UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                              
                                FORM 10-K          


(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, 1998 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:  (S-1) 333-3084

RIFKIN ACQUISITION PARTNERS, L.L.L.P.
RIFKIN ACQUISITION CAPITAL CORP.
(Exact name of registrants as specified in their respective charters)

        Colorado                         84-1317717
        Colorado                         84-1341424
(State or other jurisdiction of         (I.R.S. EIN)         
 incorporation or organization)   

	360 South Monroe St., Suite 600
        Denver, Colorado                                 80209
	(Address of principal executive offices)	(zip code)

Registrant's Telephone Number including area code:  (303) 333-1215

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 the registrant's knowledge, in definitive proxy 
or information statement incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K.  X 

There is no established trading market for any of the registrants' 
securities.  As of the date of this report, there were 1,000 shares of 
common stock of Rifkin Acquisition Capital Corp. issued and outstanding, 
all of which were owned by Rifkin Acquisition Partners, L.L.L.P.

Documents incorporated by reference:  No.


<PAGE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
RIFKIN ACQUISITION CAPITAL CORP.

Table of Contents


                                                                    Page
Part I 

Item 1.  Business................................................	3

Item 2.  Properties..............................................	19 	
	
Item 3.  Legal Proceedings.......................................	19

Item 4.  Submission of Matters to a Vote of Security Holders.....	19

Part II

Item 5.  Market for Registrants' Common Stock and
           Related Stockholder Matters...........................	19

Item 6.  Selected Financial Data.................................	20

Item 7.  Mangement's Discussion and Analysis of Financial
           Condition and Results of Operations...................	22

Item 7A. Quantitative and Qualitative Disclosures about 
           Market Risk ..........................................	29

Item 8.  Financial Statements and Supplementary Data.............	29

Item 9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure...................	49

Part III

Item 10. Directors and Executive Officers of the Registrants.....	49

Item 11. Executive Compensation..................................	52

Item 12. Security Ownership of Certain Beneficial Owners 
           and Management........................................	53

Item 13. Certain Relationships and Related Transactions..........	55

Part IV

Item 14. Exhibits, Financial Statement Schedules and 
           Reports on Form 8-K...................................57

<PAGE>
PART I

ITEM 1 - BUSINESS

Some of the statements that follow are forward-looking statements.  These 
statements include, without limitation, statements relating to the 
Company's future business plans, financial results, performance and 
events.  The words "anticipates," "believes," "considers," "expects," 
"intends," "plans," or "strategy" and similar expressions identify 
forward-looking statements.  For a list of some of the important factors 
(but not necessarily all of the important factors) that could cause 
actual results to differ from such forward-looking statements see "Item 
7.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations - Special Note Regarding Forward-Looking 
Statements."

General

Rifkin Acquisition Partners, L.L.L.P., a Colorado limited liability 
limited partnership (the "Partnership"), through the Partnership and its 
subsidiaries other than Rifkin Acquisition Capital Corp., a Colorado 
corporation and a wholly-owned subsidiary of the Partnership ("RACC" and 
together with the Partnership, the "Company"), owns, operates and 
develops cable television systems in Georgia, Tennessee and Illinois (the 
"Systems").  RACC does not have any operations, operating history, 
assets, revenues, properties or employees, and was formed in January 1996 
solely for the purpose as serving as a corporate co-issuer of 11 1/8% 
Senior Subordinated Notes due 2006 issued by the Partnership and RACC in 
January 1996 (the "Old Notes").  The Partnership is the successor to 
Rifkin Acquisition Partners, L. P. a Colorado limited partnership ("RAP, 
L.P.") that was formed in 1988 and reorganized as a Colorado limited 
liability limited partnership in August 1995.  

At December 31, 1998, the Systems of the Company passed approximately 
261,200 homes and served approximately 191,100 basic customers, at a 
basic penetration level of 73.1%.  The Company is one of the largest 
multiple system operators ("MSO") in Tennessee based on information 
provided by the Tennessee Cable Television Association as of December 31, 
1998.  All of the Systems have capacities of 30 or more channels.  

The Partnership pays a fee to R & A Management, LLC ("RML") of 3.5% of 
the Company's revenues to manage the systems.  Originally, Rifkin & 
Associates, Inc. ("R & A") managed the Company's cable systems pursuant 
to a Management Agreement (the "Management Agreement") among the Company, 
Cable Equities of Colorado and R & A.  R & A conveyed the Management 
Agreement to RML in September 1998, and R & A is now the manging member 
of RML.  Monroe M. Rifkin is the sole director and shareholder of R & A.

For the year ended December 31, 1998, the Company had revenue of 
approximately $89.9 million, and Adjusted EBITDA (see footnote (b) on 
page 20) of approximately $42.8 million.

In August 1995, the Partnership effected a recapitalization in which a 
group led by VS&A Communications  Partners I, L.P., IEP Holdings I LLC 
and Paine Webber Capital, Inc. acquired the interests of certain limited 
partners in Rifkin Acquisition Partners, L.P. ("RAP, L.P.").  
Concurrently, all of RAP, L.P.'s debt was repaid and the Company entered 
into a new credit agreement (the "Credit Agreement") with a syndicate of 
banks.  In addition, in January 1996, the Company completed the issuance 
of $125 million of 11 1/8% Senior Subordinated Notes due in 2006 (the 
"Old Notes"), which were subsequently exchanged for publicly registered 
notes (the "New Notes" and collectively with the Old Notes, the "Notes"), 
and amended its Credit Agreement to provide ongoing borrowing 
availability, including availability to finance acquisitions.

Recent Developments

In February 1999, the Partnership announced the planned acquisition by 
Charter Communications, Inc. ("Charter") of all outstanding partnership 
interests in the Partnership and InterLink Communications Partners, LLLP 
("InterLink") and the assumption of the outstanding debt of InterLink and 
the Partnership.  The parties expect to finalize definitive agreements 
of the transactions in early April 1999 and expect to close the 
transactions during the third quarter of 1999.




1998 Acquisitions

Tennessee Systems

On December 31, 1998, the Company acquired certain operating assets 
comprising six cable television systems from InterMedia Partners and 
certain of their affiliated companies (the "InterMedia Systems" or the 
"trade acquisition").  These cable systems are located in Crossville, 
Monterey, Lewisburg, Hohenwald, Loretto and West Point, Tennessee.  The 
purchase price included the trade of certain existing cable systems of 
the Company located in Tennessee, a payment of approxiately $719,000 and 
the assumption of approximately $51,000 of working capital.  Upon 
acquisition the InterMedia Systems passed approximately 24,400 homes with 
approximately 700 miles of plant, and served approximately 16,100 basic 
service customers.  Since the InterMedia Systems acquisition took place 
on December 31, 1998, there are no revenues related to the acquisition 
included in the year ended December 31, 1998 results.

Other Systems

During 1998, the Company also completed two separate transactions to 
acquire certain cable television operating assets located in Georgia. 
 The aggregate purchase price for these systems was approximately $2.0 
million.  The revenues related to these other systems included in the 
year ended December 31, 1998 were approximately $180,000.

1997 Acquisitions

Manchester Systems

On April 1, 1997, the Company acquired certain operating assets 
comprising two cable television systems of American Cable TV Investors 
5, Ltd. located in Manchester and Shelbyville, Tennessee (the "Manchester 
Systems").  The purchase price for the Manchester Systems was 
approximately $19.7 million including approximately $21,000 of net 
working capital assumed.  Upon acquisition (the "Manchester 
Acquisition"), the Manchester Systems passed approximately 14,600 homes 
with approximately 360 miles of plant, and served approximately 11,700 
basic service customers.  The revenues related to the Manchester Systems 
acquisition included in the year ended December 31, 1998 and 1997 results 
were approximately $4.9 million and $3.3 million, respectively.

1996 Acquisitions

Mid-Tennessee Systems

On March 1, 1996, the company acquired certain operating assets 
comprising eleven cable television systems located in Tennessee (the 
"Mid-Tennessee Systems").  The purchase price for the Mid-Tennessee 
Systems was approximately $61.9 million including approximately $32,000 
of net working capital assumed.  Upon acquisition (the "Mid-Tennessee 
Acquisition"), the Mid-Tennessee Systems passed approximately 42,700 
homes with approximately 1,260 miles of plant, and served approximately 
33,500 basic service customers.  The revenues related to the Mid-
Tennessee Systems acquisition included in the year ended December 31, 
1996 results were approximately $10.8 million.

RCT Systems

On April 1, 1996, the Company acquired all of the operating assets 
comprising three cable television systems located in Tennessee (the "RCT 
Systems").  The purchase price for the RCT Systems was approximately 
$10.2 million, including approximately $377,000 of assumed liabilities. 
 Upon acquisition (the "RCT Acquisition"), the RCT Systems passed 
approximately 14,300 homes with approximately 272 miles of plant, and 
served approximately 12,200 basic service customers.  The revenues 
related to the RCT Systems acquisition included in the year ended 
December 31, 1996 results were approximately $3.2 million.

