<PAGE>
                                       
                                  FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



(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, 1999.
[  ]      Transition report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934
For the transition period from                   to                  .

                       Commission File Number 333-62077


                       Jones International Networks, Ltd.
                Exact name of registrant as specified in charter

      Colorado                                                 #84-1250515
State of organization                                      I.R.S. employer I.D.#

                   9697 East Mineral Avenue, Colorado 80112
                    Address of principal executive office

                                (303) 792-3111          
                         Registrant's telephone number


Indicate by check mark whether the registrant (l) has filed all reports 
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of 
l934 during the preceding l2 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

    Yes     X                                                              No   
                                          
<PAGE>
                                          
             JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                          
                                    INDEX 
                                          

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements

     Jones International Networks, Ltd.:
        Unaudited Consolidated Statements of Financial Position
          as of December 31, 1998 and March 31, 1999 .......................................................      2

        Unaudited Consolidated Statements of Operations
          for the Three Months Ended March 31, 1998 and 1999 ...............................................      4

        Unaudited Consolidated Statements of Cash Flows
          for the Three Months Ended March 31, 1998 and 1999 ...............................................      5

        Notes to Unaudited Consolidated Financial Statements................................................      6

   Item 2. Management's Discussion and Analysis
     of Financial Condition and Results of Operations ......................................................     17

PART II. OTHER INFORMATION

   Item 3. Quantitative and Qualitative Disclosures About Market Risk.......................................     22
   Item 5. Other Materially Important Events................................................................     22
   Item 6. Exhibits and Reports on Form 8-K.................................................................     22
</TABLE>

<PAGE>
                                       
             JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                       
           UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 
                                       
                                    ASSETS

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,     MARCH 31,
                                                                          1998            1999
                                                                       ------------     ---------
<S>                                                                    <C>             <C>
CURRENT ASSETS:
Cash and cash equivalents...........................................    $ 10,654,013   $11,202,044
Restricted cash.....................................................      10,000,000     4,664,510 
Available for sale securities.......................................       2,768,646     3,243,668 
Accounts receivable, net of allowance for doubtful accounts of
   $897,487 and $1,164,212, respectively............................      11,835,108     8,049,862 
Receivables from affiliates.........................................         238,777       387,264 
Prepaid expenses....................................................         255,723       161,632 
Deferred commissions, current.......................................         221,973       198,358 
Other current assets................................................         178,322         7,744 
                                                                        ------------  ------------
     Total current assets...........................................      36,152,562    27,915,082 
                                                                        ------------  ------------

PROPERTY, PLANT AND EQUIPMENT:
Land ...............................................................       1,395,592     1,395,592 
Building............................................................       2,321,463     2,321,463 
Satellite transponders..............................................      35,680,188    35,680,188 
Furniture, fixtures and equipment...................................      12,442,773    12,693,289 
Leasehold improvements..............................................         738,838       762,643 
                                                                        ------------  ------------
     Total property, plant and equipment............................      52,578,854    52,853,175 
Less accumulated depreciation and amortization......................     (25,681,974)  (26,972,335)
                                                                        ------------  ------------
     Net property, plant and equipment..............................      26,896,880    25,880,840 
                                                                        ------------  ------------

OTHER ASSETS:
Goodwill, net of accumulated amortization of
   $719,588 and $961,441, respectively..............................      32,397,394    32,155,541 
Other intangible assets, net of accumulated amortization of
   $1,030,391 and $1,121,332, respectively..........................       1,914,043     1,823,102 
Cable programming distribution agreements, net of
   accumulated amortization of $326,969 and $577,764, respectively..       4,355,170     5,258,606 
Investment in programming, net of accumulated amortization of
   $177,777 and $293,571, respectively..............................       2,379,402     2,346,388 
Investment in affiliates............................................         202,942       207,129 
Income tax benefit receivable from Jones International, Ltd. (Note 2)      1,338,402           --  
Deferred commissions, long-term ....................................         390,336       396,715 
Debt offering costs, net of accumulated amortization of
   $245,700 and $427,304, respectively..............................       4,526,428     4,671,472 
Other assets........................................................         340,475       262,523 
                                                                        ------------  ------------
     Total other assets.............................................      47,844,592    47,121,476 
                                                                        ------------  ------------

     Total assets...................................................    $110,894,034  $100,917,398 
                                                                        ------------  ------------
                                                                        ------------  ------------
</TABLE>

    The accompanying notes to these unaudited consolidated financial statements
     are an integral part of these unaudited consolidated financial statements. 

                                       2
<PAGE>

             JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                       
           UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 
                                       
                    LIABILITIES AND SHAREHOLDERS' DEFICIT 

<TABLE>
                                                                     DECEMBER 31,      MARCH 31,
                                                                        1998             1999
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
CURRENT LIABILITIES:
Accounts payable--trade..........................................    $ 2,796,389     $  2,521,558 
Producers' fees payable..........................................      5,922,471        4,244,563 
Cable programming distribution agreements payable................      1,617,815        1,301,105 
Accrued liabilities..............................................      2,047,233        1,580,837 
Accounts payable--Jones International, Ltd.......................      1,377,731          255,277 
Interest payable.................................................      5,581,250        2,937,500 
Deferred revenues................................................        752,263          840,438         
Other current liabilities........................................          9,938           95,180 
                                                                    ------------     ------------
     Total current liabilities...................................     20,105,090       13,776,458 
                                                                    ------------     ------------

LONG-TERM LIABILITIES:
Customer deposits and deferred revenues..........................        340,842          311,139 
Senior secured notes.............................................    100,000,000      100,000,000 
                                                                    ------------     ------------
     Total long-term liabilities.................................    100,340,842      100,311,139 
                                                                    ------------     ------------

MINORITY INTERESTS IN
   CONSOLIDATED SUBSIDIARIES.....................................        567,283          617,636 
                                                                    ------------     ------------

COMMITMENTS AND CONTINGENCIES (Note 5)

COMMON STOCK SUBJECT TO PUT, Class A Common Stock,
   $.01 par value: 101,124 shares issued and outstanding,
   respectively..................................................      1,213,488        1,213,488

SHAREHOLDERS' DEFICIT:
Class A Common Stock, $.01 par value: 50,000,000 shares
   authorized;  4,202,006 shares issued and outstanding..........         42,020           42,020 
Class B Common Stock, $.01 par value: 1,785,120 shares
   authorized, issued and outstanding............................         17,851           17,851 
Additional paid-in capital.......................................     27,446,955       27,446,955 
Accumulated other comprehensive income...........................          8,456            2,784 
Accumulated deficit..............................................    (38,847,951)     (42,510,933)
                                                                    ------------     ------------
     Total shareholders' deficit.................................    (11,332,669)     (15,001,323)
                                                                    ------------     ------------
     Total liabilities and shareholders' deficit.................   $110,894,034     $100,917,398 
                                                                    ------------     ------------
                                                                    ------------     ------------
</TABLE>

    The accompanying notes to these unaudited consolidated financial statements 
     are an integral part of these unaudited consolidated financial statements. 

