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                                    FORM 10-K
                              --------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
     (Mark One)
          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               FOR THE FISCAL YEAR ENDED
                               DECEMBER 31, 1999
                                       OR
          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                         Commission file number: 1-9935

                           COMCAST JOIN HOLDINGS, INC.
                      (SUCCESSOR TO JONES INTERCABLE, INC.)
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    23-3025248
(State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

 1500 Market Street, Philadelphia, PA                 19102-2148
(Address of principal executive office)               (Zip Code)

       Registrant's telephone number, including area code: (215) 665-1700
                              --------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE
                              --------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
                              --------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.
            Yes    X                            No
                 -----                             ------
                              --------------------
Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K 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  amendments  to
this Form 10-K. [Not applicable]
                              --------------------
As of March 3, 2000, there were 100 shares of Common Stock outstanding.
                              --------------------
The Registrant  meets the conditions set forth in General  Instructions  I(1)(a)
and (b) of Form  10-K  and is  therefore  filing  this  form  with  the  reduced
disclosure format.
                              --------------------
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
                              --------------------

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<PAGE>
                           COMCAST JOIN HOLDINGS, INC.
                          1999 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS
                                     PART I
 Item 1   Business............................................................ 1
 Item 2   Properties..........................................................12
 Item 3   Legal Proceedings...................................................12
 Item 4   Submission of Matters to a Vote of Security Holders.................15

                                     PART II
 Item 5   Market for the Registrant's Common Equity and
          Related Stockholder Matters.........................................15
 Item 6   Selected Financial Data.............................................15
 Item 7   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.................................16
 Item 8   Financial Statements and Supplementary Data.........................19
 Item 9   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.................................40

                                    PART III
 Item 10  Directors and Executive Officers of the Registrant..................40
 Item 11  Executive Compensation..............................................40
 Item 12  Security Ownership of Certain Beneficial Owners and Management......40
 Item 13  Certain Relationships and Related Transactions......................40

                                     PART IV
 Item 14  Exhibits, Financial Statement Schedules and Reports on Form 8-K.....41
 SIGNATURES...................................................................43
                                 ---------------

     This Annual  Report on Form 10-K is for the year ending  December 31, 1999.
This Annual Report modifies and supersedes  documents filed prior to this Annual
Report. The SEC allows us to "incorporate by reference" information that we file
with them,  which means that we can  disclose  important  information  to you by
referring you directly to those documents. Information incorporated by reference
is considered to be part of this Annual Report. In addition, information that we
file  with  the  SEC in the  future  will  automatically  update  and  supersede
information  contained in this Annual Report.  In this Annual  Report,  "Comcast
JOIN  Holdings,"  "we," "us" and "our" refer to Comcast JOIN Holdings,  Inc. and
its  subsidiaries.  We are the successor to Jones  Intercable,  Inc.,  which was
merged with and into us on March 2, 2000.

     You  should  carefully  review the  information  contained  in this  Annual
Report, but should  particularly  consider any risk factors that we set forth in
this Annual Report and in other  reports or documents  that we file from time to
time with the SEC. In this Annual Report,  we state our beliefs of future events
and of our future financial  performance.  In some cases, you can identify those
so-called "forward-looking statements" by words such as "may," "will," "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  or "continue" or the negative of those words and other  comparable
words.  You  should be aware  that those  statements  are only our  predictions.
Actual events or results may differ materially.  In evaluating those statements,
you should specifically  consider various factors,  including the risks outlined
below.  Those factors may cause our actual results to differ materially from any
of our forward-looking statements.

Factors Affecting Future Operations

     We have in the past acquired and we will be acquiring cable  communications
systems in new  communities  in which we do not have  established  relationships
with  the  franchising  authority,  community  leaders  and  cable  subscribers.
Further,  a  substantial  number of new employees  must be  integrated  into our
business   practices  and   operations.   Our  results  of  operations   may  be
significantly  affected by our ability to  efficiently  and  effectively  manage
these changes.

     The cable communications industry may be affected by, among other things:

     o    changes in laws and regulations,
     o    changes in the competitive environment,
     o    changes in technology,
     o    franchise related matters,
     o    market  conditions that may adversely  affect the availability of debt
          and equity  financing for working  capital,  capital  expenditures  or
          other purposes,
     o    demand for the programming content we distribute, and,
     o    general economic conditions.
<PAGE>
                                     PART I

ITEM 1.   BUSINESS

     In  December  1999,  we and  Comcast  Corporation  entered  into  a  merger
agreement  with Jones  Intercable,  Inc.  pursuant  to which  Comcast  agreed to
acquire  all of the  remaining  shares  of Jones  Intercable  not then  owned by
Comcast.   Under  the  terms  of  the  merger  agreement,   Jones   Intercable's
shareholders  received 1.4 shares of Comcast's  Class A Special Common Stock for
each share of Jones Intercable's Class A Common Stock and Common Stock. On March
2, 2000, the shareholders of Jones Intercable  approved the merger. As a result,
Jones  Intercable  was  merged  with  and  into us on that  date  and we are the
successor to Jones Intercable.

     The  consolidated  financial  statements  included in Item 8 of this Annual
Report are those of Jones Intercable. Our consolidated financial statements will
not be  significantly  different from those of Jones  Intercable as Comcast does
not intend to apply, to our financial statements,  the accounting related to its
acquisition of the  approximate  60.4% interest in Jones  Intercable that it did
not already own.

     We are principally  involved in the cable  communications  business through
the development,  management and operation of broadband communications networks.
We are in the process of deploying  digital video  applications  and  high-speed
Internet  access  service  to  expand  the  products   available  on  our  cable
communications  networks.  Our cable operations served approximately 1.1 million
subscribers and passed approximately 1.7 million homes as of December 31, 1999.

     We are a wholly owned subsidiary of Comcast Corporation.  We are a Delaware
corporation  organized  in December  1999 solely for the purpose of merging with
Jones Intercable. We have our principal executive offices at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148. Our telephone number is (215) 665-1700.


                      GENERAL DEVELOPMENTS OF OUR BUSINESS

     Comcast's Acquisition of a Controlling Interest in Jones Intercable, Inc.

     In April 1999, Comcast acquired a controlling  interest in Jones Intercable
through its purchase of 12.8 million shares of Jones  Intercable  Class A Common
Stock and 2.9 million shares of Jones Intercable Common Stock for $706.3 million
in cash.  In June 1999,  Comcast  acquired an additional  1.0 million  shares of
Jones  Intercable's  Class A Common Stock for $50.0 million in cash in a private
transaction.  Comcast  contributed its shares in Jones  Intercable to its wholly
owned  subsidiary,   Comcast  Cable  Communications,   Inc.  Comcast  Cable  has
consolidated the operating results of Jones Intercable since April 1999.

     In connection with Comcast's acquisition of a controlling interest in Jones
Intercable on April 7, 1999, all of the persons who were  executive  officers of
Jones  Intercable  as of  that  date  terminated  their  employment  with  Jones
Intercable.   Jones  Intercable's  board  of  directors  elected  new  executive
officers,  each of whom also was an officer of Comcast.  As of July 7, 1999, all
persons who were  employed at Jones  Intercable's  former  corporate  offices in
Englewood, Colorado had terminated their employment with Jones Intercable. Jones
Intercable's   corporate   offices  were   relocated  to  1500  Market   Street,
Philadelphia, Pennsylvania 19102-2148.

     To facilitate  an orderly  change in control to Comcast,  Jones  Intercable
established  retention and severance programs for its corporate and field office
employees who were to be terminated  due to the change in control.  The programs
provide  for cash  severance  payments  to  employees  that have been or will be
terminated  due to the change in  control.  During the year ended  December  31,
1999,   Jones   Intercable   incurred  expense  relating  to  the  severance  of
approximately 350 corporate and field office employees totaling $39.1 million.

     In addition to the severance expense described above, during the year ended
December 31, 1999,  Jones  Intercable  incurred an  additional  $16.3 million of
restructuring  costs related to the change in control  relating to an employment
contract  termination,  costs  associated with the termination of an information
technology  services  agreement  with  a  former  affiliated  entity  and  lease
termination costs.

     Littlerock System Acquisition

     In January 1999, Jones Intercable acquired the cable communications  system
serving  areas in and around  Littlerock,  California  for $10.7 million in cash
from Cable TV Fund 14-B, Ltd., a partnership managed by Jones Intercable.

                                       1

<PAGE>
     Calvert County System Acquisition

     In July 1999, Jones  Intercable  acquired the cable  communications  system
serving areas in and around Calvert  County,  Maryland for $39.5 million in cash
from Cable TV Fund 14-A, Ltd., a partnership managed by Jones Intercable.

     Exchange of Cable Communications Systems

     In May 1999, Jones Intercable entered into an agreement to exchange certain
cable communications  systems with Adelphia  Communications.  Under the terms of
the agreement, we will receive 103,000 subscribers in Michigan from Adelphia. In
exchange,  Adelphia  will receive  cable  communications  systems in  California
currently owned by us serving 108,000 subscribers. The transaction is subject to
customary closing  conditions and regulatory  approvals and is expected to close
in the third quarter of 2000.

     Partnership Liquidations

     The sales of all of the cable  communications  systems  that were  owned by
Jones Intercable's  managed  partnerships were completed in July 1999 and we are
in  the  final  stages  of  liquidating  these  managed  partnerships.  We are a
defendant  in  litigation  filed  by  limited  partners  of five of the  managed
partnerships  challenging the terms of certain sales of partnership-owned  cable
communications  systems to Jones Intercable and/or its subsidiaries.  We are and
most of the managed  partnerships  are defendants in litigation  filed by a firm
that sought to do tender offers for limited partnership interests of the managed
partnerships.  We expect  that the  managed  partnerships  that are  involved in
litigation  will not be dissolved  until the litigation is finally  resolved and
terminated.

                           DESCRIPTION OF OUR BUSINESS

     Technology and Capital Improvements

     Our cable  communications  networks  receive signals by means of:

     o    special antennae,
     o    microwave relay systems,
     o    earth stations, and
     o    coaxial and fiber optic cables.

     These networks distribute a variety of video,  telecommunications  and data
services to residential and commercial subscribers.

     As of December  31,  1999,  64% of our cable  subscribers  were served by a
system with a capacity of at least 550-MHz and 39% of our cable subscribers were
served by a system with a capacity of at least 750-MHz.  We are deploying  fiber
optic cable and  upgrading  the  technical  quality of our cable  communications
networks.  As a  result,  the  reliability  and  capacity  of our  systems  have
increased,  aiding in the delivery of  additional  video  programming  and other
services such as enhanced digital video, high-speed Internet access service and,
potentially, telephony.

     We will  incur  significant  capital  expenditures  in the  future  for the
upgrading and  rebuilding of our existing cable  communications  systems and for
the  systems to be  acquired as a result of our  pending  system  exchange  with
Adelphia.

     Franchises

     Cable   communications   systems  are   constructed   and  operated   under
non-exclusive  franchises granted by state or local governmental authorities and
are subject to federal,  state and local legislation and regulation.  Franchises
typically contain many conditions which may include:

     o    rate and service conditions,
     o    construction schedules,
     o    types of  programming  and  provision of services to schools and other
          public institutions, and
     o    insurance and indemnity bond requirements.

     Our  franchises   typically   provide  for  periodic  payment  of  fees  to
franchising  authorities of up to 5% of "revenues" (as defined by each franchise
agreement).  We normally pass those fees on to  subscribers.  In many cases,  we
need the consent of the franchising  authority to transfer our  franchises.  The
franchises are granted for varying lengths of time.

     Although  franchises  historically have been renewed,  renewals may include
less  favorable  terms and  conditions.  Under existing law,  franchises  should
continue to be renewed for  companies  that have provided  adequate  service and
have complied  generally with franchise  terms.  The  franchising  authority may
choose to award additional franchises to competing companies at any time.

                                       2

<PAGE>
     Revenue Sources

     We  receive  the  majority  of our  revenues  from  subscription  services.
Subscribers  typically pay us on a monthly  basis and generally may  discontinue
services  at any time.  Monthly  subscription  rates and  related  charges  vary
according  to the type of service  selected  and the type of  equipment  used by
subscribers. Packages of programming services offered to subscribers may consist
of:

     o    national television networks,
     o    local and distant  independent,  specialty and educational  television
          stations,
     o    satellite-delivered programming,
     o    locally originated programs,
     o    audio programming, and
     o    electronic retailing programs.

     We also offer, for an additional monthly fee, premium services, such as:

     o    Home Box Office(R),
     o    Cinemax(R),
     o    Showtime(R),
     o    The Movie Channel(TM), and
     o    Encore(R).

     These premium services generally offer,  without  commercial  interruption,
feature  motion  pictures,  live and taped sporting  events,  concerts and other
special  features.  The charge for premium  services  depends  upon the type and
level of service selected by the subscriber.

     We also generate revenues from advertising  sales,  pay-per-view  services,
installation services, commissions from electronic retailing and other services.
We generate  revenues from the sale of advertising  time to local,  regional and
national advertisers on non-broadcast  channels.  Pay-per-view services permit a
subscriber to order, for a separate fee,  individual feature motion pictures and
special event programs, such as professional boxing,  professional wrestling and
concerts.

     Our sales efforts are primarily  directed  toward  increasing the number of
subscribers we serve and generating incremental revenues in our franchise areas.
We sell our cable communications services through:

     o    telemarketing,
     o    direct mail advertising,
     o    door-to-door selling, and
     o    local media advertising.

     Programming

     We  generally  pay either a monthly  fee per  subscriber  per  channel or a
percentage  of certain  revenues  for  programming.  Our  programming  costs are
increased by:

     o    increases in the number of subscribers,
     o    expansion of the number of channels provided to customers, and
     o    increases in contract rates from programming suppliers.

     We attempt to secure long-term  programming contracts with volume discounts
and/or  marketing  support  and  incentives  from  programming  suppliers.   Our
programming  contracts  are generally for a fixed period of time and are subject
to negotiated  renewal.  We anticipate that future contract renewals will result
in  programming  costs that are higher than our costs  today,  particularly  for
sports programming.

     Customer Service

     We manage most of our cable communications  systems in geographic clusters.
Clustering  improves  our ability to sell  advertising,  enhances our ability to
efficiently introduce and market new products, and allows us to more efficiently
and effectively  provide customer service and support. As part of our clustering
strategy,  we have recently  consolidated our local customer service  operations
into  large   regional   call   centers.   These   regional  call  centers  have
technologically  advanced  telephone systems that provide 24-hour per day, 7-day
per  week  call  answering   capability,   telemarketing   and  other  services.
Subscribers  in our remaining  cable  communications  systems  receive  customer
service primarily through our local, system-based representatives.

                              --------------------


                                       3
<PAGE>
     Our Cable Communications Systems

     The table below  summarizes  certain  subscriber  information for our cable
communications systems as of December 31 (homes and subscribers in thousands):

<TABLE>
<CAPTION>
                                                      1999(4)      1998(5)       1997(6)     1996(7)        1995
                                                     ----------   ----------    ----------   ---------    ----------
<S>                                                     <C>          <C>           <C>           <C>           <C>
Basic Cable
     Homes Passed (1)..............................      1,738        1,596         1,186         894           651
     Cable Subscribers (2).........................      1,057          990           765         585           439
     Cable Penetration (3).........................      60.8%        62.0%         64.5%       65.4%         67.4%
<FN>
____________
(1)  A home is "passed" if we can connect it to our distribution  system without
     further extending the transmission lines.
(2)  A dwelling with one or more television sets connected to a system counts as
     one basic cable subscriber.
(3)  Basic cable  penetration  means the number of basic cable  subscribers as a
     percentage of basic cable homes passed.
(4)  In 1999, we acquired cable  communications  systems serving Calvert County,
     Maryland and Littlerock, California.
(5)  In  1998,  we  acquired  cable  communications  systems  serving  Palmdale,
     California,  Hinesville,  Georgia,  Socorro  and  Grants,  New  Mexico  and
     Albuquerque, New Mexico.
(6)  In 1997, we acquired cable  communications  systems  serving  Independence,
     Missouri,  Manitowoc,  Wisconsin and North Prince Georges County, Maryland,
     and sold the cable communications system serving Walnut Valley, California.
(7)  In 1996,  we acquired  cable  communications  systems  serving South Prince
     Georges County, Maryland, Savannah, Georgia and Manassas, Virginia.
</FN>
</TABLE>

                                 ---------------

     Competition

     Our cable communications systems compete with a number of different sources
which provide news,  information  and  entertainment  programming  to consumers,
including:

     o    local television  broadcast stations that provide off-air  programming
          which can be received using a roof-top antenna and television set,
     o    program  distributors that transmit satellite signals containing video
          programming, data and other information to receiving dishes of varying
          sizes located on the subscriber's premises,
     o    satellite master antenna television systems,  commonly known as SMATV,
          which generally serve condominiums, apartment and office complexes and
          residential developments,
     o    multichannel,  multipoint  distribution  service  operators,  commonly
          known  as  MMDS or  wireless  cable  operators,  which  use  low-power
          microwave   frequencies  to  transmit  video   programming  and  other
          information over-the-air to subscribers,
     o    other cable  operators who build and operate cable systems in the same
          communities that we serve, commonly known as overbuilders,
     o    interactive online computer services,
     o    newspapers, magazines and book stores,
     o    movie theaters,
     o    live concerts and sporting events, and
     o    home video products.

     In order to compete  effectively,  we strive to  provide,  at a  reasonable
price to subscribers:

     o    superior technical performance,
     o    superior customer service,
     o    a greater variety of video programming, and
     o    new products such as digital cable and cable modem Internet access and
          potential products such as telephony.

     Federal  law allows  local  telephone  companies  to  provide,  directly to
subscribers,  a wide  variety of services  that are  competitive  with our cable
communications services. Some local telephone companies:

     o    provide  video  services  within and outside their  telephone  service
          areas  through  a  variety  of  methods,   including  cable  networks,
          satellite program distribution and wireless  transmission  facilities,
          and/or

                                       4

<PAGE>

     o    have  announced  plans to construct and operate  cable  communications
          systems in various states.

