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


(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, 1998
                                       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:    0-16200

                            CABLE TV FUND 14-B, LTD.
                            ------------------------
             (Exact name of registrant as specified in its charter)

     Colorado                                              84-1024658
     --------                                              ----------
(State of Organization)                        (IRS Employer Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309              (303) 792-3111
---------------------------------------------              --------------
   (Address of principal executive office            (Registrant's telephone no.
              and Zip Code)                               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 registrants, (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:

     Yes     x                                                 No
           -----                                                   -----

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



(40851)
<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 risks and uncertainties.  Actual events or results may differ
from those discussed in the forward-looking statements as a result of various
factors.


                                    PART I.
                                    -------

                               ITEM 1.  BUSINESS
                               -----------------

          The Partnership.  Cable TV Fund 14-B, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 14 Limited Partnership
Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the
"General Partner").  Cable TV Fund 14-A, Ltd. ("Fund 14-A") is the other
partnership that was formed pursuant to the Program.  The Partnership and Fund
14-A formed a general partnership known as Cable TV Fund 14-A/B Venture (the
"Venture"), in which the Partnership owned a 73 percent interest and Fund 14-A
owned a 27 percent interest.  The Partnership and the Venture were formed for
the purpose of acquiring and operating cable television systems.

          Neither the Partnership nor the Venture now own any cable television
systems.  During 1998, the Partnership sold its cable television system serving
the areas in and around Surfside, South Carolina (the "Surfside System") and in
January 1999, the Partnership sold its cable television system serving the areas
in and around Littlerock, California (the "Littlerock System").  During 1998,
the Venture sold its cable television system serving certain areas in Broward
County, Florida (the "Broward System").  See Disposition of Cable Television
System by the Venture and Dispositions of Cable Television Systems by the
Partnership below.

          It is anticipated that Comcast Corporation ("Comcast") will acquire a
controlling interest in the General Partner during April 1999.  As a result of
this transaction, it is expected that the current management of the General
Partner and a majority of the Board of Directors of the General Partner will be
replaced by Comcast.

Disposition of Cable Television System by the Venture.

          Broward System.  In March 1998, the Venture sold the Broward System to
          --------------                                                        
an unaffiliated third party for $140,000,000.  The agreement provided that the
contract sales price of $140,000,000 would be reduced $2,472 for each of the
Broward System's equivalent basic subscribers less than 56,637 at closing.  At
March 31, 1998, the Broward System had 55,346 equivalent basic subscribers,
which reduced the sales price by $3,191,352.  When final closing adjustments
were completed on June 30, 1998, however, additional equivalent basic
subscribers that were not able to be counted as basic subscribers of the Broward
System at the March 31, 1998 closing (because they were relatively recent
subscribers at such date) were able to be counted as equivalent basic
subscribers of the Broward System.  These basic subscribers brought the
equivalent basic subscriber count up to 56,637 and the sales price accordingly
was adjusted upward by $3,191,352 to $140,000,000.

          From the proceeds of the Broward System sale at initial closing, the
Venture settled working capital adjustments, repaid the outstanding balance on
its credit facility, which totaled $39,902,968, and paid a 2.5 percent brokerage
fee of $3,420,216 to The Intercable Group, Ltd., a subsidiary of the General
Partner ("The Intercable Group"), for acting as a broker in this transaction.
The Venture then distributed the remaining net sale proceeds, or $94,039,000, to
the Partnership and Fund 14-A in proportion to their ownership interests in the
Venture.  Accordingly, the Partnership received 73 percent of the net sale
proceeds, or $68,554,431, which the Partnership distributed in April 1998 to its
limited partners of record as of March 31, 1998.  Such distribution represented
approximately $262 for each $500 limited partnership interest, or $524 for each
$1,000 invested in the Partnership.

                                       2
<PAGE>
 
          From the additional proceeds of the Broward System sale at final
closing, the Venture settled final working capital adjustments and paid a 2.5
percent brokerage fee of $79,784 to The Intercable Group.  The Venture then
distributed the remaining additional net sale proceeds, or $1,669,056, to the
Partnership and Fund 14-A in proportion to their ownership interests in the
Venture.  Accordingly, the Partnership received 73 percent of the additional net
sale proceeds, or $1,216,623.  In August 1998, the Partnership distributed the
$1,216,623 to its limited partners when it distributed the net sale proceeds
from the sale of the Surfside System.  Because the distributions to the limited
partners from the sale of the Broward System, together with all prior
distributions, did not return to the limited partners 125 percent of the capital
initially contributed to the Partnership by the limited partners, the General
Partner did not receive any general partner distribution from the Broward
System's sale.  Since the Broward System represented the only asset of the
Venture, the Venture was liquidated and dissolved in October 1998.

Dispositions of Cable Television Systems by the Partnership.

          Surfside System.  In June 1998, the Partnership sold the Surfside
          ---------------                                                  
System to an unaffiliated third party for $51,500,000, subject to customary
closing adjustments.  Upon the closing of the sale of the Surfside System, the
Partnership retained approximately $240,000 of the sale proceeds for working
capital purposes, repaid all of its indebtedness (including $15,800,000 borrowed
under its credit facility, $658,490 in advances from the General Partner and
capital lease obligations of $143,870), paid a 2.5 percent brokerage fee
totaling $1,287,500 to The Intercable Group, paid a deferred acquisition fee of
$920,000 to The Intercable Group and then distributed the net sale proceeds of
approximately $33,096,952 to the Partnership's limited partners of record as of
June 30, 1998.  This distribution was made in August 1998.  The distribution
represented approximately $127 for each $500 limited partnership interest, or
$254 for each $1,000 invested in the Partnership.  Because the distributions to
the limited partners of the Partnership from the sale of the Broward System and
the Surfside System did not return to the limited partners 125 percent of the
capital initially contributed by the limited partners to the Partnership, the
General Partner did not receive a general partner distribution from the Surfside
System's sale proceeds.

          Littlerock System.  In January 1999, the Partnership sold the
          -----------------                                            
Littlerock System to an indirect subsidiary of the General Partner for a sales
price of $10,720,400, subject to customary closing adjustments.  The sales price
represented the average of three separate independent appraisals of the fair
market value of the Littlerock System, and the sale was approved by the holders
of a majority of the limited partnership interests of the Partnership.

          In January 1999, City Partnership Co. ("Plaintiff"), a limited partner
of the Partnership, filed a class action complaint naming the General Partner as
defendant.  Plaintiff, on its behalf and on behalf of all other persons who are
limited partners of the Partnership, is challenging the terms of the sale of the
Littlerock System to an affiliate of the General Partner.  See Item 3, Legal
Proceedings.

          From the proceeds of the Littlerock System's sale, the Partnership
settled working capital adjustments and retained $1,000,000 to cover expenses in
connection with pending litigation challenging the Partnership's sale of its
Littlerock System (the "Littlerock Litigation"), repaid all of its indebtedness
(including $380,466 in advances from the General Partner and capital lease
obligations of $25,981) and then the Partnership distributed the remaining sale
proceeds of $9,985,361 to its limited partners of record as of January 29, 1999.
This distribution was made in February 1999.  Because the distributions to the
limited partners from the sales of the Broward System, the Surfside System and
the Littlerock System did not return to the limited partners 125 percent of the
capital initially contributed by the limited partners to the Partnership, the
General Partner did not receive a general partner distribution from the
Littlerock System's sale proceeds.  Limited partners received $38 for each $500
limited partnership interest, or $76 for each $1,000 invested in the
Partnership, from the Partnership's net proceeds of the Littlerock System's
sale.

          Taking into account all distributions from the sales of the Venture's
and the Partnership's cable television systems, the limited partners of the
Partnership have received $432 for each $500 limited partnership interest, or
$864 for each $1,000 invested in the Partnership.

                                       3
<PAGE>
 
          Although the sale of the Littlerock System represented the sale of the
remaining cable television system of the Partnership, the Partnership will not
be dissolved until the Littlerock Litigation is finally resolved and terminated.
The Littlerock Litigation may require the continuation of the Partnership for
several years beyond 1999.

          Because transferees of limited partnership interests following the
record date for the distribution of the Littlerock System's sale proceeds
(January 29, 1999) would not be entitled to any distributions from the
Partnership, a transfer of limited partnership interests following such record
date would have no economic value.  The General Partner therefore has determined
that, pursuant to the authority granted to it by the Partnership's limited
partnership agreement, the General Partner will approve no transfers of limited
partnership interests after January 29, 1999.


