<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)


                  /X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       OR

                  / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from _________ to __________


               Commission file numbers 333-35183 and 333-35183-01


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

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

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

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

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

Number of shares of common stock of James Cable Finance Corp. outstanding as of
May 9, 2001: 1,000.

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

                                        1
<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               PAGE NO.
<S>                      <C>                                                                   <C>
PART I.  FINANCIAL INFORMATION
         Item 1.           Consolidated Financial Statements of James Cable
                           Partners, L.P. and Subsidiary                                          3
                           Notes to Consolidated Financial Statements                             7
                           Balance Sheets of James Cable Finance Corp.                            10
                           Notes to Balance Sheets                                                11

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

         Item 3.           Quantitative and Qualitative Disclosures About Market
                           Risk                                                                   17

PART II. OTHER INFORMATION
         Item 1.           Legal Proceedings                                                      17
         Item 4.           Submission of Matters to a Vote of Security Holders                    18
         Item 6.           Exhibits and Reports on Form 8-K                                       19
</TABLE>




                                        2
<PAGE>   3

PART I.     FINANCIAL INFORMATION

ITEM 1.       Financial Statements

                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          March 31,       December 31,
                                                                            2001             2000
                                                                        -------------    -------------
                                                                         (Unaudited)
                                          ASSETS
<S>                                                                     <C>              <C>
Cash & Cash Equivalents                                                 $     829,175    $   1,098,890
Accounts Receivable - Subscribers (Net of allowance for
            doubtful accounts of $10,554 in 2001 and $15,878 in 2000)       3,678,221        3,629,802
Prepaid Expenses & Other                                                      434,247          151,044
Property & Equipment:
            Cable television distribution systems and equipment            97,314,050       94,848,859
            Land and land improvements                                        309,378          309,378
            Buildings and improvements                                      1,043,325        1,043,325
            Office furniture & fixtures                                     3,475,706        3,475,706
            Vehicles                                                        3,999,658        3,999,658
                                                                        -------------    -------------
                 Total                                                    106,142,117      103,676,926
            Less accumulated depreciation                                 (79,458,370)     (77,702,751)
                                                                        -------------    -------------
                 Total                                                     26,683,747       25,974,175
Deferred Financing Costs (Net of accumulated amortization of
            $1,754,568 in 2001 and $2,105,278 in 2000)                      2,628,027        2,105,884
Intangible Assets, Net                                                     13,817,620       14,347,214
Deposits                                                                        9,942           13,942
                                                                        -------------    -------------

Total Assets                                                            $  48,080,979    $  47,320,951
                                                                        =============    =============

                              LIABILITIES & PARTNERS' DEFICIT

Liabilities:
            Debt (Note 3)                                               $ 106,000,000    $ 102,500,000
            Accounts payable                                                  255,446          116,293
            Accrued expenses                                                2,150,040        2,432,148
            Accrued interest on 10-3/4% Senior Notes                        1,236,249        4,031,249
            Unearned revenue                                                3,239,596        3,136,069
            Subscriber deposits                                                20,165           19,679
                                                                        -------------    -------------
                 Total                                                    112,901,496      112,235,438
Commitments and Contingencies (Note 2)
Partners' Deficit:
            Limited partners                                              (58,634,484)     (58,727,563)
            General partner                                                (6,186,033)      (6,186,924)
                                                                        -------------    -------------
                 Total                                                    (64,820,517)     (64,914,487)
                                                                        -------------    -------------

Total Liabilities & Partners' Deficit                                   $  48,080,979    $  47,320,951
                                                                        =============    =============
</TABLE>


                 See notes to consolidated financial statements.