     New facilities-based competitors such as RCN Corporation are now developing
cable  and  related  communications  services  in  various  areas  where we hold
franchises.  We anticipate  that  facilities-based  competitors  will develop in
other franchise areas we serve.

     Local  telephone  companies  and other  businesses  construct  and  operate
communications  facilities  that provide  access to the Internet and  distribute
interactive  computer-based services, data and other non-video services to homes
and businesses. These competitors are not required, in certain circumstances, to
comply  with  some  of  the   material   obligations   imposed  upon  our  cable
communications  systems  under our  franchises.  We are  unable to  predict  the
likelihood  of success of  competing  video or cable  service  ventures by local
telephone  companies  or other  businesses.  Nor can we predict the impact these
competitive ventures might have on our business and operations.

     We  operate  each  of  our  cable  communications  systems  pursuant  to  a
non-exclusive franchise that is issued by the community's governing body such as
a city council,  a county board of  supervisors  or a state  regulatory  agency.
Federal law prohibits franchising authorities from unreasonably denying requests
for additional  franchises,  and it permits  franchising  authorities to operate
cable systems. Companies that traditionally have not provided cable services and
that have  substantial  financial  resources (such as public  utilities that own
certain of the poles to which our cables are  attached)  may also  obtain  cable
franchises and may provide competing communications services.

     In the past few years,  Congress  has enacted  legislation  and the Federal
Communications  Commission,  commonly  known as the FCC, has adopted  regulatory
policies intended to provide a more favorable operating environment for existing
and new technologies that provide, or have the potential to provide, substantial
competition to our cable  communications  systems.  These  technologies  include
direct  broadcast  satellite  service,  commonly  known  as DBS,  among  others.
According to recent  government and industry reports,  conventional,  medium and
high-power  satellites  currently provide video programming to over 13.1 million
individual  households,  condominiums,  apartment  and office  complexes  in the
United States. DBS providers with high-power satellites typically offer to their
subscribers  more than 300 channels of programming,  including  program services
similar to those provided by cable communications systems.

     DBS service can be received  virtually  anywhere in the continental  United
States through the installation of a small roof top or side-mounted antenna. DBS
systems use video  compression  technology  to  increase  channel  capacity  and
digital  technology to improve the quality of the signals  transmitted  to their
subscribers.  Our digital cable  service is  competitive  with the  programming,
channel capacity and the digital quality of signals  delivered to subscribers by
DBS systems.  We are and will  continue to deploy  digital  cable service in the
communities that we serve.

     Two  major  companies,   DirecTV  and  Echostar,   are  currently  offering
nationwide  high-power  DBS  services.   Recently  enacted  federal  legislation
establishes,  among other things, a permanent  compulsory copyright license that
permits satellite  carriers to retransmit local broadcast  television signals to
subscribers  who reside  inside the local  television  station's  market.  These
companies have already begun  transmitting  local  broadcast  signals in certain
major television markets and have announced their intention to expand this local
television broadcast retransmission service to other domestic markets. With this
legislation,  satellite carriers become more competitive to cable communications
system  operators like us because they are now able to offer  programming  which
more closely  resembles what we offer. We are unable to predict the effects this
legislation and these  competitive  developments  might have on our business and
operations.

     Our cable  communications  systems also compete for subscribers  with SMATV
systems.  SMATV system  operators  typically are not subject to regulation  like
local  franchised cable  communications  system  operators.  SMATV systems offer
subscribers both improved reception of local television stations and many of the
same  satellite-delivered  programming  services  offered  by  franchised  cable
communications  systems. In addition, some SMATV operators are developing and/or
offering packages of telephony,  data and video services to private  residential
and commercial  developments.  SMATV system operators often enter into exclusive
service  agreements with building owners or homeowners'  associations,  although
some states have enacted laws to provide cable communications  systems access to
these complexes.  Courts have reviewed challenges to these laws and have reached
varying  results.  Our ability to compete for  subscribers  in  residential  and
commercial developments served by SMATV system operators is uncertain.  However,
we are developing  competitive  packages of services (video, data and telephony)
to offer to these residential and commercial developments.

     Cable  communications  systems  also  compete  with MMDS or wireless  cable
systems,  which  are  authorized  to  operate  in  areas  served  by  our  cable
communications

                                       5

<PAGE>

systems.  The FCC recently  amended its  regulations  to provide  flexibility to
wireless  system  operators to employ digital  technology in delivering  two-way
communications  services,  including  high-speed  Internet  access.  Federal law
significantly  limits  certain  local  restrictions  on  the  use  of  roof-top,
satellite  and  microwave   antennae  to  receive   satellite   programming  and
over-the-air broadcasting services.

     Many of our cable communications systems are currently offering, or plan to
offer,  interactive online computer services to subscribers.  These systems will
compete  with a  number  of  other  companies,  many  of whom  have  substantial
resources, such as:

     o    existing Internet service providers, commonly known as ISPs,
     o    local telephone companies, and
     o    long distance telephone companies.

     Recently,  a number of companies,  including telephone companies and ISP's,
have  asked  local,  state  and  federal   governments  to  mandate  that  cable
communications  systems operators provide capacity on their cable infrastructure
so that these  companies and others may deliver  Internet  services  directly to
customers  over cable  facilities.  In  response,  several  local  jurisdictions
attempted to impose these capacity  obligations on several cable  communications
operators.  Various cable  communications  companies,  including  Comcast,  have
initiated litigation challenging these municipal requirements.  In addition, two
antitrust  lawsuits have been filed in federal courts  alleging that Comcast and
other cable communications  companies have improperly refused to allow its cable
facilities  to be used by  certain  ISPs to  serve  their  customers.  Franchise
renewals and transfers could become more difficult depending upon the outcome of
this issue.  In a 1999 report to  Congress,  the FCC  declined to  institute  an
administrative  proceeding  to examine this issue.  It is expected that the FCC,
Congress,  and state and local regulatory  authorities will continue to consider
actions in this area.

     The deployment of Digital Subscriber Line technology,  known as DSL, allows
Internet access to subscribers at data  transmission  speeds equal to or greater
than that of modems  over  conventional  telephone  lines.  Numerous  companies,
including telephone companies, have introduced DSL service and certain telephone
companies  are  seeking  to provide  high-speed  broadband  services,  including
interactive  online services,  without regard to present service  boundaries and
other  regulatory  restrictions.  We are unable to  predict  the  likelihood  of
success of competing  online services  offered by our competitors or what impact
these competitive ventures may have on our business and operations.

     We expect advances in communications  technology, as well as changes in the
marketplace  and the  regulatory  and  legislative  environment  to occur in the
future.  We refer you to page 7 of this Annual Report for a detailed  discussion
of legislative and regulatory  factors.  Other new technologies and services may
develop and may compete  with  services  that our cable  communications  systems
offer. Consequently,  we are unable to predict the effect that ongoing or future
developments might have on our business and operations.

                                       6
<PAGE>
                           LEGISLATION AND REGULATION

     The Communications  Act of 1934, as amended,  establishes a national policy
to regulate the development and operation of cable  communications  systems. The
Communications Act allocates responsibility for enforcing federal policies among
the  FCC,  and  state  and  local  governmental  authorities.  The  courts,  and
especially  the  federal  courts,  play an  important  oversight  role as  these
statutory and regulatory  provisions are interpreted and enforced by the various
federal, state and local governmental units.

     We expect that court  actions and  regulatory  proceedings  will refine the
rights and obligations of various parties,  including the government,  under the
Communications Act. The results of these judicial and administrative proceedings
may materially affect our business operations.  In the following paragraphs,  we
summarize the principal  federal laws and regulations  materially  affecting the
growth and  operation of the cable  communications  industry.  We also provide a
brief description of certain state and local laws applicable to our businesses.

     The Communications Act and FCC Regulations

     The  Communications  Act and the regulations and policies of the FCC affect
significant aspects of our cable system operations, including:

     o    subscriber rates,
     o    the content of  programming we offer our  subscribers,  as well as the
          way we sell our  program  packages  to  subscribers  and  other  video
          program distributors,
     o    the use of our cable  systems by local  franchising  authorities,  the
          public and other unrelated third parties,
     o    our franchise agreements with governmental authorities,
     o    cable system ownership limitations and prohibitions, and
     o    our use of utility poles and conduit.

     Subscriber Rates

     The  Communications  Act and the FCC's  regulations  and policies limit the
ability of cable  systems to raise rates for basic  services  and  equipment  in
communities that are not subject to effective competition, as defined by federal
law.  Where there is no  effective  competition,  federal law gives  franchising
authorities the power to regulate the monthly rates charged by the operator for:

     o    the  lowest  level of  programming  service,  typically  called  basic
          service,  which generally includes local broadcast channels and public
          access or governmental  channels required by the operator's franchise,
          and
     o    the  installation,  sale and lease of equipment used by subscribers to
          receive  basic  service,  such as converter  boxes and remote  control
          units.

     The FCC has adopted  detailed rate  regulations,  guidelines and rate forms
that we and the franchising authority must use in connection with the regulation
of our basic service and equipment rates. If the franchising authority concludes
that our rates are not in  accordance  with the FCC's rate  regulations,  it may
require us to reduce our rates and to refund  overcharges to  subscribers,  with
interest.  We may appeal adverse rate  decisions to the FCC. Rate  regulation of
non-basic cable programming service tiers ended after March 31, 1999.

     The Communications Act and the FCC's regulations also:

     o    prohibit   regulation  of  rates   charged  by  cable   operators  for
          programming  offered on a per  channel or per program  basis,  and for
          multi-channel groups of non-basic programming,
     o    require  operators to charge uniform rates  throughout  each franchise
          area that is not subject to effective competition,
     o    prohibit  regulation of  non-predatory  bulk discount rates offered by
          operators to subscribers in commercial and  residential  developments,
          and
     o    permit regulated  equipment rates to be computed by aggregating  costs
          of broad categories of equipment at the franchise, system, regional or
          company level.

     Over the past few years, we have reached agreements with various regulatory
bodies to resolve  outstanding rate disputes.  We believe that the resolution of
these  proceedings  did not have and will not have a material  adverse impact on
our financial position, results of operations or liquidity.

     Content Requirements

     The Communications  Act and the FCC's regulations  contain broadcast signal
carriage requirements that allow local commercial television broadcast stations:

                                       7

<PAGE>

     o    to elect once  every  three  years to  require a cable  communications
          system to carry the station, subject to certain exceptions, or
     o    to negotiate with us on the terms by which we carry the station on our
          cable communications system, commonly called retransmission consent.

     The  Communications Act requires a cable operator to devote up to one-third
of its activated channel capacity for the mandatory carriage of local commercial
television  stations.  The  Communications  Act also gives local  non-commercial
television  stations mandatory carriage rights;  however,  such stations are not
given the option to negotiate  retransmission  consent for the carriage of their
signals by cable systems. Additionally, cable systems must obtain retransmission
consent for:

     o    all "distant"  commercial  television  stations (except for commercial
          satellite-delivered independent "superstations" such as WGN),
     o    commercial radio stations, and
     o    certain low-power television stations.

     The FCC has also  initiated an  administrative  proceeding  to consider the
requirements,  if any, for the mandatory  carriage of digital television signals
offered by local  broadcasters.  We are unable to  predict  the  outcome of this
proceeding  or the  impact  any  new  carriage  requirements  might  have on the
operations of our cable systems.

     The  Communications Act requires our cable systems to permit subscribers to
purchase  video  programming on a per channel or a per program basis without the
necessity  of  subscribing  to any tier of  service,  other than the basic cable
service tier. However, we are not required to comply with this requirement until
2002 for any of our cable systems that do not have  addressable  converter boxes
or that have other substantial  technological  limitations.  A limited number of
our systems do not have the technological capability to offer programming in the
manner required by the statute and thus currently are exempt from complying with
this requirement.

     To increase  competition  between  cable  operators and other video program
distributors, the Communications Act:

     o    precludes  any  satellite  video  programmer  affiliated  with a cable
          company, or with a common carrier providing video programming directly
          to  its  subscribers,   from  favoring  an  affiliated   company  over
          competitors,
     o    requires   such   programmers   to  sell   their   satellite-delivered
          programming to other video program distributors, and
     o    limits the ability of such programmers to offer exclusive  programming
          arrangements to their affiliates.

     The Communications  Act contains  restrictions on the transmission by cable
operators of obscene or indecent  programming.  It requires  cable  operators to
block fully both the video and audio  portion of  sexually  explicit or indecent
programming  on channels  that are  primarily  dedicated  to  sexually  oriented
programming or  alternatively  to carry such  programming  only at "safe harbor"
time  periods.  A  three-judge  federal  district  court  determined  that  this
provision was  unconstitutional.  The United  States  Supreme Court is currently
reviewing the lower court's ruling.

     The FCC actively regulates other aspects of our programming, involving such
areas as:

     o    our use of syndicated and network  programs and local sports broadcast
          programming,
     o    advertising in children's programming,
     o    political advertising,
     o    origination cablecasting,
     o    sponsorship identification, and
     o    closed captioning of video programming.

     Use of Our Cable Systems by The Government and Unrelated Third Parties

     The Communications  Act allows franchising  authorities and unrelated third
parties to have access to our cable systems' channel capacity. For example, it:

     o    permits  franchising  authorities  to require  cable  operators to set
          aside  channels  for  public,   educational  and  governmental  access
          programming; and
     o    requires  a  cable  system  with  36 or  more  activated  channels  to
          designate a significant portion of its channel capacity for commercial
          leased access by third parties to provide programming that may compete
          with services offered by the cable operator.

The FCC  regulates  various  aspects of third  party  commercial  use of channel
capacity  on our  cable  systems,  including  the rates  and  certain  terms and
conditions of the commercial use.

     Franchise Matters

     Although  franchising  matters are  normally  regulated  at the local level
through a franchise  agreement and/or a local ordinance,  the Communications Act
provides  oversight  and  guidelines

                                       8

<PAGE>

to govern our relationship with local franchising authorities.  For example, the
Communications Act:

     o    affirms  the  right  of  franchising   authorities  (state  or  local,
          depending on the practice in  individual  states) to award one or more
          franchises within their jurisdictions,
     o    generally  prohibits  us  from  operating  in  communities  without  a
          franchise,
     o    encourages competition with our existing cable systems by:
          o    allowing   municipalities   to  operate  cable  systems   without
               franchises, and
          o    preventing   franchising   authorities  from  granting  exclusive
               franchises  or from  unreasonably  refusing  to award  additional
               franchises covering an existing cable system's service area,
     o    permits local  authorities,  when granting or renewing our franchises,
          to establish  requirements  for certain  cable-related  facilities and
          equipment,  but prohibits  franchising  authorities from  establishing
          requirements  for specific video  programming or information  services
          other than in broad categories,
     o    permits us to obtain  modification of our franchise  requirements from
          the franchise  authority or by judicial action if warranted by changed
          circumstances,
     o    generally prohibits franchising authorities from:
          o    imposing   requirements  during  the  initial  cable  franchising
               process or during  franchise  renewal that  require,  prohibit or
               restrict us from providing telecommunications services,
          o    imposing  franchise  fees on revenues  we derive  from  providing
               telecommunications services over our cable systems, or
          o    restricting  our  use of any  type  of  subscriber  equipment  or
               transmission technology, and
     o    limits  our  payment  of  franchise  fees  to  the  local  franchising
          authority to 5% of our gross  revenues  derived from  providing  cable
          services over our cable system.

     The Communications Act contains  procedures  designed to protect us against
arbitrary  denials of the  renewal  of our  franchises,  although a  franchising
authority under various conditions could deny us a franchise renewal.  Moreover,
even if our franchise is renewed,  the franchising  authority may seek to impose
upon us new and  more  onerous  requirements  such as  significant  upgrades  in
facilities  and services or increased  franchise fees as a condition of renewal.
Similarly,  if a franchising authority's consent is required for the purchase or
sale of our cable system or franchise,  the franchising authority may attempt to
impose more  burdensome or onerous  franchise  requirements  on us in connection
with a  request  for  such  consent.  Historically,  cable  operators  providing
satisfactory services to their subscribers and complying with the terms of their
franchises have typically obtained franchise  renewals.  We believe that we have
generally met the terms of our  franchises  and have provided  quality levels of
service.  We anticipate that our future franchise  renewal  prospects  generally
will be favorable.

     Various courts have considered  whether  franchising  authorities  have the
legal right to limit the number of franchises  awarded within a community and to
impose  certain  substantive  franchise   requirements  (e.g.  access  channels,
universal service and other technical  requirements).  These decisions have been
inconsistent  and, until the United States Supreme Court rules  definitively  on
the scope of cable operators' First Amendment  protections,  the legality of the
franchising process generally and of various specific franchise  requirements is
likely to be in a state of flux.

     Ownership Limitations

     The  Communications  Act generally  prohibits us from owning or operating a
SMATV or wireless  cable  system in any area where we provide  franchised  cable
service.  We may,  however,  acquire and operate SMATV systems in our franchised
service  areas  if  the  programming  and  other  services   provided  to  SMATV
subscribers  are offered  according to the terms and conditions of our franchise
agreement.

     The  Communications Act also authorizes the FCC to impose nationwide limits
on the number of  subscribers  under the  control of a cable  operator.  While a
federal district court has declared this limitation to be  unconstitutional  and
delayed  its   enforcement,   the  FCC  has  reconsidered  its  cable  ownership
regulations and:

     o    reaffirmed  its  30%  nationwide   subscriber   ownership  limit,  but
          maintained  its  voluntary  stay on  enforcement  of  that  regulation
          pending further court action,
     o    reaffirmed   its   subscriber    ownership    information    reporting
          requirements, and
     o    modified its  attribution  rules that  identify  when the ownership or
          management by us or third parties of other communications  businesses,
          including  cable  systems,  television  broadcast  stations  and local
          telephone companies,  may be imputed to us for purposes

                                       9

<PAGE>

          of determining our compliance with the FCC's ownership restrictions.