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

           The Partnership does not currently own any cable television systems.


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

          In January 1999, City Partnership Co. ("Plaintiff"), a limited partner
of the Partnership, filed a class action complaint in the District Court,
Arapahoe County, State of Colorado (Case No. 99-CV-0150) naming the General
Partner as defendant.  Plaintiff, on its behalf and on behalf of all other
persons who are limited partners of the Partnership, is challenging the terms of
sale of the Littlerock System to an affiliate of the General Partner.  The case
is in a very preliminary stage, but the General Partner believes that the terms
of the sale were in accordance with the requirements of relevant limited
partnership agreement provisions.  The General Partner intends to defend this
lawsuit vigorously.


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

          The sale of the Littlerock System was subject to the approval of the
holders of a majority of the limited partnership interests of the Partnership.
A vote of the limited partners was conducted by the General Partner by mail in
December 1998 and January 1999.  Limited partners of record as of the close of
business on December 15, 1998 were entitled to notice of, and to participate in,
this vote of limited partners.  Following are the results of the vote of the
limited partners:

<TABLE>
<CAPTION>
No. of Interests 
Entitled to Vote                  Approved        Against      Abstained     Did Not Vote
----------------               ---------------  ------------  ------------  ---------------
                                 No.      %      No.     %     No.     %      No.      %
                               -------  ------  -----  -----  -----  -----  -------  ------
 
<S>                            <C>      <C>     <C>    <C>    <C>    <C>    <C>      <C>
   262,353                     134,406  51.43   4,570  1.75   3,615  1.38   118,762  45.44
</TABLE>



                                    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 1998, limited partners of the Partnership
conducted "limited tender offers" for interests in the Partnership at prices
ranging from $85 to $310 per interest. As of February 16, 1999, the number of
equity security holders in the Partnership was 15,454.

                                       4
<PAGE>
 
ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------
<TABLE>
<CAPTION>
 
 
                                                           For the Year Ended December 31,
                                      --------------------------------------------------------------------------
Cable TV Fund 14-B, Ltd./(a)/              1998            1997          1996           1995           1994
------------------------------------  ---------------  ------------  -------------  -------------  -------------
<S>                                   <C>              <C>           <C>            <C>            <C>
Revenues                              $ 15,524,182     $40,929,333   $ 37,768,924   $ 34,443,760   $ 32,084,279
Depreciation and Amortization            5,571,215      14,070,460     13,474,568     14,265,096     15,037,554
Operating Loss                            (443,961)       (258,143)    (1,165,250)    (2,684,818)    (5,677,171)
Minority Interest in Consolidated
  (Income) Loss                        (22,599,271)        626,089        815,252      1,104,003      1,468,218
Net Income (Loss)                       70,865,360/(b)/ (3,543,869)    (4,470,043)    (6,108,952)    (7,903,005)
Net Income (Loss) per Limited
  Partnership Unit                          268.29/(b)/     (13.42)        (16.93)        (23.14)        (29.94)
Weighted Average Number of Limited
  Partnership Units Outstanding            261,353         261,353        261,353        261,353        261,353
General Partner's Deficit                   (2,721)       (749,411)      (713,972)      (669,272)      (608,182)
Limited Partners' Capital                5,668,577      38,417,913     41,926,343     46,351,686     52,399,548
Total Assets                             5,781,669      99,133,735    105,915,409    111,850,697    118,867,757
Debt                                        25,981      54,185,513     56,656,424     56,241,715     57,376,558
General Partner Advances                         -         835,015        449,094      1,896,049        297,956
 
</TABLE>
(a) Cable TV Fund 14-B, Ltd.'s selected financial data historically includes 100
    percent of the accounts of Cable TV Fund 14-A/B Venture on a consolidated
    basis.

(b) Net income resulted primarily from the sale of the Surfside System by Cable
    TV Fund 14-B, Ltd. in June 1998 and from the sale of the Broward System by
    Cable TV Fund 14-A/B Venture in March 1998.

                                       5
<PAGE>
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------  -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

     The following discussion of the financial condition and results of
operations of Cable TV Fund 14-B, Ltd. (the "Partnership") 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
-------------------

     The Partnership owned the cable television system serving Littlerock,
California (the "Littlerock System") until its sale on January 29, 1999.  The
Partnership owned the cable television system serving Surfside, South Carolina
(the "Surfside System") until its sale on June 30, 1998.  The Partnership also
owned a 73 percent interest in Cable TV Fund 14-A/B Venture (the "Venture") .
The Venture sold its only asset, the cable television system serving certain
areas in Broward County, Florida (the "Broward System"), on March 31, 1998, and
the Venture was liquidated and dissolved in October 1998.  The accompanying
financial statements historically include 100 percent of the accounts of the
Partnership and those of the Venture, reduced by the 27 percent minority
interest in the Venture owned by Cable TV Fund 14-A, Ltd. ("Fund 14-A").

Cable TV Fund 14-B, Ltd. -
------------------------  

     On March 31, 1998, the Venture sold the Broward System to an unaffiliated
third party for $140,000,000.  The agreement provided that the contract sales
price of $140,000,000 would be reduced $2,472 for each of the Broward System's
equivalent basic subscribers less than 56,637 at closing.  At March 31, 1998,
the Broward System had 55,346 equivalent basic subscribers, which reduced the
sales price by $3,191,352.  When final closing adjustments were completed on
June 30, 1998, however, additional equivalent basic subscribers that were not
able to be counted as basic subscribers of the Broward System at the March 31,
1998 closing (because they were relatively recent subscribers at such date) were
able to be counted as equivalent basic subscribers of the Broward System.  These
basic subscribers brought the equivalent basic subscriber count up to 56,637 and
the sales price accordingly was adjusted upward by $3,191,352 to $140,000,000.

     From the proceeds of the Broward System sale at the initial closing, the
Venture settled working capital adjustments, repaid the outstanding balance on
its credit facility, which totaled $39,902,968 at March 31, 1998, and paid a 2.5
percent brokerage fee of $3,420,216 to The Intercable Group, Ltd. ("The
Intercable Group"), a subsidiary of Jones Intercable, Inc. (the "General
Partner") for acting as a broker in this transaction.  The Venture then
distributed the remaining net sale proceeds, or $94,039,000, to the two
constituent partnerships of the Venture in proportion to their ownership
interests in the Venture.  Accordingly, the Partnership received 73 percent of
the net sale proceeds, or $68,554,431.  In April 1998, the Partnership
distributed its net sale proceeds to its limited partners of record as of March
31, 1998.  Such  distribution represented approximately $262 for each $500
limited partnership interest, or $524 for each $1,000 invested in the
Partnership.

     From the additional proceeds of the Broward System sale at final closing,
the Venture settled final working capital adjustments and paid a 2.5 percent
brokerage fee of $79,784 to The Intercable Group.  The Venture then distributed
the remaining additional net sale proceeds, or $1,669,056, to the two
constituent partnerships of the Venture in proportion to their ownership
interests in the Venture.  Accordingly, the Partnership received 73 percent of
the additional net sale proceeds, or $1,216,623.  In August 1998, the
Partnership distributed the $1,216,623 to its limited partners, together with
the distribution to the limited partners from the net sales proceeds from the
sale of the Surfside System.  Because the distributions to the limited partners
from the sale of the Broward System did not return to the limited partners 125
percent of the capital initially contributed to the Partnership by the limited
partners, the General Partner did not receive any general partner distribution
from the Broward System's sale.  Because the Broward System represented the only
asset of the Venture, the Venture was liquidated and dissolved in October 1998.

     On June 30, 1998, the Partnership sold the Surfside System to an
unaffiliated third party for $51,500,000, subject to customary closing
adjustments.  Upon the closing of the sale of the Surfside System, the
Partnership retained approximately $240,000 of the sale proceeds for working
capital purposes, repaid all of its indebtedness (including $15,800,000 borrowed
under its credit facility, $658,490 in advances from the General Partner and
capital lease obligations of $143,870), paid a 2.5 percent brokerage fee
totaling $1,287,500 to The Intercable Group, paid a deferred acquisition fee of
$920,000 to The Intercable Group and then distributed the net sale proceeds of
approximately $33,096,952 to the Partnership's limited partners of record as of
June 30, 1998.  This distribution was made in August 1998.  Such distribution
represented approximately $127 for each $500 limited partnership interest, or
$254 for each $1,000 invested in the Partnership.  Because the distributions to
the limited partners from the sale of the Broward System and the Surfside System
did not return to the limited partners 125 percent of the capital initially
contributed by the limited partners to the Partnership, the General Partner did
not receive a general partner distribution from the Surfside System's sale
proceeds.

