<PAGE>
 
                               FORM 10-K/A NO. 1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from  ________ to  ________

Commission file number:  0-16939

                  JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

     Colorado                                                    84-1069504
     --------                                                    ----------
State of Organization                                          (IRS Employer
                                                             Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309               (303) 792-3111
---------------------------------------------               --------------
(Address of principal executive office and Zip Code    (Registrant's telephone 
                                                       no. including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership 
                                                            Interests

Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

               Yes    X                                   No
                    -----                                     -----

State the aggregate market value of the voting stock held by non-affiliates of
the registrant:  N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  X
                                   -----


                 DOCUMENTS INCORPORATED BY REFERENCE:     None
<PAGE>
 
          Certain information contained in this Form 10-K Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.  All statements, other than statements of
historical facts, included in this Form 10-K Report that address activities,
events or developments that the Partnership or the General Partner expects,
believes or anticipates will or may occur in the future are forward-looking
statements.  These forward-looking statements are based upon certain assumptions
and are subject to a number of risks and uncertainties.  Actual events or
results may differ materially from those discussed in the forward-looking
statements as a result of various factors.


                                    PART I.
                                    -------
                                        
                               ITEM 1.  BUSINESS
                               -----------------

          THE PARTNERSHIP.  Jones Spacelink Income/Growth Fund 1-A, Ltd. (the
"Partnership") is a Colorado limited partnership that was formed pursuant to the
public offering of limited partnership interests in the Jones Spacelink
Income/Growth Fund 1 Limited Partnership Program (the "Program").  Jones
Intercable, Inc., a Colorado corporation, is the general partner of the
Partnership (the "General Partner").  The Partnership was formed for the purpose
of acquiring and operating cable television systems.  The Partnership owns the
cable television systems serving the areas in and around the communities of
Bluffton, Decatur, Monroe, Auburn, Butler, Uniondale, Waterloo, Poneto, Vera
Cruz and Garrett and certain unincorporated areas of Wells, Allen, Noble, Adams
and DeKalb Counties, all in the State of Indiana (the "Northeast Indiana
Systems").

          A primary objective of the Partnership has been to provide quarterly
cash distributions to the partners, principally from cash flow from operations
remaining after principal and interest payments and the creation of any reserves
necessary for the operation of the Partnership.  The payment of quarterly
operating cash flow distributions reduces the financial flexibility of the
Partnership.  The Partnership accordingly has suspended such distributions
because funds from cash flow have been used to pay for necessary capital
additions to the Partnership's Northeast Indiana Systems as a result of limited
borrowing capacity under the Partnership's credit facility.  The Partnership
does not plan on resuming such distributions to the partners.  The Partnership
intends to make distributions to the limited partners from the net proceeds of
the sale of its Northeast Indiana Systems.

          PROPOSED DISPOSITION OF CABLE TELEVISION SYSTEM.  On December 17,
1997, the Partnership entered into an asset purchase agreement to sell the
Northeast Indiana Systems to an unaffiliated party for a sales price of
$23,500,000, subject to closing adjustments that may have the effect of
increasing or decreasing the sales price by a non-material amount.  Closing of
the sale, which is anticipated to occur during the second quarter of 1998, is
subject to several conditions, including necessary governmental and other third
party consents and the termination or expiration of the statutory waiting period
applicable to the asset purchase agreement and the transactions contemplated
thereby under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.  In addition, because the Northeast Indiana Systems constitute all of
the Partnership's assets, the sale must be approved by the owners of a majority
of the interests of the Partnership.  The General Partner intends to conduct a
proxy vote on this matter in May of 1998.  Upon the consummation of the proposed
sale of the Northeast Indiana Systems, the Partnership will repay all of its
indebtedness including the $7,500,000 borrowed under its credit facility and
capital lease obligations totaling $120,042, leaving the Partnership with no
debt outstanding, settle working capital adjustments, and then deposit
$1,000,000 into an indemnity escrow account.  The remaining net sale proceeds of
approximately $14,900,000 will be distributed to the Partnership's limited
partners of record as of the closing date of the sale of the Northeast Indiana
Systems.  Based upon financial information as of December 31, 1997, this
distribution will provide the Partnership's limited partners an approximate
return of $291.50 for each $500 limited partnership interest, or $583 for each
$1,000 invested in the Partnership.  Taking into account prior distributions to
limited partners from the Partnership's operating cash flow and from the net
proceeds from the sales of the Lake Geneva System and Ripon System, the limited
partners of the Partnership will have received a total of $590 for each $500
limited partnership interest, or $1,180 for each $1,000 invested in the
Partnership.

                                       2
<PAGE>
 
          For a period of one year following the closing date, $1,000,000 of the
sale proceeds will remain in escrow as security for the Partnership's agreement
to indemnify the purchaser under the asset purchase agreement.  The
Partnership's primary exposure, if any, will relate to the representations and
warranties made about the Northeast Indiana Systems in the asset purchase
agreement.  Any amounts remaining from this indemnity escrow account and not
claimed by the purchaser at the end of the one-year period will be distributed
to the limited partners of the Partnership at that time.  If the entire
$1,000,000 escrow amount is distributed to the limited partners, of which there
can be no assurance, limited partners would receive $19.50 for each $500 limited
partnership interest, or $39 for each $1,000 invested in the Partnership.  The
Partnership will continue in existence at least until any amounts remaining from
the indemnity escrow account have been distributed.  Since the Northeast Indiana
Systems represent the only asset of the Partnership, the Partnership will be
liquidated and dissolved upon the final distribution of any amounts remaining
from the indemnity escrow account.

          CABLE TELEVISION SERVICES.  The Northeast Indiana Systems offer to
their subscribers various types of programming, which include basic service,
tier service, premium service, pay-per-view programs and packages including
several of these services at combined rates.

          Basic cable television service usually consists of signals of all
national television networks broadcast by their local affiliates, various
independent and educational television stations (both VHF and UHF) and certain
signals received from satellites.  Basic service also usually includes programs
originated locally by the system, which may consist of music, news, weather
reports, stock market and financial information and live or videotaped programs
of a public service or entertainment nature.  FM radio signals are also
frequently distributed to subscribers as part of the basic service.

          The Northeast Indiana Systems offer tier services on an optional basis
to their subscribers.  A tier generally includes most of the cable networks such
as Entertainment and Sports Programming Network (ESPN), Cable News Network
(CNN), Turner Network Television (TNT), Family Channel, Discovery and others,
and the cable television operators buy tier programming from these networks.
The Northeast Indiana Systems also offer a package that includes the basic
service channels and the tier services.

          The Northeast Indiana Systems also offer premium services to
subscribers, which consist of feature films, sporting events and other special
features that are presented without commercial interruption.  The cable
television operators buy premium programming from suppliers such as HBO,
Showtime, Cinemax, Encore and others at a cost based on the number of
subscribers served by the cable operator.  The per service cost of premium
service programming usually is significantly more expensive than the basic
service or tier service programming, and consequently cable operators price
premium service separately when sold to subscribers.

          The Northeast Indiana Systems also offer to subscribers pay-per-view
programming.  Pay-per-view is a service that allows subscribers to receive
single programs, frequently consisting of motion pictures that have recently
completed their theatrical exhibitions and major sporting events, and to pay for
such service on a program-by-program basis.

          REVENUES.  Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Northeast Indiana Systems.  At
December 31, 1997, the Northeast Indiana Systems' monthly basic service rates
ranged from $8.98 to $10.12, monthly basic and tier ("basic plus") service rates
ranged from $23.93 to $24.58 and monthly premium services ranged from $3.00 to
$10.00 per premium service.  In addition, the Partnership earns revenues from
the Northeast Indiana Systems' pay-per-view programs and advertising fees.
Related charges may include a nonrecurring installation fee that ranges from
$15.00 to $40.00; however, from time to time the Northeast Indiana Systems have
followed the common industry practice of reducing or waiving the installation
fee during promotional periods.  Commercial subscribers such as hotels, motels
and hospitals are charged a nonrecurring connection fee that usually covers the
cost of installation.  Except under the terms of certain contracts with
commercial subscribers and residential apartment and condominium complexes, the
subscribers are free to discontinue the service at any time without penalty.
For the year ended December 31, 1997, of the total fees received by the
Northeast Indiana Systems, basic service and tier service fees accounted for

                                       3
<PAGE>
 
approximately 72 percent of total revenues, premium service fees accounted for
approximately 14 percent of total revenues, pay-per-view fees were approximately
1 percent of total revenues, advertising fees were approximately 6 percent of
total revenues and the remaining 7 percent of total revenues came principally
from equipment rentals, installation fees and program guide sales.  The
Partnership is dependent upon the timely receipt of service fees to provide for
maintenance and replacement of plant and equipment, current operating expenses
and other costs of the Northeast Indiana Systems.

          FRANCHISES.  The Northeast Indiana Systems are constructed and
operated under non-exclusive, fixed-term franchises or other types of operating
authorities (referred to collectively herein as "franchises") granted by local
governmental authorities.  These franchises typically contain many conditions,
such as time limitations on commencement and completion of construction,
conditions of service, including the number of channels, types of programming
and the provision of free service to schools and certain other public
institutions, and the maintenance of insurance and indemnity bonds.  The
provisions of local franchises are subject to federal regulation.

          The Partnership holds 15 franchises for the Northeast Indiana Systems.
These franchises provide for the payment of fees to the issuing authorities and
generally range from 3 percent to 5 percent of the gross revenues of a cable
television system.  The 1984 Cable Act prohibits franchising authorities from
imposing annual franchise fees in excess of 5 percent of gross revenues and also
permits the cable television system operator to seek renegotiation and
modification of franchise requirements if warranted by changed circumstances.

          The Partnership has never had a franchise revoked.  The Partnership
does not have any franchises that will expire prior to December 31, 1998.

          COMPETITION. Cable television systems currently experience competition
from several sources.

          Broadcast Television.  Cable television systems have traditionally
          ---------------------                                             
competed with broadcast television, which consists of television signals that
the viewer is able to receive directly on his television without charge using an
"off-air" antenna.  The extent of such competition is dependent in part upon the
quality and quantity of signals available by such antenna reception as compared
to the services provided by the local cable system.  Accordingly, it has
generally been less difficult for cable operators to obtain higher penetration
rates in rural areas where signals available off-air are limited, than in
metropolitan areas where numerous, high quality off-air signals are often
available without the aid of cable television systems.

          Traditional Overbuild.  Cable television franchises are not exclusive,
          ---------------------                                                 
so that more than one cable television system may be built in the same area
(known as an "overbuild"), with potential loss of revenues to the operator of
the original cable television system.  The General Partner has experienced
overbuilds in connection with certain systems that it has owned or managed for
limited partnerships, and currently there are overbuilds in certain of the
systems owned or managed by the General Partner but not in the Northeast Indiana
Systems.  Constructing and developing a cable television system is a capital
intensive process, and it is often difficult for a new cable system operator to
create a marketing edge over the existing system.  Generally, an overbuilder
would be required to obtain franchises from the local governmental authorities,
although in some instances, the overbuilder could be the local government
itself.  In any case, an overbuilder would be required to obtain programming
contracts from entertainment programmers and, in most cases, would have to build
a complete cable system, including headends, trunk lines and drops to individual
subscribers homes, throughout the franchise areas.

          DBS.  High-powered direct-to-home satellites have made possible the
          ---                                                                
wide-scale delivery of programming to individuals throughout the United States
using small roof-top or wall-mounted antennas.  Several companies began offering
direct broadcast satellite ("DBS") service over the last few years.  Companies
offering DBS service use video compression technology to increase channel
capacity of their systems to 100 or more channels and to provide packages of
movies, satellite network and other program services which are competitive to
those of cable television systems.  DBS faces technical and legal obstacles to
offering its customers local broadcast programming, although at least one DBS
provider is now attempting to do so.  In addition to emerging 

                                       4
<PAGE>
 
high-powered DBS competition, cable television systems face competition from a
major medium-powered satellite distribution provider and several low-powered
providers, whose service requires use of much larger home satellite dishes. Not
all subscribers terminate cable television service upon acquiring a DBS system.
The General Partner has observed that there are DBS subscribers that also elect
to subscribe to cable television service in order to obtain the greatest variety
of programming on multiple television sets, including local programming not
available through DBS service. The ability of DBS service providers to compete
successfully with the cable television industry will depend on, among other
factors, the ability of DBS providers to overcome certain legal and technical
hurdles and the availability of equipment at reasonable prices.