Other Systems


During 1996, the Company also acquired the operating assets of three 
other cable television systems all located in Tennessee, and purchased 
from three separate cable companies.  The aggregate purchase price for 
these systems was approximately $2.0 million.  The revenues related to 
these other systems included in the year ended December 31, 1996 were 
approximately $200,000.

Property Sales

Tennessee Systems

As indicated above, on December 31, 1998, the Company completed a trade 
with InterMedia Partners (the "trade sale" together with the trade 
acquisition heretofore the "InterMedia Swap"), resulting in the sale of 
certain Tennessee cable systems located primarily in Paris and Piney 
Flats, Tennessee (the "Rifkin systems").  The consideration was the 
receipt of certain Tennessee cable systems from InterMedia and the 
assumption of approximately $17,000 of working capital.  At December 31, 
1998, the Rifkin systems passed approximately 23,700 homes with 535 miles 
of plant and served approximately 15,600 basic service customers.

Michigan Systems

On February 4, 1998, with an effective date of January 31, 1998, the 
Company completed the sale of all operating assets comprising the 
Company's properties within Michigan (the "Michigan Systems") to Bresnan 
Communications Company ("Bresnan").  The sales price was $17.1 million 
including the assumption of working capital and closing adjustments.  At 
December 31, 1997, the Michigan Systems passed approximately 14,300 homes 
with 370 miles of plant and served approximately 11,200 customers.

Business Strategy

The Company's business strategy focuses on enhancing operational and 
financial performance by: (i) consolidating operations of existing 
clustered systems through strategic acquisitions; (ii) applying 
aggressive and innovative customer acquisition and retention marketing 
techniques; (iii) upgrading systems with state-of-the-art technology to 
enhance existing service and to develop, on a cost-effective basis, new 
ancillary revenue streams; and (iv) enhancing customer value by providing 
exceptional customer service.

Consolidating Operations & Strategic Acquisitions.  The Company believes 
that consolidating operations will increase Adjusted EBITDA (as defined 
herein) by allowing for operating efficiencies in such areas as 
administration, marketing, customer service and advertising sales.  The 
Company continues to explore opportunities to consolidate headends in 
order to reduce maintenance costs, as well as the cost of adding new 
channels and implementing new technologies and services.  The Company has 
consolidated certain of the operations of the acquired Shelbyville and 
Manchester Systems with certain of the operations of the Company's 
existing systems in Tennessee.  In addition, the Company plans in 1999 
to interconnect clusters of four systems in Tennessee, serving over 
80,000 customers, to allow for the efficient implementation of new 
technologies.  

Innovative Marketing.  The Company markets and promotes its cable 
television systems with the objective of increasing penetration and 
average revenue per customer.  The Company actively markets its basic and 
premium program packages through innovative marketing tactics that 
include direct mail and telemarketing efforts targeted to specific 
customer and non-customer demographic profiles, newspaper and television 
advertising and door-to-door sales.  In selected markets, the Company is 
also expanding its sources of revenue from services such as pay-per-view, 
new product tiers, high speed data access and digitally delivered 
programming.

System specific marketing plans and marketing budgets are developed 
jointly between R & A Management, LLC and the Company's regional 
marketing staff.  In addition, the Company incorporates into marketing 
plans retention marketing strategies such as customer value-building, 
employee training and growth-related employee incentives to ensure that 
marketing investments are maximized.  Additional customers are also 
gained by cable plant extensions built to new housing developments once 
adequate density is available.


System Enhancements.  The Company is committed to maintaining and 
enhancing the technical integrity and channel capacity of its cable 
systems as demonstrated by the fact that all of the Systems have 
capacities of 30 or more channels.  Within the next three years, the 
Company intends to rebuild nearly all of the Systems to a bandwidth 
between 450 MHz and 750 MHz.  Additionally, the Company also is committed 
to extending its distribution systems to keep pace with the growth in the 
communities it serves as well as making continuous investments that 
improve picture quality and plant reliability.

The Company is utilizing advances in technology to upgrade its cable 
plant.  The utilization of fiber optics and addressable technology (the 
computerized authorization of individual converters or receivers to 
descramble and receive specifically authorized video, audio or data 
signals that have been scrambled for security purposes) in these rebuilds 
will improve technical reliability, enhance picture quality and increase 
channel capacity to offer new products and services, all of which is 
expected to increase customer satisfaction and position the Company for 
a competitive future.

Customer Value.  The Company believes it has a high quality, well-trained 
staff of customer service and sales representatives and local field 
technicians to provide valuable customer service.  To this end, the 
Company continues to invest resources in training its customer service 
representatives and field technicians.  In addition, the Company 
regularly evaluates the programming offered by its systems in order to 
offer its customers innovative packages of basic and premium services, 
including locally originated programming.

Systems

The Systems consist of three geographic clusters: Georgia, Tennessee and 
Illinois.  The following describes each of these geographic clusters and 
illustrate the Company's growth over the past five years:

Georgia System.  The table below sets forth certain information with 
respect to the Georgia System.


                               Year Ended December 31,
                          1998    1997    1996    1995    1994 
   
Homes Passed		82,116	77,272	71,152	66,307	60,898
Basic Customers		60,526	57,173	53,386	48,925	44,290
Basic Penetration        73.7%   74.0%   75.0%   73.8%   72.7%
Average Monthly Revenue
 	   per Customer	$42.26	$39.56	$37.35	$35.44	$33.61

The Georgia System is managed by R & A Management, LLC.  On a combined 
basis, this system consisted of approximately 1,690 miles of distribution 
plant.  The Georgia System serves unincorporated areas in northeast 
Gwinnett County and certain incorporated communities therein, including 
the cities of Lawrenceville, Duluth, Suwanee, Buford, Sugar Hill, Dacula 
and Resthaven, as well as the Cities of Roswell and Mountain Park in 
Fulton County.  All of the communities served by the Georgia System are 
suburbs of Atlanta.

Tennessee Systems.  The table below sets forth certain information with 
respect to the Tennessee Systems.

                               Year Ended December 31,
                           1998     1997     1996     1995     1994

Homes Passed            143,016  138,913  120,285  115,057  110,441
Basic Customers         107,908  107,558   96,768   93,765   89,205
Basic Penetration          75.5%    77.4%    80.4%    81.5%    80.8%
Average Monthly 
 Revenue per Customer(1) $37.90   $35.36(2)$32.38   $30.05   $28.73

(1) The calculation does not reflect the customers from the InterMedia Swap.
(2) Refer to Footnote (c) on Page 20.

The Tennessee Systems are managed by R & A Management, LLC.  On a 
combined basis, these systems consisted of approximately 4,090 miles of 
distribution plant.

The Tennessee Systems serve the communities of Columbia, Cookeville, 
Tullahoma, Lebanon, McMinnville, Pulaski, Lawrenceburg, Fayetteville, 
Crossville, Lewisburg, Monterey, Hohenwald, Shelbyville and Manchester. 
 The communities served are primarily in central and south central 
Tennessee.


The Illinois Systems.  The table below sets forth certain information 
with respect to the Illinois Systems.

                               Year Ended December 31,
                          1998    1997    1996    1995     1994  

Homes Passed		36,114	35,924	35,739	35,469	 35,320
Basic Customers		22,657	23,542	23,887	24,269	 23,987
Basic Penetration         62.7%   65.5%   66.8%   68.4%    67.9%
Average Monthly 
 Revenue per Customer   $38.36  $35.49  $32.70  $30.63   $29.57

The Illinois Systems are managed by R & A Management, LLC.  On a combined 
basis, these systems consisted of approximately 600 miles of distribution 
plant.

The Illinois Systems serve the communities of  Mt. Vernon, Centralia, 
Sparta, Sesser, Steelville, Cairo and Nashville all located in southern 
Illinois.  These communities generally receive poor off-air reception 
from St. Louis and require cable service to receive high quality 
broadcast signals.  Nearly 60% of the customers are in the Mt. Vernon and 
Centralia systems.

The Cable Television Industry

A cable television system receives television, radio and data signals at 
its headend facility that are transmitted by broadcasting stations, 
microwave relay systems and communications satellites.  These signals are 
then electronically processed and distributed, primarily through coaxial 
and, in some instances, fiber optic cable, to customers who pay a fee to 
receive some or all of these signals.