                                       3
<PAGE>

                JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                          
                  UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS 

<TABLE>
<CAPTION>
                                                                             FOR THE THREE MONTHS
                                                                                ENDED MARCH 31,
                                                                              1998           1999
                                                                          -----------    ------------
<S>                                                                       <C>            <C>
 REVENUES:
     Radio programming............................................        $ 1,581,420    $  2,959,185 
     Radio advertising representation.............................                --        1,575,499 
     Television programming
          Non-affiliated entities.................................          3,555,553       5,515,081 
          Affiliated entities (Note 2)............................            286,766         281,824 
                                                                          -----------   -------------
               Total television programming.......................          3,842,319       5,796,905 
     Satellite delivery and production support
          Non-affiliated entities.................................                --          894,000 
          Affiliated entities (Note 2)............................          1,157,081       1,279,748
                                                                          -----------   -------------
               Total satellite delivery and production support....          1,157,081       2,173,748
                                                                          -----------   -------------
               Total revenues.....................................          6,580,820      12,505,337
                                                                          -----------   -------------
 OPERATING EXPENSES:
     Radio programming............................................          1,604,619       2,498,381 
     Radio advertising representation.............................                --          947,128 
     Television programming
          Non-affiliated entities.................................          1,798,845       3,427,670 
          Affiliated entities (Note 2)............................          1,691,335       1,586,691
                                                                          -----------   -------------
               Total television programming.......................          3,490,180       5,014,361 
     Satellite delivery and production support (Note 2)...........          1,204,641       1,315,398 
     Selling and marketing........................................            793,862       1,361,253 
     General and administrative (Note 2)..........................          1,172,533       2,082,812 
                                                                          -----------   -------------
               Total operating expenses...........................          8,265,835      13,219,333
                                                                          -----------   -------------
 OPERATING INCOME (LOSS)..........................................         (1,685,015)       (713,996)
                                                                          -----------   -------------
 OTHER (INCOME) EXPENSE:
     Interest expense (Note 2)....................................          1,341,871       3,156,650 
     Interest income..............................................            (48,356)       (277,473)
     Equity in income of subsidiaries.............................            (38,412)         (4,187)
     Other expense................................................                 --           4,179 
                                                                          -----------   -------------
               Total other expense, net...........................          1,255,103       2,879,169 
                                                                          -----------   -------------
 LOSS BEFORE INCOME TAXES
   AND MINORITY INTERESTS.........................................         (2,940,118)     (3,593,165)
     Income tax provision.........................................            267,575          19,464
                                                                          -----------   -------------
 LOSS BEFORE MINORITY INTERESTS...................................         (3,207,693)     (3,612,629)
     Minority interests in net income (loss)
        of consolidated subsidiaries..............................             (6,785)         50,353              
                                                                          -----------   -------------
 NET LOSS.........................................................        $(3,200,908)  $  (3,662,982)
                                                                          -----------   -------------
                                                                          -----------   -------------

 ADJUSTMENTS TO ARRIVE AT COMPREHENSIVE LOSS......................                 --          (5,672)
                                                                          -----------    ------------
 COMPREHENSIVE LOSS...............................................        $(3,200,908)  $  (3,668,654)
                                                                          -----------   -------------
                                                                          -----------   -------------

 LOSS PER COMMON SHARE (Note 3)...................................        $     (0.67)  $       (0.60)
                                                                          -----------   -------------
                                                                          -----------   -------------

 LOSS PER COMMON SHARE--assuming dilution (Note 3) ...............        $     (0.67)  $       (0.60)
                                                                          -----------   -------------
                                                                          -----------   -------------

 WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING....................................................          4,766,073       6,088,250
                                                                          -----------   -------------
                                                                          -----------   -------------
</TABLE>

    The accompanying notes to these unaudited consolidated financial statements 
    are an integral part of these unaudited consolidated financial statements. 

                                       4
<PAGE>

              JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                                                             
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS 

<TABLE>
<CAPTION>
                                                                                   FOR THE THREE MONTHS
                                                                                       ENDED MARCH 31,
                                                                                ---------------------------
                                                                                    1998           1999
                                                                                ------------    -----------
<S>                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss.................................................................     $ (3,200,908)   $ (3,662,982)
  Adjustment to reconcile net loss to net cash provided by (used in) 
   operating activities:
    Depreciation and amortization..........................................        1,359,021       1,989,744 
    Amortization of debt offering costs....................................              --          181,604 
    Equity in income of subsidiaries.......................................          (38,412)         (4,187)
    Distributions received.................................................          200,000            --  
    Minority interest in net income (loss).................................           (6,785)         50,353 
    Net change in assets and liabilities:                                      
     Decrease (increase) in receivables....................................         (692,496)      3,785,246 
     Increase in receivables from affiliates...............................              --         (148,487)
     Decrease (increase) in prepaid expenses and other current assets......          (12,624)        264,669 
     Decrease (increase) in deferred commissions...........................          (26,272)         17,236 
     Decrease in tax benefit receivable from Jones International, Ltd......              --        1,338,402
     Increase in other assets..............................................          (44,475)       (248,696) 
     Increase (decrease) in accounts payable...............................          384,412        (274,831)
     Decrease in producers' fees payable...................................              --       (1,677,908)
     Decrease in accounts payable to Jones International. Ltd..............       (6,405,768)     (1,122,454)
     Increase (decrease) in accrued interest...............................          152,631      (2,643,750)
     Increase (decrease) in deferred revenues..............................          371,434        (102,327)
     Decrease in accrued and other liabilities.............................         (421,462)       (381,154)
     Increase in customer deposits.........................................            1,500         160,799
                                                                                ------------    ------------
     Net cash used in operating activities.................................       (8,380,204)     (2,478,723)
                                                                                ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment................................         (145,100)       (274,321)
  Purchase of available for sale securities................................              --         (480,694)
  Cable programming distribution agreements payments.......................              --       (1,470,941)
  Purchases of programming.................................................         (686,573)        (82,780)
                                                                                ------------    ------------
     Net cash used in investing activities.................................         (831,673)     (2,308,736)
                                                                                ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in debt offering costs..........................................           (4,033)           --  
  Repayment of borrowings..................................................       (6,554,500)           --  
  Repayment of capital lease obligations...................................         (575,842)           --  
  Proceeds from borrowings.................................................       16,704,500            --
                                                                                ------------    ------------
     Net cash provided by financing activities.............................        9,570,125            --
                                                                                ------------    ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...........................          358,248      (4,787,459)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............................        3,717,169      20,654,013
                                                                                ------------    ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD...................................     $  4,075,417    $ 15,866,554
                                                                                ------------    ------------
                                                                                ------------    ------------
                                                                                                

SUPPLEMENTAL CASH FLOW DISCLOSURES:

  Interest paid............................................................     $  1,428,883    $  5,581,250 
                                                                                ------------    ------------

  Income tax benefit.......................................................     $   (267,575)   $     19,464 
                                                                                ------------    ------------
</TABLE>

    The accompanying notes to these unaudited consolidated financial statements 
     are an integral part of these unaudited consolidated financial statements.
                                          
                                       5
<PAGE>

             JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 


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

     This Form 10-Q is being filed by Jones International Networks, Ltd. and 
its subsidiaries (the "Company").  The accompanying consolidated statements 
of financial position as of December 31, 1998 and March 31, 1999, the 
consolidated statements of operations for the three months ended March 31, 
1998 and 1999, and the statements of cash flows for the three months ended 
March 31, 1998 and 1999, are unaudited.  This Form 10-Q is being filed in 
conformity with the SEC requirements for unaudited financial statements and 
does not contain all of the necessary footnote disclosures required for a 
complete presentation of the consolidated statements of financial position, 
consolidated statements of operations and consolidated statements of cash 
flows in conformity with generally accepted accounting principles.   However, 
in the opinion of management, these statements include all adjustments, 
consisting of normal recurring adjustments, necessary for the fair 
presentation of results for these interim periods. The results of operations 
for the three months ended March 31, 1999 are not necessarily indicative of 
results to be expected for the entire year, or for any other interim period. 

     COMPREHENSIVE INCOME--Adjustments to comprehensive income represent the 
net change in unrealized gains on available for sale securities.

     USE OF ESTIMATES--The preparation of financial statements in conformity 
with generally accepted accounting principles requires the Company to make 
estimates and assumptions that affect the reported amounts of revenues and 
expenses during the reporting period.  Actual results could differ from those 
estimates.

