<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 March 31, 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)

            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
May 10, 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.
<S>                                                                                               <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.                                11
                           Notes to Balance Sheets                                                    12

         Item 2.           Management's Discussion and Analysis of Financial Condition and
                           Results of Operations                                                      13
         Item 3.           Quantitative and Qualitative Disclosures About Market
                           Risk                                                                       18
PART II. OTHER INFORMATION
         Item 1.           Legal Proceedings                                                          19
         Item 4.           Submission of Matters to a Vote of Security Holders                        20
         Item 6.           Exhibits and Reports on Form 8-K                                           21
</TABLE>








                                       2
<PAGE>
PART I.     FINANCIAL INFORMATION

ITEM 1.       Financial Statements

                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   March 31,       December 31,
                                                                     2002              2001
                                                                 -------------    -------------
                                                                  (Unaudited)
                                     ASSETS

<S>                                                              <C>              <C>
Cash & Cash Equivalents                                          $   1,099,877    $     567,404
Accounts Receivable - Subscribers (Net of allowance for
      doubtful accounts of $7,762 in 2002 and $15,852 in 2001)       4,089,426        4,024,248
Prepaid Expenses & Other                                               473,269          549,900
Property & Equipment:
      Cable television distribution systems and equipment          105,357,751      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                                                   116,378,175      115,278,257
      Less accumulated depreciation                                (88,050,189)     (85,999,799)
                                                                 -------------    -------------
           Total                                                    28,327,986       29,278,458
Deferred Financing Costs (Net of accumulated amortization of
      $2,623,870 in 2002 and $2,407,372 in 2001)                     1,886,630        2,094,469
Intangible Assets, Net                                              12,417,117       12,479,277
Deposits                                                                64,080           65,260
                                                                 -------------    -------------

Total Assets                                                     $  48,358,385    $  49,059,016
                                                                 =============    =============

                        LIABILITIES & PARTNERS' DEFICIT

Liabilities:
      Debt (Note 3)                                              $ 116,000,000    $ 111,500,000
      Accounts payable                                                 302,350          701,812
      Accrued expenses                                               2,323,216        2,739,611
      Accrued interest on debt                                       1,182,499        3,547,499
      Unearned revenue                                               3,574,796        3,411,759
      Subscriber deposits                                               17,203           17,703
                                                                 -------------    -------------
           Total                                                   123,400,064      121,918,384
Commitments and Contingencies (Note 2)
Partners' Deficit:
      Limited partners                                             (68,758,719)     (66,597,103)
      General partner                                               (6,282,960)      (6,262,265)
                                                                 -------------    -------------
           Total                                                   (75,041,679)     (72,859,368)
                                                                 -------------    -------------

Total Liabilities & Partners' Deficit                            $  48,358,385    $  49,059,016
                                                                 =============    =============
</TABLE>


                 See notes to consolidated financial statements.


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                           For the Three   For the Three
                                           Months Ended    Months Ended
                                             March 31,       March 31,
                                               2002            2001
                                           ------------    ------------
                                                   (Unaudited)

<S>                                        <C>             <C>
Revenues                                   $ 10,457,890    $  9,881,378
System Operating Expenses (Excluding
      Depreciation and Amortization)          6,651,308       5,966,094
Non-System Operating Expenses:
      Management fee                            460,000         425,995
      Other                                     149,765         120,154
                                           ------------    ------------
      Total non-system operating
           expenses                             609,765         546,149
Depreciation and Amortization                 2,112,550       2,285,212
                                           ------------    ------------
Operating Income                              1,084,267       1,083,923
Interest and Other:
      Interest expense                       (3,268,448)     (2,909,914)
      Interest income                             1,870          11,550
      Other                                           0         (16,901)
                                           ------------    ------------
           Total interest and other          (3,266,578)     (2,915,265)
                                           ------------    ------------

Loss before extraordinary item               (2,182,311)     (1,831,342)

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

Net (loss) income                          $ (2,182,311)   $     93,970
                                           ============    ============
</TABLE>

                 See notes to consolidated financial statements.