Cable television systems generally consist of four principal operating 
components.  The first component, known as the headend facility, receives 
television and radio signals and other programming and information by 
means of special antennae, microwave relays and satellite earth stations. 
 The second component, the distribution network, which originates at the 
headend and extends throughout the system's service area, typically 
consists of coaxial or fiber optic cables placed on utility poles or 
buried underground, and associated electronic equipment.  The third 
component of the system is a drop cable, which extends from the 
distribution network into each customer's home and connects the 
distribution system to the customer's television set.  The fourth 
component, a converter, is the home terminal device that converts the 
services available on the cable system to channels which can be displayed 
by the customer's television set if the television set is not cable 
compatible.  In addition, this component may serve as a descrambler to 
permit reception of limited-distribution services by authorized viewers.

Cable systems may also originate their own television programming and 
other information services for distribution throughout the system.  Cable 
television systems generally are constructed and operated pursuant to 
nonexclusive franchises or similar licenses granted by local governmental 
authorities for a specified term of years.

Cable television systems offer customers various levels or "tiers" of 
basic cable services consisting of off-air television signals of network, 
independent and educational programming from local broadcasters, a 
limited number of television signals from so-called superstations 
originating from distant cities, various satellite delivered, non-
broadcast channels (such as Cable-News Network ("CNN"), the USA Network 
("USA"), Entertainment and Sports Programming Network ("ESPN"), The 
Discovery Channel and Turner Network Television ("TNT")), certain 
programming originated locally by the cable system such as public, 
governmental and educational access programs and informational displays 
featuring news, weather, stock market and financial reports and public 
service announcements.  For an extra monthly charge, cable systems also 
typically offer premium television services to their customers.  These 
services, such as Home Box Office ("HBO"), Showtime, Cinemax and The 
Movie Channel, are satellite-delivered channels consisting principally 
of feature films, live sporting events, concerts and other special 
entertainment features, usually presented without commercial interruption 
for which a separate per channel charge may be levied by the cable 
system.


Generally, a customer pays an initial installation charge and fixed 
monthly fees for basic and premium television services and for other 
services, including the rental of converters and remote control devices. 
 Monthly service fees constitute the primary source of revenues for cable 
television systems.  Cable systems also generate revenues from additional 
fees paid by customers for pay-per-view programming of movies and special 
events and from the sale of available advertising spots on advertiser-
supported cable programming.  Cable systems also offer to their customers 
home shopping services which pay the systems a share of revenues from 
sales of products in the systems' service areas.

Programming and Service Offerings

Programming.  R & A Management, LLC has various contracts to obtain basic 
and premium programming for the Systems from program suppliers whose 
compensation is typically based on a fixed fee per customer.  The Systems 
select basic, tier and premium programming based on the demographics in 
the market, national research on the perceived value of the programming, 
requests from customers, the available channel capacity in each system, 
the cost of the networks and the availability of local advertising spots.

Some program suppliers provide volume discount pricing structures or 
offer marketing and launch support to the Systems.  In particular, R & 
A Management, LLC has negotiated programming agreements for the Systems 
with premium service suppliers that offer cost incentives under which 
premium service unit prices decline as certain premium service growth 
thresholds are met.  The Systems' successful marketing of multiple 
premium service packages emphasizing customer value has enabled the 
Systems to take advantage of such cost incentives.

The Systems have 200 retransmission consents with 46 commercial broadcast 
stations.  None of these consents require direct payment of fees for 
carriage; however, in some cases the Systems have entered into agreements 
with certain stations to carry satellite-delivered cable programming 
which is affiliated with the network carried by such stations.  These 
agreements have been renewed and will not expire until May 31, 1999 at 
the earliest.  There can be no assurance that such agreements can or will 
be renewed under similar terms after their current term expiration.  See 
"Legislation and Regulation in the Cable Television Industry."

R & A Management, LLC is a member of a programming consortium consisting 
of small to mid-size independent cable television operators serving, in 
the aggregate, approximately 5.3 million cable customers.  The consortium 
was formed to help create efficiencies in the areas of securing and 
administering programming contracts, as well as to establish more 
favorable programming rates and contract terms for small to mid-size 
operators.  Currently, approximately 40% of the Systems' programming 
contracts are negotiated directly with the networks by R & A Management, 
LLC; the remaining 60% are negotiated through the consortium.  The 
Systems' programming contracts are generally for a fixed period of time 
(three to ten years) and are subject to negotiated renewal.  As existing 
contracts expire, R & A Management, LLC intends to negotiate the renewals 
through the programming consortium.

The Systems' cable programming costs have increased in recent years and 
are expected to continue to increase due to carriage of additional 
networks, increased costs to produce or purchase cable programming,  
inflationary increases and other factors.  However, the Company is 
committed to minimizing these increases.  Aside from renewing expired 
programming contracts through the programming consortium, in certain 
target markets the Company will launch new and more expensive networks 
on new product tiers.  In these markets, the Company will pay the 
programming suppliers for only those customers who are willing to bear 
an additional cost for the service rather than paying for the entire 
customer base who may or may not find value in the programming.  In 
addition, in 1997, the Company began replacing more expensive networks 
with lower priced product of similar content and quality.  The Company 
plans to continue cost-reducing product switchouts.  Although there can 
be no assurances, the Company believes it will continue to have access 
to cable programming services at competitive prices.

Service Offerings.  The Systems typically offer a choice of two tiers of 
basic cable television programming service: a broadcast programming tier 
(consisting generally of broadcast network and public television 
programming available "over-the-air" in the franchise community and 
"superstation" signals such as WTBS) and a satellite programming tier 
(consisting primarily of satellite delivered services such as CNN, USA, 
ESPN, The Discovery Channel and TNT).  Approximately 92.4% of the 
customers in the Systems subscribed to both tiers of service as of 
December 31, 1998.


The Systems also offer premium programming services (e.g., HBO, Cinemax, 
Showtime) on both an a la carte basis and as part of discounted premium 
service packages.  Premium packages are designed to generate incremental 
premium cash flow as well as enhance the perceived value of the Systems' 
cable service.  The Systems have successfully promoted innovative premium 
service packages.  Overall premium service penetration has increased 
significantly in the Systems where such packages have been introduced. 
 Currently, the systems in Georgia; Centralia, Illinois; and Cookeville, 
Fayetteville, Columbia, Lebanon and Tullahoma, Tennessee offer movie and 
event pay-per-view.  The other Systems offer pay-per-view on an event 
only basis.

Expanded Service Offerings.  New product tiers, which include programming 
options that are not available on the basic or satellite tier, have been 
implemented and continue to be developed by the Company.  A new product 
tier will typically contain four to nine programming services offered on 
either an a la carte ($1 to $4 per channel) or a package basis ($5.95 
including equipment rental).  Signals are secured by addressable 
technology.  The Columbia, Tennessee system launched a new product tier 
in 1996. The Georgia system launched a new product tier in June 1997, and 
the Lebanon, Tennessee system launched a new product tier in November 
1997.

The Company has launched digital cable service in Cookeville and 
Tullahoma, Tennessee, and Centralia, Illinois.  The service consists of 
a New Product Tier, additional screens of multiplexed premium services 
such as HBO and Showtime, and from 8 to 27 channels of Pay-Per-View.  An 
on-screen interactive program guide also is included in the digital 
service.  

Cable modem service is offered in the Georgia system and the Cookeville, 
Lebanon and Columbia, Tennessee, systems.  The service allows users 
access to the internet at substantially higher speeds than are available 
from other internet access providers.  The family of services consists 
of residential connections, commercial connections, and virtual private 
network services.  The Company also will undertake custom data network 
solutions for various commercial and institutional clients.

To further enhance revenue, additional programs and products under 
development include the launch of internet access services.

Systems Operations

The Company acquires, operates and develops cable television systems 
based on the principle of increasing operating cash flow while 
maintaining a high standard of technical and customer service.

The Company has a decentralized and locally responsive management 
structure which provides significant management experience and stability 
to every region.  Annual operating budget preparation, strategic planning 
and capital expenditure allocation decisions are made jointly between R 
& A Management, LLC and the Company's system managers to ensure that 
local needs are properly weighted with maximizing investor returns.  Day 
to day operating decisions are made by experienced local area/system 
managers who are knowledgeable about local markets and responsive to the 
specific needs of the Company's customers.  The Company believes that 
this management structure enhances the effectiveness of customer service 
efforts and assists in the maintenance of good relations with franchise 
authorities.  Local area/system managers are rewarded for attaining 
operating goals through incentive and bonus plans based on predefined 
qualitative and quantitative measures of system-specific performance.

The Company believes that providing excellent customer and technical 
service is essential in an increasingly competitive environment.  To 
accomplish service-related objectives, the Company places a special 
emphasis on exceeding the Federal Communication Commission ("FCC") and 
National Cable Television Association ("NCTA") customer service 
standards.  In addition to adhering to federally-mandated customer 
service standards the Company has implemented additional programs, 
including an on-time guarantee for installation and repair appointments, 
designed to enhance customer satisfaction.