                                       6
<PAGE>
 
     On January 29, 1999, the Partnership sold the Littlerock System to a
subsidiary of the General Partner for $10,720,400, subject to customary closing
adjustments.  The sale was approved by the holders of a majority of the limited
partnership interests of the Partnership.  Upon the closing of the sale of the
Littlerock System, the Partnership retained $1,000,000 of the sale proceeds for
a reserve for expenses that the Partnership may incur related to pending
litigation, repaid all of its indebtedness (including $380,466 in advances from
the General Partner and capital lease obligations of $25,981) and then
distributed the net sale proceeds of approximately $9,985,361 to the
Partnership's limited partners of record as of January 29, 1999.  This
distribution was made in February 1999.  Such distribution represented
approximately $38 for each $500 limited partnership interest, or $76 for each
$1,000 invested in the Partnership.  Because the distributions to the limited
partners from the sales of the Broward System, the Surfside System and the
Littlerock System did not return 125 percent of the capital initially
contributed by the limited partners to the Partnership, the General Partner did
not receive a general partner distribution from the Littlerock System's sale
proceeds.

     Taking into account the distribution from the sale of the Broward System,
the distribution from the sale of the Surfside System, and the distribution from
the sale of the Littlerock System, the limited partners of the Partnership have
received a total of $432 for each $500 limited partnership interest, or $864 for
each $1,000 invested in the Partnership.

     In January 1999, City Partnership Co. ("Plaintiff"), a limited partner of
the Partnership, filed a class action complaint in the District Court, Arapahoe
County, State of Colorado (Case No. 99-CV-0150) naming the General Partner as
defendant.  Plaintiff, on its behalf and on behalf of all other persons who are
limited partners of the Partnership, is challenging the terms of sale of the
Littlerock System to an affiliate of the General Partner.  This case is in a
very preliminary stage, but the General Partner believes that the terms of the
sale were in accordance with the requirements of relevant limited partnership
agreement provisions.  The General Partner intends to defend this lawsuit
vigorously.

     Although the sale of the Littlerock System represented the only remaining
cable television system of the Partnership, the Partnership will not be
dissolved until after the pending litigation challenging the Partnership's
January 1999 sale of its Littlerock System to an affiliate of the General
Partner is finally resolved and terminated.

Year 2000 Issue
---------------

     The Year 2000 issue is the result of many computer programs being written
such that they will malfunction when reading a year of "00."  This problem could
cause system failure or miscalculations causing disruptions of business
processes.  Due to the sales of all of the Partnership's cable systems in 1998
and 1999, the Year 2000 Issue will not have a material effect on the
Partnership.

RESULTS OF OPERATIONS
---------------------

Cable TV Fund 14-B, Ltd.
------------------------

1998 Compared to 1997-
--------------------- 

     Revenues of the Partnership's Surfside System and Littlerock System
decreased $4,949,770, or approximately 37 percent, to $8,474,828 in 1998 from
$13,424,598 in 1997.  This decrease was a result of the sale of the Surfside
System.  Disregarding the effect of the Surfside System sale, revenues would
have increased $130,195, or approximately 5 percent, to $2,653,792 in 1998
compared to $2,523,597 in 1997.  This increase was primarily due to basic rate
increases and an increase in the number of basic subscribers in the Littlerock
System.  The number of basic subscribers in the Littlerock System increased
approximately 5 percent to 5,933 at December 31, 1998 from 5,673 at December 31,
1997.  No other single factor significantly affected these increases in
revenues.

     Operating expenses consisted primarily of costs associated with the
operation and administration of the Partnership's cable television systems.  The
principal cost components were 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 decreased $2,850,215, or approximately 38 percent, to
$4,681,644 in 1998 from $7,531,859 in 1997.  This decrease was a result of the
sale of the Surfside System.  Disregarding the effect of the Surfside System
sale, operating expenses would have increased $85,514, or approximately 6
percent, to $1,472,497 in 1998 compared to $1,386,983 in 1997.  This increase in
operating expenses was due primarily to increases in programming fees.  No other
individual factor was significant to this increase in operating expenses.
Operating expenses represented 55 percent of revenues in both 1998 and 1997.

     Management fees and allocated overhead from the General Partner decreased
$463,471, or approximately 33 percent, to $959,484 in 1998 compared to
$1,422,955 in 1997.  This decrease was a result of the sale of the Surfside
System.  Disregarding the effect of the Surfside System sale, management fees
and allocated overhead would have increased $49,992, or approximately 19
percent, to $320,065 in 1998 compared to $270,073 in 1997.  This increase was
primarily due to an increase in allocated overhead from the General Partner.

                                       7
<PAGE>
 
     Depreciation and amortization expense decreased $1,973,244, or
approximately 37 percent, to $3,322,197 in 1998 from $5,295,441 in 1997. This
decrease was a result of the sale of the Surfside System. Disregarding the
effect of the Surfside System sale, depreciation and amortization expense would
have increased $112,692, or approximately 15 percent, to $865,562 in 1998
compared to $752,870 in 1997. This increase was due to an increase in the
Littlerock System's depreciable asset base.

     Operating loss decreased $337,160, or approximately 41 percent, to $488,497
in 1998 compared to $825,657 in 1997.  Disregarding the effect of the sale of
the Surfside System, the Littlerock System would have reported an operating loss
of $4,332 in 1998 compared to operating income of $113,671 in 1997. This change
was a result of the increases in operating expenses, allocated overhead from the
General Partner and depreciation and amortization expense exceeding the increase
in revenues.

     Interest expense decreased $480,605, or approximately 47 percent, to
$545,312 in 1998 compared to $1,025,917 in 1997. This decrease was primarily due
to the lower outstanding balances on the Partnership's interest bearing
obligations, as a result of the proceeds from the sale of the Surfside System
being used to repay the outstanding principal balance of the Partnership's
credit facility.

     The Partnership reported a gain on the sale of the Surfside System totaling
$15,035,149 in 1998, while no similar gains were reported in 1997.

     The Partnership reported net income of $10,428,125 in 1998 compared to a
net loss of $1,859,666 in 1997.  This change was primarily due to the gain on
the Surfside System sale reported in 1998 compared to 1997 as discussed above.

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

     Revenues of the Partnership's Surfside System and Littlerock System
increased $1,174,779, or approximately 10 percent, to $13,424,598 in 1997 from
$12,249,819 in 1996.  This increase was primarily the result of basic service
rate increases, an increase in the number of basic subscribers, an increase in
advertising sales and an increase in premium service revenue.  Basic service
rate increases accounted for approximately 36 percent of the increase in
revenues.  The number of basic subscribers totaled 27,421 at December 31, 1997
compared to 26,595 at December 31, 1996, an increase of 826, or approximately 3
percent.  This increase in basic subscribers accounted for approximately 20
percent of the increase in revenues.  Increases in advertising sales and premium
service revenue accounted for approximately 21 percent and 9 percent,
respectively, of the increase in revenues.  No other individual factor
contributed significantly to the increase in revenues.

     Operating expenses increased $613,663, or approximately 9 percent, to
$7,531,859 in 1997 from $6,918,196 in 1996.  Increases in programming fees and
advertising expenses were primarily responsible for the increase in operating
expenses.  No other individual factor significantly affected the increase in
operating expenses.  Operating expenses represented approximately 56 percent of
revenue for both 1997 and 1996.

     Management fees and allocated overhead from the General Partner increased
$11,175, or approximately 1 percent, to $1,422,955 in 1997 from $1,411,780 in
1996.  This increase was due to the increase in revenues, upon which such
management fees are based and was partially offset by a decrease in allocated
overhead from the General Partner.

     Depreciation and amortization expense increased $229,030, or approximately
5 percent, to $5,295,441 in 1997 from $5,066,411 in 1996.  This increase was due
to capital additions to the Partnership's asset base.

     Operating loss decreased $320,911, or approximately 28 percent, to $825,657
in 1997 from $1,146,568 in 1996.  This decrease was due to the increase in
revenues exceeding the increase in operating expenses and depreciation and
amortization.

     Interest expense decreased $56,187, or approximately 5 percent, to
$1,025,917 in 1997 from $1,082,104 in 1996.  This decrease was due to lower
outstanding balances on interest bearing obligations during 1997.

     Net loss decreased $417,320, or approximately 18 percent, to $1,859,666 in
1997 from $2,276,986 in 1996.  These losses were primarily the result of the
factors discussed above.