                                        4
<PAGE>
                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

                  CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT

<TABLE>
<CAPTION>
                                        Limited         General
                                        Partners        Partner          Total
                                      ------------    ------------    ------------
<S>                                   <C>             <C>             <C>
Balance, December 31, 2001            $(66,597,103)   $ (6,262,265)   $(72,859,368)
      Net loss (unaudited)              (2,161,616)        (20,695)     (2,182,311)
                                      ------------    ------------    ------------

Balance, March 31, 2002 (unaudited)   $(68,758,719)   $ (6,282,960)   $(75,041,679)
                                      ============    ============    ============
</TABLE>


                 See notes to consolidated financial statements.

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               For the Three   For the Three
                                                               Months Ended    Months Ended
                                                                 March 31,      March 31,
                                                                   2002             2001
                                                               ------------    ------------
                                                                       (Unaudited)
<S>                                                            <C>             <C>
Cash Flows used in Operating Activities:
      Net (loss) income                                        $ (2,182,311)   $     93,970
      Adjustments to reconcile net (loss) income to net cash
           flows used in operating activities:
           Depreciation                                           2,050,390       1,755,618
           Amortization                                              62,160         529,594
           Noncash interest expense                                 216,498         174,002
           Extraordinary gain on extinguishment of debt                   0      (1,925,312)
      (Increase) Decrease in assets:
           Accounts receivable                                      (65,178)        (48,419)
           Prepaid expenses                                          76,631        (283,203)
           Deposits                                                   1,180           4,000
      Increase (Decrease) in liabilities:
           Accounts payable                                        (399,462)        139,153
           Accrued expenses                                        (416,395)       (282,107)
           Accrued interest on debt                              (2,365,000)     (2,795,000)
           Unearned revenue                                         163,039         103,527
           Subscriber deposits                                         (500)            486
                                                               ------------    ------------
                Total adjustments                                  (676,637)     (2,627,661)
                                                               ------------    ------------
                Cash flows used in operating activities          (2,858,948)     (2,533,691)
Cash Flows used in Investing Activities:
      Additions to property and equipment                        (1,099,919)     (2,465,191)
                                                               ------------    ------------
                Cash flows used in investing activities          (1,099,919)     (2,465,191)
Cash Flows from Financing Activities:
      Principal payments on credit facility                               0      (2,500,000)
      Proceeds from credit facility borrowings                    4,500,000      18,000,000
      Costs associated with credit facility amendment                (8,660)     (1,050,833)
      Purchase 10-3/4% Senior Notes                                       0      (9,720,000)
                                                               ------------    ------------
                Cash flows from financing activities              4,491,340       4,729,167
                                                               ------------    ------------
Net Increase (Decrease) in Cash and Cash Equivalents                532,473        (269,715)
Cash and Cash Equivalents, Beginning of Period                      567,404       1,098,890
                                                               ------------    ------------
Cash and Cash Equivalents, End of Period                       $  1,099,877    $    829,175
                                                               ============    ============

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)                              $  5,416,951    $  5,590,881
                                                               ============    ============
</TABLE>


                 See notes to consolidated financial statements.


                                       6
<PAGE>
                    JAMES CABLE PARTNERS, L.P. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

        UNAUDITED INTERIM STATEMENTS - The accompanying interim financial
statements and related notes are unaudited, and reflect all adjustments
(consisting only of normal recurring adjustments) which, in the opinion of
management, are necessary for a fair presentation of the financial position and
results of operations of the Company for the interim periods. The December 31,
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.

        IMPAIRMENT ACCOUNTING - The Company reviews the recoverability of its
long-lived 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 - 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. SFAS No. 142 provides for a six
month transition period, for goodwill only, to ascertain the amount of
impairment, if any, that must be recognized. The Company does not expect to
record an impairment loss on its goodwill after this transition period analysis.
Amortization of goodwill, including goodwill recorded in past business
combinations, will cease upon adoption of the statement. The Company adopted
SFAS No. 142 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. The
amount of amortization in the first quarter of 2002 that has been eliminated
under SFAS No. 142 is approximately $268,000. The table below represents the
2001 amounts had SFAS No. 142 been adopted in the first quarter of 2001.