          Telephone and Utilities.  Federal cross-ownership restrictions
          -----------------------                                       
historically limited entry by local telephone companies into the cable
television business.  The 1996 Telecommunications Act (the "1996 Telecom Act")
eliminated this cross-ownership restriction, making it possible for companies
with considerable resources to overbuild existing cable operators and enter the
business.  Several telephone companies have begun seeking cable television
franchises from local governmental authorities and constructing cable television
systems.  The General Partner cannot predict at this time the extent of
telephone company competition that will emerge.  The entry of telephone
companies as direct competitors, however, is likely to continue over the next
several years and could adversely affect the profitability and market value of
cable television systems.  The entry of electric utility companies into the
cable television business, as now authorized by the 1996 Telecom Act, could have
a similar adverse effect.  The local electric utility in the Washington D.C.
area recently announced plans to participate in a planned video competitor.

          Private Cable.  Additional competition is provided by private cable
          -------------                                                      
television systems, known as Satellite Master Antenna Television (SMATV),
serving multi-unit dwellings such as condominiums, apartment complexes, and
private residential communities.  These private cable systems may enter into
exclusive agreements with apartment owners and homeowners associations, which
may preclude operators of franchised systems from serving residents of such
private complexes.  Private cable systems that do not cross public rights of way
are free from the federal, state and local regulatory requirements imposed on
franchised cable television operators.  In some cases, the Partnership has been
unable to provide cable television service to buildings in which private
operators have secured exclusive contracts to provide video and telephony
services.  The Partnership is interested in providing these same services, but
expects that the market to install and provide these services in multi-unit
buildings will continue to be highly competitive.

          MMDS.  Cable television systems also compete with wireless program
          ----                                                              
distribution services such as multichannel, multipoint distribution service
("MMDS") systems, commonly called wireless cable, which are licensed to serve
specific areas.  MMDS uses low-power microwave frequencies to transmit
television programming over-the-air to paying subscribers.  The MMDS industry is
less capital intensive than the cable television industry, and it is therefore
more practical to construct MMDS systems in areas of lower subscriber
penetration.  Wireless cable systems are now in direct competition with cable
television systems in several areas of the country, including the system in Pima
County, Arizona owned by the General Partner.  Telephone companies have acquired
or invested in wireless companies, and may use MMDS systems to provide services
within their service areas in lieu of wired delivery systems.  Enthusiasm for
MMDS has waned in recent months, however, as Bell Atlantic and NYNEX have
suspended their investment in two major MMDS companies.  To date, the
Partnership has not lost a significant number of subscribers, nor a significant
amount of revenue, to MMDS operators competing with the Partnership's Northeast
Indiana Systems.  A series of actions taken by the FCC, however, including
reallocating certain frequencies to the wireless services, are intended to
facilitate the development of wireless cable television systems as an
alternative means of distributing video programming.  In addition, Local
Multipoint Distribution Services ("LMDS"), could also pose a significant threat
to the cable television industry, if and when it becomes established.  The
potential impact, however, of LMDS is difficult to assess due to the newness of
the technology and the absence of any current fully operational LMDS systems.

          Cable television systems are also in competition, in various degrees
with other communications and entertainment media, including motion pictures and
home video cassette recorders.

                                       5
<PAGE>
 
REGULATION AND LEGISLATION
--------------------------

          The operation of cable television systems is extensively regulated by
the FCC, some state governments and most local governments.  The new 1996
Telecom Act alters the regulatory structure governing the nation's
telecommunications providers.  It removes barriers to competition in both the
cable television market and the local telephone market.  Among other things, it
also reduces the scope of cable rate regulation.

          The 1996 Telecom Act requires the FCC to undertake a host of
implementing rulemakings, the final outcome of which cannot yet be determined.
Moreover, Congress and the FCC have frequently revisited the subject of cable
regulation.  Future legislative and regulatory changes could adversely affect
the Partnership's operations and there has been a recent increase in calls to
maintain or even tighten cable regulation in the absence of widespread effective
competition.  This section briefly summarizes key laws and regulations affecting
the operation of the Partnership's Northeast Indiana Systems and does not
purport to describe all present, proposed, or possible laws and regulations
affecting the Partnership.

          Cable Rate Regulation.  The 1992 Cable Act imposed an extensive rate
          ---------------------                                               
regulation regime on the cable television industry.  Under that regime, all
cable systems are subject to rate regulation, unless they face "effective
competition" in their local franchise area.  Federal law now defines "effective
competition" on a community-specific basis as requiring either low penetration
(less than 30 percent) by the incumbent cable operator, appreciable penetration
(more than 15 percent) by competing multichannel video providers ("MVPs"), or
the presence of a competing MVP affiliated with a local telephone company.

          Although the FCC rules control, local government units (commonly
referred to as local franchising authorities or "LFAs") are primarily
responsible for administering the regulation of the lowest level of cable -- the
basic service tier ("BST"), which typically contains local broadcast stations
and public, educational, and government ("PEG") access channels.  Before an LFA
begins BST rate regulation, it must certify to the FCC that it will follow
applicable federal rules, and many LFAs have voluntarily declined to exercise
this authority.  LFAs also have primary responsibility for regulating cable
equipment rates.  Under federal law, charges for various types of cable
equipment must be unbundled from each other and from monthly charges for
programming services.  The 1996 Telecom Act allows operators to aggregate costs
for broad categories of equipment across geographic and functional lines.  This
change should facilitate the introduction of new technology.

          The FCC itself directly administers rate regulation of any cable
programming service tiers ("CPST"), which typically contain satellite-delivered
programming.  Under the 1996 Telecom Act, the FCC can regulate CPST rates only
if an LFA first receives at least two rate complaints from local subscribers and
then files a formal complaint with the FCC.  When new CPST rate complaints are
filed, the FCC now considers only whether the incremental increase is justified
and will not reduce the previously established CPST rate.

          Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price cap scheme that allows for the
recovery of inflation and certain increased costs, as well as providing some
incentive for expanding channel carriage.  The FCC has modified its rate
adjustment regulations to allow for annual rate increases and to minimize
previous problems associated with regulatory lag.  Operators also have the
opportunity of bypassing this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable.  Premium cable services offered on a per-channel or per-
program basis remain unregulated, as do affirmatively marketed packages
consisting entirely of new programming product.  Federal law requires that the
BST be offered to all cable subscribers, but limits the ability of operators to
require purchase of any CPST before purchasing premium services offered on a
per-channel or per-program basis.

          The 1996 Telecom Act sunsets FCC regulation of CPST rates for all
systems (regardless of size) on March 31, 1999.  Certain critics of the cable
television industry have called for a delay in the regulatory sunset and some
have even urged more rigorous rate regulation in the interim, including a limit
on operators passing through to their customers increased programming costs.
The 1996 Telecom Act also relaxes existing uniform rate requirements by
specifying that uniform rate requirements do not apply where the operator faces
"effective 

                                       6
<PAGE>
 
competition," and by exempting bulk discounts to multiple dwelling units,
although complaints about predatory pricing still may be made to the FCC.

          Cable Entry Into Telecommunications.  The 1996 Telecom Act provides
          -----------------------------------                                
that no state or local laws or regulations may prohibit or have the effect of
prohibiting any entity from providing any interstate or intrastate
telecommunications service.  States are authorized, however, to impose
"competitively neutral" requirements regarding universal service, public safety
and welfare, service quality, and consumer protection.  State and local
governments also retain their authority to manage the public rights-of-way and
may require reasonable, competitively neutral compensation for management of the
public rights-of-way when cable operators provide telecommunications service.
The favorable pole attachment rates afforded cable operators under federal law
can be gradually increased by utility companies owning the poles (beginning in
2001) if the operator provides telecommunications service, as well as cable
service, over its plant.

          Cable entry into telecommunications will be affected by the regulatory
landscape now being fashioned by the FCC and state regulators.  One critical
component of the 1996 Telecom Act to facilitate the entry of new
telecommunications providers (including cable operators) is the interconnection
obligation imposed on all telecommunications carriers.  In July 1997, the Eighth
Circuit Court of Appeals vacated certain aspects of the FCC's initial
interconnection order.  That decision is now on appeal to the Supreme Court.

          Telephone Company Entry Into Cable Television.  The 1996 Telecom Act
          ---------------------------------------------                       
allows telephone companies to compete directly with cable operators by repealing
the historic telephone company/cable cross-ownership ban.  Local exchange
carriers ("LECs"), including the BOCs, can now compete with cable operators both
inside and outside their telephone service areas.  Because of their resources,
LECs could be formidable competitors to traditional cable operators, and certain
LECs have begun offering cable service.  As described above, the General Partner
is now witnessing the beginning of LEC competition in a few of its cable
communities.

          Under the 1996 Telecom Act, an LEC providing video programming to
subscribers will be regulated as a traditional cable operator (subject to local
franchising and federal regulatory requirements), unless the LEC elects to
provide its programming via an "open video system" ("OVS").  To qualify for OVS
status, the LEC must reserve two-thirds of the system's activated channels for
unaffiliated entities.  RCN and affiliates of local power companies recently
have been certified to provide OVS service in areas encompassing the General
Partner's cable systems in suburban Maryland and Virginia.  This OVS potential
competition is not yet operational.

          Although LECs and cable operators can now expand their offerings
across traditional service boundaries, the general prohibition remains on LEC
buyouts (i.e., any ownership interest exceeding 10 percent) of co-located cable
systems, cable operator buyouts of co-located LEC systems, and joint ventures
between cable operators and LECs in the same market.  The 1996 Telecom Act
provides a few limited exceptions to this buyout prohibition, including a
carefully circumscribed "rural exemption."  The 1996 Telecom Act also provides
the FCC with the limited authority to grant waivers of the buyout prohibition
(subject to LFA approval).

          Electric Utility Entry Into Telecommunications/Cable Television.  The
          ---------------------------------------------------------------      
1996 Telecom Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services (including cable
television) notwithstanding the Public Utilities Holding Company Act.  Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the FCC for operating authority.
Again, because of their resources, electric utilities could be formidable
competitors to traditional cable systems.

          Additional Ownership Restrictions.  The 1996 Telecom Act eliminates
          ---------------------------------                                  
statutory restrictions on broadcast/cable cross-ownership (including broadcast
network/cable restrictions), but leaves in place existing FCC regulations
prohibiting local cross-ownership between co-located television stations and
cable systems.  The 1996 Telecom Act also eliminates the three year holding
period required under the 1992 Cable Act's "anti-trafficking" provision. The
1996 Telecom Act leaves in place existing restrictions on cable cross-ownership
with SMATV and MMDS facilities, but lifts those restrictions where the cable
operator is subject to effective competition.  In January 1995, however, the FCC
adopted regulations which permit cable operators to own and operate SMATV

                                       7
<PAGE>
 
systems within their franchise area, provided that such operation is consistent
with local cable franchise requirements.

          Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a
cable system from devoting more than 40 percent of its activated channel
capacity to the carriage of affiliated national program services.  A companion
rule establishing a nationwide ownership cap on any cable operator equal to 30
percent of all domestic cable subscribers has been stayed pending further
judicial review, although the FCC recently expressed an interest in reviewing
and reimposing this limit.

          There are no federal restrictions on non-U.S. entities having an
ownership interest in cable television systems or the FCC licenses commonly
employed by such systems.  Section 310(b)(4) of the Communications Act does,
however, prohibit foreign ownership of FCC broadcast and telephone licenses,
unless the FCC concludes that such foreign ownership is consistent with the
public interest.  The investment by BCI Telecom Holding Inc. ("BCI") in the
General Partner could, therefore, adversely affect any plan to acquire FCC
broadcast or common carrier licenses.  The Partnership, however, does not
currently plan to acquire such licenses.

          Must Carry/Retransmission Consent.  The 1992 Cable Act contains
          ---------------------------------                              
broadcast signal carriage requirements that allow local commercial television
broadcast stations to elect once every three years between requiring a cable
system to carry the station ("must carry") or negotiating for payments for
granting permission to the cable operator to carry the station ("retransmission
consent").  Less popular stations typically elect "must carry," and more popular
stations typically elect "retransmission consent."  Must carry requests can
dilute the appeal of a cable system's programming offerings, and retransmission
consent demands may require substantial payments or other concessions.  Either
option has a potentially adverse affect on the Partnership's business.
Additionally, cable systems are required to obtain retransmission consent for
all "distant" commercial television stations (except for satellite-delivered
independent "superstations" such as WGN).  The burden associated with "must
carry" may increase substantially if broadcasters proceed with planned
conversion to digital transmission and the FCC determines that cable systems
must carry all analogue and digital broadcasts in their entirety.