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

     The audited financial statements of the Partnership for the year ended
December 31, 1998 follow.

                                       8
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------


To the Partners of Cable TV Fund 14-B, Ltd.:

     We have audited the accompanying consolidated balance sheets of CABLE TV
FUND 14-B, Ltd.(a Colorado limited partnership) and subsidiary as of December
31, 1998 and 1997, and the related consolidated statements of operations,
partners' capital (deficit) and cash flows for each of the three years in the
period ended December 31, 1998.  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 Cable TV Fund 14-B, Ltd. and
subsidiary as of December 31, 1998 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1998, in conformity with generally accepted accounting principles.



                                                   ARTHUR ANDERSEN LLP



Denver, Colorado,
March 12, 1999.

                                       9
<PAGE>
 
                            CABLE TV FUND 14-B, LTD.
                            ------------------------
                            (A Limited Partnership)

                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
<TABLE>
<CAPTION>
 
 
                                                                                 December 31,
                                                                          ---------------------------
 
                     ASSETS                                                  1998           1997
                     ------                                               -----------   ------------
<S>                                                                       <C>           <C> 
CASH                                                                      $    23,538   $    173,628
 
TRADE RECEIVABLES, less allowance for doubtful receivables of
    $7,468 and $133,188 at December 31, 1998 and 1997, respectively           157,760      1,470,293
 
INVESTMENT IN CABLE TELEVISION PROPERTIES:
    Property, plant and equipment, at cost                                  9,100,340    105,933,977
    Less- accumulated depreciation                                         (4,471,718)   (55,360,283)
                                                                          -----------   ------------
 
                                                                            4,628,622     50,573,694
 
    Franchise costs and other intangible assets, net of accumulated
       amortization of $1,979,620 and $84,913,605 at December 31, 1998
       and 1997, respectively                                                 652,940     46,126,693
                                                                          -----------   ------------
 
                     Total investment in cable television properties        5,281,562     96,700,387
 
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES                               318,809        789,427
                                                                          -----------   ------------
 
                     Total assets                                         $ 5,781,669   $ 99,133,735
                                                                          ===========   ============
 
</TABLE>
          The accompanying notes to consolidated financial statements
           are an integral part of these consolidated balance sheets.

                                       10
<PAGE>
 
                            CABLE TV FUND 14-B, LTD.
                            ------------------------
                            (A Limited Partnership)

                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
<TABLE>
<CAPTION>
 
 
                                                                                  December 31,
                                                                          -----------------------------
 
                      LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)             1998           1997
                      -------------------------------------------         -------------   ------------
<S>                                                                       <C>             <C> 
LIABILITIES:
    Debt                                                                  $      25,981   $ 54,185,513
    General Partner advances                                                          -        835,015
    Deferred brokerage fee                                                            -        920,000
    Trade accounts payable and accrued liabilities                               89,832      1,617,666
    Subscriber prepayments                                                            -        569,308
                                                                          -------------   ------------
 
                     Total liabilities                                          115,813     58,127,502
                                                                          -------------   ------------
 
COMMITMENTS AND CONTINGENCIES (Note 7)
 
MINORITY INTEREST IN CABLE TELEVISION
    JOINT VENTURE                                                                     -      3,337,731
                                                                          -------------   ------------
 
PARTNERS' CAPITAL (DEFICIT):
    General Partner-
        Contributed capital                                                       1,000          1,000
        Accumulated deficit                                                      (3,721)      (750,411)
                                                                          -------------   ------------
 
                                                                                 (2,721)      (749,411)
                                                                          -------------   ------------
 
    Limited Partners-
        Net contributed capital (261,353 units
            outstanding at December 31, 1998 and 1997)                      112,127,301    112,127,301
        Accumulated deficit                                                  (3,590,718)   (73,709,388)
        Distributions                                                      (102,868,006)             -
                                                                          -------------   ------------
 
                                                                              5,668,577     38,417,913
                                                                          -------------   ------------
 
                     Total liabilities and partners' capital (deficit)    $   5,781,669   $ 99,133,735
                                                                          =============   ============
 
</TABLE>
          The accompanying notes to consolidated financial statements
           are an integral part of these consolidated balance sheets.

                                       11
<PAGE>
 
                            CABLE TV FUND 14-B, LTD.
                            ------------------------
                            (A Limited Partnership)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     -------------------------------------
<TABLE>
<CAPTION>
 
 
                                                           Year Ended December 31,
                                                   ----------------------------------------
 
                                                       1998          1997          1996
                                                   ------------   -----------   -----------
<S>                                                <C>            <C>           <C> 
REVENUES                                           $ 15,524,182   $40,929,333   $37,768,924
 
COSTS AND EXPENSES:
    Operating  expenses                               8,688,064    22,717,178    21,066,729
    Management fees and allocated overhead from
        General Partner                               1,708,864     4,399,838     4,392,877
    Depreciation and amortization                     5,571,215    14,070,460    13,474,568
                                                   ------------   -----------   -----------
 
OPERATING LOSS                                         (443,961)     (258,143)   (1,165,250)
                                                   ------------   -----------   -----------
 
OTHER INCOME (EXPENSE):
    Interest expense                                 (1,250,752)   (3,903,254)   (4,088,951)
    Gain on sales of cable television systems        97,500,303             -             -
    Other, net                                       (2,340,959)       (8,561)      (31,094)
                                                   ------------   -----------   -----------
 
          Total other income (expense), net          93,908,592    (3,911,815)   (4,120,045)
                                                   ------------   -----------   -----------
 
CONSOLIDATED INCOME (LOSS) BEFORE
  MINORITY INTEREST                                  93,464,631    (4,169,958)   (5,285,295)
 
MINORITY INTEREST IN CONSOLIDATED
  (INCOME) LOSS                                     (22,599,271)      626,089       815,252
                                                   ------------   -----------   -----------
 
NET INCOME (LOSS)                                  $ 70,865,360   $(3,543,869)  $(4,470,043)
                                                   ============   ===========   ===========
 
ALLOCATION OF NET INCOME (LOSS):
    General Partner                                $    746,690   $   (35,439)  $   (44,700)
                                                   ============   ===========   ===========
 
    Limited Partners                               $ 70,118,670   $(3,508,430)  $(4,425,343)
                                                   ============   ===========   ===========
 
NET INCOME (LOSS) PER LIMITED
    PARTNERSHIP UNIT                                    $268.29       $(13.42)      $(16.93)
                                                   ============   ===========   ===========
 
WEIGHTED AVERAGE NUMBER OF LIMITED
  PARTNERSHIP UNITS OUTSTANDING                         261,353       261,353       261,353
                                                   ============   ===========   ===========
 
</TABLE>
          The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.

                                       12
<PAGE>
 
                            CABLE TV FUND 14-B, LTD.
                            ------------------------
                            (A Limited Partnership)

             CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
             ------------------------------------------------------
<TABLE>
<CAPTION>
 
 
                                           Year Ended December 31,
                                  -----------------------------------------

 
                                       1998          1997          1996
                                  -------------   -----------   -----------
<S>                               <C>             <C>           <C> 
GENERAL PARTNER:
    Balance, beginning of year    $    (749,411)  $  (713,972)  $  (669,272)
    Net income (loss) for year          746,690       (35,439)      (44,700)
                                  -------------   -----------   -----------
 
    Balance, end of year          $      (2,721)  $  (749,411)  $  (713,972)
                                  =============   ===========   ===========
 
 
LIMITED PARTNERS:
    Balance, beginning of year    $  38,417,913   $41,926,343   $46,351,686
    Net income (loss) for year       70,118,670    (3,508,430)   (4,425,343)
    Distributions                  (102,868,006)            -             -
                                  -------------   -----------   -----------
 
    Balance, end of year          $   5,668,577   $38,417,913   $41,926,343
                                  =============   ===========   ===========
 
</TABLE>
          The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.