     RECLASSIFICATIONS--Cable programming distribution agreements (previously 
described as subscriber incentive payments) are amortized using the 
straight-line method over the term of the affiliate agreement.
                                                                            
(2) TRANSACTIONS WITH AFFILIATED ENTITIES 

     The Company is a subsidiary of Jones International, Ltd. ("Jones 
International"), a holding company with ownership interests in several 
companies involved in various aspects of the telecommunications industry. 
Jones International is wholly owned by Glenn R. Jones, Chairman and Chief 
Executive Officer of Jones International and various other subsidiaries of 
Jones International. Certain members of management of the Company are also 
officers or directors of these affiliated entities and, from time to time, 
the Company may have transactions with these entities. Certain expenses are 
paid by affiliated entities on behalf of the Company and are allocated at 
cost based on specific identification or other methods which management 
believes are reasonable. Principal recurring transactions with affiliates, 
excluding Galactic/Tempo, d/b/a Superaudio ("Superaudio"),  are described 
below.

     TELEVISION PROGRAMMING REVENUES--The Company earns up to a three percent 
commission on the sale of airtime for informational programming on Knowledge 
TV, Inc. ("KTV").  For the three months ended March 31, 1998 and 1999, KTV 
paid total commissions to the Company of approximately $52,000 and $45,000, 
respectively, for this service.

     The Company distributes Great American Country to certain cable 
television systems owned or managed by Jones Intercable, Inc. ("Jones 
Intercable"). For the three months ended March 31, 1998 and 1999, Jones 
Intercable and its affiliated partnerships paid total license fees to the 
Company of approximately $235,000 and $237,000, respectively, for this 
service.

     SATELLITE DELIVERY AND PRODUCTION SUPPORT REVENUES--Jones Earth Segment, 
Inc. ("Earth Segment"), a subsidiary of the Company, provides playback, 
editing, duplication and uplinking services primarily to its cable 
programming network affiliates. Earth Segment charges affiliates for its 
services using rates which are calculated to achieve a specified rate of 
return on investment to Earth Segment.  For the three months ended March 31, 
1998 and 1999, Jones International and its affiliates paid satellite delivery 
and production supports charges to the Company of approximately $922,000 and 
$911,000, respectively, for these services.

                                       6
<PAGE>

                JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                          
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                          
                                          

          In addition, Jones Space Holdings, Inc. ("Space Holdings"), a 
subsidiary of the Company, subleases two digitally compressed channels on a 
non-preemptible satellite transponder to Jones International and its 
affiliates.  For the three months ended March 31, 1998 and 1999, Jones 
International and its affiliates paid satellite delivery charges to the 
Company of approximately $235,000 and $369,000, respectively, for this 
service.

          TELEVISION PROGRAMMING EXPENSES--The Product Information Network 
Venture, Inc. ("PIN Venture") pays a significant portion of the revenues 
generated by its infomercial programming in the form of system rebates to all 
cable systems which enter into agreements to air such programming. For the 
three months ended March 31, 1998, the PIN Venture paid Jones Intercable and 
its affiliated partnerships, Cox Communications and Adelphia Communications 
approximately $1,410,000 for system rebates.  Effective December 31, 1998, 
the Company acquired the remaining Adelphia Communications equity interest in 
the PIN Venture in exchange for 12,416 shares of the Company's Class A Common 
Stock.  As a result, Adelphia Communication is no longer an affiliated party 
to the PIN Venture as of January 1, 1999.  For the three months ended March 
31, 1999, the PIN Venture paid Jones Intercable and its affiliated 
partnerships and Cox Communications approximately $1,162,000 for system 
rebates.

          Jones Network Sales ("JNS"), a wholly owned subsidiary of Jones 
International, provides affiliate sales and certain marketing services to the 
Company.  For the three months ended March 31, 1998 and 1999, the Company 
paid JNS approximately $282,000 and $425,000, respectively, for these 
services.

          SATELLITE DELIVERY AND PRODUCTION SUPPORT EXPENSES--Jones Galactic 
Radio, Inc. ("Galactic Radio") has a transponder lease agreement with Jones 
Satellite Holdings, Inc. ("Satellite Holdings"), an affiliate of the Company, 
for the use of the sub-carriers on a non-preemptible satellite transponder. 
This agreement allows Galactic Radio to use a portion of the transponder to 
distribute its audio programming. Satellite Holdings has the right to 
terminate the license agreement at any time upon 30 days written notice to 
Galactic Radio. The Company agreed to pay Satellite Holdings approximately 
$58,000 per month. This agreement will expire May 2004.  For each of the 
three months ended March 31, 1998 and 1999, the Company paid Satellite 
Holdings approximately $174,000 for this service.

          GENERAL AND ADMINISTRATIVE EXPENSES--The Company subleases office 
space in Englewood, Colorado from affiliates of Jones International. Rent and 
associated expenses are allocated to the Company based on the amount of 
square footage it occupies. For the three months ended March 31, 1998 and 
1999, the Company paid these affiliates approximately $25,000 and $34,000, 
respectively, for rent and associated expenses.

          An affiliate of Jones International provides computer hardware and 
software support services to the Company.  For the three months ended March 
31, 1998 and 1999, the Company paid the affiliate approximately $145,000 and 
$211,000, respectively, for such services.

          The Company and its consolidated subsidiaries reimburse Jones 
International and its affiliates for certain allocated administrative 
expenses. These expenses generally consist of salaries and related benefits. 
Allocations of personnel costs are generally based on actual time spent by 
affiliated associates with respect to the Company. For the three months ended 
March 31, 1998 and 1999, the Company paid Jones International and its 
affiliates approximately $274,000 and $268,000, respectively, for these 
administrative expenses.

          To assist funding its operating and investing activities, the 
Company has borrowed funds from Jones International. Jones International's 
interest rate is calculated using the published prime rate plus two percent. 
Jones International charged interest on its advances to the Company at rates 
of approximately 10 percent per annum for the three months ended March 31, 
1998 and 1999.  For the three months ended March 31, 1998 and 1999, the 
Company paid Jones International interest of approximately $266,000 and 
$38,000, respectively.  In the first quarter of 1999, Jones International 
elected to repay the income tax benefit receivable of approximately 
$1,335,000 through a reduction of the intercompany balance between the 
Company and Jones International.  The remaining intercompany balance of 
approximately $255,000 was repaid in April 1999.

                                       7
<PAGE>

                JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                          
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(3) LOSS PER COMMON SHARE

          Basic loss per common share is computed by dividing net loss by the 
weighted average number of common shares outstanding during the respective 
period.  Diluted loss per common share is equal to basic loss per common 
share as all potentially dilutive securities are anti-dilutive.

(4) UNAUDITED CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY 
GUARANTORS

          In 1998, the Company issued $100 million of Senior Secured Notes 
(the "Notes"). The Notes are senior obligations of the Company.  The Notes 
rank pari passu in right of payment with all existing and future senior 
indebtedness of the Company and rank senior to all existing and future 
subordinated obligations of the Company.  The Notes are secured by the 
capital stock of the Company's subsidiary, JPN, Inc., and its direct 
subsidiaries.  The Notes are fully and unconditionally guaranteed, jointly 
and severally, on a senior unsecured basis by the following wholly-owned 
subsidiaries of the Company: JPN, Inc., Space Holdings, Earth Segment, Jones 
Infomercial Networks, Inc., Jones Radio Holdings, Inc., Great American 
Country, Inc., Galactic Radio, Jones Infomercial Network Ventures, Inc., 
Jones Galactic Radio Partners, Inc., Jones Radio Network, Inc., Jones Audio 
Services, Inc., Jones Radio Network Ventures, Inc., MediaAmerica, Inc. and 
Jones MAI Radio, Inc., and Jones/Owens Radio Programming LLC, ("JORP") 
(collectively, the "Subsidiary Guarantors").  The only existing subsidiaries 
of the Company that did not guarantee the Notes are the following three 
entities: the PIN Venture, a general partnership in which the Company, 
through a Subsidiary Guarantor, owns a 55.3% interest; Superaudio, a general 
partnership in which the Company, through a Subsidiary Guarantor, owns a 50% 
interest and Jones/Capstar Venture Radio Programming LLC, a limited liability 
company in which the Company, through a Subsidiary Guarantor, owns a 50% 
interest (collectively, the "Non-Guarantor Subsidiaries").  The Company has 
not presented separate financial statements and other disclosures concerning 
the Subsidiary Guarantors that are wholly owned because management has 
determined that such information is not material to investors.  In lieu 
thereof, the Company is providing, under Section 13 and 15 (d) of the 
Securities Exchange Act of 1934, presentation of the following supplemental 
unaudited condensed consolidating financial statements.  Presented below is 
unaudited condensed consolidating financial information for the Company and 
its subsidiaries as of and for the three months ended March 31, 1998 and 1999.