As part of the focus on service-related initiatives, the Company is 
committed to fostering the personal and professional growth of its 
employees, which includes a commitment to and investment in training. 
 The Company's employees receive training in customer service, sales and 
customer retention skills from outside professionals and qualified 
internal management personnel.  Technical employees are encouraged to 
enroll in courses available from the National Cable Television Institute 
and attend regularly scheduled on-site seminars conducted by equipment 
manufacturers to keep pace with the latest technological developments in 
the cable television industry.  The Company believes that training 
programs, coupled with growth-oriented bonus and incentive plans for 
front line and managerial staff: (i) enhance the overall level of 
customer satisfaction; (ii) improve the quality of workmanship in the 
field which results in fewer service calls from customers; (iii) lowers 
service-related expenses; and (iv) strengthens the effectiveness of 
marketing programs.

Marketing

The Company markets and promotes its cable television systems with the 
objective of increasing penetration and average revenue per customer. 
The Company actively markets its basic and premium program packages 
through marketing tactics that include direct mail and telemarketing 
efforts targeted to specific customer and non-customer demographic 
profiles, newspaper and television advertising and door-to-door sales. 
Each of the Company's customer service centers is supported by a
Marketing Director who coordinates marketing and door-to-door campaigns 
throughout the geographic region.  The Marketing Director is responsible 
for maintaining quality in the Company's sales and service by supervising 
and training direct sales representatives and assessing picture and 
service quality within the Company's cable systems.  In general, customer 
service and sales representatives will follow up by telephone contact 
with the customer following a new installation to assess the quality of 
the installation and the overall service the customer is receiving and 
to assure customer satisfaction.  Customer service representatives are 
also trained to market upgrades in service to customers and are informed 
of current rates, programming packages and promotions.

The Systems utilize a contract third-party service for monthly customer 
billing based on modern computer technology and utilizing software 
developed specifically for the cable television industry.  Billing 
statements are printed and mailed directly to customers, who have 
approximately 15 days after receipt of the statement to remit payment to 
the central payment processing center.  If after 30 days a customer has 
not made a payment, the customer is charged a late payment fee.  After 
35 days, if the customer has not made a payment, a "Past Due Invoice" is 
generated.  In general, the Systems pursue collection of past due amounts 
by telephoning the customer at 40 days past due and attempting to collect 
payments through field technicians at 45 days past due.  If this final 
attempt to collect payment fails, the customer is then disconnected.  A 
final statement is sent within a week after disconnection, and, 
approximately 15 days thereafter, the account is referred to a collection 
agency.  This approach to accounts receivable and collections has 
resulted in bad debt expense for the Systems consistently averaging less 
than 1% of its revenue.

Technology and Engineering

At December 31, 1998, the Systems maintained approximately 6,400 miles 
of cable distribution plant that passed approximately 261,200 homes.  The 
following table sets forth certain information with regard to the channel 
capacities of the Systems as of December 31, 1998.

                                        54 or
                        33 to 53        More    
                        Channels        Channels          Total  
Number of Systems       19              21                40
Percent of Systems      47.5%           52.5%             100.0%
Miles of plant          1,561           4,799             6,360
Customers               42,246          148,845           191,091

The Company continually monitors and evaluates new technological 
developments to optimize existing assets and to anticipate the 
introduction of new services and program delivery capabilities.  The use 
of fiber optic cable as a transportation medium is playing a major role 
in enhancing channel capacity and improving the performance and 
reliability of cable television systems.  Fiber optic cable is capable 
of carrying hundreds of video, data and voice channels.  The Company has 
implemented and intends to continue to use fiber optic technology in 
conjunction with its system rebuilds and upgrades.  In the future, by 
interconnecting headends of adjacent systems with one master facility, 
the Company can reduce the number of headends, lower maintenance costs 
and add new channels more cost effectively.  The Company generally plans 
to reduce the number of headends through consolidation to take advantage 
of these efficiencies.

The Company intends to use digital compression technology to enhance the 
current channel capacities of its cable systems.  This technology is 
expected to allow five to ten channels or more to be carried in the space 
of one analog channel.  Digital signals not only offer the potential for 
allowing cable television systems to carry more programming but also for 
improving the quality of the television signals carried.  The Company 
believes that the use of digital technology in the future offers the 
potential for the Company to increase channel capacity in a more cost 
efficient manner than completely rebuilding systems with higher capacity 
distribution plant in certain small systems and to augment the analog 
capacity of those systems that have been upgraded in recent years.


Customer and Community Relations

In order to succeed in a competitive environment, the Company recognizes 
the need to meet and exceed the increasing demands and expectations of 
its customers and communities.  Through customer newsletters, surveys and 
focus groups, the Company is able to identify and respond to the needs 
of current and prospective customers in a system-specific fashion.  These 
means of communication, as well as cross-channel spots and billing 
messages, permit the Company to position itself as a leading provider of 
advanced information and entertainment services.  This continuous 
interaction and two-way communication is critical to instilling the level 
of loyalty needed to obtain and retain customers in today's marketplace.

The Company is dedicated to developing strong community relations in the 
locations served by its cable television systems and believes that good 
relations with its local franchise authorities are primarily a result of 
effective communications by the Company's local management with local 
authorities.  The Company also believes that consistent, high quality 
performance of its local staff is important to maintain good community 
relations.  To improve the effectiveness of staff interaction with the 
Company's customers, the Company has ongoing training programs for its 
field and customer service staff.

The Company also places a high priority on using its facilities and 
position in the community to the benefit of the towns and cities served 
by its cable television systems.  This commitment is especially apparent 
in the area of education, as each of the Systems assists area schools by 
supplementing their classroom curricula with cable-delivered educational 
services and related equipment.  In addition, the Systems contribute to 
the communities they serve through production and carriage of locally-
originated programming, covering issues and events important to area 
residents and otherwise underserved by local media.  Ongoing support and 
interest in the community is continuously demonstrated through the 
involvement of the Systems' personnel in local causes, including 
promotions designed to raise money and supplies for persons in need.

Franchises

Cable television systems are generally constructed and operated under 
nonexclusive franchises granted by local governmental authorities.  These 
franchises typically contain many requirements, including time 
limitations on commencement and completion of construction, conditions 
of service, system channel capacity, nature of programming, the provision 
of free cable service to schools and certain other public institutions 
and the maintenance of insurance and indemnity bonds.  The provisions of 
local franchises are subject to federal regulation under the Cable Acts. 
 See "Legislation and Regulation in the Cable Television Industry."

The Systems' franchises provide for the payment of fees to the issuing 
authority.  Annual franchise fees imposed on the Systems range up to 5% 
of gross revenues generated by a system.  In substantially all of the 
Systems, franchise fees are passed through to the customers as an 
addition to the rates for cable television service.  The Cable 
Communications Policy Act of 1984 ("1984 Cable Act") prohibits 
franchising authorities from imposing franchise fees in excess of 5% of 
gross revenues and also permits the cable system operator to seek 
renegotiation and modification of franchise requirements if warranted by 
changed circumstances.

The table below categorizes the Systems' franchises by date of expiration 
and presents the approximate number and percentage of basic service 
customers for each category of franchises as of December 31, 1998.


  Year of                                                          Percentage
Franchise       Number of         Percentage of     Number of       of Total
Expiration      Franchises      Total Franchises    Customers       Customers

1999-2001           17              15.0%            30,929          16.2%
2002-2004           19              16.8%            19,831          10.4%
After 2004          77              68.2%           140,331          73.4%
Total              113             100.0%           191,091         100.0%

No single franchise represents more than 12.4% of total customers of the 
Systems, and the largest five franchises represent less than 29.2% of 
total customers of the Systems.


The 1984 Cable Act provides, among other things, for an orderly franchise 
renewal process where franchise renewal will not be unreasonably withheld 
or, if renewal is withheld, the franchise authority must pay the operator 
the "fair market value" for the system covered by such franchise but no 
value will be allocated to the franchise itself.  In addition, the 1984 
Cable Act establishes comprehensive renewal procedures that require that 
an incumbent franchisee's renewal application be assessed on its own 
merit and not as part of a comparative process with competing 
applications.

The Company believes that it generally has good relationships with its 
franchising authorities.  The Company  has never had a franchise revoked 
or failed to have a franchise renewed.  In addition, all of the 
franchises of the Company and such other entities eligible for renewal 
have been renewed or extended at or prior to their stated expirations, 
and no material franchise community has refused to consent to a franchise 
transfer to the Company or any such predecessor.

Competition

General.  Cable television systems face competition from alternative 
methods of receiving and distributing television signals and from other 
sources of news, information and entertainment, such as off-air 
television broadcast programming, newspapers, movie theaters, live 
sporting events, interactive computer programs, Internet services and 
home video products, including videotape cassette recorders/players.  The 
extent to which cable service is competitive depends, in part, upon the 
cable system's ability to provide a greater variety of programming at a 
reasonable price to consumers than is available off-air or through other 
alternative delivery sources.  See "Legislation and Regulation in the 
Cable Television Industry."