Also  pending  on appeal is a  challenge  to the  statutory  and FCC  regulatory
limitations  on the number of channels that can be occupied on a cable system by
a video  programmer  in which a cable  operator  has an  attributable  ownership
interest.  We are unable to predict the outcome of these judicial and regulatory
proceedings or the impact any ownership  restrictions might have on our business
and operations.

     The Communications  Act eliminated the statutory  prohibition on the common
ownership,  operation or control of a cable  system and a  television  broadcast
station in the same market.  While the FCC has eliminated its regulations  which
precluded the  cross-ownership  of a national  broadcasting  network and a cable
system,  it has not yet completed its review of other regulations which prohibit
the common  ownership of other  broadcasting  interests and cable systems in the
same geographical areas.

     The 1996 amendments to the Communications Act made far-reaching  changes in
the relationship  between local telephone companies and cable service providers.
These amendments:

     o    eliminated   federal  legal  barriers  to  competition  in  the  local
          telephone  and cable  communications  businesses,  including  allowing
          local  telephone  companies  to offer  video  services  in their local
          telephone service areas,
     o    preempted state and local laws and  regulations  which impose barriers
          to telecommunications competitions,
     o    set  basic  standards  for  relationships  between  telecommunications
          providers, and
     o    generally limited  acquisitions and prohibited  certain joint ventures
          between  local  telephone  companies  and cable  operators in the same
          market.

     Local  telephone   companies  may  provide  service  as  traditional  cable
operators  with local  franchises or they may opt to provide  their  programming
over  unfranchised   "open  video  systems,"  subject  to  certain   conditions,
including, but not limited to, setting aside a portion of their channel capacity
for use by unaffiliated program  distributors on a  non-discriminatory  basis. A
federal appellate court overturned  various parts of the FCC's open video rules,
including the FCC's preemption of local franchising  requirements for open video
operators.  The FCC has modified its open video rules to comply with the federal
court's  decision,   but  we  are  unable  to  predict  the  impact  these  rule
modifications may have on our business and operations.

     Pole Attachment Regulation

     The  Communications  Act requires the FCC to regulate the rates,  terms and
conditions  imposed by public  utilities for cable  systems' use of utility pole
and conduit  space unless  state  authorities  demonstrate  to the FCC that they
adequately  regulate pole attachment  rates, as is the case in certain states in
which we operate.  In the absence of state regulation,  the FCC administers pole
attachment  rates on a formula basis.  The FCC's current rate formula,  which is
being  reevaluated  by the FCC,  governs the maximum rate certain  utilities may
charge for attachments to their poles and conduit by cable  operators  providing
only  cable   services  and,   until  2001,  by  certain   companies   providing
telecommunications  services.  The FCC also  adopted a second rate  formula that
will be effective in 2001 and will govern the maximum rate certain utilities may
charge  for  attachments  to their  poles and  conduit  by  companies  providing
telecommunications services, including cable operators.

     Any  resulting  increase  in  attachment  rates  due to the  FCC's new rate
formula will be phased in over a five-year  period in equal  annual  increments,
beginning in February 2001. Several parties have requested the FCC to reconsider
its new  regulations and several parties have challenged the new rules in court.
A federal  appellate  court  recently  upheld the  constitutionality  of the new
statutory  provision  which  requires that  utilities  provide cable systems and
telecommunications  carriers with nondiscriminatory  access to any pole, conduit
or right-of-way  controlled by the utility. We are unable to predict the outcome
of the legal  challenge to the FCC's new  regulations or the ultimate impact any
revised FCC rate formula or any new pole attachment rate regulations  might have
on our business and operations.

     Other Regulatory Requirements of the Communications Act and the FCC

     The Communications Act also includes provisions, among others, regulating:

     o    customer service,
     o    subscriber privacy,
     o    marketing practices,
     o    equal employment opportunity, and
     o    technical standards and equipment compatibility.

     The FCC  actively  regulates  other parts of our cable  operations  and has
adopted regulations implementing its authority under the Communications Act.

                                       10
<PAGE>
     The FCC may enforce its  regulations  through the imposition of substantial
fines,  the issuance of cease and desist orders  and/or the  imposition of other
administrative  sanctions,  such as the  revocation  of FCC  licenses  needed to
operate  certain  transmission  facilities  often used in connection  with cable
operations.  The FCC has  ongoing  rulemaking  proceedings  that may  change its
existing rules or lead to new  regulations.  We are unable to predict the impact
that any further FCC rule changes may have on our business and operations.

     Other bills and administrative proposals pertaining to cable communications
have  previously  been  introduced in Congress or have been  considered by other
governmental  bodies over the past several  years.  It is probable  that further
attempts will be made by Congress and other governmental  bodies relating to the
regulation of cable communications services.

Copyright

     Our cable  communications  systems provide our  subscribers  with local and
distant  television  and radio  broadcast  signals  which are  protected  by the
copyright  laws.  We generally  do not obtain a license to use this  programming
directly  from  the  owners  of the  programming;  instead  we  comply  with  an
alternative  federal copyright licensing process. In exchange for filing certain
reports and  contributing  a percentage  of our revenues to a federal  copyright
royalty pool, we obtain blanket permission to retransmit copyrighted material.

     In a  report  to  Congress,  the U.S.  Copyright  Office  recommended  that
Congress  make  major  revisions  to both the  cable  television  and  satellite
compulsory licenses. Congress recently modified the satellite compulsory license
in a manner that  permits DBS  providers to become more  competitive  with cable
operators like us. The possible  simplification,  modification or elimination of
the  cable  communications  compulsory  copyright  license  is  the  subject  of
continuing  legislative  review. The elimination or substantial  modification of
the cable  compulsory  license  could  adversely  affect  our  ability to obtain
suitable  programming and could  substantially  increase the cost of programming
that remains  available for  distribution to our  subscribers.  We are unable to
predict the outcome of this legislative activity.

     Our cable  communications  systems  often  utilize music in the programs we
provide  to  subscribers   including  local   advertising,   local   origination
programming and pay-per-view  events.  The right to use this music is controlled
by music performance rights societies who negotiate on behalf of their copyright
owners for license fees covering each performance. The cable industry and one of
these  societies have agreed upon a standard  licensing  agreement  covering the
performance of music contained in programs  originated by cable operators and in
pay-per-view  events.  Negotiations  on a  similar  licensing  agreement  are in
process  with  another  music  performance  rights  organization.   Rate  courts
established by a federal court exist to determine appropriate copyright coverage
and payments in the event the parties fail to reach a negotiated settlement.  We
are unable to predict  the  outcome  of these  proceedings  or the amount of any
license  fees we may be required to pay for the use of music.  We do not believe
that the  amount of such fees will be  significant  to our  financial  position,
results of operations or liquidity.

State and Local Regulation

     Our cable systems use local  streets and  rights-of-way.  Consequently,  we
must comply with state and local regulation  which is typically  imposed through
the  franchising  process.  The  terms and  conditions  of our  franchises  vary
materially from jurisdiction to jurisdiction.  Each franchise generally contains
provisions governing:

     o    cable service rates,
     o    franchise fees,
     o    franchise term,
     o    system construction and maintenance obligations,
     o    system channel capacity,
     o    design and technical performance,
     o    customer service standards,
     o    franchise renewal,
     o    sale or transfer of the franchise,
     o    service territory of the franchisee,
     o    indemnification of the franchising authority,
     o    use and occupancy of public streets, and
     o    types of cable services provided.

     A number of states  subject  cable  systems  to the  jurisdiction  of state
governmental  agencies.   State  and  local  franchising   jurisdiction  is  not
unlimited,  however;  it must be  exercised  consistently  with federal law. The
Communications Act immunizes franchising authorities from monetary damage awards
arising from the  regulation  of cable  systems or  decisions  made on franchise
grants, renewals, transfers and amendments.

     The summary of certain  federal and state  regulatory  requirements  in the
preceding  pages does not describe all present and proposed  federal,  state and
local regulations and legislation  affecting the cable industry.  Other existing
federal regulations,  copyright licensing, and, in many jurisdictions, state and
local franchise requirements, are currently the subject of

                                       11

<PAGE>

judicial  proceedings,  legislative hearings and administrative  proposals which
could change, in varying degrees,  the manner in which cable systems operate. We
are unable to predict the outcome of these  proceedings or their impact upon our
cable operations at this time.


                                    EMPLOYEES

     As of December 31, 1999 we had  approximately  2,300 employees.  We believe
that our relationships with our employees are good.

                                ---------------

ITEM 2.   PROPERTIES

     A central receiving apparatus,  distribution cables,  converters,  customer
service  call  centers and local  business  offices are the  principal  physical
assets  of a cable  communications  system.  We own or lease the  receiving  and
distribution  equipment of each system and own or lease parcels of real property
for the  receiving  sites,  customer  service  call  centers and local  business
offices. In order to keep pace with technological  advances, we are maintaining,
periodically  upgrading  and  rebuilding  the physical  components  of our cable
communications systems.

     We  believe  that  substantially  all of our  physical  assets  are in good
operating condition.

                                ---------------

ITEM 3.   LEGAL PROCEEDINGS

     The  Company is subject to legal  proceedings  and claims that arise in the
ordinary  course of its business.  In the opinion of  management,  the amount of
ultimate  liability with respect to these legal  proceedings and claims will not
materially  affect the Company's  financial  position,  results of operations or
liquidity.

     In  addition,  the  Company is a named  defendant  in the  following  legal
proceedings  relating  to  acquisitions  by  Jones  Intercable  or  one  of  its
subsidiaries  of cable  communications  systems  from  several of the  Company's
managed  partnerships  or  actions  taken  by  Jones  Intercable  or  one of its
subsidiaries in its role as general partner of several of the Company's  managed
partnerships:

     Litigation Challenging the Acquisition of the Tampa System

     Jones  Intercable was a defendant in a  consolidated  civil action filed by
limited  partners  of Cable TV Fund 12-D,  Ltd.,  one of the  Company's  managed
limited  partnerships,  captioned David Hirsch, Marty, Inc. Pension Plan (by its
trustee  and   beneficiary,   Martin  Ury)  and  Jonathan  and  Eileen  Fussner,
derivatively on behalf of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and
Cable TV Fund 12-D, Ltd., plaintiffs v. Jones Intercable,  Inc., defendant,  and
Cable TV Fund 12-BCD Venture, Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd.
and Cable TV Fund 12-D,  Ltd.,  nominal  defendants  (District  Court,  Arapahoe
County,  State of Colorado,  Case No. 95-CV-1800,  Division 3). The consolidated
complaint generally alleged that Jones Intercable breached its fiduciary duty to
the plaintiffs and to the other limited partners of the three named partnerships
and to the Cable TV Fund 12-BCD Venture (the  "Venture") in connection  with the
Venture's  sale of the Tampa,  Florida cable  communications  system (the "Tampa
System") to a subsidiary of Jones  Intercable  and the  subsequent  trade of the
Tampa System and other cable communications systems owned by Jones Intercable in
exchange for cable communications  systems owned by an unaffiliated cable system
operator.  The  consolidated  complaint  also set  forth a claim  for  breach of
contract  and a claim for breach of the implied  covenant of good faith and fair
dealing.  Among other things,  the  plaintiffs  asserted that the  subsidiary of
Jones Intercable that acquired the Tampa System paid an inadequate price for it.
The price  paid for the Tampa  System  was  determined  by the  average of three
separate,  independent  appraisals  of the Tampa  System's  fair market value as
required by the terms of the limited  partnership  agreements of the three named
partnerships.  The plaintiffs also  challenged the adequacy and  independence of
the appraisals. The consolidated complaint sought compensatory damages, an award
of attorneys' fees,  punitive damages and certain  equitable  relief. On October
25, 1999,  the district court granted Jones  Intercable's  motion to dismiss and
for summary  judgment based upon the August 1998 report of independent  counsel,
which had concluded that the  plaintiffs'  claims were not  meritorious and were
not supported by a preponderance of the evidence.  The

                                       12

<PAGE>

plaintiffs  gave  notice of their  intention  to  appeal  the  district  court's
decision, but in return for Jones Intercable's settlement offer to pay a portion
of the plaintiffs' attorneys' costs in the amount of approximately $229,000, the
plaintiffs  voluntarily  dismissed  their  appeal and this  litigation  has been
finally resolved and terminated.

     Litigation  Challenging  the  Acquisitions  of the  Albuquerque,  Palmdale,
     Littlerock and Calvert County Systems

     In June 1999,  Jones  Intercable  was named a defendant in a case captioned
City Partnership Co.,  derivatively on behalf of Cable TV Fund 12-C, Ltd., Cable
TV Fund  12-D,  Ltd.  and  Cable TV Fund  12-BCD  Venture,  plaintiff  v.  Jones
Intercable,  Inc.,  defendant and Cable TV Fund 12-C,  Ltd., Cable TV Fund 12-D,
Ltd. and Cable TV Fund 12-BCD Venture,  nominal defendants (U.S. District Court,
District of Colorado, Civil Action No. 99-WM-1151)("City Partnership I") brought
by City  Partnership  Co.,  a limited  partner  of the named  partnerships.  The
plaintiff's  complaint alleges that Jones Intercable breached its fiduciary duty
to the plaintiff and to the other limited  partners of the  partnerships  and to
Cable TV Fund 12-BCD  Venture (the  "Venture") in connection  with the Venture's
sale of the Palmdale,  California  cable  communications  system (the  "Palmdale
System") to a subsidiary  of Jones  Intercable in December  1998.  The complaint
alleges that Jones  Intercable  acquired the Palmdale  System at an unfairly low
price that did not accurately  reflect the market value of the Palmdale  System.
The plaintiff also alleges that the proxy  solicitation  materials  delivered to
the limited  partners of the  partnerships  in connection  with the votes of the
limited  partners  on the  Venture's  sale  of  the  Palmdale  System  contained
inadequate  and  misleading  information  concerning the state of the market for
cable systems and the fairness of the  transaction,  which the plaintiff  claims
caused Jones  Intercable to breach its  fiduciary  duty of candor to the limited
partners  and which the  plaintiff  claims  constituted  acts and  omissions  in
violation of Section 14(a) of the  Securities  Exchange Act of 1934, as amended.
The  plaintiff  also  claims  that Jones  Intercable  breached  the  contractual
provision of the partnerships' limited partnership agreements requiring that the
sale  price  be  determined  by  the  average  of  three  separate,  independent
appraisals,   challenging   both  the  independence  and  the  currency  of  the
appraisals. The complaint finally seeks declaratory injunctive relief to prevent
Jones  Intercable  from making use of the  partnerships'  funds to finance Jones
Intercable's  defense of this litigation.  Jones Intercable has filed motions to
dismiss certain of the plaintiff's  claims for relief. The Company believes that
the  procedures  followed by Jones  Intercable  in  conducting  the votes of the
limited  partners  of the  partnerships  on the  sale  of the  Palmdale  System,
including the fairness opinion in the proxy statements  delivered to the limited
partners of the  partnerships,  were proper and that the  Venture's  sale of the
Palmdale System at a price  determined by averaging three separate,  independent
appraisals was in accordance  with the express  provisions of the  partnerships'
limited  partnership  agreements.  The Company  intends to defend  this  lawsuit
vigorously.

     In June 1999,  Jones  Intercable  was named a defendant in a case captioned
City  Partnership  Co.,  derivatively  on  behalf of Cable TV Fund  14-B,  Ltd.,
plaintiff v. Jones  Intercable,  Inc.,  defendant and Cable TV Fund 14-B,  Ltd.,
nominal defendant (U.S. District Court,  District of Colorado,  Civil Action No.
99-WM-1051)("City  Partnership  II") brought by City  Partnership Co., a limited
partner of Cable TV Fund 14-B,  Ltd. ("Fund 14-B").  The  plaintiff's  complaint
alleges that Jones  Intercable  breached its fiduciary duty to the plaintiff and
to the other limited  partners of Fund 14-B in connection  with Fund 14-B's sale
of the  Littlerock,  California  cable  communications  system (the  "Littlerock
System") to a subsidiary  of Jones  Intercable  in January  1999.  The complaint
alleges that Jones Intercable  acquired the Littlerock System at an unfairly low
price that did not accurately reflect the market value of the Littlerock System.
The plaintiff also alleges that the proxy  solicitation  materials  delivered to
the  limited  partners of Fund 14-B in  connection  with the vote of the limited
partners on Fund 14-B's sale of the Littlerock  System contained  inadequate and
misleading  information concerning the state of the market for cable systems and
the  fairness  of the  transaction,  which the  plaintiff  claims  caused  Jones
Intercable  to breach its fiduciary  duty of candor to the limited  partners and
which the  plaintiff  claims  constituted  acts and  omissions  in  violation of
Section 14(a) of the Securities Exchange Act of 1934, as amended. Plaintiff also
claims that Jones Intercable  breached the contractual  provision of Fund 14-B's
limited partnership agreement requiring that the sale price be determined by the
average  of  three  separate,  independent  appraisals,   challenging  both  the
independence  and the currency of the  appraisals.  The complaint  finally seeks
declaratory  injunctive  relief to prevent Jones  Intercable  from making use of
Fund 14-B's  funds to finance  Jones  Intercable's  defense of this  litigation.
Jones Intercable has filed motions to dismiss certain of the plaintiff's  claims
for  relief.  The  Company  believes  that  the  procedures  followed  by  Jones
Intercable  in conducting  the vote of the limited  partners of Fund 14-B on the
sale of the  Littlerock  System,  including  the  fairness  opinion in the proxy
statement  delivered to the limited  partners of Fund 14-B, were proper and that
Fund 14-B's sale of the  Littlerock  System at a price  determined  by averaging
three  separate,  independent  appraisals  was in  accordance  with the  express
provisions of Fund 14-B's limited partnership agreement.  The Company intends to
defend this lawsuit vigorously.