<Table>
<Caption>
                                            Three Months
                                                ended
                                           March 31, 2001
                                           --------------
<S>                                          <C>
Loss before extraordinary item               (1,363,908)
Net income                                      516,404
</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.

        At the November 2001 meeting of the Emerging Issues Task Force, the FASB
staff announced their position regarding the classification of reimbursements
for out-of-pocket expenses. The FASB staff believes that these reimbursements
should be classified as revenue in the statements of operations. The




                                       7
<PAGE>
staff announcement, which is codified in EITF Topic No. D-103, is effective for
fiscal years beginning after December 15, 2001 and will require comparative
financial statements for prior periods to be reclassified. The Company does not
expect the adoption of this announcement, which occurred in the first quarter of
2002, to have a significant impact on its financial position and/or results of
operations.

(2) REGULATORY AND LEGAL MATTERS

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

         The Company, in addition to providing cable television services, also
provides Internet access services, both dial-up and high-speed, to a portion of
its subscriber base. 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, protect cable modem service from the burdens associated with
traditional cable and telecommunications regulations. However, the FCC also
initiated a rulemaking to determine what power, if any, franchising authorities
have over cable modem service as an information service, including forced
access, franchising and franchise fee obligations, and customer service.

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

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

         In addition, on September 12, 2000 and May 25, 2001, APC appealed the
decisions discussed above to the U.S. Court of Appeals for the Eleventh Circuit,
which consolidated the appeals and has




                                       8
<PAGE>
agreed to hear the case. Both parties submitted full briefs and, on October 31,
2001, presented their oral arguments before the court. A final decision from the
court is 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 requires 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.

(3) DEBT

         At March 31, 2002, the Company's debt was $116.0 million, its total
assets were $48.4 million and its partners' deficit was $75.0 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. The Company has
additional borrowing capacity under its current line of credit of only $2
million.

         Due to the Company's high degree of leverage: (a) a substantial portion
of its cash flow from operations 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 or
upon its ability to renew or refinance borrowings or raise additional capital,
if necessary. In an effort to mitigate the possibility that the Company will be
unable to satisfy its future interest payment obligations, the Company plans to
limit its capital spending in the foreseeable future. There can be no assurance
that the Company's mitigation efforts will be successful or that the Company
will be able to renew or refinance borrowings or raise additional equity capital
if its future operating results fall short of expectations.

         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 March 31, 2002, $28 million 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 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 Notes, and (iv) to finance
capital improvements. The credit facility matures on March




                                       9
<PAGE>
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 is comprised of:

<TABLE>
<S>                                                   <C>
        10-3/4% Senior B Senior Notes due 2004         $ 88,000,000
        Credit facility                                  28,000,000
                                                       ------------
        Total debt                                     $116,000,000
                                                       ============
</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>
<S>                                               <C>               <C>
        Face value of Notes purchased                               $12,000,000
        Purchase price of Notes                     9,720,000
        Unamortized value of costs associated
         with Notes                                   354,688
                                                  ------------
                Subtotal                                             10,074,688
                                                                    -----------
        Extraordinary gain on extinguishment of debt                $ 1,925,312
                                                                    ===========
</TABLE>







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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  March 31,       December 31,
                                                                                    2002             2001
                                                                                --------------  ---------------
                                                                                Unaudited)
                                     ASSETS
<S>                                                                             <C>             <C>
Cash and cash equivalents                                                              $1,000           $1,000
                                                                                ==============  ===============

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


                          See notes to balance sheets.

















                                       11
<PAGE>

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

                     NOTES TO THE BALANCE SHEETS (UNAUDITED)

(1) ORGANIZATION

     James Cable Finance Corp. ("Finance Corp."), a Michigan corporation, is a
wholly-owned subsidiary of James Cable Partners, L.P. ("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, 2002, a Statement of Operations, a Statement of
Shareholder's Equity and a Statement of Cash Flows have not been presented.









                                       12
<PAGE>

PART I.  FINANCIAL INFORMATION

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

       The following discussion of the financial condition and results of
operations of the Company contains certain forward-looking statements relating
to anticipated future financial conditions and operating results of the Company
and its current business plans. In the future, the financial condition and
operating results of the Company could differ materially from those discussed
herein and its current business plans could be altered in response to market
conditions and other factors beyond the Company's control. Important factors
that could cause or contribute to such differences or changes include those
discussed in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 under "Forward Looking Statements" and "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations"
(including, "- Risk Factors").