Direct Broadcast Satellite.  During 1998, the Company continued to 
experience a competitive impact from medium power and higher power direct 
broadcast satellites ("DBS") that use higher frequencies to transmit 
signals that can be received by dish antennas much smaller in size than 
traditional home satellite dishes ("HSDs").  The DBS industry has grown 
rapidly over the last several years and now serves more than 9 million 
customers nationwide.  Recently announced mergers could strengthen the 
surviving DBS companies.

DBS has advantages as an alternative means of distributing video signals 
to the home.  Among the advantages are that the capital investment 
(although initially high) for the satellite and uplinking segment of a 
DBS system is fixed and does not increase with the number of customers 
receiving satellite transmissions; that DBS is not currently subject to 
local regulation of service and prices or required to pay franchise fees; 
and that the capital costs for the ground segment of a DBS system (the 
reception equipment) are directly related to and limited by the number 
of service customers.  

The primary disadvantage of DBS is its inability to provide local 
broadcast television stations to customers in their local markets.  
However, EchoStar and other potential DBS providers have announced their 
intention to retransmit local broadcast television stations back into a 
customer's local market.  Both Congress and the U. S. Copyright Office 
are currently reviewing proposals to allow such transmission and it is 
possible that in the near future, DBS systems will be retransmitting 
local television broadcast signals back into local television markets. 
 Additional DBS disadvantages presently include a limited ability to 
tailor the programming package to the interests of different geographic 
markets; signal reception being subject to line of sight angles; and 
technology which requires a customer to rent or own one set-top box 
(which is significantly more expensive than a cable converter) for each 
television on which they want to view DBS programming.

Although the effect of competition from these DBS services cannot be 
specifically measured or predicted, it is clear there has been 
significant growth in DBS customers and the Company assumes that such DBS 
competition will be substantial in the future as developments in 
technology continue to increase satellite transmitter power, and decrease 
the cost and size of equipment needed to receive these transmissions. 
 Further, the extensive national advertising of DBS programming packages, 
including certain sports packages not available on cable television 
systems, will likely continue the rapid growth in DBS customers.  
Finally, if DBS develops the technology and gains the legal right to 
rebroadcast local broadcast signals, it could increase the growth in DBS 
customers.


Telephone Companies.  The Telecommunications Act of 1996 (the "1996 
Telecom Act") allows local telephone companies to provide a wide variety 
of video services competitive with services provided by cable systems and 
to provide cable services directly to customers.  See "Legislation and 
Regulation in the Cable Television Industry." Cable systems could be 
placed at a competitive disadvantage if the delivery of video programming 
services by local telephone companies becomes widespread because cable 
systems are required to obtain local franchises to provide cable service 
and must comply with a variety of obligations under such franchises.  
Issues of cross-subsidization by local telephone companies pose strategic 
disadvantages for cable operators seeking to compete with local telephone 
companies providing video services.  Additionally, the Cable Television 
Consumer Protection and Competition Act of 1992 ("1992 Cable Act") 
ensures that telephone company providers of video services will have 
access to acquire all significant cable programming services.  Although 
the Company cannot predict the likelihood of success of any video 
programming ventures by local telephone companies or the impact on the 
Company of such competitive ventures, it is possible such ventures will 
result in significant new competition.

Other Cable Companies.  Cable systems generally operate pursuant to 
franchises granted on a nonexclusive basis.  The 1992 Cable Act gives 
local franchise authorities control over basic cable service rates, 
prohibits franchise authorities from unreasonably denying requests for 
additional franchises, and permits franchise authorities to operate cable 
systems.  See "Legislation and Regulation in the Cable Television 
Industry." It is possible that a franchising authority might grant a 
second franchise to another cable company containing terms and conditions 
more favorable than those afforded the Systems.  Well-financed businesses 
from outside the cable industry (such as the public utilities which own 
the poles on which cable is attached) may become competitors for 
franchises or providers of competing services.  The 1996 Telecom Act 
eliminates certain federal restrictions on utility holding companies and 
thus frees all utility companies to now provide cable services.  See 
"Legislation and Regulation in the Cable Television Industry." Also, 
during 1997 and 1998, there has been a significant increase in the number 
of cities that have constructed their own cable television systems in a 
manner similar to city-provided utility services.  These systems 
typically will compete directly with the existing cable operator without 
the burdens of franchise fees or other local regulation.  Although the 
total number of municipal overbuild cable systems remains small, the 
development in 1997 and 1998 would indicate an increasing trend in cities 
authorizing such direct municipal competition with cable operators.  In 
general, a cable system's financial performance will be adversely 
impacted where a competing cable service exists (referred to in the cable 
industry as an "overbuild").  

Although the Systems' franchises are non-exclusive, and in certain of its 
service areas there are multiple franchisees, currently there is only one 
instance where a competing franchisee has actually overbuilt the Systems. 
In one small section in Gwinnett County, another franchised cable 
operator with duplicate cable plant can provide cable service to 
approximately 1,000 of the Northeast Gwinnett system's homes passed.  
In October 1996, Bell Intermedia Services, Inc. ("BIMS"), a subsidiary 
of Bell South, Inc., was granted a franchise by Gwinnett County and 
Roswell, Georgia, to construct and operate a cable television system. 
Subsequently, BIMS was granted a franchise in August 1997 by the City 
of Duluth, Georgia.  At this time, BIMS has activated approximately 30 
residential housing subdivisions, primarily in Gwinnett County, with 
hardwire cable.  These activated subdivisions encompass approximately 900 
occupied passings, of which approximately 650 are customers of the 
Company and 140 are BIMS customers.

Additionally, in February 1996, Metro Cable, Inc., ("Metro Cable"), a 
start up company, was granted by Gwinnett County a franchise to build and 
operate a cable television system in Gwinnett County.  The principals of 
Metro Cable are local to Gwinnett County and the northeastern Georgia 
area and have experience in the construction and operation of cable 
television systems.  Management believes that Metro Cable does not have 
any active business operations at this time and cannot predict the timing 
of Metro Cable's starting construction of its cable system.

The Company is not aware of any company or person that is actively 
seeking a cable franchise from local franchise authorities for areas 
presently served by the Systems other than those already granted to BIMS 
and Metro Cable in Gwinnett County, Duluth and Roswell, Georgia.

Private Satellite Master Antenna Television.  Cable operators face 
additional competition from private satellite master antenna television 
("SMATV") systems that serve condominiums, apartment complexes and other 
private residential developments.  The operators of these SMATV systems 
often enter into exclusive agreements with apartment building owners or 
homeowners' associations.  Due to the widespread availability of 
reasonably priced earth stations, SMATV systems now offer both improved 
reception of local television stations and many of the same satellite-
delivered program services offered by franchised cable systems.  Various 
states have enacted laws to assure franchised cable systems access to 
private residential complexes.  These laws have been challenged in the 
courts with varying results.  Additionally, the 1984 Cable Act gives a 
franchised cable operator the right to use existing compatible easements 
within its franchise area; however, there have been conflicting judicial 
decisions interpreting the scope of this right, particularly with respect 
to easements located entirely on private property.  Further, the FCC in 
1997, adopted new rules that restrict the ability of cable operators to 
maintain ownership of cable wiring inside multi-unit buildings, thereby 
making it less expensive for SMATV competitors to reach those customers. 
See Legislation and Regulation below.  Finally, the FCC in 1998 ruled 
that private cable operators can lease video distribution capacity from 
local telephone companies and, thereby, distribute cable programming 
services over the public rights-of-way without obtaining a franchise. 
This could provide a significant regulatory advantage for private cable 
operators in the future.  The ability of the Company to compete for 
customers in communities served by SMATV operators is uncertain.

Multichannel and Local Multipoint Distribution Service.  Cable television 
systems also compete with wireless program distribution services such as 
multichannel, multipoint distribution service ("MMDS") which use low-
power microwave frequencies to transmit video programming over-the-air 
to customers.  The 1992 Cable Act ensures that MMDS operators have access 
to acquire all significant cable television programming services.  
Although there are MMDS operators who are authorized to provide or are 
providing broadcast and satellite programming to customers in areas 
served by the Company's cable systems, such competition is not yet 
significant.  Recent investments in, or acquisitions of, MMDS companies 
by local phone companies, including BIMS  acquiring a MMDS operation in 
the Atlanta, Georgia market, are likely to substantially increase the 
competitive impact of MMDS services in selected markets throughout the 
country.  BIMS activated a digital MMDS operation in mid-1998 which 
affects portions of Roswell and Gwinnett County, Georgia.  Due to "line-
of-sight" issues, the impact has been minimal.  Additionally, the FCC has 
proposed to allocate frequencies in the 28 GHz band for a new 
multichannel wireless video service similar to MMDS.  The Company is 
unable to predict whether wireless video distribution services, such as 
DBS and MMDS, will have a material impact on its future operations.  
Finally, an emerging technology, local multipoint distribution services 
("LMDS"), could also pose a significant threat to the cable television 
industry, if and when it becomes established.  LMDS, sometimes referred 
to as cellular television, could have the capability of delivering more 
than 100 channels of video programming to a customer's home.  The 
potential impact, however, of LMDS is difficult to assess due to the 
newness of the technology and the absence of any current, fully-
operational LMDS systems.