                                       8
<PAGE>

                JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                          
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

        UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF FINANCIAL POSITION - 
                              AS OF MARCH 31, 1999:
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         NON-
                                                            THE         SUBSIDIARY     GUARANTOR      ELIMINATION
                                                          COMPANY       GUARANTORS    SUBSIDIARIES      ENTRIES   REPORTED
                                                          -------       ----------    ------------    ---------   --------
<S>                                                       <C>           <C>           <C>             <C>        <C>
ASSETS:

Cash and cash equivalents............................     $  6,576       $  1,866      $   2,760    $     --     $ 11,202 
Restricted cash......................................        4,664             --            --           --        4,664 
Available for sale securities........................        3,244             --            --           --        3,244 
Accounts receivable..................................           --          7,979             72          (1)       8,050 
Other current assets.................................           64            680             11          --          755
                                                          --------       --------      ---------    --------     --------
          Total current assets.......................       14,548         10,525          2,843          (1)      27,915
                                                          --------       --------      ---------    --------     --------
Property, plant and equipment........................            6         25,490            385          --       25,881 
Goodwill  ...........................................           --         32,156            --           --       32,156 
Intangible assets....................................        9,747          4,350              2          --       14,099
Other long-term assets...............................       23,065        (21,571)           207        (835)         866
                                                          --------       --------      ---------    --------     --------
          Total assets...............................     $ 47,366       $ 50,950      $   3,437    $   (836)    $100,917 
                                                          --------       --------      ---------    --------     --------
                                                          --------       --------      ---------    --------     --------
LIABILITIES AND SHAREHOLDERS'
   INVESTMENT (DEFICIT):

Accounts payable.....................................      $   510       $  2,011      $     --     $     --     $  2,521 
Producers' fees payable..............................           --          4,245            --           --        4,245 
Accrued liabilities..................................        3,198         (1,540)         1,225          (1)       2,882 
Other current liabilities............................      (42,554)        46,128            554                    4,128
                                                          --------       --------      ---------    --------     --------
          Total current liabilities..................      (38,846)        50,844          1,779          (1)      13,776
                                                          --------       --------      ---------    --------     --------
Senior secured notes.................................      100,000             --            --           --      100,000 
Other long-term liabilities..........................           --            311            --           --          311
                                                          --------       --------      ---------    --------     --------
          Total long-term liabilities................      100,000            311            --           --      100,311
                                                          --------       --------      ---------    --------     --------
Minority interests...................................           --             --            --          618          618 
Common stock subject to put..........................        1,213             --            --           --        1,213 
Shareholders' investment (deficit):
     Class A Common Stock............................           42             --            --           --           42 
     Class B Common Stock............................           18             --            --           --           18 
     General Partners' Contributions.................           --             --            350        (350)          --
     Additional paid-in capital......................       27,447             --            --           --       27,447 
     Other comprehensive income......................            3             --            --           --            3 
     Retained earnings (accumulated deficit).........      (42,511)          (205)         1,308      (1,103)     (42,511)
                                                          --------       --------      ---------    --------     --------
          Total shareholders'investment (deficit)....      (15,001)          (205)         1,658      (1,453)     (15,001)
                                                          --------       --------      ---------    --------     --------
          Total liabilities and shareholders'         
            investment (deficit).....................     $ 47,366      $  50,950       $  3,437    $   (836)    $100,917
                                                          --------       --------      ---------    --------     --------
                                                          --------       --------      ---------    --------     --------
</TABLE>

                                       9
<PAGE>

                JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                          
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

     UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS - FOR THE THREE
                            MONTHS ENDED MARCH 31, 1999:
                                   (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                     NON-
                                                            THE       SUBSIDIARY   GUARANTOR   ELIMINATION
                                                           COMPANY    GUARANTORS  SUBSIDIARIES   ENTRIES    REPORTED
                                                           -------    ----------  ------------   -------    --------
<S>                                                       <C>         <C>         <C>          <C>         <C>
INCOME STATEMENT DATA:
     REVENUES:
     Radio programming................................... $   --       $ 2,959      $   --      $   --    $  2,959 
     Radio advertising representation....................     --         1,576          --          --       1,576 
     Television programming..............................     --         1,028        4,769         --       5,797 
     Satellite delivery and production support...........     --         2,555          --         (382)     2,173
                                                          -------      -------      -------     -------   --------
          Total revenues.................................     --         8,118        4,769        (382)    12,505
                                                          -------      -------      -------     -------   --------
     OPERATING EXPENSES:
     Radio programming...................................     --         2,498          --          --       2,498 
     Radio advertising representation....................     --           947          --          --         947 
     Television programming..............................     --           917        4,479        (382)     5,014 
     Satellite delivery and production support...........     --         1,316          --          --       1,316 
     Selling and marketing...............................     --         1,314           47         --       1,361 
     General and administrative..........................     349        1,593          141         --       2,083
                                                          -------      -------      -------     -------   --------
          Total operating expenses.......................     349        8,585        4,667        (382)    13,219
                                                          -------      -------      -------     -------   --------
          OPERATING INCOME (LOSS)........................    (349)        (467)         102         --        (714)
                                                          -------      -------      -------     -------   --------
     OTHER EXPENSE (INCOME):
     Interest expense....................................   3,157          --           --          --       3,157 
     Interest income.....................................    (236)         (20)         (21)        --        (277)
     Equity share of loss (income) of subsidiaries ......     269         (340)         --           67         (4)
     Other expense (income), net.........................      --            2            2         --           4
                                                          -------      -------      -------     -------   --------
          Total other expense (income)...................   3,190         (358)         (19)         67      2,880
                                                          -------      -------      -------     -------   --------
     Income (loss) before income taxes and minority
        Interests........................................  (3,539)        (109)         121         (67)    (3,594)
     Income tax provision................................      --          --            19         --          19
                                                          -------      -------      -------     -------   --------

     Income (loss) before minority interests.............  (3,539)        (109)         102         (67)    (3,613)
     Minority interests in net income of consolidated
        subsidiaries ....................................      --          --           --           50         50
                                                          -------      -------      -------     -------   --------
     NET INCOME (LOSS)................................... $(3,539)     $  (109)     $   102     $  (117)  $ (3,663)
                                                          -------      -------      -------     -------   --------
                                                          -------      -------      -------     -------   --------
</TABLE>

                                       10
<PAGE>

               JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                         
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                   UNAUDITED CONDENSED CONSOLIDATING CASH FLOWS - 
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999:
                                   (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                      NON-
                                                              THE      SUBSIDIARY   GUARANTOR   ELIMINATION
                                                            COMPANY    GUARANTORS  SUBSIDIARIES   ENTRIES   REPORTED
                                                            --------   ----------  ------------   -------   --------
<S>                                                        <C>         <C>         <C>          <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)....................................    $  (3,539)   $   (109)    $   102     $  (117)  $ (3,663)
  Adjustment  to reconcile  net income (loss) to net cash
    provided by (used in) operating activities:
    Non-cash expenses..................................          211       1,845          44         117      2,217
    Net change in assets and liabilities...............       (2,832)        909         890         --      (1,033)
                                                            --------    --------     -------     -------   --------
      