OVERVIEW

       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 March
31, 2002, the Company had 68,105 basic subscribers and 27,209 premium
subscriptions, representing basic penetration of 52.4% and premium penetration
of 40.0% 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 March 31, 2002 the Company had the capability to provide its
high-speed Internet service to more than 50% of its cable subscribers and
had more than 7,000 high-speed Internet customers. In addition, the Company was
offering its dial-up Internet service to over 57% of its cable subscribers and
had nearly 4,100 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 DBS services. As of March 31, 2002, the Company had its digital
services in approximately 9,400 of its basic subscriber's 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




                                       13
<PAGE>
bad debt expenses. Selling, service and administrative expenses directly
attributable to the Company's systems include the salaries and wages of the
field and office personnel, plant operating expenses, office and administrative
expenses and sale costs.

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

     Significant Leverage. At March 31, 2002, the Company's debt was
$116.0 million, its total assets were $48.4 million and its partners' deficit
was $75.0 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. The Company has additional borrowing capacity under its current
line of credit of only $2 million.

     Due to the Company's high degree of leverage: (a) a substantial portion of
its cash flow from operations 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 or
upon its ability to renew or refinance borrowings or raise additional capital,
if necessary. In an effort to mitigate the possibility that the Company will be
unable to satisfy its future interest payment obligations, the Company plans to
limit its capital spending in the foreseeable future. There can be no assurance
that the Company's mitigation efforts will be successful or that the Company
will be able to renew or refinance borrowings or raise additional equity
capital if its future operating results fall short of expectations.

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 $2.9 million for the three months ended March 31, 2002 as
compared to $2.5 million for the three months ended March 31, 2001.

       Cash Flows used in Investing Activities. Net cash used in investing
activities decreased by $1.4 million from $2.5 million for the three months
ended March 31, 2001 to $1.1 million for the three months ended March 31, 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 three months ended March 31, 2001 were $4.7 million and
included $2.5 million 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 discussed below. Cash flows from financing activities
for the three months ended March 31, 2002 amounted to $4.5 million of proceeds
from debt borrowings on the Company's credit facility.

      Balance Sheet. Cash increased by $500,000 from $600,000 at December 31,
2001 to $1.1 million at March 31, 2002 primarily as a result of the decrease in
the Company's capital spending discussed above. Property & Equipment increased
by $1.1 million during the first quarter of 2002 primarily due to capital
spending made as a part of the Company's 750 MHz upgrade of its entire Tennessee
System as well as equipment costs associated with Internet and digital
installations.

      Total debt increased from $111.5 million at December 31, 2001 to $116.0
million at March 31, 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




                                       14
<PAGE>
restated its secured credit facility with new lenders which will permit it to
borrow up to $30 million. As of March 31, 2002, $28 million 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 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 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 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 March 31,
2002, $28 million 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 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
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, 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 (i)
maintain the ratio of its total debt to annualized six-month EBITDA of no more
than 9.25 to 1 and (ii) maintain a senior debt ratio (that is, the ratio of debt
under the Credit Facility to annualized six-month EBITDA) of no more than 2.40
to 1. In addition, the Credit Facility imposes limitations on the amount of
capital expenditures that the Company can make for the remainder of the term.
Generally, capital expenditures are limited to $12 million per annum plus any
unused portion of the capital expenditure allowance from the previous year. At
March 31, 2002 the Company was in compliance with all of the above covenants.

      At March 31, 2002 the Company's total debt was $116 million, comprised of
$28 million borrowed under its secured credit facility and $88 million due under
its Notes. As a result of this substantial debt, a significant portion of the
Company's cash flow from operations must be used to pay interest expense. The
ability of the Company to satisfy its obligations going forward will be
primarily dependent on its future financial and operating performance or upon
its ability to renew or refinance borrowings or raise additional capital, if
necessary. In an effort to mitigate the possibility that the Company will be
unable to satisfy its future interest payment obligations, the Company plans to
limit its capital spending in the foreseeable future. There can be no assurance
that the Company's mitigation efforts will be successful or that the Company
will be able to renew or refinance borrowings or raise additional equity capital
if its future operating results fall short of expectations.