                                       3




<PAGE>   4

                         JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                           CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                            For the Three    For the Three
                                             Months Ended     Months Ended
                                               March 31,       March 31,
                                                 2001            2000
                                            -------------    -------------
                                                      (Unaudited)

<S>                                        <C>              <C>
Revenues                                     $ 9,881,378      $ 9,414,965
System Operating Expenses (Excluding
      Depreciation and Amortization)           5,966,094        5,394,131
Non-System Operating Expenses:
      Management fee                             425,995          465,836
      Other                                      120,154          176,433
                                             -----------      -----------
      Total non-system operating
           expenses                              546,149          642,269
Depreciation and Amortization                  2,285,212        2,125,690
                                             -----------      -----------
Operating Income                               1,083,923        1,252,875
Interest and Other:
      Interest expense                        (2,909,914)      (2,732,956)
      Interest income                             11,550           35,586
      Other                                      (16,901)         (28,438)
                                             -----------      -----------
           Total interest and other           (2,915,265)      (2,725,808)
                                             -----------      -----------

Loss before extraordinary item                (1,831,342)      (1,472,933)

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

Net income (loss)                            $    93,970      $(1,472,933)
                                             ===========      ===========
</TABLE>

                 See notes to consolidated financial statements.


                                       4


<PAGE>   5
                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                  CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT

<TABLE>
<CAPTION>
                                           Limited           General
                                          Partners           Partner           Total
                                        ------------      ------------      ------------
<S>                                     <C>               <C>               <C>
Balance, December 31, 2000              $(58,727,563)     $ (6,186,924)     $(64,914,487)
      Net income (unaudited)                  93,079               891            93,970
                                        ------------      ------------      ------------

Balance, March 31, 2001 (unaudited)     $(58,634,484)     $ (6,186,033)     $(64,820,517)
                                        ============      ============      ============
</TABLE>


                 See notes to consolidated financial statements.


                                       5

<PAGE>   6

                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 For the Three     For the Three
                                                                  Months Ended      Months Ended
                                                                   March 31,         March 31,
                                                                     2001              2000
                                                                 -------------     -------------
                                                                           (Unaudited)
<S>                                                              <C>               <C>
Cash Flows from Operating Activities:
      Net income (loss)                                          $     93,970      $ (1,472,933)
      Adjustments to reconcile net income (loss) to net cash
           flow used in operating activities:
           Depreciation                                             1,755,618         1,579,633
           Amortization                                               529,594           546,057
           Noncash interest expense                                   174,002           157,722
           Extraordinary gain on extinguishment of debt            (1,925,312)                0
      (Increase) Decrease in assets:
           Accounts receivable                                        (48,419)          (29,261)
           Prepaid expenses                                          (283,203)           70,882
           Deposits                                                     4,000                 0
      Increase (Decrease) in liabilities:
           Accounts payable                                           139,153          (215,400)
           Accrued expenses                                          (282,107)         (364,372)
           Accrued interest on 10-3/4% Senior Notes                (2,795,000)       (2,687,500)
           Unearned revenue                                           103,527            (1,800)
           Subscriber deposits                                            486              (609)
                                                                 ------------      ------------
                Total adjustments                                  (2,627,661)         (944,648)
                                                                 ------------      ------------
                Cash flows used in operating activities            (2,533,691)       (2,417,581)
Cash Flows used in Investing Activities:
      Additions to property and equipment                          (2,465,191)       (2,407,892)
                                                                 ------------      ------------
                Cash flows used in investing activities            (2,465,191)       (2,407,892)
Cash Flows from Financing Activities:
      Principal payments on credit facility                        (2,500,000)                0
      Proceeds from credit facility borrowings                     18,000,000                 0
      Costs associated with credit facility amendment              (1,050,833)                0
      Purchase 10-3/4% Senior Notes                                (9,720,000)                0
                                                                 ------------      ------------
                Cash flows from financing activities                4,729,167                 0
                                                                 ------------      ------------
Net Decrease in Cash and Cash Equivalents                            (269,715)       (4,825,473)
Cash and Cash Equivalents, Beginning of Period                      1,098,890         5,342,420
                                                                 ------------      ------------
Cash and Cash Equivalents, End of Period                         $    829,175      $    516,947
                                                                 ============      ============

Supplemental Disclosure of Cash Flow Information -
      Cash paid for interest during the period
      (net of amounts capitalized)                               $  5,590,881      $  5,262,734
                                                                 ============      ============
</TABLE>


                 See notes to consolidated financial statements.


