compete agreements               $1,243         $815          $428          $1,243         $628         $615
                                  ============  ===========   ===========    ============ ============  ===========
</TABLE>

      Amortization expense on the other intangible assets for the nine months
ended September 30, 2002 was $186,480 and is expected to be $246,000, $110,000
and $11,000 in 2003, 2004 and 2005, respectively.

      Since the Company was not required to adopt SFAS No. 142 until January 1,
2002, the 2001 net loss includes amortization of goodwill and franchise
operating rights. Thus, the table below presents comparative net loss amounts
for the nine months ended September 30, 2002 and 2001.

<TABLE>
<CAPTION>
                                                          Nine Months           Nine Months
                                                             Ended                 Ended
                                                         Sept. 30, 2002       Sept. 30, 2001
                                                         --------------       --------------
<S>                                                     <C>                  <C>
Loss before extraordinary item                              ($6,420,648)         ($6,857,832)

Add back:
   Amortization of goodwill                                                          139,861
   Amortization of franchise operating rights                                      1,164,997
                                                        ---------------      ---------------
Adjusted loss before extraordinary item                      (6,420,648)          (5,552,974)
Extraordinary gain due to debt extinguishment                                      1,925,312
                                                        ---------------      ---------------
Adjusted net loss                                           ($6,420,648)         ($3,627,662)
                                                        ===============      ===============
</TABLE>



      In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." The new standard requires one
model of accounting for long-lived assets to be disposed of, and broadens the
definition of discontinued operations to include a component of a segment. The
Company adopted SFAS No. 144 in the first quarter of 2002 and does not expect
that it will have a material impact on its financial position and/or results of
operations.

RISK FACTORS

WE HAVE A HISTORY OF LOSSES AND WE EXPECT THAT TREND TO CONTINUE.

      Although we have generated positive EBITDA since our inception, we have
incurred significant net losses. During the nine month period ended September
30, 2002 we incurred a net loss of approximately $6.4 million and we expect to
incur a net loss for calendar year 2002.

WE ARE HIGHLY LEVERAGED AND HAVE SIGNIFICANT DEBT SERVICE REQUIREMENTS.

      As of September 30, 2002, our total debt outstanding was $118 million,
comprised of $30 million borrowed under our secured credit facility and $88
million due under our Notes.

      Because of our substantial debt and our use of all of the credit available
under our secured credit




                                       23

<PAGE>


facility:

       -   we must dedicate a substantial portion of our cash flow to the
           payment of interest on, and principal of, our debt;
       -   we may not be able to obtain additional financing for currently
           unanticipated capital requirements, capital expenditures, working
           capital requirements and other corporate purposes;
       -   we were required to lien substantially all of our assets and pledge
           the equity ownership of our subsidiary to secure our secured credit
           facility;
       -   we may be more vulnerable to general adverse economic and industry
           conditions;
       -   our flexibility in planning for, or reacting to, changes in our
           business and the industry in which we operate is limited; and
       -   we may be at a competitive disadvantage compared to our competitors
           that have less debt.

      Our ability to generate cash sufficient to meet our debt covenants, debt
service and working capital requirements in the near term, and through the
maturity date of the Notes, will be primarily dependent on our future financial
and operating performance and upon our ability to renew or refinance our
existing indebtedness or to raise additional equity. However, because the
Company has experienced, and expects to continue to experience, significant
subscriber turnover and significant increases in programming and other expenses,
there can be no assurance that our future financial and operating performance
will be sufficient to satisfy those requirements. In addition, there can be no
assurance that we will be able to renew or refinance our existing indebtedness
or raise additional equity in the event that our future financial and operating
performance is insufficient.

      In the event that the Company is unable to satisfy its debt covenants,
debt service and working capital requirements, its lenders could elect to
declare all amounts outstanding to be immediately due and payable, together with
accrued and unpaid interest, and could repossess the Company's assets to satisfy
the obligations. Absent any renewal, refinancing or equity infusion, if any of
the Company's debt was accelerated, then the Company would not have sufficient
liquidity to meet its obligations as they become due. Accordingly, accelerated
debt repayment would have a material adverse affect on the Company's
operations, liquidity and capital resources.

WE HAVE DRAWN DOWN ALL OF THE FUNDS AVAILABLE UNDER OUR SECURED CREDIT FACILITY.

      Our secured credit facility provides for aggregate borrowings of $30.0
million, all of which was borrowed as of September 30, 2002. Under the terms of
the indenture governing the Company's Notes, the maximum amount of secured
indebtedness that the Company is allowed to incur is generally limited to the
$30 million borrowed by the Company pursuant to its secured credit facility.
Consequently, there is no availability of future borrowings under that facility.
Because the Company has borrowed the maximum amount permitted under its secured
credit facility and, absent (1) any amendment to the indenture permitting the
Company to incur additional secured indebtedness and (2) any refinancing or
additional equity, our liquidity will be determined solely by our future
financial and operating performance. (Generally, an amendment to the indenture
to permit the Company to incur additional secured indebtedness would require,
among other things, the written consent of the holders of not less than a
majority in aggregate principal amount of the outstanding Notes.)