                                       13

<PAGE>
     In August 1999,  Jones Intercable was named a defendant in a case captioned
Gramercy  Park  Investments,  LP,  Cobble Hill  Investments,  LP and  Madison/AG
Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc. and Glenn R.
Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable
TV Fund 12-D,  Ltd.,  Cable TV Fund  14-A,  Ltd.  and Cable TV Fund 14-B,  Ltd.,
nominal defendants (U.S. District Court, District of Colorado,  Civil Action No.
99-B-1508)("Gramercy  Park") brought as a class and derivative action by limited
partners of the named partnerships.  The plaintiffs'  complaint alleges that the
defendants made false and misleading  statements to the limited  partners of the
named  partnerships in connection with the solicitation of proxies and the votes
of the limited  partners on the sales of the Albuquerque,  Palmdale,  Littlerock
and Calvert County cable  communications  systems by the named  partnerships  to
Jones  Intercable or one of its  subsidiaries in violation of Sections 14 and 20
of the Securities Exchange Act of 1934, as amended. The plaintiffs  specifically
allege that the proxy statements delivered to the limited partners in connection
with the  limited  partners'  votes on these sales were  false,  misleading  and
failed to disclose  material  facts  necessary to make the  statements  made not
misleading.  The plaintiffs' complaint also alleges that the defendants breached
their  fiduciary  duties to the plaintiffs and to the other limited  partners of
the named  partnerships  and to the named  partnerships  in connection  with the
various sales of the Albuquerque,  Palmdale, Littlerock and Calvert County cable
communications  systems  to  subsidiaries  of Jones  Intercable.  The  complaint
alleges that Jones  Intercable  acquired these cable  communications  systems at
unfairly  low prices that did not  accurately  reflect the market  values of the
systems.  The  plaintiffs  seek on their own  behalf  and on behalf of all other
limited partners compensatory and nominal damages, the costs and expenses of the
litigation,  including reasonable attorneys' and experts' fees, and punitive and
exemplary damages.

     In August 1999,  Jones Intercable was named a defendant in a case captioned
William  Barzler,  plaintiff  v.  Jones  Intercable,  Inc.  and Glenn R.  Jones,
defendants and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District Court,
District of Colorado, Civil Action No. 99-B-1604)("Barzler")  brought as a class
and  derivative  action  by a limited  partner  of the  named  partnership.  The
substance of the plaintiff's  complaint is similar to the allegations  raised in
the Gramercy Park case except that it relates only to the sale of the Littlerock
cable communications system by Cable TV Fund 14-B, Ltd.

     In  September  1999,  Jones  Intercable  was  named a  defendant  in a case
captioned  Sheryle  Trainer,  plaintiff v. Jones  Intercable,  Inc. and Glenn R.
Jones,  defendants,  and  Cable TV Fund  14-B,  Ltd.,  nominal  defendant  (U.S.
District  Court,  District of Colorado,  Civil Action No.  99-B-1751)("Trainer")
brought  as a class and  derivative  action by a  limited  partner  of the named
partnership.  The  substance  of the  plaintiff's  complaint  is  similar to the
allegations  raised in the Gramercy Park case except that it relates only to the
sale of the Littlerock cable communications system by Cable TV Fund 14-B, Ltd.

     In  September  1999,  Jones  Intercable  was  named a  defendant  in a case
captioned Mary Schumacher,  Charles McKenzie and Geraldine Lucas,  plaintiffs v.
Jones  Intercable,  Inc. and Glenn R. Jones,  defendants and Cable TV Fund 12-B,
Ltd.,  Cable TV Fund 12-C,  Ltd.,  Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
Ltd. and Cable TV Fund 14-B,  Ltd.,  nominal  defendants  (U.S.  District Court,
District of Colorado,  Civil Action No.  99-WM-1702)("Schumacher")  brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the plaintiffs'  complaint is similar to the allegations raised
in the Gramercy Park case.

     In  September  1999,  Jones  Intercable  was  named a  defendant  in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
Intercable,  Inc. and Glenn R. Jones,  defendants and Cable TV Fund 12-B,  Ltd.,
Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. And
Cable TV Fund 14-B, Ltd., nominal defendants (U.S.  District Court,  District of
Colorado,  Civil  Action  No.  99-B-1778)("Margolin")  brought  as a  class  and
derivative  action by three  limited  partners  of the named  partnerships.  The
substance of the plaintiffs'  complaint is similar to the allegations  raised in
the Gramercy Park case.

     The Company  believes that the procedures  followed by Jones  Intercable in
conducting the votes of the limited partners of the various  partnerships on the
sales of the  Albuquerque,  Palmdale,  Littlerock and Calvert County systems and
the  disclosures in the proxy  statements  delivered to the limited  partners in
connection  with the  limited  partners'  votes on these  sales were  proper and
complete,  and the Company believes that the various sale transactions were fair
because they were at prices determined by averaging three separate,  independent
appraisals of the various cable  communications  systems sold in accordance with
the express provisions of the partnerships' limited partnership agreements.  The
Company intends to defend the Gramercy Park,  Barzler,  Trainer,  Schumacher and
Margolin lawsuits vigorously.

     In November  1999,  the United  States  District  Court for the District of
Colorado entered an order consolidating all seven of the cases challenging Jones
Intercable's acquisitions of the Albuquerque,  Palmdale,

                                       14
<PAGE>
Littlerock  and  Calvert   County  systems   because  these  seven  cases  (City
Partnership I, City Partnership II, Gramercy Park, Barzler, Trainer,  Schumacher
and Margolin) involve common questions of law and fact.

     Litigation Relating to Limited Partnership List Requests

     In July 1999,  Jones  Intercable,  each of its  subsidiaries  that serve as
general partners of managed  partnerships  and most of its managed  partnerships
were named defendants in a case captioned Everest Cable Investors,  LLC, Everest
Properties, LLC, Everest Properties II, LLC and KM Investments,  LLC, plaintiffs
v. Jones  Intercable,  Inc., et al.,  defendants  (Superior  Court,  Los Angeles
County, State of California, Case No. BC 213632). Plaintiffs allege that certain
of them formed a plan to acquire up to 4.9% of the limited partnership interests
in each of the  partnerships  named  as  defendants,  and that  plaintiffs  were
frustrated  in this  purpose by Jones  Intercable's  alleged  refusal to provide
plaintiffs  with lists of the names and  addresses  of the  limited  partners of
these  partnerships.  The  complaint  alleges  that Jones  Intercable's  actions
constituted a breach of contract, a breach of the implied covenant of good faith
and fair dealing,  a breach of Jones  Intercable's  fiduciary  duty and tortious
interference with prospective  economic advantage.  Plaintiffs allege that Jones
Intercable's  failure to provide them with the partnership  lists prevented them
from making their  tender  offers and that they have been injured by such action
in an amount to be proved at trial, but not less than $17 million.

     In September  1999,  Jones  Intercable and the defendant  subsidiaries  and
managed partnerships filed demurrers to the plaintiffs'  complaint and a hearing
on this matter was held in October 1999. In December 1999,  the Court  sustained
the  defendants'  demurrers in part but the Court gave the  plaintiffs  leave to
amend their complaint to attempt to cure the deficiencies in the pleadings.  The
plaintiffs filed their first amended complaint in January 2000. Discovery in the
case also has begun. The Company believes that it and the defendant subsidiaries
and managed  partnerships have defenses to the plaintiffs' claims for relief and
challenges to the plaintiffs' claims for damages.  The Company intends to defend
this lawsuit  vigorously  both on its own behalf and on behalf of the  defendant
subsidiaries and managed partnerships.


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

     Information for this Item is omitted pursuant to SEC General  Instruction I
to Form 10-K.


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common Stock

Absence of Trading Market
Our common  stock is not publicly  traded.  Therefore,  there is no  established
public trading  market for the common stock,  and none is expected to develop in
the foreseeable future.

Holder
All of our  shares  of  common  stock,  $.01 par  value,  are  owned by  Comcast
Corporation.

Dividends
None.

ITEM 6    SELECTED FINANCIAL DATA

     Information for this Item is omitted pursuant to SEC General  Instruction I
to Form 10-K.


                                       15
<PAGE>

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

     Information for this Item is omitted pursuant to SEC General  Instruction I
to Form 10-K, except as noted below.

     Interest Rate Risk Management

     See Note 5 to our consolidated financial statements included in Item 8.

     We are  exposed to market risk  including  changes in  interest  rates.  To
manage  the  volatility  relating  to these  exposures,  we enter  into  various
derivative  transactions  pursuant to our policies in areas such as counterparty
exposure  and  hedging  practices.  Positions  are  monitored  using  techniques
including  market value and  sensitivity  analyses.  We do not hold or issue any
derivative  financial  instruments  for trading  purposes and are not a party to
leveraged instruments. The credit risks associated with our derivative financial
instruments  are  controlled  through  the  evaluation  and  monitoring  of  the
creditworthiness of the counterparties.  Although we may be exposed to losses in
the event of nonperformance by the counterparties, we do not expect such losses,
if any, to be significant.

     Interest Rate Risk

     Our policy is to manage  interest  costs using a mix of fixed and  variable
rate debt.  Using  interest  rate  exchange  agreements  ("Swaps"),  we agree to
exchange,  at specified  intervals,  the  difference  between fixed and variable
interest amounts  calculated by reference to an agreed-upon  notional  principle
amount.

                                ---------------

     The table set forth below  summarizes the fair values and contract terms of
financial  instruments  subject to  interest  rate risk  maintained  by us as of
December 31, 1999 (dollars in millions):

<TABLE>
<CAPTION>

                                            Expected Maturity Date                                    Fair
                                 --------------------------------------------                       Value at
                                 2000      2001      2002      2003      2004  Thereafter   Total   12/31/99
                                 ----      ----      ----      ----      ----  ----------   -----   --------
<S>                             <C>       <C>       <C>       <C>       <C>     <C>        <C>       <C>
Debt
Fixed Rate....................     $2.5      $5.0    $200.0                       $545.7    $753.2    $768.9
     Average Interest Rate....    10.0%     10.0%      9.6%                         8.5%      8.8%

Variable Rate.................              $88.0    $204.0    $240.0    $240.0   $150.0    $922.0    $922.0
     Average Interest Rate....               7.6%      7.5%      7.5%      7.5%     7.6%      7.6%


Interest Rate Instruments
Variable to Fixed Swaps.......    $50.0    $100.0              $150.0                       $300.0      $6.4
     Average Pay Rate.........     6.5%      5.3%                5.5%                         5.6%
     Average Receive Rate.....     6.7%      7.1%                7.0%                         7.0%
</TABLE>

     The  notional  amounts of interest  rate  instruments,  as presented in the
table  above are used to  measure  interest  to be paid or  received  and do not
represent  the amount of  exposure  to credit  loss.  The  estimated  fair value
approximates the proceeds (costs) to settle the outstanding contracts.  Interest
rates on variable  debt are  estimated by us using the average  implied  forward
London  Interbank  Offer Rate ("LIBOR")  rates for the year of maturity based on
the yield curve in effect at December 31,  1999,  plus the  borrowing  margin in
effect for each  facility at December 31,  1999.  Average  receive  rates on the
Variable to Fixed Swaps are  estimated by us using the average  implied  forward
LIBOR  rates  for the year of  maturity  based on the  yield  curve in effect at
December 31, 1999.  While Swaps  represent an integral part of our interest rate
risk management  program,  their incremental  effect on interest expense for the
years ended December 31, 1999 and 1998 was not significant.

                                       16
<PAGE>
     Year 2000 Readiness Disclosure

     The Year 2000 Issue is the result of computer  programs being written using
two digits rather than four to define the  applicable  year.  Computer  programs
that have  date-sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year 2000 (the  "Year  2000  Issue").  If this  situation
occurs,  the potential exists for computer system failure or  miscalculations by
computer programs, which could cause disruption of operations.  We evaluated and
addressed the impact of the Year 2000 Issue on our operations to ensure that our
information  technology and business  systems  recognize  calendar Year 2000. We
utilized  both  internal and external  resources in  implementing  our Year 2000
program.

     Based on an inventory  conducted in 1997,  we identified  computer  systems
that required  modification  or replacement so that they would properly  utilize
dates beyond December 31, 1999.  Many of our critical  systems were new and were
already  Year 2000  compliant  as a result of the recent  rebuild of many of our
cable  communications  systems.  In  addition,  we have  communicated  with  our
significant  software suppliers and service bureaus to determine their plans for
remediating the Year 2000 Issue in their software which we use or rely upon.

     As of  December  31,  1999,  we have  completed  our Year 2000  remediation
program. We believe that all key systems are Year 2000 compliant and as of March
13, 2000 we have  incurred no  significant  disruption in  operations.  Further,
contingency  plans  have  been  created  for our  key  systems  and  operations.
Additionally,   in  the  majority  of  our   operations,   business   continuity
preparations  have been  implemented to create  post-Year 2000 response teams to
further  mitigate Year 2000 risk.  There can be no guarantee that the systems of
other companies on which we rely are Year 2000  compliant,  or that a failure to
be Year 2000  compliant  by another  company  would not have a material  adverse
effect on us.

     Through December 31, 1999, we have incurred  approximately  $3.0 million in
connection with our Year 2000 remediation program.

     Our management will continue to periodically report the results of our Year
2000 remediation program to the Audit Committee of Comcast's Board of Directors.


Results of Operations

     Our  summarized  consolidated  financial  information  for the years  ended
December  31, 1999 and 1998 is as follows  (dollars in  millions,  "NM"  denotes
percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                  Year Ended              Increase /
                                                                 December 31,             (Decrease)
                                                               1999        1998          $          %
                                                             ----------  ---------   ----------  ---------
<S>                                                             <C>        <C>           <C>         <C>
Revenues..................................................      $541.0     $472.3        $68.7       14.5%
Operating, selling, general and administrative expenses...       344.1      244.2         99.9       40.9
                                                             ---------   --------    ---------
Operating income before depreciation and
    amortization (1)......................................       196.9      228.1        (31.2)     (13.7)
Restructuring charges.....................................        55.4                    55.4         NM
Depreciation and amortization.............................       265.0      206.2         58.8       28.5
                                                             ---------   --------    ---------
Operating (loss) income...................................      (123.5)      21.9       (145.4)        NM
                                                             ---------   --------    ---------
Interest expense..........................................       119.0       94.3         24.7       26.2
Investment income.........................................        (2.1)      (3.3)        (1.2)     (36.4)
Equity in net losses (income) of affiliates...............         3.9       (1.4)         5.3         NM
Other expense.............................................         4.0       12.7         (8.7)     (68.5)
                                                             ---------   --------    ---------
                                                               ($248.3)    ($80.4)      $167.9         NM
                                                             =========   ========    =========
<FN>
------------
(1) Operating income before  depreciation and amortization is commonly  referred
to in the cable communications business as "operating cash flow." Operating cash
flow is a measure  of a  company's  ability  to  generate  cash to  service  its
obligations,  including  debt service  obligations,  and to finance  capital and
other  expenditures.  In part due to the capital  intensive  nature of the cable
communications   business  and  the  resulting  significant  level  of  non-cash
depreciation and amortization expense, operating cash flow is frequently used as
one of the bases for comparing businesses in the cable communications  industry,
although our measure of operating  cash flow may not be  comparable to similarly
titled  measures of other  companies.  Operating  cash flow is the primary basis
used by our  management  to measure the operating  performance  of our business.
Operating  cash  flow  does not  purport  to  represent  net  income or net cash
provided by operating  activities,  as those terms are defined  under  generally

                                       17

<PAGE>

accepted accounting  principles,  and should not be considered as an alternative
to such measurements as an indicator of our performance.
</FN>
</TABLE>
     Revenues

     Of the $68.7 million increase in revenues from 1998 to 1999, $120.2 million
is  attributable  to increases in subscriber  service  fees,  offset by an $11.3
million  decrease in management  fees, a $37.8 million decrease in distributions
and brokerage fees and a $2.4 million decrease in non-cable revenue.

     Of the $120.2 million increase in subscriber service fees, $81.3 million is
attributable to the effects of the acquisitions of cable communications systems,
$9.8 million is  attributable  to subscriber  growth,  $14.7 million  relates to
changes in rates,  $2.8 million is attributable  to growth in cable  advertising
sales and $11.6  million  relates  to other  product  offerings,  including  the
increase in digital cable and cable modem services.

     Operating, Selling, General & Administrative Expenses

     Of  the  $99.9  million  increase  in  operating,   selling,   general  and
administrative  expenses from 1998 to 1999, $51.9 million is attributable to the
effects of the acquisitions of cable  communications  systems,  $22.4 million is
attributable  to  increases  in the  costs of cable  programming  as a result of
changes in rates,  subscriber growth and additional  channel offerings and $11.7
million  results  from  increases  in the  cost  of  labor,  the  effects  of an
adjustment  to the cost  component  factor  used to  capitalize  indirect  costs
relating to network  construction  activity,  other volume related  expenses and
costs associated with new product offerings.  In addition,  $13.9 million of the
increase in operating, selling, general and administrative expenses for the year
ended  December  31, 1999 is  attributable  to one-time  adjustments  related to
recent  court  rulings on late fees (see Note 10 to our  consolidated  financial
statements  included in Item 8), sales and use tax audits and other  adjustments
recorded in the second quarter of 1999.

     Management Agreement

     See Note 7 to our consolidated financial statements included in Item 8.

     Restructuring Charges

     See Note 1 to our consolidated financial statements included in Item 8.

     Depreciation and Amortization Expense

     The $58.8  million  increase from 1998 to 1999 is primarily a result of the
effects of our acquisitions of cable  communications  systems and of our capital
expenditures.

     Interest Expense

     The $24.7 million  increase from 1998 to 1999 is due to higher  outstanding
balances  on our  long-term  debt and to  increases  in the  effective  weighted
average  interest rate on our long-term  debt.  Borrowings were used to fund the
acquisitions of cable  communications  systems,  fund restructuring costs and to
fund capital expenditures.

     Equity in Net Losses (Income) of Affiliates

     The $5.3  million  change  from  1998 to 1999 is  primarily  due to  income
recognized in 1998 relating to the sale of certain cable communications  systems
by our managed partnerships.

     Other Expense

        The $8.7 million decrease from 1998 to 1999 is primarily due to the $3.6
million loss on the  disposition of one of our non-cable  business units in 1998
and to legal and  investment  advisory  fees  incurred  in 1998  relating to the
Company's change in control.