     Net cash provided by (used in) operating activities      (6,160)      2,645       1,036         --      (2,479) 
                                                            --------    --------     -------     -------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment............          --         (181)        (93)        --        (274)
  Purchase of investments..............................         (481)       --           --          --        (481)
  Purchase of intangible assets........................          --       (1,554)        --          --      (1,554)
                                                            --------    --------     -------     -------   --------
           
     Net cash used in investing activities.............         (481)     (1,735)        (93)        --      (2,309)
                                                            --------    --------     -------     -------   --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......       (6,641)        910         943         --      (4,788)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.........       17,881         956       1,817         --      20,654
                                                            --------    --------     -------     -------   --------
CASH AND CASH EQUIVALENTS, END OF PERIOD...............     $ 11,240    $  1,866     $ 2,760     $   --    $ 15,866
                                                            --------    --------     -------     -------   --------
                                                            --------    --------     -------     -------   --------
</TABLE>

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS - FOR THE THREE
MONTHS ENDED MARCH 31, 1998:
                                   (IN THOUSANDS)

<TABLE>
                                                                                    NON-
                                                              THE    SUBSIDIARY   GUARANTOR   ELIMINATION
                                                           COMPANY   GUARANTORS  SUBSIDIARIES   ENTRIES    REPORTED
                                                           -------   ----------  ------------   -------    --------
<S>                                                        <C>       <C>         <C>          <C>          <C>
INCOME STATEMENT DATA:
     REVENUES:
     Radio programming...................................  $  --       $ 1,582      $  --        $  --      $ 1,582 
     Television programming..............................       90         435       3,317          --        3,842 
     Satellite delivery and production support...........     --         1,655         --         (498)       1,157
                                                           -------     -------      ------       -----      -------
          Total revenues.................................       90       3,672       3,317        (498)       6,581
                                                           -------     -------      ------       -----      -------

     OPERATING EXPENSES:
     Radio programming...................................     --         1,605         --          --         1,605 
     Television programming..............................       43         769       3,176        (498)       3,490 
     Satellite delivery and production support...........     --         1,205         --          --         1,205 
     Selling and marketing...............................       28         678          88         --           794 
     General and administrative..........................      406         663         103         --         1,172
                                                           -------     -------      ------       -----      -------

          Total operating expenses.......................      477       4,920       3,367        (498)       8,266
                                                           -------     -------      ------       -----      -------
     OPERATING LOSS......................................     (387)     (1,248)        (50)        --        (1,685)
                                                           -------     -------      ------       -----      -------
     OTHER EXPENSE (INCOME):
     Interest expense....................................      472         870         --          --         1,342 
     Interest income.....................................       (3)         (1)        (44)        --           (48)
     Equity share of loss (income) of subsidiaries.......    1,642      (1,642)        (39)        --           (39)
     Other expense (income), net.........................      --          --          --          --          --
                                                           -------     -------      ------       -----      -------
          Total other expense (income)...................    2,111        (773)        (83)        --         1,255
                                                           -------     -------      ------       -----      -------
     Income (loss) before income taxes                                                            
        and minority interests...........................   (2,498)       (475)         33         --        (2,940)
     Income tax provision................................      --          268         --          --           268
                                                           -------     -------      ------       -----      -------

     Income (loss) before minority interests.............   (2,498)       (743)         33         --        (3,208)
     Minority interests in net loss
        of consolidated subsidiaries.....................      --          --          --           (7)          (7)
                                                           -------     -------      ------       -----      -------
     NET INCOME (LOSS)...................................  $(2,498)     $ (743)     $   33       $   7      $(3,201)
                                                           -------     -------      ------       -----      -------
                                                           -------     -------      ------       -----      -------
</TABLE>

                                       11
<PAGE>

               JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                         
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                 UNAUDITED CONDENSED CONSOLIDATING CASH FLOWS - 
                   FOR THE THREE MONTHS ENDED MARCH 31, 1998:
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                    NON-
                                                             THE     SUBSIDIARY   GUARANTOR   ELIMINATION
                                                           COMPANY   GUARANTORS  SUBSIDIARIES   ENTRIES    REPORTED
                                                           --------  ----------  ------------   -------    --------
<S>                                                        <C>       <C>         <C>          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)....................................    $ (2,498)  $   (743)   $      33    $       7  $  (3,201)
                                                           --------   --------    ---------    ---------  ---------
  Adjustment  to reconcile  net income (loss) to net cash
    provided by (used in) operating activities:
    Non-cash expense (income)..........................         200      1,140          (19)          (7)     1,314
    Distributions received.............................          --        200           --         --          200
    Net change in assets and liabilities...............       2,775     (9,366)        (102)                 (6,693)
                                                           --------   --------    ---------    ---------  ---------
                                                                                                    --
     Net cash provided by (used in) operating activities        477     (8,769)         (88)        --       (8,380)
                                                           --------   --------    ---------    ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment............          --       (116)         (29)        --         (145)
  Purchases of intangible assets.......................          --       (687)          --         --         (687)
                                                           --------   --------    ---------    ---------  ---------
     Net cash used in investing activities.............          --       (803)         (29)        --         (832)
                                                           --------   --------    ---------    ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in deferred offering costs..................          (4)        --           --         --           (4)
  Proceeds from borrowings.............................          --     16,705           --         --       16,705
  Repayment of borrowings..............................          --     (6,555)          --         --       (6,555)
  Repayment of capital lease obligations...............          --       (576)          --         --         (576)
                                                           --------   --------    ---------    ---------  ---------
     Net cash provided by (used in) financing activities         (4)     9,574           --         --        9,570
                                                           --------   --------    ---------    ---------  ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......         473          2         (117)        --          358
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.........         (25)        79        3,663         --        3,717
                                                           --------   --------    ---------    ---------  ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD...............    $    448   $     81    $   3,546      $  --    $   4,075
                                                           --------   --------    ---------    ---------  ---------
                                                           --------   --------    ---------    ---------  ---------
</TABLE>

(5) CONTINGENCIES

          GAC EQUITY AGREEMENT--In the first quarter of 1998, Great American 
Country and the Company entered into an equity affiliate agreement with a 
multiple cable system operator ("MSO").  Pursuant to the terms of such 
agreement, the Company agreed to issue shares of Class A Common Stock to this 
MSO in return for this MSO delivering Great American Country's programming to 
no less than 550,000 subscribers by May 31, 1998 and an additional 150,000 
subscribers by December 31, 1999.  The total number of shares of Class A 
Common Stock to be issued is based on the number of subscribers provided by 
the MSO.  Based on the number of subscribers receiving Great American 
Country's programming as of March 31, 1999, the Company is currently required 
to issue a total of 106,603 shares of Class A Common Stock.   As of March 31, 
1999, 101,124 shares of Class A Common Stock had been issued to this MSO.

(6) REPORTABLE SEGMENTS

          The Company has four reportable segments: radio programming and 
representation, television programming, satellite delivery and production 
support, and corporate.  The radio programming and representation segment 
produces programming that it distributes to radio stations and sells 
advertising on nationally syndicated radio programs.  The television 
programming segment provides cable television programming to cable television 
system operators and other video distributors.  The satellite delivery and 
production support segment provides satellite delivery, uplinking, 
trafficking, playback and other services to affiliates and third parties.  
The corporate segment includes personnel and associated costs for the 
Company's executive and management staff, operational support and other items 
such as accounting and financial reporting and debt offering costs.