          Access Channels.  LFAs can include franchise provisions requiring
          ---------------                                                  
cable operators to set aside certain channels for public, educational and
governmental access programming.  Federal law also requires cable systems to
designate a portion of their channel capacity (up to 15 percent in some cases)
for commercial leased access by unaffiliated third parties.  The FCC has adopted
rules regulating the terms, conditions and maximum rates a cable operator may
charge for use of the designated channel capacity, but use of commercial leased
access channels has been relatively limited.  The FCC released revised rules in
February 1997 mandating a modest rate reduction.  The reduction sparked some
increase in part-time use, but did not make commercial leased access
substantially more attractive to third party programmers.  Certain of those
programmers have now appealed the revised rules to the D.C. Court of Appeals.
Should the courts and the FCC ultimately determine that an additional reduction
in access rates is required, cable operators could lose programming control of a
substantial number of cable channels.

          Access to Programming.  To spur the development of independent cable
          ---------------------                                               
programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers.  Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring cable operators over competitors and requires such programmers to sell
their programming to other multichannel video distributors.  This provision
limits the ability of vertically integrated cable programmers to offer exclusive
programming arrangements to cable companies.  Recently there has been increased
interest in further restricting the marketing practices of cable programmers,
including subjecting programmers who are not affiliated with cable operators to
all of the existing program access requirements.

          Inside Wiring.  The FCC recently determined that an incumbent cable
          -------------                                                      
operator can be required by the owner of a multiple dwelling unit ("MDU")
complex to remove, abandon or sell the "home run" wiring it initially provided.
In addition, the FCC is reviewing the enforceability of contracts to provide
exclusive video service within a MDU complex.  The FCC has proposed abrogating
all such contracts held by incumbent cable operators, 

                                       8
<PAGE>
 
but allowing such contracts when held by new entrants. These changes, and others
now being considered by the FCC, would, if implemented, make it easier for a MDU
complex owner to terminate service from an incumbent cable operator in favor of
a new entrant and leave the already competitive MDU sector even more challenging
for incumbent cable operators.

          Other FCC Regulations.  In addition to the FCC regulations noted
          ---------------------                                           
above, there are other FCC regulations covering such areas as equal employment
opportunity, subscriber privacy, programming practices (including, among other
things, syndicated program exclusivity, network program nonduplication, local
sports blackouts, indecent programming, lottery programming, political
programming, sponsorship identification, and children's programming
advertisements), registration of cable systems and facilities licensing,
maintenance of various records and public inspection files,  frequency usage,
lockbox availability, antenna structure notification, tower marking and
lighting, consumer protection and customer service standards, technical
standards and consumer electronics equipment compatibility.  Federal
requirements governing Emergency Alert Systems and Closed Captioning adopted in
1997 will impose additional costs on the operation of cable systems.  The FCC is
currently considering whether cable customers must be allowed to purchase cable
converters from third party vendors.  If the FCC concludes that such
distribution is required, and does not make appropriate allowances for signal
piracy concerns, it may become more difficult for cable operators to combat
theft of service.  The FCC has the authority to enforce its regulations through
the imposition of substantial fines, the issuance of cease and desist orders
and/or the imposition of other administrative sanctions, such as the revocation
of FCC licenses needed to operate certain transmission facilities used in
connection with cable operations.

          Copyright.  Cable television systems are subject to federal copyright
          ---------                                                            
licensing covering carriage of television and radio broadcast signals.  In
exchange for filing certain reports and contributing a percentage of their
revenues to a federal copyright royalty pool (that varies depending on the size
of the system and the number of distant broadcast television signals carried),
cable operators can obtain blanket permission to retransmit copyrighted material
on broadcast signals.  The possible modification or elimination of this
compulsory copyright license is the subject of continuing legislative review and
could adversely affect the Partnership's ability to obtain desired broadcast
programming.  In addition, the cable industry pays music licensing fees to BMI
and is negotiating a similar arrangement with ASCAP.  Copyright clearances for
nonbroadcast programming services are arranged through private negotiations.

          State and Local Regulation.  Cable television systems generally are
          --------------------------                                         
operated pursuant to nonexclusive franchises granted by a municipality or other
state or local government entity in order to cross public rights-of-way.
Federal law now prohibits franchise authorities from granting exclusive
franchises or from unreasonably refusing to award additional franchises.   Cable
franchises generally are granted for fixed terms and in many cases include
monetary penalties for non-compliance and may be terminable if the franchisee
fails to comply with material provisions.

          The terms and conditions of franchises vary materially from
jurisdiction to jurisdiction.  Each franchise generally contains provisions
governing cable operations, service rates, franchise fees, system construction
and maintenance obligations, system channel capacity, design and technical
performance, customer service standards, and indemnification protections.  A
number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility.  Although LFAs have considerable
discretion in establishing franchise terms, there are certain federal
limitations.  For example, LFAs cannot insist on franchise fees exceeding 5
percent of the system's gross revenues, cannot dictate the particular technology
used by the system, and cannot specify video programming other than identifying
broad categories of programming.

          Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal.  Even if a franchise is
renewed, the franchise authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and services or
increased franchise fees as a condition of renewal.  Similarly, if a franchise
authority's consent is required for the purchase or sale of a cable system or
franchise, such authority may attempt to impose more burdensome or onerous
franchise requirements in 

                                       9
<PAGE>
 
connection with a request for consent. Historically, franchises have been
renewed for cable operators that have provided satisfactory services and have
complied with the terms of their franchises.

          GENERAL.  The Partnership's business consists of providing cable
television services to a large number of customers, the loss of any one of which
would have no material effect on the Partnership's business.  The Northeast
Indiana Systems have had some subscribers who later terminated the service.
Terminations occur primarily because people move to another home or to another
city.  In other cases, people terminate on a seasonal basis or because they no
longer can afford or are dissatisfied with the service.  The amount of past due
accounts in the Northeast Indiana Systems is not significant.  The Partnership's
policy with regard to past due accounts is basically one of disconnecting
service before a past due account becomes material.

          The Partnership does not depend to any material extent on the
availability of raw materials; it carries no significant amounts of inventory
and it has no material backlog of customer orders.  The Partnership does not
have any employees because all properties are managed by employees of the
General Partner.  The General Partner has engaged in research and development
activities relating to the provision of new services but the amount of the
Partnership's funds expended for such research and development has never been
material.

          Compliance with federal, state and local provisions that have been
enacted or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has had no material
effect upon the capital expenditures, earnings or competitive position of the
Partnership.


                              ITEM 2.  PROPERTIES
                              -------------------

          The Partnership acquired the Northeast Indiana Systems in November
1988.  The following sets forth (i) the monthly basic plus service rates charged
to subscribers and (ii) the number of basic subscribers and pay units for the
Northeast Indiana Systems. The monthly basic service rates set forth herein
represent, with respect to systems with multiple headends, the basic service
rate charged to the majority of the subscribers within the system.  In cable
television systems, basic subscribers can subscribe to more than one pay TV
service.  Thus, the total number of pay services subscribed to by basic
subscribers are called pay units.  As of December 31, 1997, the Northeast
Indiana Systems operated cable plant passing approximately 21,400 homes, with an
approximate 67 percent penetration rate.  Figures for numbers of subscribers and
homes passed are compiled from the General Partner's records and may be subject
to adjustments.

<TABLE>
<CAPTION>
                                                                          At December 31,
                                                --------------------------------------------------------------------
Northeast Indiana Systems                                1997                   1996                   1995
-------------------------                       ----------------------  ---------------------  ---------------------
<S>                                             <C>                     <C>                    <C>
Monthly basic plus service rate                         $ 24.58                $ 23.08                $ 21.77
Basic subscribers                                        15,012                 14,540                 13,926
Pay units                                                 8,312                  7,468                  8,413
</TABLE>



                           ITEM 3.  LEGAL PROCEEDINGS
                           --------------------------

  None.

          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ------------------------------------------------------------

  None.

                                       10
<PAGE>
 
                                    PART II.
                                    --------
                                        
               ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK
               -------------------------------------------------
                      AND RELATED SECURITY HOLDER MATTERS
                      -----------------------------------

  While the Partnership is publicly held, there is no public market for the
limited partnership interests, and it is not expected that a market will develop
in the future.  During 1997, limited partners of the Partnership conducted
"limited tender offers" for interests in the Partnership at prices ranging from
$140 to $185 per interest.  As of February 16, 1998, the number of equity
security holders in the Partnership was 2,118.

                                       11
<PAGE>
 
ITEM 6. SELECTED FINANCIAL DATA
-------------------------------                               
<TABLE>
<CAPTION>
 
 
                                                          For the Year Ended December 31,
                                       ----------------------------------------------------------------------
                                           1997           1996           1995          1994          1993
                                       ------------  --------------  ------------  ------------  ------------
<S>                                    <C>           <C>             <C>           <C>           <C>
 
Revenues                               $ 5,522,807   $ 5,724,538     $ 6,838,837   $ 6,440,941   $ 6,214,322
Depreciation and Amortization            1,680,105     1,930,748       3,161,861     3,074,711     3,161,687
Operating Income (Loss)                    396,470      (110,944)       (630,272)     (714,065)     (681,473)
Net Income (Loss)                         (281,375)    3,711,661/(a)/ (1,495,469)   (1,459,114)   (1,328,059)
Net Income (Loss) per
  Limited Partnership Unit                   (5.43)        71.66/(a)/     (28.87)       (28.17)       (25.64)
Weighted average number of
  Limited Partner units outstanding         51,276        51,276          51,276        51,276        51,276
General Partner's Deficit                  (17,258)      (14,444)       (161,832)     (134,377)     (119,786)
Limited Partners' Capital                3,002,858     3,281,419       5,992,398     8,710,412    10,154,935
Total Assets                            10,944,711    11,477,059      18,237,340    19,865,099    21,435,720
Credit Facility and Capitalized
  Lease Obligations                      7,620,042     7,467,645      11,605,582    10,787,551    10,058,100
General Partner Advances                         -             -               -        44,786       584,196
</TABLE>
(a)  Net income resulted primarily from the sale of the Lake Geneva and Ripon
     Systems by Jones Spacelink Income/Growth Fund 1-A, Ltd. in April 1996.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
         OF OPERATIONS
         -------------

      The following discussion of Jones Spacelink Income/Growth Fund 1-A, Ltd.'s
(the "Partnership") 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 Partnership's actual results may differ significantly from the results
predicted in such forward-looking statements.

FINANCIAL CONDITION
-------------------

     It is the General Partner's publicly announced policy that it intends to
liquidate its managed partnerships, including the Partnership, as opportunities
for sales of partnership cable television systems arise in the marketplace.  In
accordance with the policy, the Partnership has entered into an asset purchase
agreement to sell the cable television systems serving the areas in and around
the communities of Bluffton, Decatur, Monroe, Auburn, Butler, Uniondale,
Waterloo, Poneto, Vera Cruz and Garrett, and the unincorporated areas of Wells,
Allen, Noble, Adams and DeKalb counties, all in the State of Indiana (the
"Northeast Indiana Systems").

     On December 17, 1997, the Partnership entered into an asset purchase
agreement to sell the Northeast Indiana Systems to an unaffiliated party (the
"buyer") for a sales price of $23,500,000, subject to closing adjustments that
may have the effect of increasing or decreasing the sales price by a non-
material amount.  Closing of the sale, which is anticipated to occur during the
second quarter of 1998, is subject to several conditions, including necessary
governmental and other third party consents and the termination or expiration of
the statutory waiting period applicable to the asset purchase agreement and the
transactions contemplated thereby under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.  In addition, because the Northeast
Indiana Systems constitute all of the Partnership's assets, the sale must be
approved by the owners of a majority of the interests of the Partnership.  The
General Partner intends to conduct a proxy vote on this matter in May 1998.
Upon the consummation of the proposed sale of the Northeast Indiana Systems, the
Partnership will repay all of its indebtedness including the $7,500,000 borrowed
under its credit facility and capital lease obligations totaling $120,042,
leaving the Partnership with no debt outstanding, settle working capital
adjustments, and then deposit $1,000,000 into an indemnity escrow account.  The
remaining net sale proceeds of approximately $14,900,000 will be distributed to
the Partnership's limited partners of record as of the closing date of the sale
of the 

                                       12
<PAGE>
 
Northeast Indiana Systems. Based upon financial information as of December 31,
1997, this distribution will give the Partnership's limited partners an
approximate return of $291.50 for each $500 limited partnership interest, or
$583 for each $1,000 invested in the Partnership. Taking into account prior
distributions to limited partners from the Partnership's operating cash flow and
from the net proceeds from the sales of the Lake Geneva System and Ripon System,
the limited partners of the Partnership will have received a total of $590 for
each $500 limited partner interest, or $1,180 for each $1,000 invested in the
Partnership.