     We believe that our losses will not significantly affect the performance of
our  normal  business   activities   because  of  our  existing  cash  and  cash
equivalents,  our ability to generate  operating income before  depreciation and
amortization and our ability to obtain external financing.

     We believe that our operations are not materially affected by inflation.

                                       18
<PAGE>
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


BOARD OF DIRECTORS AND STOCKHOLDERS
JONES INTERCABLE, INC.


     We have  audited  the  accompanying  consolidated  balance  sheets of Jones
Intercable,  Inc. (a Colorado  corporation)  and subsidiaries as of December 31,
1999  and  1998,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity (deficiency) and cash flows for each of the three years in
the  period  ended  December  31,  1999.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Jones Intercable,  Inc. and
subsidiaries  as of  December  31,  1999  and  1998,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.



                                                             ARTHUR ANDERSEN LLP



Denver, Colorado
February 18, 2000


                                       19
<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                                December 31,
                                                                                            1999            1998
                                                                                        -------------   -------------
<S>                                                                                       <C>             <C>
ASSETS
CURRENT ASSETS
   Cash and cash equivalents.......................................................          $23,027          $2,586
   Accounts receivable, less allowance for doubtful
     accounts of $5,265 and $4,039.................................................           40,137          32,452
   Inventories, net................................................................           15,524          20,239
   Other current assets............................................................            6,502          28,734
                                                                                        ------------    ------------
         Total current assets......................................................           85,190          84,011
                                                                                        ------------    ------------

INVESTMENTS........................................................................           54,525          19,724
                                                                                        ------------    ------------

PROPERTY AND EQUIPMENT.............................................................          946,623         818,871
   Accumulated depreciation........................................................         (303,875)       (244,631)
                                                                                        ------------    ------------
   Property and equipment, net.....................................................          642,748         574,240
                                                                                        ------------    ------------

DEFERRED CHARGES
   Franchise acquisition costs.....................................................          979,757         932,358
   Excess of cost over net assets acquired and other...............................          671,092         567,725
                                                                                        ------------    ------------
                                                                                           1,650,849       1,500,083
   Accumulated amortization........................................................         (597,060)       (446,965)
                                                                                        ------------    ------------
   Deferred charges, net...........................................................        1,053,789       1,053,118
                                                                                        ------------    ------------

                                                                                          $1,836,252      $1,731,093
                                                                                        ============    ============

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses...........................................         $120,326         $89,516
   Accrued interest................................................................           25,892          23,265
   Current portion of long-term debt...............................................            2,460           2,237
   Due to affiliates...............................................................           67,375
                                                                                        ------------    ------------

         Total current liabilities.................................................          216,053         115,018
                                                                                        ------------    ------------

LONG-TERM DEBT, less current portion...............................................        1,672,716       1,460,470
                                                                                        ------------    ------------

OTHER LIABILITIES..................................................................           29,837
                                                                                        ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIENCY) EQUITY
   Class A common stock, $.01 par value - authorized, 60,000,000 shares;
     issued, 36,937,420 and 36,143,054.............................................              369             361
   Common stock, $.01 par value - authorized, 5,550,000 shares; issued, 5,113,021..               51              51
   Additional capital..............................................................          504,472         495,116
   Accumulated deficit.............................................................         (588,227)       (339,923)
   Accumulated other comprehensive income..........................................              981
                                                                                        ------------    ------------
         Total stockholders' (deficiency) equity...................................          (82,354)        155,605
                                                                                        ------------    ------------

                                                                                          $1,836,252      $1,731,093
                                                                                        ============    ============
</TABLE>

See notes to consolidated financial statements.

                                       20
<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                 Year Ended December 31,
                                                                           1999           1998            1997
                                                                        -----------     ----------     -----------
<S>                                                                       <C>            <C>             <C>
REVENUES
   Cable Communications Revenues
     Subscriber service fees......................................        $533,180       $412,977        $345,154
     Management fees..............................................             957         12,284          17,253
     Distributions and brokerage fees.............................           3,966         41,780           2,768
   Non-cable revenue..............................................           2,890          5,294           8,741
                                                                          --------       --------        --------
                                                                           540,993        472,335         373,916
                                                                          --------       --------        --------
COSTS AND EXPENSES
   Cable Communications Expenses
     Operating....................................................         211,800        128,503         111,104
     Selling, general and administrative..........................         129,422        109,685          94,833
   Non-cable operating, selling, general and administrative.......           2,883          6,009           9,297
   Restructuring charges..........................................          55,400
   Depreciation and amortization..................................         264,996        206,202         175,839
                                                                          --------       --------        --------
                                                                           664,501        450,399         391,073
                                                                          --------       --------        --------

OPERATING (LOSS) INCOME...........................................        (123,508)        21,936         (17,157)

OTHER (INCOME) EXPENSE
   Interest expense...............................................         119,012         94,291          86,764
   Investment income..............................................          (2,064)        (3,258)        (50,847)
   Equity in net losses (income) of affiliates....................           3,883         (1,372)          3,804
   Other expense (income).........................................           3,965         12,693         (15,114)
                                                                          --------       --------        --------
                                                                           124,796        102,354          24,607
                                                                          --------       --------        --------

LOSS BEFORE INCOME TAX BENEFIT AND
   EXTRAORDINARY ITEM.............................................        (248,304)       (80,418)        (41,764)

INCOME TAX BENEFIT................................................                                          3,275
                                                                          --------       --------        --------

LOSS BEFORE EXTRAORDINARY ITEM....................................        (248,304)       (80,418)        (38,489)

EXTRAORDINARY ITEM................................................                                        (13,459)
                                                                          --------       --------        --------

NET LOSS..........................................................       ($248,304)      ($80,418)       ($51,948)
                                                                          ========       ========        ========

BASIC AND DILUTED LOSS FOR COMMON
   STOCKHOLDERS PER COMMON SHARE
   Loss before extraordinary item.................................          ($5.93)        ($1.96)         ($1.11)
   Extraordinary item.............................................                                           (.39)
                                                                          --------       --------        --------
   Net loss.......................................................          ($5.93)        ($1.96)         ($1.50)
                                                                          ========       ========        ========

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING......................................          41,854         40,933          34,610
                                                                          ========       ========        ========
</TABLE>

See notes to consolidated financial statements.

                                       21
<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                                           1999           1998          1997
                                                                        -----------    -----------    ----------
<S>                                                                      <C>             <C>           <C>
OPERATING ACTIVITIES
   Net loss.......................................................       ($248,304)      ($80,418)     ($51,948)
   Adjustments to reconcile net loss
    to net cash provided by operating activities:
     Depreciation and amortization................................         264,996        206,202       175,839
     Equity in net losses (income) of affiliates..................           3,883         (1,372)        3,804
     Noncash interest expense.....................................             362            286            67
     Amortization of deferred revenue.............................          (6,319)
     (Gain) loss on sale of assets................................            (994)         3,616       (70,232)
     Extraordinary item...........................................                                       13,459
     Deferred income tax benefit..................................                                       (3,275)
                                                                        ----------     ----------     ---------
                                                                            13,624        128,314        67,714
     Changes in working capital and other liabilities.............          46,878        (19,708)       11,347
                                                                        ----------     ----------     ---------
            Net cash provided by operating activities.............          60,502        108,606        79,061
                                                                        ----------     ----------     ---------

FINANCING ACTIVITIES
   Proceeds from borrowings.......................................         213,427        991,689       816,587
   Retirement and repayment of debt...............................          (1,462)      (554,000)     (613,300)
   Proceeds from issuance of Class A Common Stock.................                                       91,602
   Proceeds from Class A Common Stock options.....................           9,364          7,505           829
   Net transactions with affiliates...............................          68,399          2,215        (3,787)
                                                                        ----------     ----------     ---------
            Net cash provided by financing activities.............         289,728        447,409       291,931
                                                                        ----------     ----------     ---------

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired.............................         (50,213)      (387,646)     (379,393)
   Proceeds from sales of assets..................................           6,187            350       142,991
   Capital expenditures...........................................        (175,185)      (116,234)      (95,585)
   Additions to deferred charges..................................        (110,776)       (57,865)      (38,013)
   Other, net.....................................................             198          4,371           932
                                                                        ----------     ----------     ---------
            Net cash used in investing activities.................        (329,789)      (557,024)     (369,068)
                                                                        ----------     ----------     ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................          20,441         (1,009)        1,924

CASH AND CASH EQUIVALENTS, beginning of year......................           2,586          3,595         1,671
                                                                        ----------     ----------     ---------

CASH AND CASH EQUIVALENTS, end of year............................         $23,027         $2,586        $3,595
                                                                        ==========     ==========     =========
</TABLE>

See notes to consolidated financial statements.

                                       22
<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                                           Accumulated
                                 Class A Common Stock       Common Stock      Additional                       Other
                                 --------------------    -----------------     Paid-In      Accumulated   Comprehensive
                                  Shares      Amount     Shares     Amount     Capital        Deficit         Income        Total
                                  ------      ------     ------     ------     -------        -------         ------        -----
<S>                              <C>           <C>       <C>          <C>    <C>           <C>                  <C>     <C>
BALANCE,
   JANUARY 1, 1997.............    26,264        $263      5,113        $51    $395,278      ($207,557)        $47,272    $235,307
Proceeds from stock
   options exercised...........        90           1                               567                                        568
Proceeds from Class A
   Common Stock offering.......     9,200          92                            91,510                                     91,602
Class A Common Stock
   option grants...............                                                     261                                        261
Gains realized on
   marketable securities.......                                                                                (47,272)
Net loss.......................                                                                (51,948)
Total comprehensive loss.......                                                                                            (99,220)
                                 --------    --------  ---------  ---------  ----------   ------------     -----------   ---------

BALANCE,
   DECEMBER 31, 1997...........    35,554         356      5,113         51     487,616       (259,505)                    228,518

Proceeds from stock
   options exercised...........       589           5                             7,283                                      7,288
Class A Common Stock
   option grants...............                                                     217                                        217
Net loss.......................                                                                (80,418)
Total comprehensive loss.......                                                                                            (80,418)
                                 --------    --------  ---------  ---------  ----------   ------------     -----------   ---------

BALANCE,
   DECEMBER 31, 1998...........    36,143         361      5,113         51     495,116       (339,923)                    155,605

Proceeds from stock
   options exercised...........       794           8                             9,356                                      9,364
Unrealized gains on
   marketable securities,
   net of deferred taxes.......                                                                                    981
Net loss.......................                                                               (248,304)
Total comprehensive loss.......                                                                                           (247,323)
                                 --------    --------  ---------  ---------  ----------   ------------     -----------   ---------

BALANCE,
   DECEMBER 31, 1999...........    36,937        $369      5,113        $51    $504,472      ($588,227)           $981    ($82,354)
                                 ========    ========  =========  =========  ==========   ============     ===========   =========
</TABLE>

See notes to consolidated financial statements.

                                       23
<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

1.   BUSINESS

     Jones Intercable,  Inc. and its subsidiaries (the "Company") is principally
     engaged in the  development,  management  and operation of broadband  cable
     networks.  The Company served  approximately  1.1 million  subscribers  and
     passed approximately 1.7 million homes as of December 31, 1999.

     On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition
     of a  controlling  interest in the Company for aggregate  consideration  of
     $706.3 million.  In June 1999,  Comcast  acquired an additional 1.0 million
     shares of the Company's Class A Common Stock for $50.0 million in a private
     transaction.  As of December 31, 1999,  Comcast  owned  approximately  13.8
     million shares of the Company's Class A Common Stock and  approximately 2.9
     million  shares of the Company's  Common Stock,  representing  39.6% of the
     economic interest and 48.3% of the voting interest in the Company.  Comcast
     has contributed  its shares in the Company to its wholly owned  subsidiary,
     Comcast Cable Communications, Inc. ("Comcast Cable"). The approximately 2.9
     million  shares of Common  Stock owned by Comcast  Cable  represent  shares
     having the right to elect  approximately  75% of the board of  directors of
     the Company. The Company is now a consolidated public company subsidiary of
     Comcast Cable.

     In connection with Comcast's  acquisition of a controlling  interest in the
     Company on April 7, 1999, all of the persons who were executive officers of
     the Company as of that date terminated  their  employment with the Company.
     The Company's board of directors  elected new executive  officers,  each of
     whom also is an officer of  Comcast.  As of July 7, 1999,  all  persons who
     were  employed at the  Company's  former  corporate  offices in  Englewood,
     Colorado had terminated  their  employment with the Company.  The Company's
     corporate  offices  are now located at 1500  Market  Street,  Philadelphia,
     Pennsylvania 19102-2148.

     To  facilitate  an  orderly  change in  control  to  Comcast,  the  Company
     established  retention and  severance  programs for its corporate and field
     office  employees who were to be  terminated  due to the change in control.
     The programs  provide for cash  severance  payments to employees  that have
     been or will be  terminated  due to the change in control.  During the year
     ended  December  31, 1999,  the Company  incurred  expense  relating to the
     severance  of  approximately  350  corporate  and  field  office  employees
     totaling  $39.1  million,  of which  $37.5  million  had been paid and $1.6
     million was  accrued at  December  31,  1999.  Such costs were  included in
     restructuring   charges  in  the   Company's   consolidated   statement  of
     operations.

     In addition to the severance expense described above, during the year ended
     December 31, 1999,  the Company  incurred an  additional  $16.3  million of
     restructuring   costs  related  to  the  change  in  control  including  an
     employment contract  termination,  costs associated with the termination of
     an  information  technology  services  agreement  with a former  affiliated
     entity and lease  termination  costs. Of this total,  $9.5 million had been
     paid and $6.8  million was accrued at December  31,  1999.  Such costs were
     included in restructuring charges in the Company's  consolidated  statement
     of operations.

     In December 1999, the Company  entered into a definitive  merger  agreement
     with Comcast  whereby all of the  Company's  stockholders  will receive 1.4
     shares of  Comcast's  Class A Special  Common  Stock for each  share of the
     Company's  Class A Common  Stock and Common  Stock.  The  transaction  will
     result in the Company being a 100% owned  subsidiary of Comcast.  A special
     meeting of the  stockholders  of the Company is scheduled for March 2, 2000
     to vote on the merger agreement. The Company expects that the merger, which
     is  subject to  shareholder  approval,  will close in the first  quarter of
     2000.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Consolidation
     The consolidated  financial  statements include the accounts of the Company
     and all wholly owned subsidiaries.  All significant  intercompany  accounts
     and transactions among consolidated entities have been eliminated.

                                       24
<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     Management's Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires 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.

     Fair Values
     The estimated fair value amounts  presented in these notes to  consolidated
     financial  statements  have been  determined by the Company using available
     market  information and appropriate  methodologies.  However,  considerable
     judgment is required in  interpreting  market data to develop the estimates
     of  fair  value.  The  estimates   presented  herein  are  not  necessarily
     indicative  of the  amounts  that the  Company  could  realize in a current
     market exchange.  The use of different market assumptions and/or estimation
     methodologies  may have a  material  effect  on the  estimated  fair  value
     amounts.  Such fair  value  estimates  are based on  pertinent  information
     available to management as of December 31, 1999 and 1998, and have not been
     comprehensively  revalued  for  purposes  of these  consolidated  financial
     statements since such dates.

     Cash Equivalents
     Cash  equivalents  consist   principally  of  US  Government   obligations,
     commercial  paper,  repurchase  agreements and certificates of deposit with
     maturities of three months or less when purchased.  The carrying amounts of
     the Company's cash equivalents approximate their fair values.

     Investments
     Investments  in  entities  in which the Company has the ability to exercise
     significant  influence  over the operating  and  financial  policies of the
     investee  are  accounted  for  under  the  equity  method.   Equity  method
     investments  are  recorded at original  cost and adjusted  periodically  to
     recognize the Company's proportionate share of the investees' net income or
     losses  after the date of  investment,  additional  contributions  made and
     dividends received. Unrestricted publicly traded investments are classified
     as  available  for sale and recorded at their fair value,  with  unrealized
     gains or losses  resulting  from changes in fair value between  measurement
     dates  recorded as a component of other  comprehensive  income.  Restricted
     publicly traded investments and investments in privately held companies are
     stated at cost, adjusted for any known diminution in value.

     Property and Equipment
     Property and equipment are stated at cost.  Depreciation is provided by the
     straight-line method over estimated useful lives as follows:

            Buildings and improvements....................  10-30 years
            Operating facilities..........................   5-15 years
            Other equipment...............................    3-5 years

     Improvements  that extend asset lives are  capitalized;  other  repairs and
     maintenance  charges  are  expensed  as  incurred.  The  cost  and  related
     accumulated  depreciation  applicable to assets sold or retired are removed
     from the accounts and the gain or loss on  disposition  is  recognized as a
     component of depreciation expense.

     Capitalized Costs
     The  costs  associated  with the  construction  of cable  transmission  and
     distribution   facilities   and  new  cable   service   installations   are
     capitalized.  Costs  include  all  direct  labor and  materials  as well as
     certain indirect costs.

     Deferred Charges
     Franchise and license  acquisition  costs are amortized on a  straight-line
     basis over their  legal or  estimated  useful  lives of 1 to 14 years.  The
     excess  of cost  over  the  fair  value  of net  assets  acquired  is being
     amortized  on a  straight-line  basis over an  estimated  useful life of 40
     years.

     Valuation of Long-Lived Assets
     The Company  periodically  evaluates the  recoverability  of its long-lived
     assets,  including  property  and  equipment  and deferred  charges,  using
     objective   methodologies  whenever  events  or  changes  in  circumstances
     indicate  that  the  carrying   amounts  may  not  be   recoverable.   Such
     methodologies  include evaluations based on

                                       25

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     the  cash  flows   generated  by  the  underlying   assets,   profitability
     information,  including estimated future operating results, trends or other
     determinants   of  fair  value.   If  the  total  of  the  expected  future
     undiscounted  cash flows is less than the carrying  amount of the asset,  a
     loss is  recognized  for the  difference  between  the fair  value  and the
     carrying value of the asset. The Company incurred a charge of $14.2 million
     in the fourth  quarter of 1997  related to the  write-off  of a  subscriber
     billing  and  management  system  that  was to  have  been  implemented  in
     Company-owned  cable systems.  Such write-off was included in  depreciation
     and amortization expense.