                                       6
<PAGE>   7

                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

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

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

         IMPACT OF RECENTLY ADOPTED ACCOUNTING PRINCIPLES - In June 1998,
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities" was issued. In June 2000, the
FASB issued SFAS No. 138, which amended certain provisions of SFAS No. 133. SFAS
No. 133, as amended, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. The standard is effective for the
first quarter of the Company's fiscal year beginning January 1, 2001. The
adoption of SFAS No. 133, as amended, has not had a material impact on the
Company's financial position 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

                                       7
<PAGE>   8

that the regulation of cable television systems, including the rates charged for
cable services, remains a matter of interest to Congress, the FCC and local
regulatory officials. Critics of the cable television industry continue to seek
to maintain or even tighten cable rate regulation in the absence of widespread
effective competition. Accordingly, no assurance can be given as to what future
actions such parties or the courts may take or the effect thereof on the
Company.

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

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

         As expected, on September 11, 2000, APC appealed the Bureau's decision
to the FCC's five Commissioner panel. This panel is expected to give a final
decision in the spring of 2001. In addition, on September 12, 2000, APC appealed
the decision directly to the U.S. Court of Appeals for the Eleventh Circuit,
which has agreed to hear the case. Briefs are expected to be due during the
spring of 2001 and, thus, no decision will be forthcoming until later in the
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.


                                       8

<PAGE>   9

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

(3) DEBT

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

<TABLE>
<S>                                              <C>
        10-3/4% Senior B Senior Notes due 2004         $88,000,000
        Credit facility                                 18,000,000
                                                  -----------------
        Total debt                                    $106,000,000
                                                  =================
</TABLE>

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

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


                                       9



<PAGE>   10
                            JAMES CABLE FINANCE CORP.
            (A WHOLLY OWNED SUBSIDIARY OF JAMES CABLE PARTNERS, L.P.,
                        A DELAWARE LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

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

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


                          See notes to balance sheets.



                                       10


<PAGE>   11

                            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. ("James"), a Delaware
limited partnership, and was organized on June 19, 1997 for the sole purpose of
acting as co-issuer with James 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 March 31, 2001, a Statement of Operations, a Statement of
Shareholder's Equity and a Statement of Cash Flows have not been presented.


                                       11

<PAGE>   12


PART I.  FINANCIAL INFORMATION

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

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

OVERVIEW

         Revenues. The Company's revenues are primarily attributable to
subscription fees charged to subscribers to the Company's basic and premium
cable television programming services. Basic revenues consist of monthly
subscription fees for all services (other than premium programming, Internet
services and digital services) as well as monthly charges for customer equipment
rental. Premium revenues consist of monthly subscription fees for programming
provided on a per-channel basis. Internet revenues consist of monthly
subscription fees for Internet access and modem installation fees. Digital
services revenue includes monthly subscription fees for tiers of digital
programming and fees charged for pay-per-view movies, concerts and sporting
events. In addition, other revenues are derived from installation and
reconnection fees charged to subscribers to commence or discontinue cable
service, late payment fees, franchise fees, advertising revenues and commissions
related to the sale of goods by home shopping services. At March 31, 2001, the
Company had 69,880 basic subscribers and 24,349 premium subscriptions,
representing basic penetration of 53.9% and premium penetration of 34.8% as
compared to December 31, 2000 at which time the Company had 69,875 basic
subscribers and 22,713 premium subscriptions which represented basic penetration
of 53.9% and premium penetration of 32.5%.

         As of March 31, 2001 the Company was offering its high-speed Internet
service to approximately 55% of its cable subscribers and had over 4,350
high-speed Internet customers. In addition, the Company was offering its dial-up
Internet service to over 50% of its cable subscribers and had nearly 4,000
dial-up Internet customers.

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

                                       12
<PAGE>   13

         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.

         Cash Flows used in Operating Activities. Net cash used in operating
activities was $2.5 million for the three months ended March 31, 2001 as
compared to $2.4 million for the three months ended March 31, 2000.