     For a period of one year following the closing date, $1,000,000 of the sale
proceeds will remain in escrow as security for the Partnership's agreement to
indemnify the buyer under the asset purchase agreement.  The Partnership's
primary exposure, if any, will relate to the representations and warranties made
about the Northeast Indiana Systems in the asset purchase agreement.  Any
amounts remaining from this indemnity escrow account and not claimed by the
buyer at the end of the one-year period will be distributed to the limited
partners of the Partnership at that time. If the entire $1,000,000 escrow amount
is distributed to the limited partners, of which there can be no assurance,
limited partners would receive $19.50 for each $500 limited partnership
interest, or $39 for each $1,000 invested in the Partnership.  The Partnership
will continue in existence at least until any amounts remaining from the
indemnity escrow account have been distributed.  Since the Northeast Indiana
Systems represent the only asset of the Partnership, the Partnership will be
liquidated and dissolved upon the final distribution of any amounts remaining
from the indemnity escrow account.

     During 1997, the Partnership generated cash from operating activities
totaling $1,158,757, which is available to fund capital expenditures and non-
operating costs.  During 1997, the Partnership purchased plant and equipment for
its cable television systems totaling approximately $906,000.  Approximately 36
percent of these expenditures was for service drops to homes.  Approximately 24
percent was for plant extensions related to new homes passed.  The remainder of
these expenditures was used to maintain the value of the Northeast Indiana
Systems.  The capital expenditures were funded primarily from cash flow from
operations.  Budgeted capital expenditures for all of 1998 are estimated to be
approximately $427,000, and will be financed primarily from cash on hand and
cash flow from operations.  Service drops to homes are anticipated to account
for approximately 47 percent of these expenditures and cable television plant
extensions related to new homes passed are expected to account for approximately
35 percent of these expenditures.  The remainder of the anticipated capital
expenditures is necessary to maintain the value of the Northeast Indiana Systems
until they are sold.  Depending upon the timing of the closing of the sale of
the Northeast Indiana Systems, the Partnership will make only the portion of the
budgeted capital expenditures scheduled to be made during the Partnership's
continued ownership of the Northeast Indiana Systems.

     At December 31, 1997, $7,500,000 was outstanding under the Partnership's
$8,000,000 credit facility, leaving $500,000 available for the Partnership.
This credit facility has a final maturity date of the earlier of June 30, 1998
or the date of sale of the Northeast Indiana Systems.  This credit facility will
be repaid in full upon the sale of the Northeast Indiana Systems.  Interest on
the outstanding principal balance is at the Partnership's option of the Prime
Rate plus 1/4 percent or the London Interbank Offered Rate plus 1-1/4 percent.
The effective interest rates on outstanding obligations as of December 31, 1997
and 1996 were 7.17 percent and 6.84 percent, respectively.

     A primary objective of the Partnership has been to provide quarterly cash
distributions to the partners, principally from cash flow from operations
remaining after principal and interest payments and the creation of any reserves
necessary for the operation of the Partnership.  The payment of quarterly cash
flow distributions reduces the financial flexibility of the Partnership.  The
Partnership accordingly has suspended such distributions because funds from cash
flow have been used to pay for necessary capital additions to the Partnership's
Northeast Indiana Systems as a result of limited borrowing capacity under the
Partnership's credit facility.  The Partnership does not plan on resuming such
distributions to the partners.  The Partnership intends to make distributions to
the limited partners from the net proceeds of the sale of the Northeast Indiana
Systems.  The Partnership declared such distributions totaling $1,262,626 and
$1,262,626 in 1996 and 1995, respectively.

      The General Partner believes cash on hand and cash flow from operations
will be sufficient to fund capital expenditures and other liquidity needs of the
Partnership assuming the Northeast Indiana Systems are sold by June 30, 1998.

                                       13
<PAGE>
 
RESULTS OF OPERATIONS
---------------------

     As a result of the sale of the Lake Geneva System and the Ripon System in
April 1996, the following discussion of results of operations, through operating
income, pertains only to the results of operations for the Northeast Indiana
Systems for all periods discussed.

     1997 Compared to 1996
     ---------------------

     Revenues of the Partnership increased $375,553, or approximately 7 percent,
to $5,522,807 in 1997 compared to $5,147,254 in 1996.  Basic service rate
increases accounted for approximately 43 percent of the increase in revenues.
Increases in the number of basic service subscribers accounted for approximately
41 percent of the increase in revenues.  The number of basic service subscribers
increased 601, or approximately 4 percent, to 15,012 at December 31, 1997 from
14,411 at December 31, 1996.  No other individual factor had a significant
effect on the increases in revenues.

      Operating expenses consist primarily of costs associated with the
operation and administration of the Partnership's cable television systems.  The
principal cost components are salaries paid to system personnel, programming
expenses, professional fees, subscriber billing costs, rent for leased
facilities, cable system maintenance expenses and marketing expenses.

     Operating expenses increased $194,013, or approximately 7 percent, to
$2,844,900 in 1997 from $2,650,887 in 1996.  The increase was primarily the
result of increases in programming costs and advertising sales related expenses.
No other individual factor significantly affected the increases in operating
expenses for the periods discussed. Operating expenses represented approximately
52 percent of revenues in 1997 and 1996, respectively.

     The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses).  This measure is not intended to be a substitute or
improvement upon the items disclosed on the financial statements, rather it is
included because it is an industry standard.  Operating cash flow increased
$181,540, or approximately 7 percent, to $2,677,907 in 1997 from $2,496,367 in
1996.  The increase was due to the increase in revenues exceeding the increase
in operating expenses.

     Management fees and allocated administrative costs from the General Partner
increased $10,593, or approximately 2 percent, to $601,332 in 1997 from $590,739
in 1996.  This increase was due to the increase in revenues, upon which
management fees are based, which was offset in part by a reduction in allocated
costs from the General Partner.

     Depreciation and amortization expense increased $166,956, or approximately
11 percent, to $1,680,105 in 1997 from $1,513,149 in 1996.  The increase was due
to capital additions in 1997.

     Operating income increased $3,991, or approximately 1 percent, to $396,470
in 1997 from $392,479 in 1996.  The increase was the result of the increase in
operating cash flow exceeding the increase in depreciation and amortization
expense.

     Interest expense of the Partnership increased $28,829, or approximately 5
percent, to $664,204 in 1997 from $635,375 in 1996.  The increase was primarily
the result of higher outstanding balances on interest bearing obligations in
1997.

     The Partnership recognized a gain on the sales of the Lake Geneva System
and the Ripon System of $4,550,867 in 1996.  No similar gain was recognized
during 1997.

     The Partnership reported a net loss of $281,375 in 1997 compared to net
income of $3,711,661 in 1996.  This change was the result of the fact that the
Partnership did not sell any cable television systems in 1997 and thus had no
gain comparable to the gain on the sales of the Lake Geneva System and the Ripon
System in 1996.

                                       14
<PAGE>
 
     1996 Compared to 1995
     ---------------------

     Revenues increased $349,008, or approximately 7 percent, to $5,147,254 in
1996 from $4,798,246 in 1995.  This increase was primarily the result of an
increase in the number of basic subscribers in the Partnership's Northeast
Indiana Systems and basic service rate increases.  An increase in the number of
basic subscribers accounted for approximately 41 percent of the increase in
revenues.  The number of basic subscribers in the Northeast Indiana Systems
increased by 726 subscribers, or approximately 5 percent, to 14,411 subscribers
in 1996, from 13,685 subscribers in 1995.  Basic service rate increases
accounted for approximately 33 percent of the increase in revenues.  No other
individual factor significantly contributed to the increase in revenues.

     Operating expenses increased $287,446, or approximately 12 percent, to
$2,650,887 in 1996 from $2,363,441 in 1995.  This increase was primarily the
result of increases in programming fees.  No other individual factor
significantly affected the increase in operating expenses for the periods
discussed.

     Operating cash flow increased $61,562, or approximately 3 percent, to
$2,496,367 in 1996 from $2,434,805 in 1995.  This increase was due to the
increase in revenue exceeding the increase in operating expenses.

     Management fees and allocated administrative costs from the General Partner
decreased $16,123, or approximately 3 percent, to $590,739 in 1996 from $606,862
in 1995.  The decrease was due to the timing of certain expenses allocated from
the General Partner.

     Depreciation and amortization expense decreased $237,810, or approximately
14 percent, to $1,513,149 in 1996 from $1,750,959 in 1995.  This decrease was
due to the maturation of the Partnership's asset base.

     The Partnership recognized operating income of $392,479 in 1996 compared to
$76,984 in 1995.  This increase in operating income was due to the increase in
revenues and decreases in management fees and allocated administrative costs
from the General Partner and depreciation and amortization expense exceeding the
increase in operating expenses.

     Interest expense decreased $235,468, or approximately 27 percent, to
$635,375 in 1996 from $870,843 in 1995.  This decrease was primarily the result
of lower outstanding balances on interest bearing obligations.  A portion of the
proceeds from the sale of the Lake Geneva and Ripon systems was used to repay a
portion of the outstanding loan balance.

     The Partnership reported a gain on the sale of the Lake Geneva and Ripon
Systems of $4,550,867 in 1996.  No similar gain was reported in 1995.

     The Partnership reported net income of $3,711,661 in 1996 compared to a net
loss of $1,495,469 in 1995.  This change was a result of the gain on the sale of
the Lake Geneva and Ripon Systems discussed above.


ITEM 8.  FINANCIAL STATEMENTS
-----------------------------

     The audited financial statements of the Partnership for the year ended
December 31, 1997 follow.

                                       15
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------
                                        

To the Partners of Jones Spacelink Income/Growth Fund 1-A, Ltd.:

     We have audited the accompanying balance sheets of Jones Spacelink
Income/Growth Fund 1-A, Ltd. (a Colorado limited partnership) as of December 31,
1997 and 1996, and the related statements of operations, partners' capital
(deficit) and cash flows for each of the three years in the period ended
December 31, 1997.  These financial statements are the responsibility of the
General Partner's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Jones Spacelink
Income/Growth Fund 1-A, Ltd. as of December 31, 1997 and 1996, and the results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.



                                         ARTHUR ANDERSEN LLP



Denver, Colorado,
March 13, 1998.

                                       16
<PAGE>
 
                  JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
                  --------------------------------------------
                            (A Limited Partnership)

                                 BALANCE SHEETS
                                 --------------
                                        
                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
 
 
                                                                   December 31,
                                                            --------------------------
                                                                1997          1996
                                                            ------------  ------------
<S>                                                         <C>           <C>
 
CASH                                                        $   146,657   $    56,865
 
TRADE RECEIVABLES, less allowance for doubtful
  receivables of $12,965 and $5,425 at December 31, 1997
  and 1996, respectively                                        182,946       122,004
 
INVESTMENT IN CABLE TELEVISION PROPERTIES:
  Property, plant and equipment, at cost                     12,139,015    11,233,310
  Less- accumulated depreciation                             (6,056,785)   (5,174,077)
                                                            -----------   -----------
 
                                                              6,082,230     6,059,233
 
  Franchise costs and other intangible assets, net of
    accumulated amortization of $9,112,732 and
    $8,374,039 at December 31, 1997 and
    December 31, 1996, respectively                           4,455,263     5,193,956
                                                            -----------   -----------
 
            Total investment in cable
               television properties                         10,537,493    11,253,189
 
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS                      77,615        45,001
                                                            -----------   -----------
 
            Total assets                                    $10,944,711   $11,477,059
                                                            ===========   ===========
 
</TABLE>
                 The accompanying notes to financial statements
                 are an integral part of these balance sheets.

                                       17
<PAGE>
 
                  JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
                  --------------------------------------------
                            (A Limited Partnership)

                                 BALANCE SHEETS
                                 --------------
                                        
                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------
<TABLE>
<CAPTION>
 
                                                            December 31,
                                                    ----------------------------
                                                        1997           1996
                                                    -------------  -------------
<S>                                                 <C>            <C>
LIABILITIES:
  Credit facility and capitalized lease
    obligations                                     $  7,620,042   $  7,467,645
  Trade accounts payable and accrued liabilities         307,207        405,742
  Accrued distributions to partners                         -           315,657
  Subscriber prepayments and deposits                     31,862         21,040
                                                    ------------   ------------
 
            Total liabilities                          7,959,111      8,210,084
                                                    ------------   ------------
 
COMMITMENTS  AND CONTINGENCIES (Note 8)
 
PARTNERS' CAPITAL (DEFICIT):
  General Partner-
    Contributed capital                                    1,000          1,000
    Distributions                                       (103,950)      (103,950)
    Accumulated earnings                                  85,692         88,506
                                                    ------------   ------------
 
                                                         (17,258)       (14,444)
                                                    ------------   ------------
  Limited Partners-
    Contributed capital, net of
      related commissions, syndication
      costs and interest (51,276 units
      outstanding at December 31, 1997
      and 1996)                                       21,875,852     21,875,852
    Distributions                                    (15,291,180)   (15,291,180)
    Accumulated deficit                               (3,581,814)    (3,303,253)
                                                    ------------   ------------
 
                                                       3,002,858      3,281,419
                                                    ------------   ------------
 
            Total partners' capital (deficit)          2,985,600      3,266,975
                                                    ------------   ------------
 
            Total liabilities and partners'
               capital (deficit)                    $ 10,944,711   $ 11,477,059
                                                    ============   ============
 
</TABLE>
                 The accompanying notes to financial statements
                 are an integral part of these balance sheets.