                                       13
<PAGE>
 
                            CABLE TV FUND 14-B, LTD.
                            ------------------------
                            (A Limited Partnership)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
<TABLE>
<CAPTION>
 
 
                                                                                     Year Ended December 31,
                                                                            -----------------------------------------
 
                                                                                 1998          1997          1996
                                                                            -------------   -----------   -----------
<S>                                                                         <C>             <C>           <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                       $  70,865,360   $(3,543,869)  $(4,470,043)
    Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
            Depreciation and amortization                                       5,571,215    14,070,460    13,474,568
            Gain on sales of cable television systems                         (97,500,303)            -             -
            Amortization of interest rate protection contract                           -             -        10,581
            Minority interest in consolidated income (loss)                    22,599,271      (626,089)     (815,252)
            Decrease (increase) in trade receivables, net                       1,312,533       607,200      (337,634)
            Increase in deposits, prepaid expenses and
                deferred charges                                                  (91,324)     (722,481)     (164,700)
            Increase (decrease) in trade accounts payable and
                accrued liabilities and subscriber prepayments                 (2,097,142)     (526,726)      382,253
                                                                            -------------   -----------   -----------
 
                     Net cash provided by operating activities                    659,610     9,258,495     8,079,773
                                                                            -------------   -----------   -----------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment, net                                    (2,802,645)   (7,840,186)   (6,682,122)
    Payment of deferred brokerage fee                                            (920,000)            -             -
    Proceeds from sales of cable television systems,
      net of brokerage fees                                                   186,712,500             -             -
                                                                            -------------   -----------   -----------
 
                     Net cash provided by (used in) investing activities      182,989,855    (7,840,186)   (6,682,122)
                                                                            -------------   -----------   -----------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from borrowings                                                    2,010,948     1,541,111     4,048,014
    Repayment of debt                                                         (56,170,480)   (4,012,022)   (3,633,305)
    Increase (decrease) in General Partner advances                              (835,015)      385,921    (1,446,955)
    Distributions to limited partners                                        (102,868,006)            -             -
    Distribution to joint venture partner                                     (25,937,002)            -             -
                                                                            -------------   -----------   -----------
 
                     Net cash used in financing activities                   (183,799,555)   (2,084,990)   (1,032,246)
                                                                            -------------   -----------   -----------
 
Increase (decrease) in cash                                                      (150,090)     (666,681)      365,405
 
Cash, beginning of year                                                           173,628       840,309       474,904
                                                                            -------------   -----------   -----------
 
Cash, end of year                                                           $      23,538   $   173,628   $   840,309
                                                                            =============   ===========   ===========
 
SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Interest paid                                                             $   1,753,571   $ 4,136,822   $ 3,788,839
                                                                            =============   ===========   ===========
 
</TABLE>
          The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.

                                       14
<PAGE>
 
                            CABLE TV FUND 14-B, LTD.
                            ------------------------
                            (A Limited Partnership)

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

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

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

     Cable TV Fund 14-B, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on September 9, 1987, under a public program sponsored
by Jones Intercable, Inc. ("Intercable").  The Partnership was formed to
acquire, construct, develop and operate cable television systems.  Intercable, a
publicly held Colorado corporation, is the "General Partner" and manager of the
Partnership.  Intercable and its subsidiaries also own and operate cable
television systems.  In addition, Intercable manages cable television systems
for other limited partnerships for which it is general partner and, also, for
other affiliated entities.

     The Partnership acquired the cable television system serving Surfside,
South Carolina (the "Surfside System") in 1988 and the cable television system
serving Littlerock, California (the "Littlerock System") in 1989.

     Formation of Joint Venture and Joint Venture Cable Television System
     --------------------------------------------------------------------
Acquisition
-----------

     On January 8, 1988, Cable TV Fund 14-A, Ltd. ("Fund 14-A") and the
Partnership formed Cable TV Fund 14-A/B Venture (the "Venture") to acquire the
cable television system serving areas in and around Broward County, Florida (the
"Broward System").  Fund 14-A contributed $18,975,000 to the capital of the
Venture for a 27 percent ownership interest and the Partnership contributed
$51,025,000 to the capital of the Venture for a 73 percent ownership interest.
The Venture was liquidated and dissolved in October 1998 due to the sale of the
Broward System on March 31, 1998 (discussed below).

     Cable Television System Sales
     -----------------------------

     On March 31, 1998, the Venture sold the Broward System to an unaffiliated
third party for $140,000,000.  The agreement provided that the contract sales
price of $140,000,000 would be reduced $2,472 for each of the Broward System's
equivalent basic subscribers less than 56,637 at closing.  At March 31, 1998,
the Broward System had 55,346 equivalent basic subscribers, which reduced the
sales price by $3,191,352.  When final closing adjustments were completed on
June 30, 1998, however, additional equivalent basic subscribers that were not
able to be counted as basic subscribers of the Broward System at the March 31,
1998 closing (because they were relatively recent subscribers at such date) were
able to be counted as equivalent basic subscribers of the Broward System.  These
basic subscribers brought the equivalent basic subscriber count up to 56,637 and
the sales price accordingly was adjusted upward by $3,191,352 to $140,000,000.

     From the proceeds of the Broward System sale at the initial closing, the
Venture settled working capital adjustments, repaid the outstanding balance on
its credit facility, which totaled $39,902,968 at March 31, 1998, and paid a 2.5
percent brokerage fee of $3,420,216 to The Intercable Group, Ltd. ("The
Intercable Group"), a subsidiary of the General Partner, for acting as a broker
in this transaction.  The Venture then distributed the remaining net sale
proceeds, or $94,039,000, to the two constituent partnerships of the Venture in
proportion to their ownership interests in the Venture.  Accordingly, the
Partnership received 73 percent of the net sale proceeds, or $68,554,431.  In
April 1998, the Partnership distributed its net sale proceeds to its limited
partners of record as of March 31, 1998.  Such  distribution represented
approximately $262 for each $500 limited partnership interest, or $524 for each
$1,000 invested in the Partnership.

     From the additional proceeds of the Broward System sale at final closing,
the Venture settled final working capital adjustments and paid a 2.5 percent
brokerage fee of $79,784 to The Intercable Group.  The Venture then distributed
the remaining additional net sale proceeds, or $1,669,056, to the two
constituent partnerships of the Venture in proportion to their ownership
interests in the Venture.  Accordingly, the Partnership received 73 percent of
the additional net sale proceeds, or $1,216,623.  In August 1998, the
Partnership distributed the $1,216,623 to its limited partners, together with
the distribution to the limited partners from the net sales proceeds from the
sale of the Surfside System.  Because the distributions to the limited partners
from the sale of the Broward System did not return to the limited partners 125
percent of the capital initially contributed to the Partnership by the limited
partners, the General Partner did not receive any general partner distribution
from the Broward System's sale.  Because the Broward System represented the only
asset of the Venture, the Venture was liquidated and dissolved in October 1998.

     On June 30, 1998, the Partnership sold the Surfside System to an
unaffiliated third party for $51,500,000, subject to customary closing
adjustments.  Upon the closing of the sale of the Surfside System, the
Partnership retained approximately $240,000 of the sale proceeds for working
capital purposes, repaid all of its indebtedness (including $15,800,000 borrowed
under its credit facility, $658,490 in advances from the General Partner and
capital lease obligations of $143,870), paid a 2.5 percent brokerage fee

                                       15
<PAGE>
 
totaling $1,287,500 to The Intercable Group, paid a deferred acquisition fee of
$920,000 to The Intercable Group and then distributed the net sale proceeds of
approximately $33,096,952 to the Partnership's limited partners of record as of
June 30, 1998.  This distribution was made in August 1998.  Such distribution
represented approximately $127 for each $500 limited partnership interest, or
$254 for each $1,000 invested in the Partnership.  Because the distributions to
the limited partners from the sale of the Broward System and the Surfside System
did not return to the limited partners 125 percent of the capital initially
contributed by the limited partners to the Partnership, the General Partner did
not receive a general partner distribution from the Surfside System's sale
proceeds.

     On January 29, 1999, the Partnership sold the Littlerock System to a
subsidiary of the General Partner for $10,720,400, subject to customary closing
adjustments.  The sale was approved by the holders of a majority of the limited
partnership interests of the Partnership.  Upon the closing of the sale of the
Littlerock System, the Partnership retained $1,000,000 of the sale proceeds for
a reserve for expenses that the Partnership may incur related to pending
litigation, repaid all of its indebtedness (including $380,466 in advances from
the General Partner and capital lease obligations of $25,981) and then
distributed the net sale proceeds of approximately $9,985,361 to the
Partnership's limited partners of record as of January 29, 1999.  This
distribution was made in February 1999.  Such distribution represented
approximately $38 for each $500 limited partnership interest, or $76 for each
$1,000 invested in the Partnership.  Because the distributions to the limited
partners from the sales of the Broward System, the Surfside System and the
Littlerock System will not have returned 125 percent of the capital initially
contributed by the limited partners to the Partnership, the General Partner did
not receive a general partner distribution from the Littlerock System's sale
proceeds.