In August 1995, Heartland Wireless Communications ("HWC") launched an 
MMDS wireless television system in southeast Illinois near the community 
of McLeansboro.  The signal pattern of the MMDS operation covers a radius 
of approximately 35 miles.  The Illinois systems that could be affected 
by this signal pattern are McLeansboro, Mt.  Vernon, Wayne City, 
Woodlawn, Grayville and Sesser/Valier.  Collectively, these systems have 
approximately 9,300 basic customers.  Depending on the headend serving 
a particular community, these systems offer between 31 and 60 basic 
channels for between $28.95 and $31.95 per month.  HWC's basic package 
currently consists of 26 basic channels, including three local broadcast 
channels and 23 cable satellite channels for $27.95 per month.  HBO and 
Cinemax can be added for an additional $9.95 per month.  The company has 
partnered with The Dish Network to provide 70 additional channels for an 
additional $19.95 per month on a separate billing.  HWC filed "Chapter 
11" bankruptcy on December 4, 1998. The Company believes that HWC has had 
no material effect on the Illinois systems.

Wireless One, Inc. operates MMDS wireless television systems near 
Manchester, Tennessee near the Company's Manchester, Tullahoma, 
McMinnville and Lawrenceburg systems.  Depending on the headend serving 
each community, these systems offer between 33 and 60 basic channels for 
between $26.90 and $32.40 per month.  Wireless One, Inc. currently offers 
a basic service package consisting of 30 channels, including local 
broadcast channels and cable satellite channels, for $25.95 per month and 
two premium channels, HBO and Showtime, for $11.95 and $9.95 per month, 
respectively.  Due to the hilly and wooded topography in the area, the 
Manchester, Tullahoma, McMinnville and Lawrenceburg systems are minimally 
affected by the signal pattern of the MMDS operation near Manchester. 
 To date, these MMDS operations have had no material impact on any of the 
Company's Tennessee systems.

VHF/UHF Broadcasters.  Most areas of the United States are covered by 
traditional terrestrial VHF/UHF television broadcasts that typically 
include three to ten channels.  These broadcasters are often low to 
medium power operators with a limited coverage area and provide local, 
network and syndicated programming.  The local content nature of the 
programming may be important to the consumer, and VHF/UHF programming is 
typically free of charge.  The FCC has allocated additional digital 
spectrum to licensed broadcasters.  At least during the transition 
period, each existing television station will be able to retain its 
present analog frequencies and also transmit programming on a digital 
channel that may permit multiple programming services per channel.


Other Potential Competition.  Other new technologies may become 
competitive with non-entertainment services that cable television systems 
can offer.  The FCC has authorized television broadcast stations to 
transmit textual and graphic information useful both to consumers and to 
businesses.  The FCC also permits commercial and non-commercial FM 
stations to use their subcarrier frequencies to provide non-broadcast 
services including data transmissions.  The FCC established an over-the-
air Interactive Video and Data Service that will permit two-way 
interaction with commercial and educational programming along with 
informational and data services.  The expansion of fiber optic systems 
by telephone companies and other common carriers will provide facilities 
for the transmission and distribution of video programming, data and 
other non-video services.  The FCC has held spectrum auctions for 
licenses to provide personal communications services ("PCS").  PCS could 
enable license holders, including cable operators, to provide voice and 
data services.

Advances in communications technology as well as changes in the 
marketplace and the regulatory and legislative environment are constantly 
occurring.  Thus, it is not possible to predict the effect that ongoing 
or future developments might have on the cable industry.

Employees

At December 31, 1998, the Systems had 339 full-time employees and 2 part-
time employees, none of whom are subject to a collective bargaining 
agreement.  The Company considers its relations with its employees to be 
good.  In addition, R & A Management, LLC, which is responsible for 
providing management services to the Company, employs 73 persons.  See 
Item 13 - "Certain Relationships and Related Transactions."

Legislation and Regulation in the Cable Television Industry

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

The 1996 Telecom Act required the FCC to undertake a host of implementing 
rulemakings, the final outcome of which cannot yet be determined.  
Moreover, Congress and the FCC have frequently revisited the subject of 
cable regulation.  Future legislative and regulatory changes could 
adversely affect the Company's operations.  This section briefly 
summarizes key laws and regulations affecting the operation of the 
Company's cable systems and does not purport to describe all present, 
proposed, or possible laws and regulations affecting the Company.

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

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

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


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

In an effort to ease the regulatory burden on small cable systems, the 
FCC has created special rate rules applicable for systems with fewer than 
15,000 customers owned by an operator with fewer than 400,000 customers. 
 The special rate rules allow for a vastly simplified cost-of-service 
showing.  The 1996 Telecom Act provides additional relief for small cable 
operators.  For franchising units with less than 50,000 customers and 
owned by an operator with less than one percent of the nation's cable 
customers (i.e., approximately 600,000 customers), CPST rate regulation 
is automatically eliminated.  The Company believes that the majority of 
its systems qualify for one or both of these forms of small system rate 
relief.

The 1996 Telecom Act sunsets FCC regulation of CPST rates for all systems 
(regardless of size) on March 31, 1999.  However, certain members of 
Congress and FCC officials have called for the delay of this regulatory 
sunset and further have urged more rigorous rate regulation (including 
limits on programming cost pass-thourghs to cable customers) until a 
greater degree of competition to incumbent cable operators has developed. 
 The 1996 Telecom Act relaxes existing uniform rate requirements by 
specifying that uniform rate requirements do not apply where the operator 
faces "effective competition," and by exempting bulk discounts to 
multiple dwelling units, although complaints about predatory pricing 
still may be made to the FCC.

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

Cable entry into telecommunications will be affected by the regulatory 
landscape now being fashioned by the FCC and state regulators.  One 
critical component of the 1996 Telecom Act to facilitate the entry of new 
telecommunications providers (including cable operators) is the 
interconnection obligation imposed on all telecommunications carriers. 
 This requires, for example, that the incumbent local telephone company 
must allow new competing telecommunications providers to connect to the 
local telephone distribution facilities.  In a January 1999 decision, the 
Supreme Court upheld the FCC's fundamental interconnection requirements. 
 However the court ordered the FCC to reconsider to what extent the local 
telephone company must make available for resale separate components of 
its local telephone system.

Telephone Company Entry Into Cable Television.  The 1996 Telecom Act 
allows telephone companies to compete directly with cable operators by 
repealing the historic telephone company/cable cross-ownership ban.  
Local exchange carriers ("LECs"), including the Bell Operating Companies, 
can now compete with cable operators both inside and outside their 
telephone service areas.  Because of their resources, LECs could be 
formidable competitors to traditional cable operators, and certain LECs 
have begun offering cable service.  See "Competition."
  
Under the 1996 Telecom Act, a LEC providing video programming to 
customers will be regulated as a traditional cable operator (subject to 
local franchising and federal regulatory requirements), unless the LEC 
elects to provide its programming via an "open video system" ("OVS"). 
 To qualify for OVS status, the LEC must reserve two-thirds of the 
system's activated channels for unaffiliated entities.  Additionally, a 
January 1999 federal court of appeals decision held that OVS providers 
can be required by local franchising authorities to obtain a franchise 
prior to providing OVS services.


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

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

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

Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a cable 
system from devoting more than 40% of its activated channel capacity to 
the carriage of affiliated national program services.  A companion rule 
establishing a nationwide ownership cap on any cable operator equal to 
30% of all domestic cable customers has been stayed pending further 
judicial review.  The FCC is currently conducting a reconsideration of 
its national customer ownership rules, and it is possible the Commission 
will revise both the national customer cable operator ownership 
limitation and the manner in which it attributes ownership to a cable 
operator.

Must Carry/Retransmission Consent.  The 1992 Cable Act contains broadcast 
signal carriage requirements that allow local commercial television 
broadcast stations to elect once every three years between requiring a 
cable system to carry the station ("must carry") or negotiating for 
payments for granting permission to the cable operator to carry the 
station ("retransmission consent").  Less popular stations typically 
elect "must carry" and more popular stations typically elect 
"retransmission consent."  Must carry requests can dilute the appeal of 
a cable system's programming offerings, and retransmission consent 
demands may require substantial payments or other concessions.  Either 
option has a potentially adverse affect on the Company's business.  The 
burden associated with must-carry obligations could dramatically increase 
if television broadcast stations proceed with planned conversions to 
digital transmissions and if the FCC determines that cable systems must 
carry all analog and digital signals transmitted by the television 
stations.  