         Cash Flows used in Investing Activities. Net cash used in investing
activities was $2.5 million for the three months ended March 31, 2001 as
compared to $2.4 million for the three months ended March 31, 2000.

         Cash Flows from / used in Financing Activities. Cash flows from
financing activities for the three months ended March 31, 2001 were $4.7 million
and included $2.5 of principal payments on the Company's credit facility, $18
million of proceeds from debt borrowings on the Company's credit facility, $1.1
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. There were no cash flows from or used in financing
activities for the three months ended March 31, 2000.

         Balance Sheet. Cash decreased by $300,000 from $1.1 million at December
31, 2000 to $800,000 at March 31, 2001 as the $5.4 million interest payment made
on March 2, 2001 was offset by borrowings the Company made against its credit
facility. Property & Equipment increased by $2.5 million during the first
quarter of 2001 primarily due to capital spending made as a part of the
Company's ongoing selective system upgrade and rebuild program as well as
Internet and digital installations. Deferred financing costs increased by
$500,000 during the first quarter of 2001 due to the amendment and restatement
of the credit facility discussed below.

         Total debt increased from $102.5 million at December 31, 2000 to $106.0
million at March 31, 2001. During the period from December 31, 2000 to March 2,
2001, the Company was in default of a debt to EBITDA ratio covenant under its
credit facility. During the period from February 15, 2001 to March 2, 2001, the
Company was also in default of its obligation to pay interest on its 10-3/4%
Series B Senior Notes due 2004. As discussed below, on March 2, 2001, the
Company amended and restated its secured credit facility with four new lenders
which will permit it to borrow up to $30 million. Approximately $18 million of
the available credit was then drawn down to pay accrued interest on the
Company's Series B Senior Notes and to purchase $12 million (face amount) of
those Notes from affiliates of the lenders. The remaining credit available may
be used, among other things, to (i) provide for working capital and general
partnership purposes, (ii) make acquisitions of cable television


                                       13
<PAGE>   14

systems, (iii) pay future installments of interest on the Company's Series B
Senior Notes, and (iv) to finance capital improvements.

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

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

         The Credit Facility. The Company has a $30 million Credit Facility with
four independent lenders which matures on March 2, 2004. Approximately $18
million of the available credit has been drawn down to pay accrued interest on
the Company's Series B Senior Notes and to purchase $12 million (face amount) of
those Notes from affiliates of the lenders. The remaining credit available may
be used, among other things, to (i) provide for working capital and general
partnership purposes, (ii) make acquisitions of cable television systems, (iii)
pay future installments of interest on the Company's Series B Senior Notes, and
(iv) to finance capital improvements.

         The Credit Facility, which is secured by a first priority lien on and
security interest in substantially all of the assets of the Company, requires
quarterly payments of accrued interest with the principal payable at maturity.
The Credit Facility contains certain covenants, and provides for certain events
of default, customarily contained in facilities of a similar type. Among other
things, the Credit Facility requires the Company to (i) maintain the ratio of
its total debt to annualized six-month EBITDA of no more than 9.50 to 1 and (ii)
maintain a senior debt ratio (that is, the ratio of debt under the Credit
Facility to annualized six-month EBITDA) of no more than 2.30 to 1. In addition,
the Credit Facility imposes limitations on the amount of capital expenditures
that the Company can make for the remainder of the term. Generally, capital
expenditures are limited to $12 million per annum plus any unused portion of the
capital expenditure allowance from the previous year.

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

                                       14
<PAGE>   15

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 March 31,
                                                           2001                             2000
                                                           ----                             ----
                                                  Amount               %          Amount               %
                                                 -------           --------       -------          ---------
                                                                   (Dollars in thousands)
<S>                                              <C>                <C>           <C>                <C>
Revenues                                         $ 9,881            100.0 %       $ 9,415            100.0 %
System operating expenses                          5,966             60.4           5,394             57.3
Non-System operating expenses                        546              5.5             642              6.8
Depreciation and amortization                      2,285             23.1           2,126             22.6
                                                 -------           --------       -------          ---------
Operating income                                   1,084             11.0           1,253             13.3
Interest expense, net                              2,898             29.3           2,697             28.6
Other expenses                                        17              0.2              29              0.3
                                                 -------           --------       -------          ---------
Loss before extraordinary item                    (1,831)           (18.5)         (1,473)           (15.6)
Extraordinary gain on extinguishment of debt       1,925             19.5               0              0.0
                                                 -------           --------       -------          ---------
Net income (loss)                                $    94              1.0 %       $(1,473)           (15.6)%
                                                 =======           ========       =======          =========

EBITDA (1)                                       $ 3,369             34.1 %       $ 3,379             35.9 %
</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.


THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

         Revenues. Revenues for the three months ended March 31, 2001 increased
by $500,000, or 5.0%, to $9.9 million from $9.4 million for the three months
ended March 31, 2000. This increase is primarily the result of an increase in
the Company's Internet revenues of $330,000 and an increase in the Company's
digital revenues of $170,000 from 2000 to 2001. Basic revenues remained constant
at $7.6 million for the three months ended March 31, 2000 and 2001. Average
monthly total revenues per subscriber for the three months ending March 31, 2001
were $47.29, as compared to $44.27 for the same period last year. This increase
is primarily the result of rate increases which the Company has implemented
since January 1, 2000 as well as the increased Internet and digital revenues
discussed above.

         Subscribers. At March 31, 2001 the Company had 69,880 subscribers which
represents a decrease of 1,034, or 1.5%, from the 70,914 subscribers at March
31, 2000. The Company believes that this


                                       15
<PAGE>   16
decrease 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.

         System Operating Expenses. System operating expenses for the three
months ended March 31, 2001 were $6.0 million, an increase of $600,000, or
10.6%, over the three months ended March 31, 2000. As a percentage of revenues,
system operating expenses increased 3.1% from 57.3% in 2000 to 60.4% in 2001.
The primary reasons for this increase are expenses associated with the Company's
marketing campaigns, expenses associated with the Company's launches of digital
services in many of its systems, 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 $100,000, or 15.0%, from the three months ended March 31, 2000 to the three
months ended March 31, 2001. The primary reason for this decrease was a
reduction in legal and other professional fees as well as a reduction in the
management fees paid to the Company's general partner.

         EBITDA. As a result of the foregoing, EBITDA remained constant at $3.4
million for the three months ended March 31, 2000 and 2001.

         Depreciation and Amortization. Depreciation and amortization increased
$200,000, or 7.5%, from $2.1 million for the three months ended March 31, 2000
to $2.3 million for the three months ended March 31, 2001 due primarily to the
capital expenditures made as a part of the Company's ongoing selective upgrade
program as well as Internet and digital installations.

         Interest Expense, Net. Interest expense, net increased $200,000, or
7.5%, from $2.7 million for the three months ended March 31, 2000 to $2.9
million for the three months ended March 31, 2001. This increase was primarily
the result of borrowings the Company had outstanding on its credit facility
during the quarter ended March 31, 2001. From January 1 to March 2 the Company
had $2.5 million of borrowings outstanding at an interest rate of approximately
10% and from March 2 to March 31 the Company had $18 million of borrowings
outstanding at an interest rate of 11.5%. The Company had no borrowings
outstanding against its credit facility during the quarter ended March 31, 2000.

         Loss before Extraordinary Item. As a result of the foregoing factors,
the Company's loss before extraordinary item increased by $400,000, or 24.3%
from the three months ended March 31, 2000 to the three months ended March 31,
2001.

         Extraordinary Gain due to Debt Extinguishment. On March 2, 2001 the
Company purchased $12 million (face amount) of its 10-3/4% Series B Senior Notes
from affiliates of its credit facility lenders. These Notes were purchased at a
discount price of .81 and, thus, the Company must recognize an extraordinary
gain due to debt extinguishment for the three months ended March 31, 2001 as
follows:


                                       16

<PAGE>   17

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

         Net income / (loss). As a result of the foregoing factors, the Company
had net income of $100,000 for the three months ended March 31, 2001 as compared
to a net loss of $1.5 million for the three months ended March 31, 2000.

EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

         In June 1998, Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities" was issued.
In June 2000, the FASB issued SFAS No. 138, which amended certain provisions of
SFAS No. 133. SFAS No. 133, as amended, establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. The standard is effective for
the first quarter of the Company's fiscal year beginning January 1, 2001. The
adoption of SFAS No. 133, as amended, has not had a material impact on the
Company's financial position or results of operations.

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

         The Company did not hold, either during the three months ended March
31, 2001 and 2000, or at March 31, 2001 and December 31, 2000, any market risk
sensitive instruments. The Company has outstanding $88 million of its 10-3/4%
Series B Senior Notes with a fixed interest rate of 10.75%. In addition, the
Company has borrowings outstanding against its credit facility of $18 million
with a fixed interest rate of 11.5%.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

         On August 18, 2000, the Company, through its membership in the Alabama
Cable Telecommunications Association, joined other Alabama cable operators in a
pole attachment Complaint against Alabama Power Company ("APC") which was filed
with the FCC's Cable Service Bureau (the "Bureau"). The complaint was initiated
as a result of APC's imposition of significant pole rental rate increases (more
than 500% for the Company), APC's refusal to engage in good faith negotiations
and the threat, by APC, to terminate existing pole attachment agreements. The
Bureau granted the Alabama cable operators, including the Company, all relief
requested in the


                                       17
<PAGE>   18

Complaint. Specifically, the Bureau ruled that APC had failed to make a
persuasive argument on the merits that lawful just compensation was greater than
the current rate paid by the cable operators, including the Company, under
existing pole attachment agreements. Thus, the Bureau declared APC's new pole
attachment rental rates of $38.81 void and reinstated the $7.47 rate previously
in effect, as well as other terms and conditions that APC had sought to
terminate. The Bureau also placed the parties under a bargaining order requiring
good faith negotiation of a new pole attachment agreement and a new rental rate
utilizing the FCC's established formulas.

         As expected, on September 11, 2000, APC appealed the Bureau's decision
to the FCC's five Commissioner panel. This panel is expected to give a final
decision in the spring of 2001. In addition, on September 12, 2000, APC appealed
the decision directly to the U.S. Court of Appeals for the Eleventh Circuit,
which has agreed to hear the case. Briefs are expected to be due during the
spring of 2001 and, thus, no decision will be forthcoming until later in the
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.

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 first quarter of 2001.


                                       18
<PAGE>   19


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.


                                       19
<PAGE>   20

***      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

         The Company filed a Current Report on Form 8-K dated December 31, 2000
relating to a default of a debt to EBITDA ratio covenant under its prior credit
facility (this default was cured on March 2, 2001).

         The Company filed a Current Report on Form 8-K dated February 15, 2001
relating to a default of its obligation to pay interest on its 10-3/4% Series B
Senior Notes due 2004 (this default was cured on March 2, 2001).

         The Company filed a Current Report on Form 8-K dated March 2, 2001
relating to its amended and restated credit facility with four new lenders.


                                       20
<PAGE>   21

                                   SIGNATURES

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


                                JAMES CABLE PARTNERS, L.P.

                                By:  James Communications Partners
                                General Partner

                                By:  Jamesco, Inc.
                                Partner

Date:  May 9, 2001              By:  /s/  William R. James
                                     ---------------------------------
                                         William R. James
                                         President

                                By:  James Communications Partners
                                General Partner

                                By:  DKS Holdings, Inc.
                                Partner

Date:  May 9, 2001              By:  /s/ Daniel K. Shoemaker
                                     -------------------------------
                                         Daniel K. Shoemaker
                                         President (Principal financial
                                         officer and chief accounting officer)



                                JAMES CABLE FINANCE CORP.


Date:  May 9, 2001              By:  /s/ William R. James
                                     ---------------------------------
                                         William R. James
                                         President

Date:  May 9, 2001              By:  /s/ Daniel K. Shoemaker
                                     -------------------------------
                                         Daniel K. Shoemaker
                                         Treasurer (Principal financial
                                         officer and chief accounting officer)


                                       21