          The Company evaluates performance based on profit or loss from 
operations before income taxes not including nonrecurring gains and losses.  
The Company's reportable segments are strategic business units that offer 
different services and products.  They are managed separately because each 
business requires different technology and marketing strategies.  Reportable 
segments are presented as follows in accordance with the requirements of SFAS 
131, "Disclosures about Segments of an Enterprise and Related Information":

                                       12
<PAGE>

               JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                         
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                          REPORTED SEGMENT PROFIT OR LOSS,
                                 AND SEGMENT ASSETS
                AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1999:

<TABLE>
<CAPTION>
                                                          Radio                     Satellite
                                                       Programming                Delivery and
                                                           and        Television   Production
                                                     Representation   Programming    Support     Corporate      Total
                                                     ---------------  -----------    -------     ---------      -----
<S>                                                  <C>              <C>         <C>           <C>          <C>
Revenue from external customers.....................    $4,535,000    $ 5,797,000  $ 2,173,000  $        --  $ 12,505,000 
Intersegment revenues...............................            --             --      860,000           --       860,000 
Interest income.....................................       (21,000)       (21,000)          --     (235,000)     (277,000)
Interest expense....................................            --             --           --    3,157,000     3,157,000 
Depreciation and amortization.......................       573,000        396,000    1,019,000        2,000     1,990,000 
Equity in income of subsidiaries....................        (4,000)            --           --           --        (4,000)
Segment income (loss)...............................    (1,003,000)      (234,000)     846,000   (3,272,000)   (3,663,000)
Capital expenditures................................        75,000        119,000       80,000           --       274,000 
Segment assets......................................    45,186,000     13,899,000   22,253,000   47,621,000   128,959,000 

RECONCILIATIONS OF REPORTABLE SEGMENT REVENUE AND 
ASSETS:

REVENUES
Total revenues for reportable segments..............                                                         $ 13,365,000 
Other revenues......................................                                                                   --
Elimination of intersegment revenues................                                                             (860,000)
                                                                                                             ------------

  Total consolidated revenues.......................                                                         $ 12,505,000
                                                                                                             ------------
                                                                                                             ------------

ASSETS
Total assets for reportable segments................                                                         $128,959,000
Elimination of investment in subsidiaries...........                                                          (28,042,000)
                                                                                                             ------------

  Total consolidated assets.........................                                                         $100,917,000
                                                                                                             ------------
                                                                                                             ------------
</TABLE>

                                       13
<PAGE>

               JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                         
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                          REPORTED SEGMENT PROFIT OR LOSS,
                                 AND SEGMENT ASSETS
                AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1998:

<TABLE>
<CAPTION>
                                                         Radio                      Satellite
                                                       Programming                 Delivery And
                                                           and        Television    Production
                                                     Representation   Programming     Support     Corporate     Total
                                                     --------------   -----------     -------     ---------     -----
<S>                                                  <C>             <C>           <C>          <C>          <C>
Revenue from external customers.....................   $ 1,582,000   $  3,842,000  $ 1,157,000  $        --  $ 6,581,000 
Intersegment revenues...............................            --             --      998,000           --      998,000 
Interest income.....................................        (1,000)       (44,000)          --       (3,000)     (48,000)
Interest expense....................................            --             --      870,000      472,000    1,342,000 
Depreciation and amortization.......................       259,000         74,000    1,025,000        1,000    1,359,000 
Equity in income of subsidiaries....................       (39,000)            --           --           --      (39,000)
Segment loss........................................      (989,000)      (173,000)    (913,000)  (1,126,000)  (3,201,000)
Capital expenditures................................        88,000         46,000        7,000        4,000      145,000 
Segment assets......................................     6,366,000      8,276,000   24,859,000    2,008,000   41,509,000 

RECONCILIATIONS  OF REPORTABLE  SEGMENT  REVENUE AND
ASSETS:

REVENUES
Total revenues for reportable segments..............                                                         $ 7,579,000 
Other revenues......................................                                                                  --
Elimination of intersegment revenues................                                                            (998,000)
                                                                                                             -----------
  Total consolidated revenues.......................                                                         $ 6,581,000
                                                                                                             -----------
                                                                                                             -----------

ASSETS
Total assets for reportable segments................                                                         $41,509,000 
Elimination of investment in subsidiaries...........                                                             (14,000)
                                                                                                             -----------
  Total consolidated assets.........................                                                         $41,495,000
                                                                                                             -----------
                                                                                                             -----------
</TABLE>

                                       14
<PAGE>

               JONES INTERNATIONAL NETWORKS, LTD. AND SUBSIDIARIES 
                                         
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(7) SUBSEQUENT EVENTS

          As a result of the transfer of a controlling interest in Jones 
Intercable from Jones International and its affiliates to Comcast Corporation 
in April 1999, Jones Intercable will no longer share in many of the 
administrative and related expenses which have historically been shared by 
the various entities affiliated with Mr. Jones, including the Company.  
Because Jones Intercable was the largest of such sharing entities, its 
exclusion from the allocation process may cause the Company to incur material 
increases in certain overhead and related costs, including rent, computer 
services, insurance, and personnel costs for accounting, legal, risk 
management and human resources services.
                                          
          In April 1999, the Company entered into an agreement with a third 
party, subject to certain conditions, to lease a digital channel on one 
satellite transponder as well as provide uplinking and playback services 
beginning June 15, 1999.  The term of this lease will continue through the 
end of the life of the satellite, which is currently estimated to be May 1, 
2005.















                                       15
<PAGE>

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


          The following discussion of results of the Company's financial 
condition and results of operations contains, in addition to historical 
information, forward-looking statements that are based upon certain 
assumptions and are subject to a number of risks and uncertainties.  The 
Company's actual results may differ significantly from the results predicted 
in such forward-looking statements.
          
RESULTS OF OPERATIONS 

          The following table sets forth the amount of, and percentage 
relationship to total net revenues of, certain items included in the 
Company's historical unaudited consolidated statements of operations for the 
three months ended March 31, 1998 and 1999, respectively:

REPORTED RESULTS: 

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED MARCH 31,
                                                                      1998                    1999
                                                             ----------------------   -------------------
                                                                           ( IN THOUSANDS)
<S>                                                          <C>             <C>      <C>          <C>
        REVENUES:
           Radio programming...............................  $    1,582         24%   $ 2,959        24 %
           Radio advertising representation................         --          --      1,576        13
           Television programming..........................       3,842         58      5,797        46   
           Satellite delivery and production support.......       1,157         18      2,173        17
                                                                -------        ---    -------       ---
             Total revenues................................       6,581        100     12,505       100
                                                                -------        ---    -------       ---
        OPERATING EXPENSES:
           Radio programming...............................       1,605         24      2,498        20    
           Radio advertising representation................         --          --        947         8    
           Television programming..........................       3,490         53      5,014        40   
           Satellite delivery and production support.......       1,205         19      1,316        11   
           Selling and marketing...........................         794         12      1,361        11   
           General and administrative......................       1,172         18      2,083        16
                                                                -------        ---    -------       ---
             Total operating expenses......................       8,266        126     13,219       106
                                                                -------        ---    -------       ---
        OPERATING INCOME (LOSS)............................      (1,685)       (26)      (714)       (6)
                                                                -------        ---    -------       ---
        OTHER EXPENSE......................................       1,255         19      2,880        23   
        INCOME TAX PROVISION (BENEFIT) AND MINORITY
           INTERESTS.......................................         261          4         69         1
                                                                -------        ---    -------       ---
        NET LOSS...........................................     $(3,201)       (49%)  $(3,663)      (30%)
                                                                -------        ---    -------       ---
                                                                -------        ---    -------       ---
</TABLE>


THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 
1999

          TOTAL REVENUES--Total revenues increased $5.9 million, or 90%, from 
$6.6 million for the three months ended March 31, 1998 to $12.5 million for 
the three months ended March 31, 1999.  This increase was due to strong 
growth in all of the Company's operations as well as the acquisition of 
MediaAmerica, Inc. ("MediaAmerica").  On July 10, 1998, the Company acquired 
substantially all the assets and assumed certain of the liabilities of 
MediaAmerica.  MediaAmerica provides advertising sales representation 
services and also owns syndicated radio programming.  As a result of the 
acquisition, the Company generated $1.6 million in radio advertising 
representation revenues for the three months ended March 31, 1999.   The 
increase in television programming revenues was due to an increase in the 
number of subscribers receiving both Great American Country and Product 
Information Network.  The increase in satellite delivery and production 
support revenue was due to new agreements that the Company entered into in 
the second half of 1998.