     Taking into account the distribution from the sale of the Broward System,
the distribution from the sale of the Surfside System, and the distribution from
the sale of the Littlerock System, the limited partners of the Partnership will
have received a total of $432 for each $500 limited partnership interest, or
$864 for each $1,000 invested in the Partnership.

     Although the sale of the Littlerock System represented the only remaining
cable television system of the Partnership, the Partnership will not be
dissolved until after the pending litigation challenging the Partnership's
January 1999 sale of its Littlerock System to an affiliate of the General
Partner is finally resolved and terminated.

     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.

     Intercable purchased its interest in the Partnership by contributing $1,000
to partnership capital.

     All profits and losses of the Partnership are allocated 99 percent to the
limited partners and 1 percent to   Intercable, except for income or gain from
the sale or disposition of cable television properties, which are allocated to
the partners based upon the formula set forth in the Partnership's 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.

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

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

     The accompanying consolidated 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.

     Principles of Consolidation
     ---------------------------

     As a result of the Partnership's ownership interest in the Venture of 73
percent until it was liquidated and dissolved, the accompanying consolidated
financial statements historically present the Partnership's and the Venture's
financial condition on a consolidated basis with the ownership interest of Fund
14-A in the Venture shown as a minority interest.  The Venture did not have any
ownership interest in the Surfside System or Littlerock System.  These systems
were owned 100 percent by the Partnership.  All interpartnership accounts and
transactions have been eliminated.

                                       16
<PAGE>
 
     Property, Plant and Equipment
     -----------------------------

     Depreciation was 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 were capitalized and maintenance
and repairs were charged to expense as incurred.

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

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

        Costs assigned to franchises and costs in excess of interests in net
assets purchased were amortized using the straight-line method over the
following estimated useful lives:

               Franchise costs                   1 - 10  years
               Costs in excess of interests 
                in net assets purchased         29 - 31  years

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

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

(3)  TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
     ----------------------------------------------------

     Brokerage Fees
     --------------

     The Intercable Group performed brokerage services for the Partnership.  For
brokering the acquisition of the Surfside System for the Partnership, The
Intercable Group earned a fee totaling $1,920,000, or 4 percent of the purchase
price, during the year ended December 31, 1988, of which $920,000 had been
deferred until the sale of the Surfside System on June 30, 1998.  For brokering
the sales of the Broward System and the Surfside System, The Intercable Group
earned fees totaling $3,500,000 and $1,287,500, respectively, or 2.5 percent of
the respective purchase prices, for the year ended December 31, 1998.

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

     Intercable managed the Partnership and the Venture and received a fee for
its services equal to 5 percent of the gross revenues of the Partnership and the
Venture, excluding revenues from the sale of cable television systems or
franchises.  Management fees paid to Intercable by the Partnership and the
Venture for the years ended December 31, 1998, 1997 and 1996 were $776,209,
$2,046,467 and $1,888,446, respectively.  The General Partner has not received
and will not receive a management fee after January 29, 1999.

     Any partnership distributions made from cash flow (defined as cash receipts
derived from routine operations, less debt principal and interest payments and
cash expenses) were allocated 99 percent to the limited partners and 1 percent
to Intercable.  Any distributions other than interest income on limited partner
subscriptions earned prior to the acquisition of the Partnership's first cable
television system or from cash flow, such as from the sale or refinancing of a
system or upon dissolution of the Partnership, were made as follows:  first, to
the limited partners in an amount which, together with all prior distributions,
will equal 125 percent of the amount initially contributed to the Partnership
capital by the limited partners; the balance, 75 percent to the limited partners
and 25 percent to Intercable.

     The Partnership and the Venture reimbursed Intercable for certain allocated
overhead and administrative expenses.  These expenses represented the salaries
and related benefits paid for corporate personnel, rent, data processing
services and other corporate facilities costs.  Such personnel provided
engineering, marketing, accounting, administrative, legal and investor relations
services to the Partnership and to the Venture.  Such services, and their
related costs, were necessary to the operation of the Partnership and Venture
and would have been incurred by the Partnership if they were stand alone
entities.  Allocations of personnel costs were based primarily on actual time
spent by employees of Intercable with respect to each Partnership managed.
Remaining expenses were allocated based on the pro rata relationship of the
Partnership's and Venture's revenues to the total revenues of all systems owned
or 

                                       17
<PAGE>
 
managed by Intercable and certain of its subsidiaries. Systems owned by
Intercable and all other systems owned by partnerships for which Intercable is
the general partner were also allocated a proportionate share of these expenses.
Intercable believes that the methodology used in allocating overhead and
administrative expense was reasonable. Reimbursements made to Intercable for
allocated overhead and administrative expenses during the years ended December
31, 1998, 1997 and 1996 were $932,655, $2,353,371 and $2,504,431, respectively.
The Partnership will continue to reimburse the General Partner for actual time
spent on Partnership business by employees of Intercable until the Partnership
is liquidated and dissolved, but the Partnership will not bear a revenue-based
allocation of overhead and administrative expenses beyond January 29, 1999.

     The Partnership and the Venture were charged interest during 1998 at an
average interest rate of 7.05 percent on the amounts due Intercable, which
approximated Intercable's weighted average cost of borrowing.  Total interest
charged to the Partnership and the Venture by Intercable was $17,658, $2,678 and
$106,022 for the years ended December 31, 1998, 1997 and 1996, respectively.

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

     The Partnership and the Venture have 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 Intercable.

     Payments to Superaudio by the Partnership and the Venture totaled $23,402,
$57,469 and $52,687 in 1998, 1997 and 1996, respectively.  Payments to Knowledge
TV, Inc. by the Partnership and Venture totaled $26,403, $63,921 and $56,798 in
1998, 1997 and 1996, respectively.  Payments to Jones Computer Network, Ltd.,
whose service was discontinued in April 1997, totaled $14,633 and $39,371 in
1997 and 1996, respectively.  Payments by the Partnership and Venture to Great
American Country, Inc. totaled $24,623, $22,309 and $24,339 in 1998, 1997 and
1996.

     The Partnership and the Venture received commissions from Product
Information Network based on a percentage of advertising revenue and number of
subscribers.  Product Information Network paid commissions to the Partnership
and the Venture totaling $51,065, $125,785 and $80,474 in 1998, 1997 and 1996,
respectively.

(4)  PROPERTY, PLANT AND EQUIPMENT
     -----------------------------

     Property, plant and equipment as of December 31, 1998 and 1997, consisted
of the following:
<TABLE>
<CAPTION>
 
                                                                     1998          1997
                                                                 ------------  -------------
<S>                                                              <C>           <C>
 
     Cable distribution systems                                  $ 8,863,348   $ 96,364,218
     Equipment and tools                                             123,119      3,101,450
     Office furniture and equipment                                   36,771      1,681,941
     Buildings                                                        15,597      2,400,272
     Vehicles                                                         61,505      1,199,795
     Land                                                                  -      1,186,301
                                                                 -----------   ------------
                                                                   9,100,340    105,933,977
 
          Less - accumulated depreciation                         (4,471,718)   (55,360,283)
                                                                 -----------   ------------
 
          Total                                                  $ 4,628,622   $ 50,573,694
                                                                 ===========   ============
 
(5)  DEBT
     ----
 
     Debt consisted of the following:                                   December 31,
                                                                 --------------------------
 
                                                                     1998           1997
                                                                 -----------   ------------
     Lending institutions-
       Reducing revolving credit facility for the Venture        $         -   $ 39,402,968
       Reducing revolving credit facility for the Partnership              -     14,400,000
 
     Capital lease obligations                                        25,981        382,545
                                                                 -----------   ------------
 
          Total                                                  $    25,981   $ 54,185,513
                                                                 ===========   ============
</TABLE>

     The Partnership had a reducing revolving credit facility which was paid in
full upon the sale of the Surfside System.  Interest on the reducing revolving
credit facility was at the Partnership's option of the Base Rate, the London
Interbank Offered Rate plus 1 

                                       18
<PAGE>
 
percent, or the Certificate of Deposit Rate plus 1-1/8 percent. The effective
interest rate on amounts outstanding as of December 31, 1997 was 6.85 percent.

     The Partnership's capital lease obligation was paid in January 1999, from
proceeds from the sale of the Littlerock System.

     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 cash flows using the Partnership's
current incremental rate of borrowing for a similar liability as well as on
other factors.