Access Channels.  LFAs can include franchise provisions requiring cable 
operators to set aside certain channels for public, educational and 
governmental access programming.  Federal law also requires cable systems 
to designate a portion of their channel capacity (up to 15% in some 
cases) for commercial leased access by unaffiliated third parties.  The 
FCC has adopted rules regulating the terms, conditions and maximum rates 
a cable operator may charge for use of this designated channel capacity, 
but use of commercial leased access channels has been relatively limited. 
 In February of 1997, the FCC released revised rules which mandated a 
modest rate reduction which has made commercial leased access a more 
attractive option for third party programmers, particularly for part-time 
leased access carriage.  

Access to Programming.  To spur the development of independent cable 
programmers and competition to incumbent cable operators, the 1992 Cable 
Act imposed restrictions on the dealings between cable operators and 
cable programmers.  Of special significance from a competitive business 
posture, the Act precludes video programmers affiliated with cable 
companies from favoring cable operators over competitors and requires 
such programmers to sell their programming to other multichannel video 
distributors.  This provision limits the ability of vertically integrated 
cable programmers to offer exclusive programming arrangements to cable 
companies.  Recently, both Congress and the FCC have considered proposals 
that would expand the program access rights of cable's competitors, 
including the possibility of subjecting video programmers who are not 
affiliated with cable operators to all program access requirements.


Inside Wiring.  In a 1997 Order, the FCC established rules that require 
an incumbent cable operator upon expiration or termination of a multiple 
dwelling unit ("MDU") service contract to sell, abandon, or remove "home 
run" wiring that was installed by the cable operator in an MDU building. 
 These inside wiring rules will encourage and facilitate building owners 
in their attempts to replace existing cable operators with new video 
programming providers who are willing to pay the building owner a higher 
fee.  Additionally, the FCC has proposed abrogating all exclusive MDU 
contracts held by cable operators, but at the same time allowing 
competitors to cable to enter into exclusive MDU service contracts.

Other FCC Regulations.  In addition to the FCC regulations noted above, 
there are other FCC regulations covering such areas as equal employment 
opportunity, customer privacy, programming practices (including, among 
other things, syndicated program exclusivity, network program 
nonduplication, local sports blackouts, indecent programming, lottery 
programming, political programming, sponsorship identification, and 
children's programming advertisements), registration of cable systems and 
facilities licensing, maintenance of various records and public 
inspection files,  frequency usage, lockbox availability, antenna 
structure notification, tower marking and lighting, consumer protection 
and customer service standards, technical standards, and consumer 
electronics equipment compatibility.  FCC requirements imposed in 1997 
for Emergency Alert Systems and for providing hearing impaired Closed 
Captioning on programming will result in new and potentially significant 
costs for the Company.   The FCC has the authority to enforce its 
regulations through the imposition of substantial fines, the issuance of 
cease and desist orders and/or the imposition of other administrative 
sanctions, such as the revocation of FCC licenses needed to operate 
certain transmission facilities used in connection with cable operations.

The FCC recently completed a rulemaking designed to encourage and 
facilitate third-party sale of cable converters to cable customers.  
Specifically, the FCC requires cable operators to segregate security 
functions of set top boxes from all other functions by July 1, 2000.  
Additionally, as of January 1, 2005, cable operators can no longer lease 
or sell converter set top boxes that have integrated security and 
navigation functions.  The result of this rulemaking is that cable 
customers will not necessarily obtain their set top boxes from the cable 
operator, but instead, may purchase such set top boxes from third-party 
vendors.  Such third-party sales of previously unmodified cable set top 
boxes could make it more difficult for cable operators to combat theft 
of service.

Internet Service Regulation.  The Company began offering high-speed 
internet service to customers in 1997.  Although there is no significant 
federal regulation of cable system delivery of internet services at the 
current time, and the FCC recently issued a report to Congress finding 
no immediate need to impose such regulation, this situation may change 
as cable systems expand their broadband delivery of internet services. 
 In particular, proposals have been advanced at the FCC that would 
require cable operators to provide access to unaffiliated internet 
service providers and online service providers.  Certain internet service 
providers also are attempting to use existing commercial leased access 
provisions of the Communications Act to gain access to cable system 
delivery.  Finally, some local franchising authorities are considering 
the imposition of mandatory internet access requirements as part of cable 
franchise renewals or transfer approvals.

However, as the cable industry's delivery of internet services develops, 
it is possible that greater federal and/or local regulation could be 
imposed.

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


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

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

Federal law contains renewal procedures designed to protect incumbent 
franchisees against arbitrary denials of renewal.  Even if a franchise 
is renewed, the franchise authority may seek to impose new and more 
onerous requirements such as significant upgrades in facilities and 
services or increased franchise fees as a condition of renewal.  
Similarly, if a franchise authority's consent is required for the 
purchase or sale of a cable system or franchise, such authority may 
attempt to impose more burdensome or onerous franchise requirements in 
connection with a request for consent.  Historically, franchises have 
been renewed for cable operators that have provided satisfactory services 
and have complied with the terms of their franchises. 

<PAGE>
ITEM 2 - PROPERTIES

In connection with its operation of cable television systems, the Company 
owns or leases real property for signal reception sites (antenna towers 
and headends), microwave facilities and business offices.  The Company 
believes that its properties, both owned and leased, are in good 
condition and are suitable and adequate for the Company's business 
operations.

The Systems' distribution plant generally is attached to utility poles 
under pole rental agreements with local public utilities, although in 
some areas the plant is buried in underground ducts or trenches.  The 
physical components of the Systems require maintenance and periodic 
upgrading to keep pace with technological advances.

ITEM 3 - LEGAL PROCEEDINGS

Other than customary administrative proceedings incidental to the conduct 
of its business, the Company is not involved in any other pending legal 
proceedings.  The Company does not believe that any of these 
administrative proceedings will have a material adverse effect on its 
financial condition or results of operations or cash flows.

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

No matter was submitted during the the fiscal year covered by this report 
to a vote of security holders.

<PAGE>
PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER 
MATTERS

There is no established public trading market for any of the registrants' 
equity securities.  All 1,000 outstanding shares of common stock of RACC 
are owned by the Partnership.  RACC has not declared any cash dividends 
on such common stock in the last two fiscal years and has no present 
intention to pay cash dividends in the foreseeable future.  The 
Partnership interests of the Partnership are held by sixteen holders.

Within the past year, the Registrants have not issued any securities 
without registration under the Securities Act.

ITEM 6 - SELECTED FINANCIAL DATA

The selected consolidated financial data set forth on the following pages 
as of December 31, 1998 and 1997 and, for the years ended December 31, 
1998, 1997 and 1996, have been derived from, and are qualified by 
reference to, the audited financial statements of the Company included 
herein.  The selected consolidated financial data set forth on the 
following page as of December 31, 1995 and 1994, and for the four months 
ended December 31, 1995 and the eight months ended August 31, 1995, and 
for the year ended December 31, 1994 have been derived from the Company's 
audited financial statements not included herein.  Because of the 
Recapitalization, the Company's results of operations for the four month 
period from September 1, 1995 to December 31, 1995 and for the year ended 
December 31, 1996, 1997 and 1998 are not comparable to results for prior 
periods.  The Company's acquisitions of cable television systems during 
the year ended December 31, 1996 included in the selected consolidated 
financial data presented below, materially affect the comparability with 
data from previous periods.  Recent federal legislation and related 
existing and pending FCC regulation applicable to cable television 
companies could have a material adverse impact on the Company's business 
in the future.  The selected consolidated financial data set forth below 
should be read in conjunction with, and is qualified by reference to, 
"Management's Discussion and Analysis of Financial Condition and Results 
of Operations" and the consolidated financial statements of the Company 
(including accompanying notes) included thereto (amounts in thousands 
except Operating Data).
<PAGE>
<TABLE>