                                       18
<PAGE>
 
                  JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
                  --------------------------------------------
                            (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                            ------------------------
                                        
<TABLE>
<CAPTION>
 
 
                                                               For the Year Ended
                                                                   December 31,
                                                  ----------------------------------------------
                                                     1997             1996              1995
                                                  -----------  -------------------  ------------
<S>                                               <C>          <C>                  <C>
 
REVENUES                                          $5,522,807           $5,724,538   $ 6,838,837
 
COSTS AND EXPENSES:
  Operating expenses                               2,844,900            3,224,895     3,426,527
  Management fees and allocated administrative
    costs from the General Partner                   601,332              679,839       880,721
  Depreciation and amortization                    1,680,105            1,930,748     3,161,861
                                                  ----------           ----------   -----------
 
OPERATING INCOME (LOSS)                              396,470             (110,944)     (630,272)
 
OTHER INCOME (EXPENSE):
  Interest expense                                  (664,204)            (635,375)     (870,843)
  Gain on sale of cable television system               -               4,550,867          -
  Other, net                                         (13,641)             (92,887)        5,646
                                                  ----------           ----------   -----------
 
            Total other income (expense)            (677,845)           3,822,605      (865,197)
                                                  ----------           ----------   -----------
 
NET INCOME (LOSS)                                 $ (281,375)          $3,711,661   $(1,495,469)
                                                  ==========           ==========   ===========
 
ALLOCATION OF NET INCOME (LOSS):
  General Partner                                 $   (2,814)          $  160,140   $   (14,955)
                                                  ==========           ==========   ===========
 
  Limited Partners                                $ (278,561)          $3,551,521   $(1,480,514)
                                                  ==========           ==========   ===========
 
NET INCOME (LOSS) PER LIMITED
  PARTNERSHIP UNIT                                    $(5.43)              $69.26       $(28.87)
                                                  ==========           ==========   ===========
 
WEIGHTED AVERAGE NUMBER OF
  LIMITED PARTNER UNITS
  OUTSTANDING                                         51,276               51,276        51,276
                                                  ==========           ==========   ===========
 
</TABLE>
                 The accompanying notes to financial statements
                   are an integral part of these statements.

                                       19
<PAGE>
 
                  JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
                  --------------------------------------------
                            (A Limited Partnership)

                   STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                   -----------------------------------------
<TABLE>
<CAPTION>
 
 
                                                                 For the Year Ended
                                                                    December 31,
                                                       ---------------------------------------
                                                          1997          1996          1995
                                                       -----------  ------------  ------------
<S>                                                    <C>          <C>           <C>
 
GENERAL PARTNER:
  Balance, beginning of year                           $  (14,444)  $  (161,958)  $  (134,377)
  Cash flow distributions                                    -          (12,626)      (12,626)
  Net income (loss) for the year                           (2,814)      160,140       (14,955)
                                                       ----------   -----------   -----------
 
  Balance, end of year                                 $  (17,258)  $   (14,444)  $  (161,958)
                                                       ==========   ===========   ===========
 
LIMITED PARTNERS:
  Balance, beginning of year                           $3,281,419   $ 5,979,898   $ 8,710,412
  Cash flow distributions                                    -       (1,250,000)   (1,250,000)
  Distribution from sale of cable television system          -       (5,000,000)         -
  Net income (loss) for the year                         (278,561)    3,551,521    (1,480,514)
                                                       ----------   -----------   -----------
 
  Balance, end of year                                 $3,002,858   $ 3,281,419   $ 5,979,898
                                                       ==========   ===========   ===========
 
</TABLE>

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

                                       20
<PAGE>
 
                  JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
                  --------------------------------------------
                            (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                            ------------------------
<TABLE>
<CAPTION>
 
 
                                                                                   For the Year Ended
                                                                                       December 31,
                                                                      ----------------------------------------------
                                                                         1997             1996              1995
                                                                      -----------  -------------------  ------------
<S>                                                                   <C>          <C>                  <C>
 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                   $ (281,375)        $  3,711,661   $(1,495,469)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Depreciation and amortization                                    1,680,105            1,930,748     3,161,861
      Gain on sale of cable television system                               -              (4,550,867)         -
      Decrease (increase) in trade accounts receivable, net              (60,942)             104,612       (95,974)
      Increase in deposits, prepaid expenses and other assets            (91,318)             (22,669)      (21,402)
      Increase (decrease) in trade accounts payable and
        accrued liabilities and subscriber prepayments
        and deposits                                                     (87,713)             (78,005)       41,434
      Decrease in advances from Jones Intercable, Inc.                      -                    -          (44,786)
                                                                      ----------         ------------   -----------
 
               Net cash provided by operating activities               1,158,757            1,095,480     1,545,664
                                                                      ----------         ------------   -----------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment, net                               (905,705)          (1,009,939)   (1,275,117)
  Proceeds from sale of cable television system                             -              10,058,334          -
                                                                      ----------         ------------   -----------
 
               Net cash provided by (used in) investing activities      (905,705)           9,048,395    (1,275,117)
                                                                      ----------         ------------   -----------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings                                               687,618            5,930,512       870,251
  Repayment of borrowings                                               (535,221)         (10,068,449)      (52,220)
  Increase (decrease) in accrued distributions                          (315,657)                -          315,657
  Distributions to partners                                                 -              (6,262,626)   (1,262,626)
                                                                      ----------         ------------   -----------
 
               Net cash used in financing activities                    (163,260)         (10,400,563)     (128,938)
                                                                      ----------         ------------   -----------
 
INCREASE (DECREASE) IN CASH                                               89,792             (256,688)      141,609
 
CASH, BEGINNING OF YEAR                                                   56,865              313,553       171,944
                                                                      ----------         ------------   -----------
 
CASH, END OF YEAR                                                     $  146,657         $     56,865   $   313,553
                                                                      ==========         ============   ===========
 
SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Interest paid                                                       $  719,176         $    638,714   $   875,993
                                                                      ==========         ============   ===========
 
</TABLE>
                 The accompanying notes to financial statements
                   are an integral part of these statements.

                                       21
<PAGE>
 
                  JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
                  --------------------------------------------
                            (A Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                                        

(1)  ORGANIZATION AND PARTNERS' INTERESTS:
     ------------------------------------ 

     Formation and Business
     ----------------------

     Jones Spacelink Income/Growth Fund 1-A, Ltd. (the "Partnership"), a
Colorado limited partnership, was formed on May 12, 1988, pursuant to a public
offering of limited partner interests.  The Partnership was formed to acquire,
construct, develop and operate cable television systems.  Jones Intercable, Inc.
("Intercable"), a Colorado corporation, is the "General Partner," and manager of
the Partnership.  Intercable and certain of its subsidiaries also own and
operate cable television systems for their own account and for the account of
other managed limited partnerships.

     Cable Television System Acquisitions
     ------------------------------------

     In November 1988, the Partnership purchased the cable television systems
serving the areas in and around the communities of Bluffton, Decatur, Monroe,
Auburn, Butler, Uniondale, Waterloo, Poneto, Vera Cruz and Garrett, and the
unincorporated areas of Wells, Allen, Noble, Adams and Dekalb Counties, all in
the State of Indiana (the "Northeast Indiana Systems").

     In March 1991, the Partnership purchased the cable television system
serving the communities of Lake Geneva and areas of Walworth County, all in the
State of Wisconsin (the "Lake Geneva System") and the cable television system
serving the communities of Ripon and areas of Fond-du-Lac County, all in the
State of Wisconsin (the "Ripon System").  Such systems were sold in 1996 as
discussed below.

     Contributed Capital, Commissions and Syndication Costs
     ------------------------------------------------------

     The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit).  No limited partner is obligated to
make any additional contribution to Partnership capital.  The General Partner
purchased its general partner interest in the Partnership by contributing $1,000
to partnership capital.

     All profits and losses of the Partnership will be allocated 99 percent to
the limited partners and one percent to the General Partner, except for income
or gain from the sale or disposition of cable television properties, which will
be allocated to the partners based upon the formula set forth in the partnership
agreement, and interest income earned prior to the first acquisition by the
Partnership of a cable television system, which was allocated 100 percent to the
limited partners.

     Sales of Cable Television Systems
     ---------------------------------

     On April 11, 1996, the Partnership sold to Jones Cable Holdings, Inc., a
wholly owned subsidiary of Intercable, the Lake Geneva System for $6,345,667,
and the Ripon System for $3,712,667.  The purchase prices were determined by
averaging three separate independent appraisals of each of the cable television
systems sold.  No vote of the limited partners of the Partnership was required
in connection with these transactions because the sales of the Lake Geneva
System and the Ripon System, individually and collectively, did not represent
the sale of all or substantially all of the Partnership's assets.  Pursuant to
the terms of an amendment to the Partnership's credit agreement, the Partnership
distributed $5,000,000 of the proceeds from the sales of the Lake Geneva System
and the Ripon System to the limited partners, and the balance of the sale
proceeds, approximately $5,058,000, reduced the Partnership's outstanding
indebtedness, which at December 31, 1996 totaled $7,467,645.  The limited
partners of the Partnership received, in April 1996, approximately $98 per unit,
or $195 for each $1,000 invested in the Partnership.  Limited partners of the
Partnership have received a total of $596 for each $1,000 invested in the
Partnership taking into account the prior distributions to limited partners.
Because these distributions have not yet returned to limited partners 100
percent of the capital contributed by them to the 

                                       22
<PAGE>
 
Partnership plus their preferred return, the General Partner was not entitled to
receive a distribution on the sales of the Lake Geneva System and the Ripon
System.

     Proposed Sale of Cable Television Systems
     -----------------------------------------

     On December 17, 1997, the Partnership entered into an asset purchase
agreement to sell the Northeast Indiana Systems to an unaffiliated party (the
"buyer") for a sales price of $23,500,000, subject to closing adjustments that
may have the effect of increasing or decreasing the sales price by a non-
material amount.  Closing of the sale, which is anticipated to occur during the
second quarter of 1998, is subject to several conditions, including necessary
governmental and other third party consents and the termination or expiration of
the statutory waiting period applicable to the asset purchase agreement and the
transactions contemplated thereby under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.  In addition, because the Northeast
Indiana Systems constitute all of the Partnership's assets, the sale must be
approved by the owners of a majority of the interests of the Partnership.  The
General Partner intends to conduct a proxy vote on this matter in May 1998.
Upon the consummation of the proposed sale of the Northeast Indiana Systems, the
Partnership will repay all of its indebtedness including the $7,500,000 borrowed
under its credit facility and capital lease obligations totaling $120,042,
leaving the Partnership with no debt outstanding, settle working capital
adjustments, and then deposit $1,000,000 into an indemnity escrow account.  The
remaining net sale proceeds of approximately $14,900,000 will be distributed to
the Partnership's limited partners of record as of the closing date of the sale
of the Northeast Indiana Systems.  Based upon financial information as of
December 31, 1997, this distribution will give the Partnership's limited
partners an approximate return of $291.50 for each $500 limited partnership
interest, or $583 for each $1,000 invested in the Partnership.  Taking into
account prior distributions to limited partners from the Partnership's operating
cash flow and from the net proceeds from the sales of the Lake Geneva System and
Ripon System, the limited partners of the Partnership will have received a total
of $590 for each $500 limited partner interest, or $1,180 for each $1,000
invested in the Partnership.