(6)  INCOME TAXES
     ------------

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

     The Partnership's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable Partnership 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 reported to the partners is different from that reported in
the consolidated 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 and
the net income reported in the consolidated statements of operations.

(7)  COMMITMENTS AND CONTINGENCIES
     -----------------------------

     Office and other facilities were rented under various long-term lease
arrangements.  Rent paid under such lease arrangements totaled $79,864, $65,387
and $40,356, respectively, for the years ended December 31, 1998, 1997 and 1996.
Due to the Partnership not owning any cable systems with the sale of the
Littlerock System on January 29, 1999, the Partnership does not have any future
operating lease commitments.

     In January 1999, City Partnership Co. ("Plaintiff"), a limited partner of
the Partnership, filed a class action complaint in the District Court, Arapahoe
County, State of Colorado (Case No. 99-CV-0150) naming the General Partner as
defendant.  Plaintiff, on its behalf and on behalf of all other persons who are
limited partners of the Partnership, is challenging the terms of sale of the
Littlerock System to an affiliate of the General Partner.  This case is in a
very preliminary stage, but the General Partner believes that the terms of the
sale were in accordance with the requirements of relevant limited partnership
agreement provisions.  The General Partner intends to defend this lawsuit
vigorously.

(8)  SUPPLEMENTARY PROFIT AND LOSS INFORMATION
     -----------------------------------------

     Supplementary profit and loss information is presented below:

<TABLE>
<CAPTION>

                                                        For the Year Ended December 31,
                                                      ----------------------------------
 
                                                         1998        1997        1996
                                                      ----------  ----------  ----------
     <S>                                              <C>         <C>         <C>
 
     Maintenance and repairs                          $  115,925  $  310,652  $  318,345
                                                      ==========  ==========  ==========
 
     Taxes, other than income and payroll taxes       $  193,790  $  696,477  $  584,220
                                                      ==========  ==========  ==========
 
     Advertising                                      $  119,868  $  306,273  $  295,082
                                                      ==========  ==========  ==========
 
     Depreciation of property, plant and equipment    $3,091,813  $6,816,082  $6,256,158
                                                      ==========  ==========  ==========
 
     Amortization of intangible assets                $2,479,402  $7,254,378  $7,218,410
                                                      ==========  ==========  ==========
 
</TABLE>

                                       19
<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                        69        Chairman of the Board and Chief Executive Officer
James B. O'Brien                      49        President and Director
Ruth E. Warren                        49        Group Vice President/Operations
Kevin P. Coyle                        47        Group Vice President/Finance
Cynthia A. Winning                    47        Group Vice President/Marketing
Elizabeth M. Steele                   47        Vice President/General Counsel/Secretary
Wayne H. Davis                        45        Vice President/Engineering
Larry W. Kaschinske                   39        Vice President/Controller
Robert E. Cole                        66        Director
William E. Frenzel                    70        Director
Josef J. Fridman                      53        Director
Donald L. Jacobs                      60        Director
Robert Kearney                        62        Director
James J. Krejci                       57        Director
Raphael M. Solot                      65        Director
Howard O. Thrall                      51        Director
Siim A. Vanaselja                     42        Director
Sanford Zisman                        59        Director
Robert B. Zoellick                    45        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 and 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 named 

                                       20
<PAGE>
 
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 Chairman of the Board of Directors of CTAM: The Marketing Society for
the Cable Telecommunications Industry and as an executive director of the Walter
Kaitz Foundation, a foundation that places people of ethnic minority groups in
positions with cable television systems, networks and vendor companies. Mr.
O'Brien's numerous industry recognitions include a CTAM Tami Award for marketing
excellence, a Women In Cable and Telecommunications Accolade Award recognizing
his leadership efforts on behalf of women in the telecommunications industry,
The President's Award for Leadership from the Illinois Cable and
Telecommunications Association and a Lifetime Achievement Award from The
National Association of Minorities in Communications. Additionally, Mr. O'Brien
is a member of The Society of UK Cable Pioneers.

           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. Ms. Warren is a
past president of Women in Cable & Telecommunications and past Chairman of the
Women in Cable Foundation. She serves as the Vice Chair of Five Points Media
Center Board and on the Corporate Advisory Board of Planned Parenthood of the
Rocky Mountains and the Advisory Board for Girls Count. In 1995, Ms. Warren
received the Corporate Business Woman of the Year Award from the Colorado
Women's Chamber of Commerce, and in 1998 Ms. Warren received the Vanguard Award
for Distinguished Leadership from the National Cable Television Association.

           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.  From 1978 to
1981 Mr. Coyle was employed by American Television and Communications (now Time
Warner Cable), and from 1974 to 1978 he was an associate at Haskins & Sells (now
Deloitte & Touche LLP).

           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. 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. Wayne H. Davis joined the General Partner in August 1983 and has
served in various technical operations positions, including System Engineering
Manager, Fund Engineering Manager, Senior Director/Technical Operations, and
Vice President/Technical Operations since then. Mr. Davis was elected Vice
President/Engineering in June 1998. He is past Vice President of the Upstate New
York Chapter of the Society of Cable Telecommunications Engineers. Mr. Davis has
received certification from the Society of Cable Telecommunications Engineers,
Broadband Cable Telecommunications Engineering Program and the National Cable
Television Institute's Technology Program.

                                       21
<PAGE>
 
           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 Vice Chairman of the
Eurasia Foundation, a Board Member of the U.S.-Japan Foundation, the Close-Up
Foundation, Sit Mutual Funds, Logistics Management Institute 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 Chief Legal Officer of Bell Canada
and 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 March 1998. Mr. Fridman's
directorships include Alouette Telecommunications Inc., 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 Foundation.

           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 and a member of the
Executive Committee 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. He currently serves as a Director of
MPACT, a Canadian electronic commerce company. 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 Comtect International,
Inc., a company in the specialized mobile radio services business, headquartered
in Denver, Colorado. Prior to joining Comtec International, Inc. in February
1998, Mr. Krejci was President and CEO of Imagelink Technologies, Inc.,
headquartered in Boulder, Colorado, from June 1996 to February 1998, and prior
to that, he was President of the International Division of 

                                       22
<PAGE>
 
International Gaming Technology, the world's largest gaming equipment
manufacturer, with headquarters in Reno, Nevada from May 1994 to February 1995.
Prior to joining IGT, 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 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 and he was elected Vice Chairman of the Board of Directors in
November 1997. 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 Chief Financial Officer 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 33 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, from 1991 to 1997, 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 President and CEO of the Center for
Strategic and International Studies (CSIS), an independent, non-profit policy
institution with a staff of 180 people and a $17 million budget. He was the John
M. Olin Professor at the U.S. Naval Academy for the 1997-1998 term. From 1993
through 1997, he was 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 and the Advisory Council of Enron
Corp.

                                       23
<PAGE>
 
                        ITEM 11.  EXECUTIVE COMPENSATION
                        --------------------------------

           The Partnership does not have any employees; however, various
personnel were required to operate the Partnership's cable systems. Such
personnel were employed by the General Partner, and the cost of such employment
was 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, 1999, no person or entity owned more than 5
percent of the limited partnership interests of the Partnership.


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

           Prior to selling the Venture's Broward County System and the
Partnership's Surfside System and Littlerock Systems, the General Partner and
its affiliates engaged in certain transactions with the Partnership and the
Venture. The General Partner believes that the terms of such transactions were
generally as favorable as could be obtained by the Partnership and the Venture
from unaffiliated parties. This determination has been made by the General
Partner in good faith, but none of the terms were negotiated at arm's-length and
there can be no assurance that the terms of such transactions have been as
favorable as those that could have been obtained by the Partnership or the
Venture from unaffiliated parties. In the future, the General Partner does not
anticipate engaging in such transactions.

Transactions with the General Partner

           The General Partner manages the Partnership and, until the sale in
March 1998 of the Venture's remaining cable television system, the General
Partner managed the Venture. Until March 31, 1998, the date of the sale of the
Venture's last remaining cable television system, the General Partner received a
5 percent management fee from the Venture. Until January 29, 1999, the date of
the sale of the Partnership's last remaining cable television system, the
General Partner received a 5 percent management fee from the Partnership. The
General Partner will not receive a management fee after January 29, 1999.