            RADIO PROGRAMMING REVENUES-- Radio programming revenues increased 
$1.4 million, or 87%, from $1.6 million for the three months ended March 31, 
1998 to $3.0 million for the three months ended March 31, 1999, due primarily 
to an increase in radio advertising revenue.  Sales of network radio 
advertising for the first three months of 1998 were adversely affected by the 
January 1998 entry of a significant competitor into the market, which added 
approximately 20% more network radio advertising inventory into the 
marketplace, thereby increasing competition for network radio advertising 
dollars.  During late 1998, the Company began to experience improved 
advertising rates and sellout conditions and these trends have continued into 
early 1999.  






                                       16
<PAGE>

The upfront advertising market has been strong with approximately 43% more in 
gross network radio advertising booked as of late April 1999, as compared to 
the amount booked in the comparable period in the prior year.  Gross network 
radio advertising includes advertising bookings for both the Company's owned 
radio programming as well as its advertising representation customers.  Only 
a portion of the gross advertising revenues generated from the Company's 
advertising representation customers is recognized by the Company as 
advertising representation revenues.  Although the first quarter is 
traditionally weak, the Company believes the effect of the new significant 
competitor into network radio in early 1998 has been absorbed in the radio 
advertising market and believes the radio segment's financial results will 
continue to improve.  Additionally, the Company continues to concentrate on 
its development of personality driven talk and other programs, which the 
Company believes will appeal to both advertisers and listeners of the 
Company's radio programs and over the long-term, contribute to improved 
financial results.

          RADIO REPRESENTATION REVENUES--As a result of the acquisition of 
MediaAmerica, the Company generated radio representation revenue of $1.6 
million for the three months ended March 31, 1999.

          TELEVISION PROGRAMMING REVENUES--Television programming revenues 
increased $2.0 million, or 51%, from $3.8 million for the three months ended 
March 31, 1998 to $5.8 million for the three months ended March 31, 1999, due 
primarily to: (i) an increase of $1.4 million in Product Information Network 
advertising revenues and an increase of $0.5 million in Great American 
Country advertising revenues due to higher advertising rates being charged 
for airtime as a result of an increase in the number of subscribers receiving 
the Product Information Network and the Great American Country and (ii) an 
increase of $0.1 million in Great American Country affiliate fees due to an 
increase in the number of subscribers paying affiliate fees.

          SATELLITE DELIVERY AND PRODUCTION SUPPORT REVENUES--Satellite 
delivery and production support revenues increased $1.0 million, or 88%, from 
$1.2 million for the three months ended March 31, 1998 to $2.2 million for 
the three months ended March 31, 1999 due to (i) three new third party 
agreements that the Company entered into in the second half of 1998 to 
provide satellite transponder and related services resulting in $0.9 million 
in revenues and (ii) and an increase in $0.1 million in satellite delivery 
and production support fees charged to related parties.

          TOTAL OPERATING EXPENSES--Total operating expenses increased $5.0 
million, or 60%, from $8.2 million for the three months ended March 31, 1998 
to $13.2 million for the three months ended March 31, 1999. As a percentage 
of total revenues, total operating expenses decreased from 126% for the three 
months ended March 31, 1998 to 106% for the three months ended March 31, 1999.

          RADIO PROGRAMMING EXPENSES--Radio programming expenses increased 
$0.9 million, or 56%, from $1.6 million for the three months ended March 31, 
1998 to $2.5 million for the three months ended March 31, 1999 due primarily 
to an increase in the number of syndicated radio programs offered by the 
Company as a result of the acquisition of MediaAmerica.  As a percentage of 
radio programming revenues, radio programming expenses decreased from 101% 
for the three months ended March 31, 1998 to 84% for the three months ended 
March 31, 1999.

          RADIO ADVERTISING REPRESENTATION EXPENSES--As the result of the 
acquisition of MediaAmerica, the Company generated radio representation 
expenses of $0.9 million for the three months ended March 31, 1999.  These 
expenses represent 60% of radio advertising representation revenues for the 
three months ended March 31,1999.

          TELEVISION PROGRAMMING EXPENSES--Television programming expenses 
increased $1.5 million, or 44%, from $3.5 million for the three months ended 
March 31, 1998 to $5.0 million for the three months ended March 31, 1999, due 
primarily to an increase in the amounts paid to cable systems receiving the 
Product Information Network. For the three months ended March 31, 1998 and 
1999, the PIN Venture made rebates of approximately 75% and 82%, 
respectively, of its advertising revenues to these systems.  As a percentage 
of television programming revenues, television programming expenses decreased 
from 91% for the three months ended March 31, 1998 to 87% for the three 
months ended March 31, 1999.

          SATELLITE DELIVERY AND PRODUCTION SUPPORT EXPENSES--Satellite 
delivery and production support expenses increased $0.1 million, or 9%, from 
$1.2 million for the three months ended March 31, 1998 to $1.3 million for 
the three months ended March 31, 1999.  The increase is due primarily to 
additional third party and affiliate usage of the Company's uplinking and 
playback services.  As a percentage of satellite delivery and production 
support revenues, satellite delivery and production support expenses 
decreased from 104% for the three months ended March 31, 1998 to 61% for the 
three months ended 

                                       17
<PAGE>

March 31, 1999.

          SELLING AND MARKETING EXPENSES--Selling and marketing expenses 
increased $0.6 million, or 71%, from $0.8 million for the three months ended 
March 31, 1998 to $1.4 million for the three months ended March 31, 1999 due 
to (i) an increase of $0.5 million in selling and marketing expenses from the 
acquisition of MediaAmerica and (ii) an increase of $0.1 million in marketing 
expenses due to the increased marketing efforts undertaken to increase the 
distribution of Great American Country.  As a percentage of total revenues, 
selling and marketing expenses decreased from 12% for the three months ended 
March 31, 1998 to 11% for the three months ended March 31, 1999.

          GENERAL AND ADMINISTRATIVE EXPENSES--General and administrative 
expenses increased $0.9 million, or 78%, from $1.2 million for the three 
months ended March 31, 1998 to $2.1 million for the three months ended March 
31, 1999.  The increase is due to (i) an increase of $0.5 million in 
amortization expenses related to the amortization of Great American Country 
cable programming distribution agreements and goodwill from the acquisition 
of MediaAmerica and (ii) an increase of $0.4 million due to the acquisition 
of MediaAmerica.  As a percentage of total revenues, general and 
administrative expenses decreased from 18% for the three months ended March 
31, 1998 to 17% for the three months ended March 31, 1999.

          TOTAL OTHER EXPENSE--Total other expense increased $1.6 million, or 
129%, from $1.3 million for the three months ended March 31, 1998 to $2.9 
million for the three months ended March 31, 1999.  This increase is due 
primarily to (i) an increase of $3.0 million in interest expense related to 
the offering by the Company of $100 million of 113/4% Senior Secured Notes in 
July 1998 (the "Notes") and an increase of $0.2 million related to the 
amortization of deferred debt offering costs.  This increase was partially 
offset by a decrease of $1.4 million in interest expense from the prepayment 
of capital leases and other debt and an increase of $0.2 million in interest 
income from cash and cash equivalents and available for sale securities.

LIQUIDITY AND CAPITAL RESOURCES 

          The Company's ability to successfully implement its growth 
strategies is subject to the availability of cash generated from operations 
and equity and/or debt financing.  The Company had cash, cash equivalents, 
and available for sale securities of $19.1 million as of March 31, 1999, 
including $4.7 million of cash escrowed in a reserve account to be used 
solely for payment of interest on the Notes and acquisitions.  There can be 
no assurance that the Company will have sufficient cash flow from operations 
after debt service to support its growth strategies.  In addition, there can 
be no assurance that the capital resources necessary to accomplish the 
Company's growth strategies over the long term will be available, or if 
available, will be on terms and conditions acceptable to the Company.