     For a period of one year following the closing date, $1,000,000 of the sale
proceeds will remain in escrow as security for the Partnership's agreement to
indemnify the buyer under the asset purchase agreement.  The Partnership's
primary exposure, if any, will relate to the representations and warranties made
about the Northeast Indiana Systems in the asset purchase agreement.  Any
amounts remaining from this indemnity escrow account and not claimed by the
buyer at the end of the one-year period will be distributed to the limited
partners of the Partnership at that time. If the entire $1,000,000 escrow amount
is distributed to the limited partners, of which there can be no assurance,
limited partners would receive $19.50 for each $500 limited partnership
interest, or $39 for each $1,000 invested in the Partnership.  The Partnership
will continue in existence at least until any amounts remaining from the
indemnity escrow account have been distributed.  Since the Northeast Indiana
Systems represent the only asset of the Partnership, the Partnership will be
liquidated and dissolved upon the final distribution of any amounts remaining
from the indemnity escrow account.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
     ------------------------------------------ 

     Accounting Records
     ------------------

     The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
The Partnership's tax returns are also prepared on the accrual basis.

      The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those estimates.

                                       23
<PAGE>
 
     Property, Plant and Equipment
     -----------------------------

     Depreciation of property, plant and equipment is provided using the
straight-line method over the following estimated service lives:

               Cable distribution systems        5  -  15  years
               Equipment and tools               5  -   7  years
               Office furniture and equipment    3  -   5  years
               Buildings                               30  years
               Vehicles                          3  -   4  years

     Replacements, renewals and improvements are capitalized and maintenance and
repairs are charged to expense as incurred.

     Property, plant and equipment and the corresponding accumulated
depreciation are written off as certain assets become fully depreciated and are
no longer in service.

     Allocation of Cost of Purchased Cable Television Systems
     --------------------------------------------------------

     Based on independent appraisals, the Partnership allocated the total
purchase price of the cable television systems acquired as follows:  first, to
the fair value of net tangible assets acquired; second, to franchise costs in an
amount equal to the estimated value of franchise agreements; third, to
subscriber lists; fourth, to noncompete agreements; and fifth, to costs in
excess of interests in net assets purchased.  The brokerage fees paid to The
Jones Group, Ltd. upon acquisition of the systems and other acquisition costs
were capitalized and charged to investment in cable television properties in the
accompanying balance sheets.

     Intangible Assets
     -----------------

     Costs assigned to intangible assets are being amortized using the straight-
line method over the following remaining estimated useful lives:

               Franchise costs                        6  -  7  years
               Costs in excess of interests in net 
               assets purchased                            33  years

     Revenue Recognition
     -------------------

     Subscriber prepayments are initially deferred and recognized as revenue
when earned.

     Reclassifications
     -----------------

     Certain prior year amounts have been reclassified to conform to the 1997 
presentation. 

                                       24
<PAGE>
 
(3)  PROPERTY, PLANT AND EQUIPMENT
     -----------------------------

     Property, plant and equipment as of December 31, 1997 and 1996, consisted
of the following:
<TABLE>
<CAPTION>
 
                                                                            1997          1996
                                                                        ------------  ------------
<S>                                                                     <C>           <C>
 
          Cable distribution systems                                    $11,182,336   $10,440,907
          Equipment and tools                                               504,417       435,937
          Office furniture and equipment                                    179,632       156,856
          Buildings                                                          12,002        12,002
          Vehicles                                                          255,628       182,608
          Land                                                                5,000         5,000
                                                                        -----------   -----------
 
                                                                         12,139,015    11,233,310
                                                                        -----------   -----------
 
          Less- accumulated depreciation                                 (6,056,785)   (5,174,077)
                                                                        -----------   -----------
 
                                                                        $ 6,082,230   $ 6,059,233
                                                                        ===========   ===========
 
(4)  DEBT:
     -----
 
     At December 31, 1997 and 1996, debt consisted of the following:
 
                                                                           1997          1996
                                                                        -----------   -----------
 
      Revolving credit and term loan facility                           $ 7,500,000   $ 7,400,000
      Capital lease obligations                                             120,042        67,645
                                                                        -----------   -----------
 
                                                                        $ 7,620,042   $ 7,467,645
                                                                        ===========   ===========
</TABLE>

     At December 31, 1997, $7,500,000 was outstanding under the Partnership's
$8,000,000 credit facility, leaving $500,000 available for the Partnership.
This credit facility currently has a final maturity date of the earlier of June
30, 1998 or the date of sale of the Northeast Indiana Systems.  This credit
facility will be repaid in full upon the sale of the Northeast Indiana Systems.
If the sale of the Northeast Indiana Systems is not closed by June 30, 1998, the
Partnership will refinance its existing debt structure.  Interest on the
outstanding principal balance is at the Partnership's option of the Prime Rate
plus 1/4 percent or the London Interbank Offered Rate plus 1-1/4 percent.  The
effective interest rates on outstanding obligations as of December 31, 1997 and
1996 were 7.17 percent and 6.84 percent, respectively.

     Estimated maturities of the term loan and capital lease obligations for the
five years in the period ended December 31, 2002 and thereafter are as follows:
 
          1998                                  $7,536,013
          1999                                      36,013
          2000                                      36,013
          2001                                      12,003
          2002                                        -
          Thereafter                                  -
                                                 ---------

                                                $7,620,042
                                                 =========

      At December 31, 1997, the carrying amount of the Partnership's long-term
debt did not differ significantly from the estimated fair value of the financial
instruments.  The fair value of the Partnership's long-term debt is estimated
based on the discounted amount of future debt service payments using rates of
borrowing for a liability of similar risk.

                                       25
<PAGE>
 
(5)  SIGNIFICANT TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES:
     ---------------------------------------------------------------- 

     Management Fees, Distribution Ratios and Reimbursements
     -------------------------------------------------------

     The General Partner manages the Partnership and receives a fee for its
services equal to 5 percent of the gross revenues of the Partnership, excluding
revenues from the sale of cable television systems or franchises.  Management
fees paid to the General Partner by the Partnership for the years ended December
31, 1997, 1996 and 1995 were $276,140, $286,227 and $341,942, respectively.

     Any partnership distributions made from cash flow (defined as cash receipts
derived from routine operations and interest income, less debt principal and
interest payments and cash expenses) are allocated 99 percent to the limited
partners and one percent to the General Partner.  The Partnership may distribute
any proceeds from the sale or refinancing of a cable television system generally
as follows:  first, to the Partners until they have received an amount equal to
their initial capital contributions (as reduced by all prior distributions other
than distributions from cash flow); second, to the limited partners until they
have received a liquidation preference equal to 12 percent per annum, cumulative
and noncompounded, on an amount equal to their initial capital contributions,
less any portion of such capital contributions which has been returned to the
limited partners from prior sale or refinancing proceeds, as determined for any
particular year; provided that such cumulative return will be reduced by all
prior distributions of cash flow from operations and prior distributions of
proceeds of sales or refinancings of the Partnership's cable television systems.
The balance will be allocated 75 percent to the limited partners' and 25 percent
to the General Partner.  See Note 6 for discussion of cash flow distributions.

     The Partnership reimburses the General Partner and certain of its
subsidiaries for certain allocated general and administrative expenses.  These
expenses represent the salaries and related benefits paid for corporate
personnel, office rent and related facilities expense.  Such personnel provide
engineering, marketing, administrative, accounting, legal, and investor relation
services to the Partnership.  Such services, and their related costs, are
necessary to the operations of the Partnership and would have been incurred by
the Partnership if it was a stand alone entity.  Allocations of personnel costs
are based primarily on actual time spent by employees of the General Partner
with respect to each partnership managed.  Remaining expenses are allocated
based on the pro rata relationship of the Partnership's revenues to the total
revenues of all systems owned or managed by the General Partner and certain of
its subsidiaries.  Systems owned by the General Partner and all other systems
owned by partnerships for which Intercable is the general partner are also
allocated a proportionate share of these expenses.  The General Partner believes
that the methodology used in allocating general and administrative costs is
reasonable.  General and administrative expenses allocated to the Partnership by
the General Partner were $325,192, $393,612 and $538,779 for the years ended
December 31, 1997, 1996 and 1995, respectively.

     The Partnership was charged interest during 1997 at an average interest
rate of approximately 7.82 percent per annum on the amounts due the General
Partner, which approximated the General Partner's weighted average cost of
borrowing.  Total interest charged to the Partnership by the General Partner was
$2,796, $67,530 and $9,243 for the years ended December 31, 1997, 1996 and 1995,
respectively.

     Payments to/from Affiliates for Programming Services
     ----------------------------------------------------

     The Partnership receives or has received programming from Superaudio,
Knowledge TV, Inc., Jones Computer Network, Ltd., Great American Country, Inc.
and Product Information Network, all of which are affiliates of the General
Partner.

     Payments to Superaudio by the Partnership for the years ended December 31,
1997, 1996 and 1995 totaled $9,775, $9,979 and $11,632, respectively.  Payments
to Knowledge TV, Inc. by the Partnership for the years ended December 31, 1997,
1996 and 1995 totaled $10,870, $10,882 and $12,438, respectively.  Payments to
Jones Computer Network, Ltd., whose service was discontinued in April 1996, for
the years ended December 31, 1997, 1996 and 1995 totaled $-0-, $1,557 and
$4,869, respectively.  Payments to Great American Country, Inc., which initiated
service in 1996, totaled $11,313 and $3,039 in 1997 and 1996, respectively.

                                       26
<PAGE>
 
     The Partnership receives a commission from Product Information Network,
based on a percentage of advertising revenue and number of subscribers.  Product
Information Network paid commissions to the Partnership for the years ended
December 31, 1997, 1996 and 1995 totaling $18,248, $12,295 and $1,871,
respectively.

     The programming fees paid by the Partnership to Superaudio, Knowledge TV,
Inc., Jones Computer Network, Ltd. and Great American Country (collectively, the
"affiliated programming providers") are governed by the terms of the various
master programming agreements entered into by and between the General Partner
and each of the affiliated programming providers.  Generally, with respect to
most video programming services, cable operators pay to programmers a monthly
license fee per subscriber that is based on a number of factors, including the
perceived value of the programming, the size of the cable operator and the level
of distribution of the programming service within the cable operator's systems
and the other terms and conditions under which the programming is provided.  The
General Partner negotiates master programming agreements with each programming
network distributed on any of its owned or managed cable systems.  The
Partnership pays the same per subscriber rate for all of its programming,
including the programming provided by affiliates of the General Partner, as the
General Partner pays for the programming it provides on cable television systems
that it owns itself, i.e., the General Partner does not receive any markup for
programming provided to the Partnership under its master programming agreements.
The master programming agreements entered into by and between the General
Partner and the affiliated programming providers were negotiated by officers of
the General Partner with representatives of the affiliated programming
providers.

(6)  DISTRIBUTIONS FROM CASH FLOW:
     ---------------------------- 

     A primary objective of the Partnership has been to provide quarterly cash
distributions to the partners, principally from cash flow from operations
remaining after principal and interest payments and the creation of any reserves
necessary for the operation of the Partnership.  The payment of quarterly cash
flow distributions reduces the financial flexibility of the Partnership.  The
Partnership accordingly has suspended such distributions in 1997 because funds
from cash flow have been used to pay for necessary capital additions to the
Partnership's Northeast Indiana Systems as a result of limited borrowing
capacity under the Partnership's credit facility.  The Partnership does not plan
on resuming such distributions to the partners.  The Partnership intends to make
distributions to the limited partners from the net proceeds of the sale of the
Northeast Indiana Systems.  The Partnership declared such distributions totaling
$1,262,626 (approximately $25 for each $500 limited partner interest) and
$1,262,626 (approximately $25 for each $500 limited partner interest) in 1996
and 1995, respectively.

(7)  INCOME TAXES:
     ------------ 

     Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners.  The federal and state
income tax returns of the Partnership are prepared and filed by the General
Partner.

     The Partnership's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable income or loss are subject to
examination by federal and state taxing authorities.  If such examinations
result in changes with respect to the Partnership's qualification as such, or in
changes with respect to the Partnership's recorded income or loss, the tax
liability of the general and limited partners would likely be changed
accordingly.

     Taxable income (loss) to the Partners is different from that reported in
the statements of operations due to the difference in depreciation recognized
under generally accepted accounting principles and the expense allowed for tax
purposes under the Modified Accelerated Cost Recovery System (MACRS).  There are
no other significant differences between taxable income (loss) and the net loss
reported in the statements of operations.