           The Partnership and the Venture reimbursed the General Partner for
certain allocated overhead and administrative expenses. These expenses
represented the salaries and benefits paid to corporate personnel, rent, data
processing services and other corporate facilities costs. Such personnel
provided engineering, marketing, administrative, accounting, legal and investor
relations services to the Partnership and the Venture. Allocations of personnel
costs were based primarily on actual time spent by employees of the General
Partner with respect to each partnership managed. Remaining expenses were
allocated based on the pro rata relationship of the Partnership's and the
Venture'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 were also allocated a proportionate share of these
expenses. The Partnership will continue to reimburse the General Partner for
actual time spent on Partnership business by employees of the General Partner
until the Partnership is liquidated and dissolved, but the Partnership will not
bear a revenue-based allocation of overhead and administrative expenses beyond
December 31, 1998.

           The General Partner has from time to time advanced funds to the
Partnership and the Venture and charged interest on the balance payable. The
interest rate charged approximated the General Partner's weighted average cost
of borrowing.

Transactions with Affiliates

           Jones International, Ltd. ("International"), a company owned by Glenn
R. Jones, and certain of its subsidiaries provide various services to the
Partnership, including affiliation agreements for the distribution of

                                       24
<PAGE>
 
programming owned by affiliated companies on cable television systems owned by
the Partnership and the Venture, as described below.

           Knowledge TV, Inc., a company jointly owned by Glenn R. Jones,
affiliates of International, the General Partner and BCI Telecom Holdings, Inc.,
a principal shareholder of the General Partner, operates the television network
Knowledge TV. Knowledge TV provides programming related to computers and
technology; business, careers and finance; health and wellness; and global
culture and languages. Knowledge TV provided its programming to the cable
television systems owned by the Venture and the Partnership.

           The Great American Country network provided country music video
programming to the cable television systems owned by the Partnership and the
Venture. This network is owned and operated by Great American Country, Inc., a
subsidiary of Jones International Networks, Ltd., an affiliate of the General
Partner.

           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, provided audio
programming to the cable television systems owned by the Partnership and the
Venture.

           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 and the Venture's systems carried PIN for all or part of each day.
Revenues received by the Partnership from the PIN Venture relating to the
Partnership's owned cable television systems totaled approximately $17,915 for
the year ended December 31, 1998. Revenues received by the Venture from the PIN
Venture relating the Venture's owned cable television systems totaled
approximately $33,150 for the year ended December 31, 1998.

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

<TABLE>
<CAPTION>
                                                                             For the Year Ended December 31,
                                                                             -------------------------------
Cable TV Fund 14-B, Ltd.                                            1998                   1997                   1996
------------------------                                            ----                   ----                   ----         
<S>                                                             <C>                     <C>                    <C>
Management fees                                                 $  776,209             $2,046,467             $1,888,466
Allocation of expenses                                             932,655              2,353,371              2,504,431
Interest expense                                                    17,658                  2,678                106,022
Amount of advances outstanding                                           0                835,015                449,094
Highest amount of advances outstanding                           1,200,082                835,015              3,058,834
Programming fees:
 Knowledge TV, Inc.                                                 26,403                 63,921                 56,798
 Great American Country                                             24,623                 22,309                 24,339
 Superaudio                                                         23,402                 57,469                 52,687
</TABLE>

                                       25
<PAGE>
 
<TABLE>
<CAPTION>
                                                                            For the Year Ended December 31,
                                                                            -------------------------------
Cable TV Fund 14-A/B Venture                                       1998                   1997                   1996
----------------------------                                       ----                   ----                   ----
<S>                                                              <C>                    <C>                    <C>
Management fees                                                  $353,245             $1,375,237             $1,275,955
Allocation of expenses                                            407,405              1,601,646              1,705,142
Interest expense                                                        0                  2,678                122,224
Amount of advances outstanding                                          0                446,115                268,256
Highest amount of advances outstanding                                  0                446,115              2,206,959
Programming fees:
 Knowledge TV, Inc.                                                11,627                 41,668                 37,113
 Great American Country                                            10,916                 79,127                 47,590
 Superaudio                                                         9,968                 37,459                 34,421
</TABLE>

                                       26
<PAGE>
 
                                    PART IV.
                                    ------- 
                                        
                                        
<TABLE>
<CAPTION>
               ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
               -------------------------------------------------
                            AND REPORTS ON FORM 8-K
                            -----------------------
<S>              <C>
(a)  1.          See index to financial statements for the 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 Cable TV Fund 14-B, Ltd.  (1)
 
     4.2         Joint Venture Agreement of Cable TV Fund 14-A/B Venture, dated as of January 8, 1988, between
                 Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd.  (1)
 
     10.1        Asset Purchase Agreement dated as of October 3, 1997, among Comcast Corporation, Cable TV
                 Fund 14 A/B Venture, Jones International, Ltd., Jones Intercable, Inc., Cable TV Fund 14-A,
                 Ltd. and Cable TV Fund 14-B, Ltd. (2)
 
     10.2        Asset Purchase Agreement dated as of November 4, 1997 between Cable One, Inc. and Cable TV
                 Fund 14-B, Ltd.  (3)
 
     10.3        Purchase and Sale Agreement dated as of March 10, 1998 between Cable TV Fund 14-B, Ltd. and
                 Jones Intercable, Inc.  (4)
 
     27          Financial Data Schedule
__________
     (1)         Incorporated by reference from Registrant's Annual Report on Form 10-K for fiscal year ended
                 December 31, 1987 (Commission File Nos. 0-15378 and 0-16200)
 
     (2)         Incorporated by reference from Registrant's Current Report on Form 8-K dated October 15, 1997
                 (Commission File No. 0-15378).
 
     (3)         Incorporated by reference from Registrant's Schedule 14A filed with the Securities and
                 Exchange Commission on December 23, 1997 (Commission File No. 0-15378).
 
     (4)         Incorporated by reference from Registrant's Schedule 14A filed with the Securities and
                 Exchange Commission on August 7, 1998 (Commission File No. 0-15378).
 
(b)              Reports on Form 8-K
                 -------------------
 
                 None.
</TABLE>

                                       27
<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.

                                 CABLE TV FUND 14-B, LTD.
                                 a Colorado limited partnership
                                 By:  Jones Intercable, Inc.

                                 By:  /s/ Glenn R. Jones
                                      ------------------
                                      Glenn R. Jones
                                      Chairman of the Board and Chief
Dated: March 24, 1999                 Executive Officer



    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


                                 By:  /s/ Glenn R. Jones
                                      ------------------
                                      Glenn R. Jones
                                      Chairman of the Board and Chief
                                      Executive Officer
Dated: March 24, 1999                 (Principal Executive Officer)


                                 By:  /s/ Kevin P. Coyle
                                      ------------------
                                      Kevin P. Coyle
                                      Group Vice President/Finance
Dated: March 24, 1999                 (Principal Financial Officer)


                                 By:  /s/ Larry Kaschinske
                                      --------------------
                                      Larry Kaschinske
                                      Vice President/Controller
Dated: March 24, 1999                 (Principal Accounting Officer)


                                 By:  /s/ James B. O'Brien
                                      --------------------
                                      James B. O'Brien
Dated: March 24, 1999                 President and Director


                                 By:  /s/ Robert E. Cole
                                      ------------------
                                      Robert E. Cole
Dated: March 24, 1999                 Director


                                 By:  /s/ William E. Frenzel
                                      ----------------------
                                      William E. Frenzel
Dated: March 24, 1999                 Director

                                       28
<PAGE>
 
                                 By:  /s/ Josef J. Fridman
                                      --------------------
                                      Josef J. Fridman
Dated: March 24, 1999                 Director


                                 By:  
                                      --------------------
                                      Donald L. Jacobs
Dated: March 24, 1999                 Director


                                 By:  /s/ Robert Kearney
                                      ------------------
                                      Robert Kearney
Dated: March 24, 1999                 Director


                                 By:  /s/ James J. Krejci
                                      -------------------
                                      James J. Krejci
Dated: March 24, 1999                 Director


                                 By:  /s/ Raphael M. Solot
                                      --------------------
                                      Raphael M. Solot
Dated: March 24, 1999                 Director


                                 By:  /s/ Howard O. Thrall
                                      --------------------
                                      Howard O. Thrall
Dated: March 24, 1999                 Director


                                 By:  /s/ Siim A. Vanaselja
                                      ---------------------
                                      Siim A. Vanaselja
Dated: March 24, 1999                 Director


                                 By:  /s/ Sanford Zisman
                                      ------------------
                                      Sanford Zisman
Dated: March 24, 1999                 Director


                                 By:  /s/ Robert B. Zoellick
                                      ----------------------
                                      Robert B. Zoellick
Dated: March 24, 1999                 Director

                                       29