                                       15
<PAGE>
RESULTS OF OPERATIONS

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


<TABLE>
<CAPTION>
                                                For the Three Months ended March 31,
                                                       2002                 2001
                                                       ----                 ----
                                                Amount        %      Amount        %
                                                ------        -      ------        -
                                                     (Dollars in thousands)

<S>                                            <C>          <C>     <C>          <C>
Revenues                                       $10,458      100.0%  $ 9,881      100.0%
System operating expenses                        6,651       63.6     5,966       60.4
Non-System operating expenses                      610        5.8       546        5.5
Depreciation and amortization                    2,113       20.2     2,285       23.1
                                               -------      -----   -------        ---
Operating income                                 1,084       10.4     1,084       11.0
Interest expense, net                            3,266       31.2     2,898       29.3
Other expenses                                       0        0.0        17        0.2
                                               -------      -----   -------        ---
Loss before extraordinary item                  (2,182)     (20.8)   (1,831)     (18.5)
Extraordinary gain on extinguishment of debt         0        0.0     1,925       19.5
                                               -------      -----   -------        ---
Net (loss) income                              $(2,182)     (20.8)% $    94        1.0%
                                               =======      =====   =======        ===
EBITDA (1)                                     $ 3,197       30.6%  $ 3,369       34.1%
</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, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

      Revenues. Revenues for the three months ended March 31, 2002 increased by
$600,000, or 5.8%, to $10.5 million from $9.9 million for the three months ended
March 31, 2001. This increase is primarily the result of an increase in the
Company's Internet revenues of $290,000, an increase in the Company's digital
revenues of $140,000 and an increase in the Company's basic revenues, discussed
below, from 2001 to 2002. Basic revenues increased by $130,000, or 1.8%, to $7.7
million for the three months ended March 31, 2002, as compared to the same
period in 2001, primarily as a result of rate increases the Company has taken
since March 31, 2001. Average monthly total revenues per subscriber for the
three months ending March 31, 2002 were $51.29, as compared to $47.29 for the
same period last year. This increase is primarily the result of rate increases
which the Company has implemented since March 1, 2001 as well as the increased
Internet and digital revenues discussed above.

      Subscribers. At March 31, 2002 the Company had 68,105 subscribers which
represents a decrease of 1,775, or 2.5%, from the 69,880 subscribers at March
31, 2001. Of this total decrease, the Company estimates that approximately 425
are attributable to overbuilds in its Lafayette, Alabama and Alachua,





                                       16
<PAGE>
Florida Systems by other franchised cable operators. The Company believes that
the remaining decrease of approximately 1,350 subscribers 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.

      At March 31, 2002 the Company had more than 7,000 high-speed Internet
customers and approximately 4,100 dial-up Internet customers, for a total of
approximately 11,100 Internet customers. This represents an increase of
approximately 2,900 customers, or 35.9%, from the approximately 8,200 Internet
customers at March 31, 2001. In addition, the Company's digital services were in
approximately 9,400 of its basic subscribers homes at March 31, 2002 as compared
to approximately 5,200 at March 31, 2001.

      System Operating Expenses. System operating expenses for the three months
ended March 31, 2002 were $6.7 million, an increase of $700,000, or 11.5%, over
the three months ended March 31, 2001. As a percentage of revenues, system
operating expenses increased 3.2% from 60.4% in 2001 to 63.6% in 2002. The
primary reasons for this increase are expenses associated with the Company's
launches 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 increased by
$60,000, or 11.6%, from the three months ended March 31, 2001 to the three
months ended March 31, 2002 as a result of increases in the management fees paid
to the Company's general partner as well as an increase in legal fees.

      EBITDA. As a result of the foregoing, EBITDA decreased by $200,000, or
5.1%, from $3.4 million for the three months ended March 31, 2001 to $3.2
million for the three months ended March 31, 2002.