      In an effort to maintain our financial and operating performance at a
level that will enable us to generate cash sufficient to meet our debt
covenants, debt service and working capital requirements in the near term and
through the maturity date of the Notes, we have reduced our capital
expenditures, have undertaken marketing efforts to maintain our subscriber base
and revenues, and have attempted to reduce and monitor our expenses. The Company
is also exploring (1) amending the indenture to permit it to incur additional
secured indebtedness, (2) renewing or refinancing its existing indebtedness, and
(3) raising additional equity. However, there can be no assurance that our
future financial and operating performance will be sufficient to satisfy our
debt covenants, debt service and working capital requirements. In addition,
there can be no assurance that we will be able to amend the indenture, or to
renew or refinance our existing indebtedness or raise additional equity, in the
event that our future financial and operating performance is insufficient.





                                       24

<PAGE>


MATERIAL RESTRICTIONS IN OUR DEBT INSTRUMENTS MAY MAKE IT DIFFICULT TO OBTAIN
ADDITIONAL FINANCING OR REACT TO CHANGES IN OUR BUSINESS.

      Our secured credit facility, and the indenture governing our Notes,
contain various covenants that limit our ability to engage in a variety of
transactions. In addition, those instruments contain cross default provisions
and impose additional material operating and financial restrictions on us. These
restrictions, subject to certain exceptions, limit our ability to engage in some
transactions, including:

       -   declaring or paying dividends or distributions on, or redeeming or
           repurchasing, our securities;
       -   prepaying or redeeming debt;
       -   incurring liens and engaging in sale/leaseback transactions;
       -   making loans and investments;
       -   incurring indebtedness and contingent obligations;
       -   amending or otherwise altering debt instruments and other material
           agreements;
       -   engaging in mergers, consolidations, acquisitions and asset sales;
       -   engaging in transactions with affiliates; and
       -   changing our lines of business.

      In addition, our senior secured credit facility requires us to maintain
certain leverage ratios. Among other things, the Credit Facility requires the
Company to maintain the ratio of its total debt to annualized six-month EBITDA
of no more than 9.25 to 1. It also requires the Company to maintain a senior
debt ratio (that is, the ratio of debt under the Credit Facility to annualized
six-month EBITDA) of no more than 2.20 to 1 through March 30, 2003, of no more
than 2.10 to 1 from March 31, 2003 through September 29, 2003, of no more than
2.00 to 1 from September 30, 2003 through March 30, 2004, and of no more than
1.90 to 1 thereafter. 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.

      These restrictions could impact our future financial and operating
performance and limit our ability to renew or refinance our existing
indebtedness or to raise additional equity, or to react to changes in our
business and the industry in which we operate. Because the Company has
experienced, and expects to continue to experience, significant subscriber
turnover and significant increases in programming and other expenses, there can
be no assurance that our future financial and operating performance will be
sufficient to satisfy our debt covenants, debt service and working capital
requirements. In addition, there can be no assurance that we will be able to
renew or refinance our existing indebtedness or raise additional equity in the
event that our future financial and operating performance is insufficient.

      In the event that the Company is unable to satisfy its debt covenants,
debt service and working capital requirements, its lenders could elect to
declare all amounts outstanding to be immediately due and payable, together with
accrued and unpaid interest, and could repossess the Company's assets to satisfy
the obligations. Absent any renewal, refinancing or equity infusion, if any of
the Company's debt was accelerated, then the Company would not have sufficient
liquidity to meet its obligations as they become due. Accordingly, accelerated
debt repayment would have a material adverse affect on the Company's operations,
liquidity and capital resources.

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

      The Company did not hold, either during the nine months ended September
30, 2002 and 2001, or at September 30, 2002 and December 31, 2001, any market
risk sensitive instruments. At September 30, 2002, the Company had outstanding
$88 million of its 10-3/4% Series B Senior Notes with a fixed interest rate of
10.75% and had borrowings outstanding against its credit facility of $30 million
with a fixed interest rate of 11.5%. See "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations--Risk Factors."

Item 4. - CONTROLS AND PROCEDURES

      In order to ensure that the information that we must disclose in our
filings with the Securities and Exchange Commission is recorded, processed,
summarized and reported on a timely basis, we have adopted disclosure controls
and procedures. Our Principal Executive Officer, William R. James, and our Chief
Financial Officer, Daniel K. Shoemaker, have reviewed and evaluated our
disclosure controls and procedures as of September 30, 2002 (the "Evaluation
Date") and have concluded that our disclosure controls and procedures are
appropriate and that no changes are required at this time.