     Revenue Recognition
     Subscriber service fees are recognized as service is provided.  Credit risk
     is managed by disconnecting services to cable customers who are delinquent.

     Stock-Based Compensation
     The Company  accounts for  stock-based  compensation in accordance with APB
     Opinion No. 25,  "Accounting  for Stock Issued to  Employees,"  and related
     interpretations,   as  permitted  by  Statement  of  Financial   Accounting
     Standards  ("SFAS") No. 123,  "Accounting  for  Stock-Based  Compensation".
     Compensation  expense for stock options is measured as the excess,  if any,
     of the quoted market price of the Company's  stock at the date of the grant
     over the amount an employee must pay to acquire the stock (see Note 6).

     Investment Income
     Investment income includes interest income and gains, net of losses, on the
     sales of marketable  securities and long-term  investments.  Gross realized
     gains are recognized using the specific identification method (see Note 4).
     Investment   income  also  includes   impairment   losses   resulting  from
     adjustments  to the  net  realizable  value  of  certain  of the  Company's
     long-term investments.

     Income Taxes
     The Company  recognizes  deferred tax assets and  liabilities for temporary
     differences  between the financial reporting basis and the tax basis of the
     Company's  assets and  liabilities  and expected  benefits of utilizing net
     operating  loss  carryforwards.  The impact on deferred taxes of changes in
     tax rates and laws,  if any,  applied to the years during  which  temporary
     differences are expected to be settled,  are reflected in the  consolidated
     financial statements in the period of enactment.

     Derivative Financial Instruments
     The Company uses derivative financial instruments,  including interest rate
     exchange  agreements  ("Swaps"),  to manage its exposure to fluctuations in
     interest  rates.  Swaps are matched with either fixed or variable rate debt
     and  periodic  cash  payments  are  accrued  on a  settlement  basis  as an
     adjustment  to  interest  expense.   Any  premiums  associated  with  these
     instruments are amortized over their term and realized gains or losses as a
     result of the  termination  of the  instruments  are deferred and amortized
     over the remaining term of the underlying debt. Unrealized gains and losses
     as a result of these  instruments are recognized when the underlying hedged
     item is extinguished or otherwise terminated.

     Those  instruments  that have been  entered  into by the  Company  to hedge
     exposure to interest rate risks are periodically examined by the Company to
     ensure that the instruments are matched with underlying liabilities, reduce
     the Company's  risks relating to interest  rates and,  through market value
     and  sensitivity  analysis,  maintain a high  correlation  to the  interest
     expense  of the hedged  item.  For those  instruments  that do not meet the
     above criteria,  variations in their fair value are  marked-to-market  on a
     current basis in the Company's consolidated statement of operations.

     The Company does not hold or issue any derivative financial instruments for
     trading purposes and is not a party to leveraged  instruments (see Note 5).
     The  credit  risks  associated  with  the  Company's  derivative  financial
     instruments  are  controlled  through the  evaluation and monitoring of the
     creditworthiness of the counterparties. Although the Company may be exposed
     to losses in the event of nonperformance by the counterparties, the Company
     does not expect such losses, if any, to be significant.

     New Accounting Pronouncement
     In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
     Activities."  This  statement  establishes  the  accounting  and  reporting

                                       26

<PAGE>

JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     standards for derivatives and hedging activities. Upon the adoption of SFAS
     No. 133, all  derivatives are required to be recognized in the statement of
     financial  position as either  assets or  liabilities  and measured at fair
     value.  In July  1999,  the FASB  issued  SFAS  No.  137,  "Accounting  for
     Derivative  Instruments and Hedging  Activities - Deferral of the Effective
     Date of FASB  Statement  No. 133 - an amendment of FASB  Statement No. 133"
     deferring the effective date for  implementation  of SFAS No. 133 to fiscal
     years  beginning  after June 15, 2000. The Company is currently  evaluating
     the impact the adoption of SFAS No. 133 will have on its financial position
     and results of operations.

     Loss for Common Stockholders Per Common Share
     Loss for common  stockholders  per common share is computed by dividing net
     loss by the weighted average number of common shares outstanding during the
     period on a basic and diluted basis.

     For the  years  ended  December  31,  1999,  1998 and 1997,  the  Company's
     potential common shares of 16,000 shares, 400,000 shares and 71,000 shares,
     respectively,  have an antidilutive  effect on loss for common stockholders
     per common  share and,  therefore,  have not been used in  determining  the
     total weighted average number of common shares outstanding.

     Distributions from Managed Partnerships
     Distributions  earned by the  Company  as general  partner  of its  managed
     partnerships from cable communications properties sold by such partnerships
     to   unaffiliated   parties  are   recorded  as  revenue   when   received.
     Distributions  earned by the  Company  as general  partner  of its  managed
     partnerships from cable communications properties sold by such partnerships
     to the  Company  are  treated  as a  reduction  of the basis in the  assets
     acquired.  Distributions  earned by the  Company as general  partner of its
     managed  partnerships  from cable  communications  properties  sold by such
     partnerships  to  entities in which the  Company  has a  continuing  equity
     interest are treated as a reduction in the basis of the  investment  in the
     cable communications system.

     Treasury Stock
     Shares held in treasury have been retired and  classified as authorized but
     unissued shares in accordance with the Colorado Business Corporation Act.

     Reclassifications
     Certain  reclassifications  have been made to the prior years' consolidated
     financial statements to conform to those classifications used in 1999.


                                       27

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

3.   ACQUISITIONS, EXCHANGES AND SALES

     Acquisitions of Cable Communications Systems
     During the years  ended  December  31,  1999,  1998 and 1997,  the  Company
     acquired  cable  communications  systems as  summarized  below.  All of the
     acquisitions were acquired from affiliates of the Company (see Note 4) with
     the exception of the  Hinesville,  Georgia and North Prince Georges County,
     Maryland  acquisitions.  The  acquisitions  were  accounted  for  under the
     purchase  method of  accounting.  As such,  the  operating  results  of the
     acquired systems have been included in the Company's consolidated statement
     of operations from the dates of acquisition.  In general,  the acquisitions
     were funded with borrowings under the Company's existing credit facilities.

<TABLE>
<CAPTION>
                                                                   Month               Purchase
                                                                  Acquired              Price
                                                               ---------------      ---------------
                                                                                     (in millions)
<S>                                                              <C>                       <C>
          1999
          Calvert County, Maryland.......................           July                  $39.5
          Littlerock, California.........................         January                  10.7

          1998
          Palmdale, California...........................         December               $138.2
          Hinesville, Georgia............................         December                 48.0
          Socorro and Grants, New Mexico.................         December                 10.1
          Albuquerque, New Mexico........................           June                  223.0

          1997
          Independence, Missouri.........................          August                $171.2
          Manitowoc, Wisconsin...........................           June                   16.1
          North Prince Georges County, Maryland..........         January                 231.4
</TABLE>

     Exchanges of Cable Communications Systems
     In May 1999,  the Company  entered into an  agreement  to exchange  certain
     cable  communications  systems with Adelphia  Communications  ("Adelphia").
     Under  the  terms  of  the  agreement,   the  Company  will  receive  cable
     communications   systems  serving   approximately  103,000  subscribers  in
     Michigan  from   Adelphia.   In  exchange,   Adelphia  will  receive  cable
     communications systems in California currently owned by the Company serving
     approximately  108,000  subscribers.  All of the  systems  involved  in the
     systems exchanges will be valued based upon independent appraisals with any
     difference  in relative  value to be funded with cash or  additional  cable
     communications  systems.  The  transaction is subject to customary  closing
     conditions and  regulatory  approvals and is expected to close in the third
     quarter of 2000.

     In April 1997, the Company, through a wholly owned subsidiary, acquired the
     cable communications system serving areas in and around Annapolis, Maryland
     and received cash of $2.5 million,  from an unaffiliated party, in exchange
     for the cable communications systems serving areas in and around Evergreen,
     Idaho Springs and portions of Jefferson County,  Colorado. This transaction
     was accounted for as a non-monetary  exchange of similar productive assets.
     The  Annapolis  system was  recorded at the  historical  cost of the assets
     exchanged, net of cash received.

     Sales of Cable Communications Systems
     In October 1997, the Company sold the cable  communications  system serving
     areas in and  around  Walnut  Valley,  California  for $32.5  million to an
     unaffiliated party and recognized a pre-tax gain of $20.8 million. Proceeds
     from the sale  were  used to  reduce  outstanding  indebtedness  under  the
     Company's credit  facilities.  Such gain is included in other income in the
     Company's consolidated statement of operations.

                                       28

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

4.   INVESTMENTS

     Knowledge TV, Inc.
     In November  1999,  the Company sold its 32% interest in Knowledge TV, Inc.
     ("Knowledge  TV")  to  its  former  affiliate  Jones  International,   Ltd.
     ("International")  (see Note 7) for $6.2  million and  recognized a pre-tax
     gain of $1.0  million.  Such gain is included in  investment  income in the
     Company's consolidated statement of operations.

     At Home Warrants
     In June 1998, the Company  entered into a six year  Distribution  Agreement
     with At Home Corporation ("@Home"),  which provides for the distribution of
     high speed Internet services in the Company's cable communications systems.
     Deployment  began in December  1998. In conjunction  with the  Distribution
     Agreement,  the Company and @Home entered into a Warrant Purchase Agreement
     providing for the Company's purchase of up to a maximum of 4,092,200 shares
     of @Home  Series A Common Stock at $5.25 per share (as adjusted for @Home's
     2-for-1 stock split in June 1999).  The warrants become  exercisable  after
     March 31 each  year,  beginning  in 1999,  as the  Company  launches  @Home
     services  in its  cable  communications  systems.  As of  March  31,  1999,
     warrants to purchase  584,172  shares of @Home  Series A Common  Stock were
     exercisable.   No  additional   warrants   became   exercisable   in  1999.
     Accordingly,  the Company recorded an investment in @Home warrants of $44.2
     million and deferred  revenue of an equal amount.  During 1999, the Company
     recognized  $6.3  million as a  reduction  of  operating  expenses.  Due to
     restrictions on the stock underlying the warrants, the Company's investment
     is not adjusted to fair value.  As of December 31, 1999,  the fair value of
     the investment was $23.3 million.

     Cable & Wireless Communications plc
     In April 1997,  the Company  tendered all of its shares of Bell  Cablemedia
     plc to  Cable  &  Wireless  Communications  plc  ("CWC")  in  exchange  for
     approximately  25.0 million  shares of CWC.  During April and May 1997, the
     Company sold all of its shares of CWC for $109.3  million and  recognized a
     pre-tax gain of $44.6 million.  Such gain is included in investment  income
     in the Company's  consolidated  statement of operations.  Proceeds from the
     sale were  used to  reduce  outstanding  indebtedness  under the  Company's
     credit facilities.

     Managed Partnerships
     The Company is general partner for 13 Colorado limited  partnerships formed
     to acquire,  construct,  develop and operate cable communications  systems.
     Partnership  capital  was  raised  principally  through  a series of public
     offerings of limited  partnership  interests.  The Company generally made a
     capital  contribution of $1,000 to each  partnership and is allocated 1% of
     all  partnership  profits and losses.  The Company also  purchased  limited
     partner interests in certain of the partnerships and generally participates
     with respect to such interests on the same basis as other limited partners.

     The sales of all remaining  partnership-owned  cable communications systems
     were  completed  in July 1999 and the  Company  is in the  final  stages of
     liquidating  its  managed  partnerships.  The  Company  is a  defendant  in
     litigation filed by limited partners of certain of its managed partnerships
     challenging  the  terms  of  certain  sales  of   partnership-owned   cable
     communications  systems to the Company  and/or its  subsidiaries  (see Note
     10). The managed partnerships that are involved in this litigation will not
     be dissolved until such litigation is finally resolved and terminated.

     As general  partner,  the  Company  manages the  managed  partnerships  and
     received a fee for its services generally equal to 5% of the gross revenues
     of the  managed  partnerships,  excluding  proceeds  from the sale of cable
     communications  systems or  franchises.  Upon the completion of the sale of
     the remaining cable communications  systems owned by managed  partnerships,
     in July 1999, management fees ceased to be a source of revenue.

     For  the  managed  partnerships  formed  by the  Company,  any  partnership
     distributions made from cash flow, as defined,  are generally allocated 99%
     to the limited partners and 1% to the general partner.  The general partner
     is also entitled to  partnership  distributions  other than from cash flow,
     such as from the sale or  refinancing  of cable  communications  systems or
     upon  dissolution  of the  partnership,  generally  equal to 25% of the net
     remaining  assets of the  partnership  after  payment of the  partnership's
     debts and after  investors  have received an amount

                                       29

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     equal to their  original  capital  contributions  plus,  in many  cases,  a
     preferential  return on their investments.  Upon the completion of the sale
     of the remaining cable communications systems owned by managed partnerships
     in July 1999, such distributions ceased to be a source of revenue.

     The Company received distributions from managed partnerships totaling $64.7
     million and $4.6  million for the years ended  December  31, 1998 and 1997,
     respectively.  Distributions  totaling $32.1 million  received  during 1998
     were recorded as  reductions  in the Company's  cost basis of cable systems
     acquired from managed partnerships.  The $4.6 million distribution received
     during 1997 was recorded as a reduction in the Company's  cost basis in the
     assets of the Manitowoc, Wisconsin system.

     The  Company's  managed  limited  partnerships  reimburse  the  Company for
     certain  allocated  overhead and  administrative  expenses.  These expenses
     generally  consist of  salaries  and  related  benefits  paid to  corporate
     personnel.  The Company provides  engineering,  marketing,  administrative,
     accounting,  information  management,  legal,  investor relations and other
     services to the partnerships.  Amounts charged to managed  partnerships and
     other affiliated  companies have directly offset the Company's  general and
     administrative  expenses by $1.6  million,  $15.2 million and $21.1 million
     for the years ended December 31, 1999, 1998 and 1997, respectively.

     The  Company  has made  advances  to  certain of the  managed  partnerships
     primarily  to  accommodate  expansion  and  other  financing  needs  of the
     partnerships.  Such  advances bear interest at rates equal to the Company's
     weighted  average cost of borrowing  which, for the year ended December 31,
     1999 was 7.18%.  Interest charged to the limited partnerships for the years
     ended December 31, 1999, 1998 and 1997 was $615,000, $212,000 and $363,000,
     respectively.

     Certain condensed financial information regarding managed partnerships,  on
     a combined basis, is as follows:

<TABLE>
<CAPTION>
                                                                             December 31,
                                                                         1999             1998
                                                                     -------------     -----------
                                                                        (Dollars in thousands)
<S>                                                                       <C>            <C>
     Total assets..................................................       $42,687        $250,211
     Debt..........................................................                       172,126
     Amounts due general partner...................................        12,616           5,568
     Partners' capital  (net of accumulated deficit)...............        21,082          72,426
</TABLE>

<TABLE>
<CAPTION>
                                                                          For the year ended December 31,
                                                                         1999             1998          1997
                                                                     -------------     -----------    ----------
<S>                                                                       <C>            <C>           <C>
     Revenues......................................................       $21,412        $244,357      $343,655
     Depreciation and amortization.................................         7,037          70,532       106,130
     Operating (loss) income.......................................        (2,873)          4,447         7,261
     Net income....................................................       245,063         666,897       190,227
</TABLE>

     The amount reported as combined net income for all managed partnerships for
     the years ended  December 31, 1999,  1998 and 1997 included  gains on sales
     and liquidations  recognized by certain  partnerships  which totaled $253.6
     million, $689.5 million and $228.9 million, respectively.

                                       30

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

5.   LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                                  1999                1998
                                                                               ------------        ------------
                                                                                   (Dollars in thousands)
<S>                                                                               <C>                 <C>
          JCH Revolving Credit Facility.....................................      $388,000            $340,000
          JCH II Credit Facility ...........................................       534,000             370,000
          Senior Notes due April 15, 2008, interest payable
            semi-annually at 7 5/8%.........................................       196,787             196,533
          Senior Notes due April 1, 2007, interest payable
            semi-annually at 8 7/8%.........................................       248,873             248,766
          Senior Notes due March 15, 2002, interest payable
            semi-annually at 9 5/8%.........................................       200,000             200,000
          Senior Subordinated Debentures due March 1, 2008, interest payable
            semi-annually at 10.5%, redeemable at the Company's option on or
            after March 1, 2000 at 105.25% of par, declining to par by
            March 1, 2005...................................................       100,000             100,000
          Other debt due in installments through 2002.......................         7,516               7,408
                                                                               -----------         -----------
                                                                                 1,675,176           1,462,707
          Less current portion..............................................         2,460               2,237
                                                                               -----------         -----------
                                                                                $1,672,716          $1,460,470
                                                                               ===========         ===========
</TABLE>

     Maturities of long-term  debt  outstanding  as of December 31, 1999 for the
     four years after 2000 are as follows (dollars in thousands):

             2001..........................................   $93,056
             2002..........................................   404,000
             2003..........................................   240,000
             2004..........................................   240,000

     Credit Facilities
     The Company,  through Jones Cable Holdings,  Inc.  ("JCH"),  a wholly owned
     subsidiary,  has a $600.0 million reducing revolving credit facility with a
     group of commercial banks (the "JCH Credit  Facility").  As of December 31,
     1999,  the  total  amount   available  was  $551.1  million.   Interest  on
     outstanding  obligations range from Base Rate (which generally approximates
     the prime rate) or London  Interbank  Offered Rate  ("LIBOR")  plus 1/2% to
     LIBOR  plus 1%  based  on  certain  financial  covenants.  In  addition,  a
     commitment fee of 3/16% to 3/8% on the unused  commitment is also required.
     The effective interest rate on amounts outstanding at December 31, 1999 was
     6.83%.