                                       27
<PAGE>
 
(8)  COMMITMENTS AND CONTINGENCIES:
     ----------------------------- 

     The Partnership rents office and other facilities under various long-term
lease arrangements.  Rent paid under such lease arrangements totaled $63,959,
$66,613 and $73,344, respectively, for the years ended December 31, 1997, 1996
and 1995.  Future minimum lease payments as of December 31, 1997, under
noncancelable operating leases for each of the five years in the period ending
December 31, 2002, and thereafter are as follows:
 
          1998                                       $46,780
          1999                                        42,294
          2000                                        23,398
          2001                                         5,292
          2002                                         4,742
          Thereafter                                   9,050
                                                     -------

                                                    $131,556
                                                     =======

(9)  SUPPLEMENTARY PROFIT AND LOSS INFORMATION:
     ----------------------------------------- 

Supplementary profit and loss information for the respective years are presented
below:
<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                                               --------------------------------
                                                                 1997       1996        1995
                                                               --------  ----------  ----------
 <S>                                                           <C>       <C>         <C> 
 Maintenance and repairs                                       $ 25,266  $   37,948  $   55,247
                                                               ========  ==========  ==========
 
 Taxes, other than income and payroll taxes                    $ 85,447  $   76,760  $   99,201
                                                               ========  ==========  ==========
 
 Advertising                                                   $ 33,297  $   56,746  $   76,683
                                                               ========  ==========  ==========
 
 Depreciation of property, plant and equipment                 $915,602  $  910,553  $1,164,194
                                                               ========  ==========  ==========
 
 Amortization of intangible assets                             $764,503  $1,020,195  $1,997,667
                                                               ========  ==========  ==========
</TABLE>

                                       28
<PAGE>
 
           ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ---------------------------------------------------------
                      ACCOUNTING AND FINANCIAL DISCLOSURE
                      -----------------------------------

  None.

                                   PART III.
                                   ---------
                                        
          ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
          ------------------------------------------------------------

  The Partnership itself has no officers or directors.  Certain information
concerning the directors and executive officers of the General Partner is set
forth below.  Directors of the General Partner serve until the next annual
meeting of the General Partner and until their successors shall be elected and
qualified.

<TABLE>
       <S>                                        <C> <C>                                               
       Glenn R. Jones                             68  Chairman of the Board and Chief Executive Officer 
       James B. O'Brien                           48  President and Director                            
       Ruth E. Warren                             48  Group Vice President/Operations                   
       Kevin P. Coyle                             46  Group Vice President/Finance                      
       Christopher J. Bowick                      42  Group Vice President/Technology                   
       Cheryl M. Sprague                          45  Group Vice President/Human Resources              
       Cynthia A. Winning                         46  Group Vice President/Marketing                    
       Elizabeth M. Steele                        46  Vice President/General Counsel/Secretary          
       Larry W. Kaschinske                        38  Vice President/Controller                         
       Robert E. Cole                             65  Director                                          
       William E. Frenzel                         69  Director                                          
       Josef J. Fridman                           52  Director                                          
       Donald L. Jacobs                           59  Director                                          
       Robert Kearney                             61  Director                                          
       James J. Krejci                            56  Director                                          
       Raphael M. Solot                           64  Director                                          
       Howard O. Thrall                           50  Director                                          
       Siim A. Vanaselja                          41  Director                                          
       Sanford Zisman                             58  Director                                          
       Robert B. Zoellick                         44  Director                                           
</TABLE>

  Mr. Glenn R. Jones has served as Chairman of the Board of Directors and Chief
Executive Officer of the General Partner since its formation in 1970, and he was
President from June 1984 until April 1988.  Mr. Jones is the sole shareholder,
President and Chairman of the Board of Directors of Jones International, Ltd.
He is also Chairman of the Board of Directors of the subsidiaries of the General
Partner and of certain other affiliates of the General Partner.  Mr. Jones has
been involved in the cable television business in various capacities since 1961,
and he is a member of the Board of Directors and of the Executive Committee of
the National Cable Television Association.  In addition, Mr. Jones is a member
of the Board of Education Council of the National Alliance of Business.  Mr.
Jones is also a founding member of the James Madison Council of the Library of
Congress.  Mr. Jones has been the recipient of several awards including: the
Grand Tam Award in 1989, the highest award from the Cable Television
Administration and Marketing Society; the President's Award from the Cable
Television Public Affairs Association in recognition of Jones International's
educational efforts through Mind Extension University (now Knowledge TV); the
Donald G. McGannon Award for the advancement of minorities and women in cable
from the United Church of Christ Office of Communications; the STAR Award from
American Women in Radio and Television, Inc. for exhibition of a commitment to
the issues and concerns of women in television and radio; the Cableforce 2000
Accolade awarded by Women in Cable in recognition of the General Partner's
innovative employee programs; the Most Outstanding Corporate Individual
Achievement Award from the International Distance Learning Conference for his
contributions to distance education; the Golden Plate Award from the American
Academy of Achievement for his advances in distance education; the Man of the
Year 

                                       29
<PAGE>
 
named by the Denver chapter of the Achievement Rewards for College
Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's
Hall of Fame.

  Mr. James B. O'Brien, the General Partner's President, joined the General
Partner in January 1982.  Prior to being elected President and a Director of the
General Partner in December 1989, Mr. O'Brien served as a division manager,
director of operations planning/assistant to the CEO, Fund Vice President and
Group Vice President/Operations.  Mr. O'Brien was appointed to the General
Partner's Executive Committee in August 1993.  As President, he is responsible
for the day-to-day operations of the cable television systems managed and owned
by the General Partner.  Mr. O'Brien is a board member of Cable Labs, Inc., the
research arm of the U.S. cable television industry.  He also serves as the
Chairman of the Board of Directors of the Cable Television Administration and
Marketing Association and as a director and a member of the Executive Committee
of the Walter Kaitz Foundation, a foundation that places people of ethnic
minority groups in positions with cable television systems, networks and vendor
companies.

  Ms. Ruth E. Warren joined the General Partner in August 1980 and has served in
various operational capacities, including system marketing manager, director of
marketing, assistant division manager, regional vice president and Fund Vice
President, since then.  Ms. Warren was elected Group Vice President/Operations
of the General Partner in September 1990.

  Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services.  In September 1985, he was appointed Senior Vice
President/Financial Services.  He was elected Treasurer of the General Partner
in August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.

  Mr. Christopher J. Bowick joined the General Partner in September 1991 as
Group Vice President/Technology and Chief Technical Officer.  Prior to joining
the General Partner, Mr. Bowick worked for Scientific Atlanta's Transmission
Systems Business Division in various technical management capacities since 1981,
and as Vice President of Engineering since 1989.  Mr. Bowick also has served
since 1995 as President of Jones Futurex, Inc., a wholly owned subsidiary of the
General Partner that manufactures and markets data encryption products.

  Ms. Cheryl M. Sprague joined the General Partner in November 1997 as Group
Vice President/Human Resources.  Prior to November 1997 and since December 1995,
Ms. Sprague served as Director, Human Resources for Westmoreland Coal Company,
where she was responsible for human resources management for said company and
three of its subsidiaries.  From October 1993 to December 1995, Ms. Sprague
served as President of Peak Executive Resources, where she provided consulting
services in organizational development and human resources to businesses
experiencing organizational transition.  From April 1992 to October 1993, Ms.
Sprague was Vice President, Human Resources for Penrose-St. Francis Healthcare
System, where she was responsible for management of all human resources
activities.  Ms. Sprague serves as an adjunct instructor at Regis University and
has earned the professional designation as a Senior Professional in Human
Resources from the Society for Human Resource Management and its affiliate, the
Human Resources Certification Board.  Ms. Sprague is a past president of the
Colorado Human Resource Association and was named by that association as the
Colorado Human Resources Administrator of the Year in 1986.  Ms. Sprague also
serves as a director on the Area VI Board for the Society for Human Resource
Management.

  Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994.  Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company.  From 1979 to 1981 and from 1986 to 1994,
Ms. Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten national
retail department store chains.  From 1981 to 1986, Ms. Winning was the Director
of Marketing Services for Daniels & Associates cable television operations, as
well as the Western Division Marketing Director for Capital Cities Cable.  Ms.
Winning also serves as a board member of Cities in Schools, a dropout
intervention/prevention program.

                                       30
<PAGE>
 
     Ms. Elizabeth M. Steele joined the General Partner in August 1987 as Vice
President/General Counsel and Secretary.  From August 1980 until joining the
General Partner, Ms. Steele was an associate and then a partner at the Denver
law firm of Davis, Graham & Stubbs, which serves as counsel to the General
Partner.

     Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990, named Controller in August 1994 and was elected
Vice President/Controller in June 1996.

     Mr. Robert E. Cole was appointed a Director of the General Partner in March
1996.  Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska.  From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar
Life Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of
PMI Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co-
founder of a specialty investment banking firm that provided services to finance
the ownership and growth of emerging companies, productive assets and real
property.  Mr. Cole is a Certified Financial Planner and a former United States
Naval Aviator.

     Mr. William E. Frenzel was appointed a Director of the General Partner in
April 1995.  Mr. Frenzel has been a Guest Scholar since 1991 with the Brookings
Institution, a research organization located in Washington D. C.  Until his
retirement in January 1991, Mr. Frenzel served for twenty years in the United
States House of Representatives, representing the State of Minnesota, where he
was a member of the House Ways and Means Committee and its Trade Subcommittee,
the Congressional Representative to the General Agreement on Tariffs and Trade
(GATT), the Ranking Minority Member on the House Budget Committee and a member
of the National Economic Commission.  Mr. Frenzel also served in the Minnesota
Legislature for eight years.  He is a Distinguished Fellow of the Tax
Foundation, Vice Chairman of the Eurasia Foundation, a Board Member of the U.S.-
Japan Foundation, the Close-Up Foundation, Sit Mutual Funds and Chairman of the
Japan-America Society of Washington.

     Mr. Josef J. Fridman was appointed a Director of the General Partner in
February 1998.  Mr. Fridman is currently senior vice-president, law and
corporate secretary of BCE Inc., Canada's largest telecommunications company.
Mr. Fridman joined Bell Canada, a wholly owned subsidiary of BCE Inc., in 1969,
and has held increasingly senior positions with Bell Canada and BCE Inc. since
such time.  Mr. Fridman has held his current position since January 1991.  Mr.
Fridman's directorships include Telesat Canada, TMI Communications, Inc.,
Telebec Itee, BCI Telecom Holding Inc. and BCE Corporate Services Inc.  He is a
member of the Quebec Bar Association, the Canadian, American and International
Bar Associations and the Lord Reading Law Society.  Mr. Fridman is a governor of
the Quebec Bar Association.

     Mr. Donald L. Jacobs was appointed a Director of the General Partner in
April  1995.  Mr. Jacobs is a retired executive officer of TRW.  Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW.
During his career, Mr. Jacobs served on several corporate, professional and
civic boards.

     Mr. Robert Kearney was appointed a director of the General Partner in July
1997.  Mr. Kearney is a retired executive officer of Bell Canada.  Prior to his
retirement in December 1993, Mr. Kearney was the President and Chief Executive
Officer of Bell Canada.  He served as Chairman of BCE Canadian Telecom Group in
1994 and as Deputy Chairman of BCI Management Limited in 1995.  During his
career, Mr. Kearney served in a variety of capacities in the Canadian, American
and International Standards organizations, and he has served on several
corporate, professional and civic boards.

     Mr. James J. Krejci is President and CEO of Imagelink Technologies, Inc., a
privately financed company with leading technology in the desktop or personal
computer videoconferencing market.  Prior to joining 

                                       31
<PAGE>
 
Imagelink Technologies in July 1996, Mr. Krejci was President of the
International Division of International Gaming Technology, the world's largest
gaming equipment manufacturer, with headquarters in Reno, Nevada. Prior to
joining IGT in May 1994, Mr. Krejci was Group Vice President of Jones
International, Ltd. and was Group Vice President of the General Partner. He also
served as an officer of subsidiaries of Jones International, Ltd. until leaving
the General Partner in May 1994. Mr. Krejci started his career as an electronics
research engineer with the Allen-Bradley Company, then moved to the 3M Company,
General Electric and Becton Dickinson until March 1985 when he joined Jones
International, Ltd. Mr. Krejci has been a director of the General Partner since
August 1987.

     Mr. Raphael M. Solot was appointed a Director of the General Partner in
March 1996.  Mr. Solot is an attorney and has practiced law for 34 years with an
emphasis on franchise, corporate and partnership law and complex litigation.

     Mr. Howard O. Thrall was appointed a Director of the General Partner in
March 1996.  Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994.  Mr. Thrall is a management and
international marketing consultant, having active assignments with First
National Net, Inc., LEP Technologies, Cheong Kang Associates (Korea), Aero
Investment Alliance, Inc. and Western Real Estate Partners, among others.  From
September 1993 through July 1996, Mr. Thrall served as Vice President of Sales,
Asian Region, for World Airways, Inc. headquartered at the Washington Dulles
International Airport.  From 1984 until August 1993, Mr. Thrall was with the
McDonnell Douglas Corporation, where he concluded as a Regional Vice President,
Commercial Marketing with the Douglas Aircraft Company subsidiary.