      Depreciation and Amortization. Depreciation and amortization decreased by
$200,000, or 7.6%, from $2.3 million for the three months ended March 31, 2001
to $2.1 million for the three months ended March 31, 2002 primarily as a result
of the decrease in the capital spending from 2001 to 2002 discussed in the
"Liquidity and Capital Resources" section.

      Interest Expense, Net. Interest expense, net increased $400,000, or 12.7%,
from $2.9 million for the three months ended March 31, 2001 to $3.3 million for
the three months ended March 31, 2002. This increase was primarily the result of
borrowings the Company had outstanding on its credit facility during the
quarters ended March 31, 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 2, 2001 to March 31, 2001 the Company had $18
million of borrowings outstanding at an interest rate of 11.5%. During the
quarter ended March 31, 2002 the Company had an average of approximately $26
million in 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 increased by $350,000, or 19.2% from
the three months ended March 31, 2001 to the three months ended March 31, 2002.



                                       17
<PAGE>
     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 three months ended March 31, 2001 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>

     Net (loss) / income. As a result of the foregoing factors, the Company had
a net loss of $2.2 million for the three months ended March 31, 2002 as compared
to net income of $100,000 for the three months ended March 31, 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.
SFAS No. 142 provides for a six month transition period, for goodwill only, to
ascertain the amount of impairment, if any, that must be recognized. The Company
does not expect to record an impairment loss on its goodwill after this
transition period analysis. Amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon adoption of the
statement. The Company adopted SFAS No. 142 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. The amount of amortization in the first quarter of
2002 that has been eliminated under SFAS No. 142 is approximately $268,000. The
table below represents the 2001 amounts had SFAS No. 142 been adopted in the
first quarter of 2001.

<TABLE>
<CAPTION>
                                                   Three Months
                                                      ended
                                                  March 31, 2001
                                                  --------------
<S>                                               <C>
Loss before extraordinary item                     $(1,363,908)
Net income                                             516,404
</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.

     At the November 2001 meeting of the Emerging Issues Task Force, the FASB
staff announced their position regarding the classification of reimbursements
for out-of-pocket expenses. The FASB staff believes that these reimbursements
should be classified as revenue in the statements of operations. The staff
announcement, which is codified in EITF Topic No. D-103, is effective for fiscal
years beginning after December 15, 2001 and will require comparative financial
statements for prior periods to be reclassified. The Company does not expect the
adoption of this announcement, which occurred in the first quarter of 2002, to
have a significant impact on its financial position and/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,
2002 and 2001, or at March 31, 2002 and December 31, 2001, 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 $28 million
with a fixed interest rate of 11.5%.


                                       18
<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.

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

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

       In addition, on September 12, 2000 and May 25, 2001, APC appealed the
decisions discussed above to the U.S. Court of Appeals for the Eleventh Circuit,
which consolidated the appeals and has agreed to hear the case. Both parties
submitted full briefs and, on October 31, 2001, presented their oral arguments
before the court. A final decision from the court is 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 requires 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




                                       19
<PAGE>
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 first quarter of 2002.




                                       20
<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.


                                       21
<PAGE>
***      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.

                                       22
<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>                              <C>
                                         JAMES CABLE PARTNERS, L.P.

                                         By:  James Communications Partners
                                         General Partner

                                         By:  Jamesco, Inc.
                                         Partner

Date:  May 14, 2002                      By:  /s/  William R. James
                                              ---------------------------------
                                                  William R. James
                                                  President

                                         By:  James Communications Partners
                                         General Partner

                                         By:  DKS Holdings, Inc.
                                         Partner

Date:  May 14, 2002                      By:  /s/ Daniel K. Shoemaker
                                              -------------------------------
                                                  Daniel K. Shoemaker
                                                  President (Principal financial
                                                  officer and chief accounting officer)



                                         JAMES CABLE FINANCE CORP.


Date:  May 14, 2002                      By:  /s/ William R. James
                                              ---------------------------------
                                                  William R. James
                                                  President

Date:  May 14, 2002                      By:  /s/ Daniel K. Shoemaker
                                              -------------------------------
                                                  Daniel K. Shoemaker
                                                  Treasurer (Principal financial
                                                  officer and chief accounting officer)
</TABLE>








                                       23