      There have been no significant changes in our internal controls, or in
other factors that could affect our internal controls, since the Evaluation
Date.





                                       25

<PAGE>




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.


      In 2001, the FCC granted a pole attachment complaint brought by the
Company, and other Alabama cable operators, against Alabama Power Company
("APC"). The Company initiated the complaint 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. APC, and other pole companies,
appealed the FCC order to the U.S. Court of Appeals for the Eleventh Circuit.
The parties have submitted full briefs and have presented their oral arguments
before the court. A ruling from the court is expected later this year.

      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 ("ESC") filed a suit
against the Company 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.

      In February 2002, the parties agreed to settle the case and entered into a
Confidential Settlement Agreement, which required the Company to pay ESC
monetary consideration. The parties filed a Consent Motion for Entry of Final
Judgment and Permanent Injunction. On February 25, 2002, the court granted the
Consent Motion and entered the Final Judgment and Permanent Injunction as
submitted by the parties. The Final Judgment and Permanent Injunction included
only prospective injunctive relief and did not include any monetary judgment.
Under the Injunction, the Company will be enjoined in the future from taking
certain actions relating to Echostar's signals and satellites.

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 2002.





                                       26


<PAGE>



Item 6.

         (a)      Exhibits.

<TABLE>
<CAPTION>

EXHIBIT NO.             DESCRIPTION
-----------             -----------
<S>          <C>        <C>
      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)
</TABLE>
         ---------------------------

*        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), (4)(b), (4)(c),
         (4)(d) and (4)(e), 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.





                                       27
















<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.


<TABLE>
<S>                                                <C>
                                                   JAMES CABLE PARTNERS, L.P.

                                                   By:  James Communications Partners
                                                   General Partner

                                                   By:  Jamesco, Inc.
                                                   Partner

Date:  November 13, 2002                                    By:  /s/  William R. James
                                                               -----------------------
                                                            William R. James
                                                            President

                                                   By:  James Communications Partners
                                                   General Partner

                                                   By:  DKS Holdings, Inc.
                                                   Partner

Date:  November 13, 2002                                    By:  /s/ Daniel K. Shoemaker
                                                               -------------------------
                                                            Daniel K. Shoemaker
                                                            President (Principal financial
                                                            officer and chief accounting officer)


                                                   JAMES CABLE FINANCE CORP.


Date:  November 13, 2002                                    By:  /s/ William R. James
                                                               -----------------------
                                                            William R. James
                                                            President

Date:  November 13, 2002                                    By:  /s/ Daniel K. Shoemaker
                                                               -------------------------
                                                            Daniel K. Shoemaker
                                                            Treasurer (Principal financial
                                                            officer and chief accounting officer)
</TABLE>




                                       28


<PAGE>



                    JAMES CABLE PARTNERS, L.P. CERTIFICATIONS

I, William R. James, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of James Cable
      Partners, L.P.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

         a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of the registrant's board of directors (or persons performing
      the equivalent functions):

         a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date:  November 13, 2002               /s/  William R. James
                                       ---------------------
                                       Name:  William R. James
                                       Title:  President of Jamesco, Inc., a
                                       general partner of James Communications
                                       Partners, the general partner of
                                       James Cable Partners, L.P.
                                       (Principal Executive Officer)





                                       29


<PAGE>



I, Daniel K. Shoemaker, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of James Cable
      Partners, L.P.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

         a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of the registrant's board of directors (or persons performing
      the equivalent functions):

         a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date:  November 13, 2002              /s/  Daniel K. Shoemaker
                                      ------------------------
                                      Name:  Daniel K. Shoemaker
                                      Title:  President of DKS Holdings, Inc., a
                                      general partner of James Communications
                                      Partners, the general partner of
                                      James Cable Partners, L.P.
                                      (Principal Financial Officer)



                                       30



<PAGE>



                    JAMES CABLE FINANCE CORP. CERTIFICATIONS

I, William R. James, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of James Cable
      Finance Corp.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

         a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of the registrant's board of directors (or persons performing
      the equivalent functions):

         a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: November 13, 2002               /s/  William R. James
                                      ---------------------
                                      Name:  William R. James
                                      Title:  President
                                      (Principal Executive Officer)




                                       31


<PAGE>



I, Daniel K. Shoemaker, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of James Cable
      Finance Corp.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

         a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

         c)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of the registrant's board of directors (or persons performing
      the equivalent functions):

         a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: November 13, 2002               /s/  Daniel K. Shoemaker
                                      ------------------------
                                      Name:  Daniel K. Shoemaker
                                      Title:  Treasurer
                                      (Principal Financial Officer)



                                       32