     The Company,  through  Jones Cable  Holdings II, Inc.  ("JCH II"), a wholly
     owned  subsidiary,  has an additional $600.0 million credit facility with a
     group of commercial banks. The credit facility consists of a $300.0 million
     reducing   revolving  credit  facility  and  a  $300.0  million  term  loan
     (together,  the "JCH II Credit  Facility").  The reducing  revolving credit
     facility  allows for borrowing  through the final maturity date of December
     31, 2005. The maximum amount available  reduces  quarterly  beginning March
     31, 2000 through the final  maturity  date of December  31, 2005.  The term
     loan is payable in semi-annual installments commencing June 30, 2001 with a
     final maturity date of December 31, 2005. The total amount  available as of
     December  31,  1999 was $599.5  million.  Interest  on amounts  outstanding
     varies from the Base Rate (which generally  approximates the prime rate) to
     Base Rate plus 1/4% or LIBOR  plus  1/2% to 1 1/4%,  depending  on  certain
     financial  covenants.  A  commitment  fee of 1/8% to 3/8%  per  year on the
     unused commitment is also required.  The effective interest rate on amounts
     outstanding at December 31, 1999 was 6.57%.

                                       31

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     Senior Notes
     In April 1998,  the Company sold $200.0 million  principal  amount of its 7
     5/8% Senior  Notes.  Interest is payable on April 15 and October 15 of each
     year.  The notes mature on April 15, 2008 and are not  redeemable  prior to
     maturity.

     In March 1997,  the Company sold $250.0 million  principal  amount of its 8
     7/8%  Senior  Notes.  Interest  is payable on April 1 and October 1 of each
     year.  The notes  mature on April 1,  2007 and are  redeemable  on or after
     April 1, 2004 at the option of the Company.

     Extraordinary Item
     In July 1997, the Company  redeemed its $160.0  million 11.5%  Subordinated
     Debentures  due 2004 at 106.75% of par value,  plus accrued  interest.  The
     Company  recognized  an  extraordinary  loss,  net of tax, of $13.5 million
     related to this redemption.

     Debt Covenants
     The Company's  subsidiaries' loan agreements contain restrictive  covenants
     which limit the  subsidiaries'  ability to enter into  arrangements for the
     acquisition  of  property  and  equipment,  investments,  mergers  and  the
     incurrence of additional debt. These agreements require that certain ratios
     and cash flow levels be  maintained  and contain  certain  restrictions  on
     dividend payments and advances of funds to the Company. The Company and its
     subsidiaries  were in compliance  with such  restrictive  covenants for all
     periods presented.  In addition,  the stock of certain subsidiary companies
     is pledged as collateral for the notes payable to banks.

     Interest Rate Risk Management
     The Company  has entered  into  various  Swaps in order to manage  interest
     costs on its  outstanding  debt. The Company has entered into such Swaps in
     order to fix the interest  rate for the duration of the contract as a hedge
     against  volatility in interest rates.  Any amounts paid or received due to
     the Swaps are recorded as an adjustment to interest expense. As of December
     31,  1999,  the  Company  had entered  into Swaps with  notional  principal
     totaling  $300.0 million that fixed the interest rate in a range of 5.3% to
     6.5% and mature  between July 2000 and January  2003.  The  estimated  fair
     value  approximates the proceeds  (costs) to settle the Swaps.  While Swaps
     represent  an  integral  part  of the  Company's  interest  rate  and  risk
     management  program,  their incremental  effect on interest expense for the
     years ended December 31, 1999, 1998 and 1997 was not significant.

     Estimated Fair Value
     The Company's  long-term  debt had estimated  fair values of $1.691 billion
     and $1.518  billion as of  December  31, 1999 and 1998,  respectively.  The
     estimated fair value of the Company's  publicly traded debt is based on the
     quoted  market  prices for that  debt.  Interest  rates that are  currently
     available  to the  Company  for  issuance  of debt with  similar  terms and
     remaining  maturities  are used to estimate  fair value for debt issues for
     which quoted market prices are not available.

6.   STOCKHOLDERS' EQUITY (DEFICIENCY)

     In general, with respect to the election of directors, the holders of Class
     A Common  Stock,  voting as a separate  class,  are  entitled to elect that
     number of directors which  constitutes  25% of the total  membership of the
     board of directors.  Holders of Common Stock,  voting as a separate  class,
     are entitled to elect the  remaining  directors.  In all other  matters not
     requiring  a class  vote,  the  holders of Common  Stock and the holders of
     Class A Common Stock vote as a single class  provided that holders of Class
     A Common Stock have one-tenth of a vote for each share held and the holders
     of Common Stock have one vote for each share held.

     The Class A Common  Stock has certain  preferential  rights with respect to
     cash  dividends and upon  liquidation  of the Company.  In the case of cash
     dividends,  the holders of the Class A Common  Stock will be paid  one-half
     cent per share per quarter in addition to any amount  payable per share for
     each share of Common  Stock.  In the event of  liquidation,  holders of the
     Class A Common Stock are entitled to a  preference  of $1 per share.  After
     such amount is paid, holders of the Common Stock are entitled to receive $1
     per share for each share of Common Stock outstanding.  Any remaining amount
     would be  distributed  to the  holders of the Class A Common  Stock and the
     Common Stock on a pro rata basis.

                                       32

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     The Company has a stock option plan,  the 1992 Stock Option Plan (the "1992
     Plan").  In  accordance  with SFAS 123, the fair value of each option grant
     has  been  estimated  as of the  date  of  grant  using  the  Black-Scholes
     option-pricing  model with the following  weighted-average  assumptions for
     the year  ended  December  31,  1997:  risk-free  interest  rate of  5.68%;
     expected  dividend  yield of 0%;  expected  option  lives  of 7 years;  and
     expected  volatility of 45%. There were no stock options granted during the
     years ended December 31, 1999 and 1998. As discussed  below, the vesting of
     all options was accelerated to September 1998.  Accordingly,  the remaining
     expense related to the options issued in 1997 and prior was included in the
     pro forma net loss for 1998.  Had  compensation  expense for this plan been
     determined  consistent  with SFAS 123, the  Company's net loss and net loss
     per share would have changed to the following pro forma amounts:

<TABLE>
<CAPTION>
                                                           For the Year Ended December 31,
                                                         1999           1998            1997
                                                      -----------     ----------      ----------
                                                               (Dollars in thousands)
<S>                               <C>                 <C>             <C>             <C>
     Net loss:                      As Reported        ($248,304)      ($80,418)       ($51,948)
                                      Pro Forma        ($248,304)      ($83,908)       ($53,820)

     Basic and diluted loss
       for common
       stockholders per
       common share                 As Reported           ($5.93)        ($1.96)         ($1.50)
                                      Pro Forma           ($5.93)        ($2.05)         ($1.57)
</TABLE>

     The pro forma effect on net loss and net loss for common  stockholders  per
     common  share for the  years  ended  December  31,  1999,  1998 and 1997 by
     applying SFAS 123 may not be indicative of the pro forma effect on net loss
     in future years since SFAS 123 does not take into  consideration  pro forma
     compensation expense related to awards made prior to January 1, 1995.

     The 1992 Plan was approved by the  Company's  shareholders  in August 1992.
     Under  the  terms of the 1992  Plan,  as  amended  in 1997,  a  maximum  of
     2,583,455 shares of Class A Common Stock and 200,000 shares of Common Stock
     are  available for grant.  All employees of the Company,  its parent or any
     participating  subsidiary,  including directors of the Company who are also
     employees,  are eligible to participate in the 1992 Plan. Options generally
     become exercisable in equal installments over a four-year period commencing
     on the first anniversary of the date of grant. In August 1998, the board of
     directors,  in conjunction  with the  anticipated  change in control of the
     Company to Comcast and consistent with the terms of the 1992 Plan, voted to
     accelerate  the  vesting  of all  options  granted  under  the 1992 Plan to
     September  1998. The options  expire,  to the extent not exercised,  on the
     tenth  anniversary of the date of grant,  or upon the  recipient's  earlier
     termination of employment with the Company.  Options may be incentive stock
     options or non-qualified stock options.  The exercise price may not be less
     than 100% of the fair market value for incentive stock options,  but may be
     less than fair market value for non-qualified  options.  Stock appreciation
     rights may be granted in tandem with the grant of stock options.  The board
     of directors may, in its discretion,  establish provisions for the exercise
     of options  different  from those  described  above.  In 1998 and 1997, the
     Company  recognized  $217,000  and  $261,000,   respectively,  of  non-cash
     compensation  expense  related to stock  options  granted in November  1993
     under the 1992 Plan.

                                       33

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     Information concerning Class A Common Stock options is as follows:

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                     ----------------------------------------------------------------------------------
                                               1999                        1998                         1997
                                     -------------------------   --------------------------  --------------------------
                                                    Weighted                      Weighted                    Weighted
                                                    Average                       Average                     Average
                                                    Exercise                      Exercise                    Exercise
                                        Options     Price            Options      Price         Options       Price
                                     -------------  ----------   ------------    --------    ------------    ---------
<S>                                       <C>        <C>            <C>           <C>           <C>           <C>
     Outstanding at
         beginning of year........        801,541    $11.99         1,449,848     $12.08        1,329,162     $12.19
     Granted......................                                                                365,433       9.27
     Exercised....................       (780,316)    12.00          (602,881)     12.30          (89,700)      6.34
     Canceled.....................                                    (45,426)     10.79         (155,047)     11.88
                                     ------------                ------------                ------------

     Outstanding at end of year...         21,225    $11.39           801,541     $11.99        1,449,848     $12.08
                                     ============                ============                ============

     Exercisable at end of year...         21,225                     801,541                     820,290

     Range of exercise prices.....   $9.25-$13.81                $9.00-$13.81                $9.25-$13.81

     Weighted-average fair
         value of options granted
         during the year..........                                                                  $5.26
</TABLE>

7.   RELATED PARTY TRANSACTIONS

     Management Agreement
     Effective  April 7, 1999, the Company and Comcast entered into a management
     agreement  pursuant to which Comcast  manages the operations of the Company
     and its subsidiaries,  subject to such direction and control of the Company
     as the Company may reasonably determine from time to time. The terms of the
     management  agreement  were  approved  by the  independent  members  of the
     Company's Board of Directors.  The management  agreement generally provides
     that Comcast will  supervise the management and operations of the Company's
     cable  systems  and  arrange  for  and  supervise  certain   administrative
     functions.  As  compensation  for such  services the  management  agreement
     provides  for  Comcast  to charge  management  fees of 4.5% of gross  cable
     communications  revenues (as defined).  During the year ended  December 31,
     1999, Comcast charged the Company management fees of $18.1 million.

     On behalf of the Company,  Comcast seeks and secures long-term  programming
     contracts that generally  provide for payment based on either a monthly fee
     per subscriber per channel or a percentage of certain subscriber  revenues.
     Amounts charged to the Company by Comcast for programming (the "Programming
     Charges") are in an amount equal to the sum of (i) the actual cost incurred
     by  Comcast  plus (ii)  one-half  of the  difference  between  the cost the
     Company  would pay in an  arms-length  transaction  if the  Company  were a
     stand-alone   multiple  cable   communications   systems  operator  with  a
     subscriber  base  equal to that of the  Company's  cable  systems,  and the
     actual cost incurred by Comcast.  The  Programming  Charges are included in
     operating expenses in the Company's  consolidated  statement of operations.
     The Company purchases  certain other services,  including  insurance,  from
     Comcast under  cost-sharing  arrangements  on terms that reflect  Comcast's
     actual  cost.  The  Company  reimburses  Comcast  for  certain  other costs
     (primarily salaries) under  cost-reimbursement  arrangements.  Under all of
     these arrangements,  the Company incurred total expenses of $112.8 million,
     including  $110.1  million of  Programming  Charges,  during the year ended
     December 31, 1999.

     The management agreement also provides that Comcast will not enter into any
     agreements or  transactions or obtain any services on behalf of the Company
     or its cable systems with or from any affiliate of Comcast other

                                       34

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     than those  specifically  provided for in the management  agreement without
     the  prior  written  consent  of the  Company,  except  for  agreements  or
     transactions  on terms that are no less favorable to the Company than those
     that might be  obtained  at the time from a person or entity that is not an
     affiliate of Comcast in an arms-length transaction. Further, the management
     agreement  provides that without the prior written  consent of the Company,
     Comcast  will not change the  independent  auditor of the Company or change
     Comcast's  independent  auditor  such that Comcast and the Company have the
     same independent auditor.

     The  Company  will have the right to  terminate  the  management  agreement
     effective  as of April 7, 2004 by  written  notice to Comcast no later than
     January 7, 2004, and if no such notice is given,  the management  agreement
     shall automatically terminate on April 7, 2009.

     Due to  affiliates in the Company's  consolidated  balance sheet  primarily
     consists  of  amounts  due  to  Comcast  and  its   affiliates   under  the
     cost-sharing  arrangements  described  above and amounts payable to Comcast
     and its  affiliates  as  reimbursement  for payments  made, in the ordinary
     course of business, by such affiliates on behalf of the Company.

     E! Entertainment Television, Inc.
     E! Entertainment  Television,  Inc. ("E! Entertainment") is an affiliate of
     Comcast that provides cable television  programming.  During the year ended
     December 31, 1999, the Company made payments to E!  Entertainment  totaling
     $0.6  million  for  programming  provided  to  cable  systems  owned by the
     Company.

     QVC, Inc.
     Comcast, on behalf of the Company,  has an affiliation  agreement with QVC,
     Inc. ("QVC"),  an electronic  retailer and a majority-owned  and controlled
     subsidiary of Comcast, to carry its programming. In return for carrying QVC
     programming,  the Company receives an allocated portion,  based upon market
     share,  of a percentage of net sales of  merchandise  sold to QVC customers
     located in the  Company's  service  area.  For the year ended  December 31,
     1999, the Company's  subscriber  service fees revenue includes $1.2 million
     relating to QVC.

     Transactions with International and BTH
     The Company and the managed  partnerships  for which the Company is general
     partner (see Note 4) had certain  transactions  with  International and its
     subsidiaries through April 7, 1999. Principal transactions were as follows:

     In April 1999, the Company paid Glenn R. Jones,  the former Chief Executive
     Officer of the Company, and International $25.0 million to relinquish their
     rights  to  place  new   programming   channels  on  the  Company's   cable
     communications  systems. Such payment is being amortized over the period of
     approximately  10 1/2 years,  which is consistent with the term under which
     such programming could have been launched under the original agreement.  In
     addition,  the  Company  paid Mr.  Jones  $8.0  million  in  April  1999 to
     terminate Mr. Jones' employment contract with the Company (see Note 1).

     Jones  Interactive,  Inc.,  a wholly  owned  subsidiary  of  International,
     provided information  management and data processing services for operating
     companies  affiliated with International.  Charges to the various operating
     companies  are  based on usage of  computer  time by each  entity.  Amounts
     charged to the  Company and its  managed  partnerships  for the period from
     January 1, 1999 through April 7, 1999 and for the years ended  December 31,
     1998 and  1997  totaled  $1.2  million,  $6.1  million  and  $5.5  million,
     respectively.

     The  Company  was party to a lease with Jones  Properties,  Inc.,  a wholly
     owned  subsidiary  of  International,  under which the Company had leased a
     101,500  square foot  office  building in  Englewood,  Colorado.  The lease
     agreement was  terminated in July 1999 (see Note 1). The Company  subleased
     approximately 44% of the building to International  and certain  affiliates
     of  International  on the same terms and conditions as the above  described
     lease.  Rent  payments  to  Jones  Properties,   Inc.,  net  of  subleasing
     reimbursements,  for the period  from  January 1, 1999 to April 7, 1999 and
     for the years  ended  December  31, 1998 and 1997 were $0.5  million,  $1.4
     million and $1.3 million, respectively.

                                       35

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     The Company entered into a Secondment  Agreement with BCI Telecom  Holding,
     Inc. ("BTH") in December 1994.  Pursuant to the Secondment  Agreement,  BTH
     provided secondees who worked for the Company and its managed partnerships.
     The  Company   reimbursed  BTH  for  the  full  employment  costs  of  such
     individuals. The Company reimbursed BTH $0.2 million, $0.7 million and $1.2
     million during the period from January 1, 1999 to April 7, 1999 and for the
     years ended December 31, 1998 and 1997, respectively.

     The Company paid approximately 84%, 63% and 47% of the above-described data
     processing,  rental and secondment  expenses during the period from January
     1, 1999 to April 7, 1999,  and for the years  ended  December  31, 1998 and
     1997,  respectively.  The remainder of the expenses  were  allocated to and
     paid by the managed partnerships (see Note 4).

     The Company received satellite  programming from Knowledge TV (see Note 4).
     Payments  made to Knowledge TV for  programming  provided to the  Company's
     owned cable  communications  systems  for the period  from  January 1, 1999
     through  April 7, 1999 and for the years ended  December  31, 1998 and 1997
     totaled   approximately  $0.2  million,  $0.6  million  and  $0.4  million,
     respectively.

     The Company received  satellite  programming  from Jones Computer  Network,
     Ltd., an affiliate of International,  through April 1997.  Payments made to
     Jones  Computer  Network,  Ltd. for  programming  provided to the Company's
     owned cable  communications  systems for the year ended  December  31, 1997
     totaled approximately $0.2 million.

     The Company received  satellite  programming  from Great American  Country,
     Inc.,  an  affiliate  of  International.  Payments  made to Great  American
     Country,  Inc.  for  programming  provided  to the  Company's  owned  cable
     communications systems for the period from January 1, 1999 through April 7,
     1999  and  for  the  years  ended   December  31,  1998  and  1997  totaled
     approximately $0.2 million, $0.5 million and $0.3 million, respectively.

     The Company received satellite programming from Superaudio, an affiliate of
     Galactic  Radio.  The  Company  sold  Galactic  Radio  to an  affiliate  of
     International in June 1996. Payments made to Galactic Radio for programming
     provided to the Company's owned cable communications systems for the period
     from January 1, 1999 through April 7, 1999 and for the years ended December
     31, 1998 and 1997 totaled approximately $0.1 million, $0.3 million and $0.2
     million, respectively.