          Since its inception, the Company has incurred net losses primarily 
as a result of expenses associated with developing and launching its 
programming networks.  For the three months ended March 31, 1999, the Company 
incurred a net loss of ($3.7) million.  Net cash used in operating activities 
for the three months ended March 31, 1999 was ($2.5) million compared with 
net cash used in operations of ($8.4) million for the three months ended 
March 31, 1998.  Net cash used in operating activities for the three months 
ended March 31, 1998 included the net repayment of $6.4 million of advances 
from Jones International. For the three months ended March 31, 1999, the 
Company did not have any financing activities.

          The Company's investing activities in the first quarter of 1999 
totaled $2.3 million and consisted primarily of $1.5 million of cable 
programming distribution agreements payments for Great American Country and 
$0.3 million of capital expenditures.  Total capital expenditures for the 
balance of 1999 are estimated to be $1.3 million, which will be used 
primarily to purchase equipment to further digitally compress the Satcom C-3 
satellite transponder, upgrades of certain radio programming studios and to 
purchase satellite receivers.  Total cable programming affiliate payments for 
Great American Country for the balance of 1999 are estimated to be $4.0 
million to $4.5 million.

          The Company has received advances and loans from Jones 
International and related companies to fund its operating and investing 
activities in the past. Outstanding advances from Jones International and 
related parties at March 31, 1999 were approximately $0.3 million. In the 
first quarter of 1999, Jones International elected to pay the income tax 
benefit receivable of approximately $1.3 million through a reduction of the 
intercompany balance between the Company and Jones International.  The 
remaining intercompany balance of approximately $0.3 million was repaid in 
April 1999.  Jones International and such related companies are under no 
obligation to provide additional advances or loans to the Company.

                                       18
<PAGE>

           The Company depends, and will continue to depend, significantly 
upon the earnings and cash flows of, and dividends and distributions from, 
its subsidiaries to pay its expenses, meet its obligations and pay interest 
and principal on the Notes and its other indebtedness.  While the terms of 
the Company's joint ventures (including the PIN Venture) generally require 
the mutual consent of the Company and its joint venture partners to 
distribute or advance funds to the Company, there are no significant 
contractual restrictions on distributions from each of the Subsidiary 
Guarantors (as defined in the Indenture) to the Company. Management believes 
that the remaining proceeds from the Notes and operating cash flow, including 
the cash flows of, and dividends and distributions from its subsidiaries, 
will be sufficient to fund the Company's cash flow requirements at least 
through 1999.  The Company deposited $10.0 million of the proceeds of the 
offering of the Notes in a reserve account, from which approximately $5.6 
million was used to pay interest on the Notes in January 1999.  The Company 
intends to use the remaining proceeds in the reserve account for either the 
payment of interest on the Notes or for acquisitions, as allowed under the 
terms of the Indenture.

          As a result of the transfer of a controlling interest in Jones 
Intercable from Jones International and its affiliates to Comcast Corporation 
in April 1999, Jones Intercable will no longer share in many of the 
administrative and related expenses which have historically been shared by 
the various entities affiliated with Mr. Jones, including the Company.  
Because Jones Intercable was the largest of such sharing entities, its 
exclusion from the allocation process may cause the Company to incur material 
increases subsequent to the closing of the accelerated exercise of the option 
in certain overhead and related costs, including rent, computer services, 
insurance, and personnel costs for accounting, legal, risk management and 
human resources services.

IMPACT OF THE YEAR 2000 ISSUE 

          The Year 2000 issue is the result of many computer programs being 
written such that they will malfunction when reading a year of "00."  This 
problem could cause system failure or miscalculations causing disruptions of 
business processes.

          The Company initiated an assessment of how the Year 2000 problem 
could affect its operations in the summer of 1997 and, in conjunction with 
related parties, established a Year 2000 Program Office (the "Y2K Office") to 
manage the process. The Y2K Office meets periodically with the Company's 
management to inform them of its assessment activities, the Year 2000 
priorities it has identified, remediation recommendations and testing and 
compliance issues.  In addition, the Y2K Office organized and meets regularly 
with a review committee comprised of representatives from various departments 
within the Company to ensure that management from the affected areas 
participate in the decision process.

          The Y2K Office is currently implementing the steps needed to 
address the Year 2000 problem based upon its set priorities and is testing 
the implemented solutions.  The Y2K Office's schedule for implementing and 
testing its Year 2000 solutions for systems that have been determined to be 
first priority for the Company is as follows:

<TABLE>
<CAPTION>
                                                                                      EXPECTED
PROJECT                                     DESCRIPTION                            COMPLETION DATE
-------                                     -----------                            ---------------
<S>                                    <C>                                         <C>
     Financials                        Y2K testing completed
                                       Contingency planning                               3Q99

     Unix Hardware                     Y2K Upgrade/testing completed
                                       Y2K contingency planning                           3Q99

     LAN/WAN                           Remediation/testing                                2Q99
                                       Contingency planning                               3Q99

     Telephony Systems                 Y2K testing completed
                                       Contingency planning                               3Q99

     GAC/PIN                           Y2K testing completed
                                       Contingency planning                               3Q99

     Uplink                            Y2K testing                                        2Q99
</TABLE>

                                       19
<PAGE>

          In 1999, the Y2K Office will also focus on Year 2000 compliance 
issues with respect to other systems, such as desktop hardware and software, 
data archiving systems, traffic and billing reconciliation applications and 
other record management systems.  The Company has not used, and does not plan 
to employ, unaffiliated third party verification and validation processes to 
assure the reliability of its risk and cost estimates.  The Company has not 
deferred any other significant information technology projects due to Year 
2000 efforts.
             
          The Y2K Office commenced contacting vendors of application and 
operation system software in 1997 and continues to work with vendors through 
industry groups focused on Year 2000 issues.  The Company has not yet 
determined the extent to which it is vulnerable to the failure by vendors and 
customers that have a material relationship with the Company to remediate 
Year 2000 compliance issues.  Management believes, but makes no assurance, 
that the Company does not supply to third parties systems or equipment that 
may cause a Year 2000 problem.
             
          The Company has not incurred any material Year 2000 costs to date. 
Management does not have an estimate for future Year 2000 project costs will 
not have a material adverse effect on its financial condition and results of 
operations.
             
          The Company has not yet formulated contingency plans in the event 
that systems are not Year 2000 compliant.  The Company recognizes the need 
for contingency plans and plans to develop them by the second quarter of 
1999. There can be no assurance that the Company's systems will be Year 2000 
compliant in time.  The Year 2000 issue poses many risks for the Company and 
could materially adversely affect its financial condition and results of 
operations.

                                       20
<PAGE>

        ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact the financial 
position, results of operations, or cash flows of the Company due to adverse 
changes in financial market prices.  The Company is exposed to market risk 
through interest rates.  This exposure is directly related to its normal 
funding and investing activities.

Approximately $0.3 million of the Company's current liabilities is subject to 
changes in interest rates; however, the Company does not use derivatives to 
manage this risk.  This exposure is linked primarily to the prime rate.  The 
Company believes that a moderate change in the prime rate would not 
materially affect operating results of financial condition of the Company.

                ITEM 5.     OTHER MATERIALLY IMPORTANT EVENTS

Gregory J. Liptak, formerly President/Director of the Company, resigned all 
of his positions within the Company on April 30, 1999.  Glenn R. Jones will 
assume his responsibilities as President of the Company.

Item 6.  Exhibits and Reports on Form 8-K

     a)  Exhibits

            None

     b)  Reports on Form 8-K

            None



                                       21
<PAGE>

                                     SIGNATURES
                                          
     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

     JONES INTERNATIONAL NETWORKS, LTD.

     By:    /s/ Jay B. Lewis                      
            Jay B. Lewis
            Group Vice President/Finance
            (Principal Financial Officer)

     Dated:  May 7, 1999