     Mr. Siim A. Vanaselja was appointed a Director of the General Partner in
August 1996.  He is the Executive Vice President and Chief Financial Officer of
Bell Canada International Inc. and Vice President of BCI Telecom Holding Inc.
Mr. Vanaselja joined BCE Inc., Canada's largest telecommunications company, in
February 1994 as Assistant Vice-President, International Taxation.  In June
1994, he was appointed Assistant Vice-President and Director of Taxation, and in
February 1995, Mr. Vanaselja was appointed Vice-President, Taxation.  On August
1, 1996, Mr. Vanaselja was appointed the Executive Vice President and Chief
Financial Officer of Bell Canada International Inc., a subsidiary of BCE Inc.
Prior to joining BCE Inc. and since August 1989, Mr. Vanaselja was a partner in
the Toronto office of KPMG Peat Marwick Thorne.  Mr. Vanaselja has been a member
of the Institute of Chartered Accountants of Ontario since 1982 and is a member
of the Canadian Tax Foundation, the Tax Executives Institute and the
International Fiscal Association.

     Mr. Sanford Zisman was appointed a director of the General Partner in June
1996.  Mr. Zisman is a principal in the law firm of Zisman & Ingraham, P.C. of
Denver, Colorado and he has practiced law for 32 years, specializing in the
areas of tax, business and estate planning and probate administration.  Mr.
Zisman was a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, serving at various times as Chairman of the Board,
Chairman of the Finance Committee and Chairman of the Strategic Planning
Committee.  Since 1982, he has also served on the Board of Directors of Maxim
Series Fund, Inc., a subsidiary of Great-West Life Assurance Company.

     Mr. Robert B. Zoellick was appointed a Director of the General Partner in
April 1995.  Mr. Zoellick is the John M. Olin Professor at the U.S. Naval
Academy for the 1997-1998 term.  From 1993 through 1997, he was an Executive
Vice President at Fannie Mae, a federally chartered and stockholder-owned
corporation that is the largest housing finance investor in the United States.
From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff
of the White House and Assistant to the President.  From May 1991 to August
1992, Mr. Zoellick served concurrently as the Under Secretary of State for
Economic and Agricultural Affairs and as Counselor of the Department of State, a
post he assumed in March 1989.  From 1985 to 1988, Mr. Zoellick served at the
Department of Treasury in a number of capacities, including Counselor to the
Secretary.  Mr. Zoellick currently serves on the boards of Alliance Capital and
Said Holdings.

                                       32
<PAGE>
 
                        ITEM 11.  EXECUTIVE COMPENSATION
                        --------------------------------

     The Partnership has no employees; however, various personnel are required
to operate the cable television systems owned by the Partnership.  Such
personnel are employed by the General Partner and, pursuant to the terms of the
limited partnership agreement of the Partnership, the cost of such employment is
charged by the General Partner to the Partnership as a direct reimbursement
item.  See Item 13.


     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
     ----------------------------------------------------------------------

     As of February 16, 1998, no person or entity owned more than 5 percent of
the limited partnership interests of the Partnership.


            ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            --------------------------------------------------------

     The General Partner and its affiliates engage in certain transactions with
the Partnership as contemplated by the limited partnership agreement of the
Partnership.  The General Partner believes that the terms of such transactions
are generally as favorable as could be obtained by the Partnership from
unaffiliated parties.  This determination has been made by the General Partner
in good faith, but none of the terms were or will be negotiated at arm's-length
and there can be no assurance that the terms of such transactions have been or
will be as favorable as those that could have been obtained by the Partnership
from unaffiliated parties.

TRANSACTIONS WITH THE GENERAL PARTNER

     The General Partner charges the Partnership a 5 percent management fee, and
the General Partner is reimbursed for certain allocated overhead and
administrative expenses.  These expenses represent the salaries and benefits
paid to corporate personnel, rent, data processing services and other corporate
facilities costs.  Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Partnership.  Allocations of personnel costs are based primarily on actual time
spent by employees of the General Partner with respect to each partnership
managed.  Remaining expenses are allocated based on the pro rata relationship of
the Partnership's revenues to the total revenues of all systems owned or managed
by the General Partner and certain of its subsidiaries.  Systems owned by the
General Partner and all other systems owned by partnerships for which Jones
Intercable, Inc. is the general partner are also allocated a proportionate share
of these expenses.

     The General Partner from time to time also advances funds to the
Partnership and charges interest on the balance payable.  The interest rate
charged approximates the General Partner's weighted average cost of borrowing.

TRANSACTIONS WITH AFFILIATES

     Knowledge TV, Inc., a company owned 67 percent by Jones Education Group,
Ltd., 7 percent by Mr. Jones and 26 percent by the General Partner, operates the
television network JEC Knowledge TV.  JEC Knowledge TV provides programming
related to computers and technology; business, careers and finance; health and
wellness; and global culture and languages.  Knowledge TV. Inc. sells its
programming to the Northeast Indiana Systems.

     Jones Computer Network, Ltd., a wholly owned subsidiary of Jones Education
Group, Ltd., a company owned 64 percent by Jones International, Ltd., 16 percent
by the General Partner, 12 percent by BCI and 8 percent by Mr. Jones, operated
the television network, Jones Computer Network.  This network provided
programming focused primarily on computers and technology.  Jones Computer
Network sold its programming to the Northeast Indiana Systems.  Jones Computer
Network, Ltd. terminated its programming in April 1997.

                                       33
<PAGE>
 
     The Great American Country network provides country music video programming
to the cable television systems owned by the Partnership.  This network, owned
and operated by Great American Country, Inc., a subsidiary of Jones
International Networks, Ltd., an affiliate of the General Partner, commenced
service in 1996 in the Northeast Indiana Systems.

     Jones Galactic Radio, Inc. is a subsidiary of Jones International Networks,
Ltd., an affiliate of the General Partner.  Superaudio, a joint venture between
Jones Galactic Radio, Inc. and an unaffiliated entity, provides audio
programming to the Northeast Indiana Systems.

     The Product Information Network Venture (the "PIN Venture") is a venture
among a subsidiary of Jones International Networks, Ltd., an affiliate of the
General Partner, and two unaffiliated cable system operators.  The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials."  The PIN
Venture generally makes incentive payments of approximately 60 percent of its
net advertising revenue to the cable systems that carry its programming.  The
Partnership's Northeast Indiana Systems carries PIN for all or part of each day.
Revenues received by the Partnership from the PIN Venture relating to the
Northeast Indiana Systems totaled approximately $18,248 for the year ended
December 31, 1997.

     The charges to the Partnership for related party transactions are as
follows for the periods indicated:

<TABLE>
<CAPTION>
                                                                      For the Year Ended December 31,
                                                    -------------------------------------------------------------------
                                                            1997                   1996                   1995
                                                    ---------------------  ---------------------  ---------------------
<S>                                                 <C>                    <C>                    <C>
Management fees                                            $276,140               $286,227               $341,942
Allocation of expenses                                      325,192                393,612                538,779
Interest expense                                              2,796                 67,530                  9,243
Amount of advances outstanding                                    0                      0                      0
Highest amount of advances outstanding                      156,929                111,692                 30,144
Programming fees:                                         
   Knowledge TV, Inc.                                        10,870                 10,882                 12,438
   Jones Computer Network, Ltd.                                   0                  1,557                  4,869
   Great American Country                                    11,313                  3,039                      0
   Superaudio                                                 9,775                  9,979                 11,632
</TABLE>

                                       34
<PAGE>
 
                                    PART IV.
                                    --------

   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
   -------------------------------------------------------------------------

<TABLE>
<CAPTION>
<C>                 <S> 
(a)1.              See index to financial statements for a list of financial statements and exhibits thereto
                   filed as part of this report.

   3.              The following exhibits are filed herewith:
 
   4.1             Limited Partnership Agreement for Jones Spacelink Income/Growth Fund 1-A, Ltd.  (1)
 
   10.1.1          Copy of franchise and related documents granting a cable television system franchise for the
                   County of Adams, Indiana.  (1)
 
   10.1.2          Copy of franchise and related documents granting a cable television system franchise for the
                   County of Allen, Indiana.  (1)
 
   10.1.3          Copy of franchise and related documents granting a cable television system franchise for the
                   City of Auburn, Indiana.  (1)
 
   10.1.4          Copy of franchise and related documents granting a cable television system franchise for the
                   City of Bluffton, Indiana.  (1)
 
   10.1.5          Copy of franchise and related documents granting a cable television system franchise for the
                   City of Butler, Indiana.  (1)
 
   10.1.6          Copy of franchise and related documents granting a cable television system franchise for the
                   City of Decatur, Indiana.  (1)
 
   10.1.7          Copy of franchise and related documents granting a cable television system franchise for the
                   County of DeKalb, Indiana.  (1)
 
   10.1.8          Copy of franchise and related documents granting a cable television system franchise for the
                   City of Garrett, Indiana.  (1)
 
   10.1.9          Copy of franchise and related documents granting a cable television system franchise for the
                   Town of Monroe, Indiana.  (1)
 
   10.1.10         Copy of franchise and related documents granting a cable television system franchise for the
                   County of Noble, Indiana.  (1)
 
   10.1.11         Copy of franchise and related documents granting a cable television system franchise for the
                   Town of Poneto, Indiana.  (1)
 
   10.1.12         Copy of franchise and related documents granting a cable television system franchise for the
                   Town of Uniondale, Indiana.  (1)
 
   10.1.13         Copy of franchise and related documents granting a cable television system franchise for the
                   Town of Vera Cruz, Indiana.  (1)
 
   10.1.14         Copy of franchise and related documents granting a cable television system franchise for the
                   Town of Waterloo, Indiana.  (1)
</TABLE> 

                                       35
<PAGE>
 
<TABLE> 
<CAPTION> 
<C>               <S>  
  10.1.15          Copy of franchise and related documents granting a cable television system franchise for the
                   County of Wells, Indiana.  (1)
 
  10.2.1           Credit and Security Agreement dated as of March 6, 1991 among Jones Spacelink Income/Growth
                   Fund 1-A, Ltd. and Credit Lyonnais New York Branch, as agent for various lenders.  (2)
 
  10.2.2           Amendment No. 2 dated as of September 30, 1994 to the Credit and Security Agreement dated as
                   of March 6, 1991 among Jones Spacelink Income/Growth Fund 1-A, Ltd. and Credit Lyonnais New
                   York Branch, as agent for various lenders.  (3)
 
  10.2.3           Amendment No. 3 dated as of December 16, 1994 to the Credit and Security Agreement dated as
                   of March 6, 1991 among Jones Spacelink Income/Growth Fund 1-A, Ltd. and Credit Lyonnais New
                   York Branch, as agent for various lenders.  (3)
 
  10.2.4           Amendment No. 4 dated as of March 28, 1996 to the Credit and Security Agreement dated as of
                   March 6, 1991 among Jones Spacelink Income/Growth Fund 1-A, Ltd. and Credit Lyonnais New York
                   Branch, as agent for various lenders. (4)
 
  10.3.1           Asset Purchase Agreement dated September 5, 1995 between Jones Spacelink Income/Growth Fund
                   1-A, Ltd. and Jones Intercable, Inc. relating to the Ripon System.  (5)
 
  10.3.2           Asset Purchase Agreement dated September 5, 1995 between Jones Spacelink Income/Growth Fund
                   1-A, Ltd. and Jones Intercable, Inc. relating to the Lake Geneva System.  (5)
 
  10.3.3           Asset Purchase Agreement dated December 17, 1997 between Triax Midwest Associates, L.P. and
                   Jones Spacelink Income/Growth Fund 1-A, Ltd.
 
  27               Financial Data Schedule
 
__________
 
  (1)              Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year
                   ended 12/31/88.
 
  (2)              Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year
                   ended 12/31/91.
 
  (3)              Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year
                   ended 12/31/94.
 
  (4)              Incorporated by reference from the Partnership's Annual Report on Form 10-K for fiscal year
                   ended 12/31/95.
 
  (5)              Incorporated by reference from the Partnership's Current Report on Form 8-K dated September
                   11, 1995.
 
(b)                Reports on Form 8-K
                   -------------------
 
                   None.
</TABLE>

                                       36
<PAGE>
 
                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) 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 SPACELINK INCOME/
                                 GROWTH FUND 1-A, LTD.
                                 a Colorado limited partnership
                                 By:  Jones Intercable, Inc.


                                      By /s/ Kevin P. Coyle
                                         ------------------
                                         Kevin P. Coyle
                                         Group Vice President/Finance
Dated: April 28, 1998                    (Principal Financial Officer)

                                       37