     The  Product  Information  Network  Venture  ("PIN")  is  an  affiliate  of
     International  that  provides a  satellite  programming  service.  PIN airs
     product  infomercials  24 hours a day,  seven days a week. A portion of the
     revenues generated by PIN are paid to the cable communications systems that
     carry PIN's programming.  Most of the Company's owned cable  communications
     systems carry PIN for all or part of each day.  Aggregate payments received
     by  the  Company   from  PIN   relating  to  the   Company's   owned  cable
     communications systems totaled approximately $0.5 million, $1.0 million and
     $0.7 million for the period from January 1, 1999 through  April 7, 1999 and
     for the years ended December 31, 1998 and 1997, respectively.

     Effective  upon the closing of BTH's  investment in the Company in December
     1994,  the Company  entered into a Supply and Services  Agreement with BTH.
     Pursuant to the Supply and  Services  Agreement,  BTH  provided the Company
     with access to the expert advice of personnel  from BTH and its  affiliates
     for the equivalent of three man-years on an annual basis.  The Company paid
     an annual fee of $2.0  million  to BTH  during  the term of the  agreement.
     Payments to BTH under the Supply and Services  Agreement  during the period
     from January 1, 1999 through April 7, 1999 and the years ended December 31,
     1998 and  1997  totaled  $0.5  million,  $2.0  million  and  $2.0  million,
     respectively.

     Jones  Financial  Group.  Ltd., a subsidiary  of  International,  performed
     services  for the  Company  as its agent in  connection  with  negotiations
     regarding various financial  arrangements of the Company.  The Company paid
     fees  totaling  $0.8  million  in  1998  relating  to the  purchase  of the
     Hinesville,  Georgia system. The Company paid fees totaling $3.5 million in
     1997  related  to the  acquisition  of the  North  Prince  Georges  County,
     Maryland system, the acquisition of the Annapolis,  Maryland system and the
     sale of the Walnut Valley, California system.

                                       36

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

8.   INCOME TAXES

     Deferred tax assets and liabilities are recognized for the estimated future
     tax  consequences   attributable  to  differences   between  the  financial
     statement  carrying  amounts of existing  assets and  liabilities and their
     respective  tax bases.  Deferred  tax assets and  liabilities  are measured
     using  enacted  tax rates in effect for the year in which  those  temporary
     differences  are expected to be recovered or settled.  Deferred tax expense
     or benefit is the result of changes in the liability or asset  recorded for
     deferred tax purposes.

     During 1999, 1998 and 1997, changes in the Company's temporary  differences
     and losses from operations,  which result  primarily from  depreciation and
     amortization, resulted in deferred tax benefits which were offset, in part,
     by a valuation allowance. A deferred income tax benefit of $3.3 million was
     recognized  for the year ended  December 31,  1997.  No current or deferred
     federal  income  tax  expense  or  benefit  was  recorded  from  continuing
     operations during the year ended December 31, 1999 and 1998.

     The effective  income tax expense of the Company differs from the statutory
     amount because of the effect of the following:

<TABLE>
<CAPTION>
                                                                                 Year Ended December 31,
                                                                             1999         1998         1997
                                                                           ----------   ----------   ----------
                                                                                 (Dollars in thousands)
<S>                                                                         <C>          <C>          <C>
     Federal tax benefit at statutory rate.............................     ($86,906)    ($28,146)    ($13,471)
     State and local taxes, net of federal income
        tax benefit....................................................       (3,396)      (2,614)      (1,688)
     Dividends excluded for income tax purposes........................                      (138)        (102)
     Stock option exercises deductible for tax purposes................      (11,333)
     Amortization not deductible for tax purposes......................          512          942          876
     Adjustment to book/tax difference of intangible assets............                    25,836
     Other.............................................................          115          157          116
                                                                           ---------    ---------    ---------

     Total income tax benefit from operations..........................     (101,008)      (3,963)     (14,269)
     Tax effect of extraordinary operations............................                                 (4,711)
     Valuation allowance...............................................      101,008        3,963       15,705
                                                                           ---------    ---------    ---------

     Total income tax benefit..........................................    $            $              ($3,275)
                                                                           =========    =========    =========
</TABLE>

     The tax  effect of  temporary  differences  that  give rise to  significant
     portions  of the  deferred  tax  assets and  deferred  tax  liabilities  at
     December 31, 1999 and 1998 are presented below:
<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                            1999         1998
                                                                                         -----------   ---------
                                                                                       (Dollars in thousands)
<S>                                                                                       <C>         <C>
     Deferred Tax Assets
        Net operating loss carryforwards.............................................      $183,160     $96,522
        Investment tax credit carryforwards..........................................           461       1,013
        Alternative minimum tax credit carryforwards.................................         2,517       1,116
        Investment in affiliates and partnerships....................................        31,574      11,464
        Future deductible amounts associated with other assets and liabilities.......         6,237       5,027
                                                                                          ---------    --------

     Total gross deferred tax assets.................................................       223,949     115,142

     Valuation allowance on deferred tax assets......................................      (189,444)    (88,436)

     Deferred Tax Liabilities
        Property and equipment, due to differences in depreciation
          methods for financial statement and tax purposes...........................       (27,368)    (19,569)
                                                                                          ---------    --------

     Net deferred tax asset..........................................................        $7,137      $7,137
                                                                                          =========    ========
</TABLE>

                                       37

<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)

     At December  31, 1999,  the Company has net  operating  loss  carryforwards
     ("NOLs") for income tax purposes  aggregating  approximately $257.0 million
     for alternative minimum tax and $478.9 million for regular tax which expire
     $21.3 million in 2005,  $25.5 million in 2007, $40.8 million in 2008, $30.2
     million in 2009,  $15.0  million  in 2010,  $12.6  million  in 2011,  $25.5
     million  in 2012,  $1.1  million in 2013 and  $306.9  million in 2014.  The
     Company also had investment tax credit carryforwards of $3.0 million.

     Transactions by Company  shareholders  occurred during 1999, which resulted
     in  greater  than a 50% change of the  ownership  interest  of the  Company
     shares.  Tax statutes limit the  utilization of existing tax NOLs when this
     occurs to a specified amount each year plus the amount of existing built-in
     gain in corporate assets at the ownership change.  Management believes that
     the  application of the limitation  will not likely cause taxable income to
     occur in a future period due to unavailability of limited NOLs.

     Management  has  established  a valuation  allowance  for all net operating
     losses and for all  investment  tax  credits  and  alternative  minimum tax
     credit carryforwards.

9.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The  Company  made cash  payments  for  interest of $116.0  million,  $90.0
     million and $86.5 million  during the years ended  December 31, 1999,  1998
     and 1997, respectively.

10.  COMMITMENTS AND CONTINGENCIES

     Minimum  annual rental  commitments  for office space and  equipment  under
     noncancelable  operating  leases as of  December  31,  1999 are as  follows
     (dollars in thousands):

           2000...............................................    $4,147
           2001...............................................     3,570
           2002...............................................     2,537
           2003...............................................     2,222
           2004...............................................     2,002
           Thereafter.........................................     4,292

     Rent, net of sublease reimbursements,  paid during the years ended December
     31,  1999,  1998 and 1997,  totaled  $6.4  million,  $5.6  million and $4.5
     million, respectively.

     The Company is subject to legal  proceedings  and claims which arise in the
     ordinary course of its business.  In the opinion of management,  the amount
     of ultimate  liability  with respect to these  actions will not  materially
     affect the  financial  position,  results of operations or liquidity of the
     Company.

     A consolidated case  representing  seven lawsuits filed by limited partners
     of five of the Company's  managed  partnerships is pending in federal court
     against the Company  relating  to the sales of the  Palmdale,  Albuquerque,
     Littlerock   and   Calvert   County   cable   communications   systems   by
     Company-managed partnerships to the Company or one of its subsidiaries. The
     complaints  generally  allege that the Company  acquired those systems at a
     price that did not reflect  their fair value and that the proxy  statements
     mailed to the limited partners of the partnerships that owned these systems
     were  false,  misleading  and failed to disclose  material  facts about the
     cable communications  system marketplace.  The Company has filed motions to
     dismiss this case and discovery is stayed  pending the Court's  decision on
     these motions.  The Company  intends to continue to vigorously  defend this
     case.

     The Company and certain of its  subsidiaries  and managed  partnerships are
     defendants  in a  lawsuit  that  alleges  that they  withheld  information,
     including  lists of the names and addresses of limited  partners,  from the
     plaintiffs.  The plaintiffs  allege that they were injured by not receiving
     the  information  and by not being  able to conduct  tender  offers for the
     limited partnership  interests.  The Company intends to defend this lawsuit
     vigorously on its own behalf and on behalf of its  subsidiaries and managed
     partnerships.

                                       38
<PAGE>
JONES INTERCABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Concluded)

     In July 1999, the Court of Appeals of Maryland  issued a decision in United
     Cable  Television of Baltimore,  Ltd.  Partnership v. Burch holding that to
     the extent that a charge assessed  customers who were delinquent in payment
     of their cable bills  exceeded the 6% maximum  interest rate  prescribed by
     the Constitution of the State of Maryland, such charge was not enforceable.
     The  Court  ordered  the  cable  company  to make  appropriate  refunds  to
     subscribers.  While  the  Company  was not a party to that  litigation  and
     believes  that it has  meritorious  defenses  to similar  actions  filed on
     behalf of Company  subscribers  in Maryland,  nevertheless  a decision by a
     court in these  actions  based  solely  upon the premise set forth in Burch
     could have an adverse effect on the Company.

11.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                                  First        Second       Third        Fourth       Total
                                                 Quarter      Quarter      Quarter      Quarter        Year
                                                -----------  -----------  -----------  -----------  -----------
                                                        (Dollars in thousands, except per share data)
<S>                                               <C>          <C>          <C>          <C>          <C>
    1999 (3)
    Revenues.................................     $132,519     $132,704     $136,085     $139,685     $540,993
    Operating income before depreciation
      and amortization (1)(2)................       57,527       36,112       52,918       50,331      196,888
    Operating loss...........................       (1,098)     (85,067)     (22,346)     (14,997)    (123,508)
    Loss before extraordinary item...........      (30,912)    (120,712)     (49,486)     (47,194)    (248,304)
    Basic and diluted loss for common
      stockholders...........................        ($.75)      ($2.88)      ($1.18)      ($1.12)      ($5.93)

    1998 (3)
    Revenues.................................     $103,536     $101,222     $132,963     $134,614     $472,335
    Operating income before depreciation
      and amortization (1)...................       46,160       44,076       68,384       69,518      228,138
    Operating income (loss)..................        1,405       (3,009)      15,616        7,924       21,936
    Loss before extraordinary item...........      (20,747)     (32,644)     (14,404)     (12,623)     (80,418)
    Basic and diluted loss for common
      stockholders...........................        ($.51)       ($.80)       ($.35)       ($.31)      ($1.96)
<FN>
------------
(1) Operating income before  depreciation and amortization is commonly  referred
to in the Company's  business as "operating cash flow." Operating cash flow is a
measure of a  company's  ability to generate  cash to service  its  obligations,
including  debt  service   obligations,   and  to  finance   capital  and  other
expenditures.  In part due to the capital intensive nature of our businesses and
the  resulting  significant  level of  non-cash  depreciation  and  amortization
expense,  operating  cash  flow  is  frequently  used  as one of the  bases  for
comparing businesses in the Company's industries, although the Company's measure
of operating  cash flow may not be  comparable to similarly  titled  measures of
other companies.  Operating cash flow is the primary basis used by the Company's
management to measure the operating  performance  of our  businesses.  Operating
cash flow does not  purport  to  represent  net income or net cash  provided  by
operating  activities,  as those  terms are  defined  under  generally  accepted
accounting  principles,  and should not be considered as an  alternative to such
measurements as an indicator of the Company's performance.
(2)  Excludes  $55.4  million of  restructuring  charges  recorded in the second
quarter  (see Note 1).
(3) See Note 3 for a  summary  of  acquisitions,  exchanges  and  sales of cable
communications systems.
</FN>
</TABLE>

                                       39
<PAGE>
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.

                                    PART III

The information  called for by Item 10, Directors and Executive  Officers of the
Registrant,  Item 11,  Executive  Compensation,  Item 12, Security  Ownership of
Certain Beneficial Owners and Management, and Item 13, Certain Relationships and
Related  Transactions,  is omitted pursuant to SEC General Instruction I of Form
10-K.


                                       40
<PAGE>
                                     PART IV

ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  The following consolidated  financial statements of Jones Intercable,  Inc.
     are included in Part II, Item 8:

         Independent Auditors' Report........................................19
         Consolidated Balance Sheet - December 31, 1999 and 1998.............20
         Consolidated Statement of Operations - Years Ended
            December 31, 1999, 1998 and 1997.................................21
         Consolidated Statement of Cash Flows - Years Ended
            December 31, 1999, 1998 and 1997.................................22
         Consolidated Statement of Stockholders' Equity (Deficiency) -
            Years Ended December 31, 1999, 1998 and 1997.....................23
         Notes to Consolidated Financial Statements..........................24

(b)  All schedules are omitted because they are not applicable,  not required or
     the  required  information  is  included  in  the  consolidated   financial
     statements or notes thereto.

(c)  Reports on Form 8-K:

     (i) Jones  Intercable  filed a Current  Report on Form 8-K under  Item 5 on
         December 23, 1999 relating to the  definitive  merger  agreement  among
         Comcast, Jones Intercable and Comcast JOIN Holdings, Inc.

(d)  Exhibits required to be filed by Item 601 of Regulation S-K:

2.1       Agreement and Plan of Merger among Jones  Intercable,  Comcast and the
          Company dated December 22, 1999  (incorporated by reference to Exhibit
          2.1 to Comcast's Form S-4 Registration Statement No. 333-85745).

3.1       Articles of Incorporation of the Company.

3.2       Bylaws of the Company.

4.1       Indenture,  dated as of July 15,  1992,  between the Company and First
          Trust  National  Association   (incorporated  by  reference  to  Jones
          Intercable's Form S-3 Registration Statement No. 33-47030).

4.2       Second Supplemental Indenture,  dated as of March 1, 1993, between the
          Company  and  First  Trust  National   Association   (incorporated  by
          reference to Jones  Intercable's  Current  Report on Form 8-K filed on
          March 1, 1993).

4.3       Indenture  dated  March 23,  1995 with  respect to the  Senior  Notes,
          between  the  Company  and U.S.  Trust  Company  of  California,  N.A.
          (incorporated  by reference to Jones  Intercable's  Current  Report on
          Form 8-K dated March 23, 1995).

4.4       First  Supplemental  Indenture dated as of March 23, 1995 with respect
          to  $200,000,000  aggregate  principal  amount of the Company's 9 5/8%
          Senior Notes due 2002,  between the Company and U.S.  Trust Company of
          California,  N.A.  (incorporated  by reference  to Jones  Intercable's
          Current Report on Form 8-K dated March 23, 1995).

4.5       Second Supplemental  Indenture dated as of March 21, 1997 with respect
          to  $250,000,000  aggregate  principal  amount of the Company's 8 7/8%
          Senior Notes due 2007,  between the Company and U.S.  Trust Company of
          California,  N.A.  (incorporated  by reference  to Jones  Intercable's
          Current Report on Form 8-K dated March 21, 1997).

                                       41
<PAGE>

4.6       Third Supplemental Indenture dated as of April 6, 1998 with respect to
          $200,000,000 aggregate principal amount of the Company's 7 5/8% Senior
          Notes  due  2008,  between  the  Company  and U.S.  Trust  Company  of
          California,  N.A.  (incorporated  by reference  to Jones  Intercable's
          Current Report on Form 8-K dated April 6, 1998).

10.1      Credit  Agreement  dated October 31, 1995 among Jones Cable  Holdings,
          Inc. and  NationsBank of Texas,  N.A. and The Bank of Nova Scotia,  as
          lenders and as managing agents and various other lenders (incorporated
          by reference to Jones Intercable's  Annual Report on Form 10-K for the
          year ended December 31, 1995).

10.2      First  Amendment  dated as of September  17, 1996 to Credit  Agreement
          dated  October  31,  1995  among  Jones  Cable   Holdings,   Inc.  and
          NationsBank  of Texas,  N.A.,  individually  and as agent for  various
          other lenders  (incorporated by reference to Jones Intercable's Annual
          Report on Form 10-K for year ended December 31, 1996).

10.3      Credit  Agreement  dated as of  October  29,  1996 among  Jones  Cable
          Holdings II, Inc. and The Bank of Nova Scotia,  NationsBank  of Texas,
          N.A.  and Societe  Generale,  as managing  agents for various  lenders
          (incorporated by reference to Jones Intercable's Annual Report on Form
          10-K for year ended December 31, 1996).

10.4      Management   Agreement  dated  as  of  April  7,  1999  between  Jones
          Intercable  and Comcast  (incorporated  by  reference  to Exhibit 9 to
          Comcast's Schedule 13D Amendment No. 4 filed on August 10, 1999).

27        Financial Data Schedule.


                                       42

<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  in   Philadelphia,
Pennsylvania on March 14, 2000.

                                          Comcast JOIN Holdings, Inc.



                                          By:  /s/ Brian L. Roberts
                                               --------------------------------
                                               Brian L. Roberts
                                               President and Director


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.

    SIGNATURE               TITLE                                   DATE
    ---------               -----                                   ----

/s/ Ralph J. Roberts      Chairman; Director                     March 14, 2000
-----------------------
Ralph J. Roberts

/s/ Brian L. Roberts      President; Director (Principal         March 14, 2000
-----------------------   Executive Officer)
Brian L. Roberts

/s/ Lawrence S. Smith     Executive Vice President; Director     March 14, 2000
-----------------------
Lawrence S. Smith

/s/ Stanley L. Wang       Executive Vice President; Secretary;   March 14, 2000
-----------------------   Director
Stanley L. Wang

/s/ John R. Alchin        Executive Vice President; Treasurer    March 14, 2000
-----------------------   (Principal Financial Officer)
John R. Alchin

/s/ Lawrence J. Salva     Senior Vice President                  March 14, 2000
-----------------------   (Principal Accounting Officer)
Lawrence J. Salva


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