			  			                         
                                                                The Company                                    RAP L.P.
<CAPTION>
                                                                            Combined                       
                                             Year       Year      Year      Year        Four            Eight      
                                             Ended      Ended     Ended     Ended       Months          Months     Year             
                                             Dec. 31,   Dec. 31,  Dec. 31,  Dec. 31,    Ended           Ended      Ended   
                                             1998       1997      1996      1995(a)     12/31/95        8/31/95    12/31/94
<S>                                          <C>        <C>       <C>       <C>         <C>             <C>        <C>
Statement of Operations Data:
Revenue                                      $  89,921  $ 84,325  $ 71,285   $50,208     $17,301        $ 32,907    $ 44,889
Costs and Expenses:
   Operating expense                            13,305    14,147    10,363     7,311       2,634           4,677       7,146 
   Programming expense                          18,021    15,679    14,109    10,163       3,496           6,667       8,530 
   Selling, general and
      administrative expense                    13,757    12,695    11,353     7,054       2,486           4,568       6,090
   Depreciation and amortization                37,214    38,631    35,298    15,825       8,200           7,625      13,154 
   Management fees                               3,147     2,951     2,475     2,251         606           1,645       2,244 
   Costs associated with
      transfer of net assets                         -         -         -       441           -             441           -
   Loss on disposal of assets                    3,437     7,835     1,357       506         275             231         128 
      Total costs and expenses                  88,881    91,938    74,955    43,551      17,697          25,854      37,292 
  
Operating income (loss)                          1,040    (7,613)   (3,670)    6,657        (396)          7,053       7,597 
Gain from sale of cable systems                (42,863)        -         -         -           -               -   
Interest expense                                23,662    23,765    21,607    18,871       4,252          14,619      18,008 
 	    
Income (loss) before income taxes
   and extraordinary item                       20,241   (31,378)  (25,277)  (12,214)     (4,648)         (7,566)    (10,411)
Income tax expense (benefit)                    (4,178)   (5,335)   (3,646)   (3,232)     (1,674)         (1,558)      1,558 
Income (loss) before extraordinary item         24,419   (26,043)  (21,631)   (8,982)     (2,974)         (6,008)    (11,969)
Extraordinary item- Loss on early
   retirement of debt                                -         -         -     1,699           -               -           - 
        Net income (loss)                     $ 24,419  $(26,043) $(21,631) $(10,681)    $(2,974)       $ (7,707)   $(11,969)

Other Financial Data:
   Capital expenditures
      (excluding acquisitions)                $ 26,355  $ 28,009  $ 16,897  $  7,479     $  3,360       $  4,119    $  6,280 
   Adjusted EBITDA(b)                           42,811    39,712    33,085    23,429        8,079         15,350      20,879 

Operating Data:
   Homes passed                                261,246   266,465   241,317   174,054            -              -     165,740 
   Basic customers                             190,091   199,455   185,188   132,271            -              -     124,059 
   Basic penetration                              73.1%     74.9%     76.7%     76.0%           -              -        74.9%
   Premium service units                       117,258   108,729   108,118    80,385            -              -      74,913 
   Premium penetration                            61.4%     54.5%     58.4%     60.8%           -              -        60.4%
   Average monthly revenue
      per basic customer(c)                     $38.39    $36.54    $34.13    $32.65            -              -      $31.19 

Balance Sheet Data (at end of period):
   Total assets                               $317,304  $302,040  $299,833         -    $ 238,045              -    $ 95,210 
   Total debt                                  224,575   229,500   198,500         -      137,500              -     166,833 
   Redeemable partners' interests
      and detachable warrants                   10,180     7,387     4,862         -        3,600              -       2,739  
   Total partners' capital (deficit)            54,002    32,436    61,005         -       68,898              -     (85,057) 

<FN>
(a)	Reflects the historical financial data of the Company for the eight months ended August 31, 1995 and the four months
        ended December 31, 1995, combined for convenience purposes.  See "Management's Discussion and Analysis of Financial
        Condition and Results of Operations" and consolidated financial statements of the Company.

(b)	Adjusted EBITDA represents income (loss) before interest expense, income taxes, depreciation and amortization, costs
        associated with the transfer of net assets, loss on disposal of assets, incentive plan expense, escrow income and
        extraordinary item, and gain from sale of cable systems.  Industry analysts generally consider Adjusted EBITDA to be
        an appropriate measure of the performance of multi-channel television operations.  Adjusted EBITDA is not presented in
        accordance with generally accepted accounting principles and should not be considered an alternative to, or more
        meaningful than, operating income or operating cash flow as an indication of the Company's operating performance.

(c)	The average monthly revenue per basic customer for the year ended December 31, 1996 has been calculated on a pro forma
        basis, as if the acquisitions of certain Tennessee systems had occurred on December 31, 1995.
</TABLE>
<PAGE>

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

Special Note Regarding Forward-Looking Statements

Certain statements in this Form 10-K, including the sections entitled 
"Business" and "Management's Discussion and Analysis of Financial 
Condition and Results of Operations," constitute "forward-looking 
statements"  within the meaning of the Private Securities Litigation 
Reform Act of 1995 (the "Reform Act").  The words "believes," "expects," 
"intends," "strategy," "considers" or "anticipates" and similar 
expressions identify forward-looking statements.  

Forward-looking statements include, but are not limited to, statements 
under the following headings:  (i) "Business - Business Strategy" about 
the effect of consolidation of operations on Adjusted EBITDA, the 
intention to rebuild the bandwidth of the Company's Systems and the 
commitment to extend the Company's distribution systems; (ii) "Business 
- Programming and Service Offerings" about the Company's plans to 
continue cost-reducing product switchouts and belief regarding continued 
access to cable programming at reasonable prices; (iii) "Business - 
Systems Operations" regarding the Company's belief that its management 
structure enhances the effectiveness of customer service efforts and 
assists in the maintenance of good relations among franchise authorities; 
(iv) "Business - Technology and Engineering" about the Company's plans 
to reduce the number of headends to lower costs and promote efficiency 
and the Company's intention to use digital compression technology; (v) 
"Business - Competition" about the materiality of the effect of certain 
competitors; (vi) "Business - Legislation and Regulation in the Cable 
Television Industry; about the Company's belief that the majority of its 
systems qualify for small system rate relief; (vii) "Management's 
Discussion and Analysis of Financial Conditions and Results of Operations 
- Liquidity and Capital Resources" about the sufficiency of the expected 
cash flow of the Company; and (viii) "Management's Discussion and 
Analysis of Financial Conditions and Results of Operations - Year 2000" 
about the expected financial impact of the Year 2000 problem on the 
Company.

The Company does not undertake to update, revise or correct any of the 
forward-looking information.  Such forward-looking statements involve 
known and unknown risks, uncertainties, and other factors which may cause 
the actual results, performance, or achievements of the Company to be 
materially different from any future results, performance, or 
achievements expressed or implied by such forward-looking statements. 
 Such factors include, among others, the following:

    *   Competition in the television programming industry, including 
        competition from other companies providing programming via cable, 
        DBS, telephone lines, SMATV, MMDS or LMDS.  See "Business - 
        Competition";
    *   The Company's substantial leverage and the risk that the Company may 
        be unable to service or repurchase the Partnership's and RACC's 
        debt.  See "Management's Discussion and Analysis of Financial 
        Conditions and Results of Operations - Liquidity and Capital 
        Resources";
    *   Certain restrictions imposed by the terms of the Company's 
        indebtedness, including the ability to incur additional 
        indebtedness, incur liens, pay distributions or make other 
        restricted payments, consummate asset sales, enter into certain 
        transactions with affiliates, merge or consolidate with other 
        persons or sell, assign, transfer, lease, convey or dispose of all 
        or substantially al of the assets of the Company.  see "Management's 
        Discussion and Analysis of Financial Conditions and Results of 
        Operations - Liquidity and Capital Resources;"
    *   Increases in the costs of cable programming the Company provides to 
        consumers in its Systems and the inability to have access to 
        sufficient cable programming.  See "Business - Programming and 
        Service Offerings - Programming";
    *   The ongoing need for significant capital expenditures to expand the 
        Company's cable Systems, conduct routine replacement of cable 
        television plant and increase channel capacity of certain Systems. 
        See "Business - Business Strategy - System Enhancement" and 
        "Management's Discussion and Analysis of Financial Conditions and 
        Results of Operations - Liquidity and Capital Resources."  The 
        inability of the Company to fund such capital expenditures could 
        have a materially adverse impact on the Company;
    *   The potential for the termination of franchises by local franchise 
        authorities or renewal of such franchises on less favorable terms, 
        either of which could have a materially adverse impact on the 
        Company's results of operations;
    *   The non-exclusivity of franchises which could permit other cable 
        programming providers the opportunity to compete directly with the 
        Company's Systems.  See "Business - Competition - Other Cable 
        Companies";
    *   Changes in or the inability to comply with government regulation in 
        the cable television industry.  See "Business - Legislation and 
        Regulation in the Cable Television Industry";
    *   The Company's dependence on key personnel in executing the Company's 
        plans, including Monroe M. Rifkin, Chairman of R & A, Kevin B. 
        Allen, Vice Chairman and Chief Executive Officer of R & A and 
        Jeffrey D. Bennis, President and Chief Operating Officer of R & A, 
        the loss of any of whom could have a materially adverse impact on 
        the Company;
    *   Uncertainties regarding Year 2000 issues which could materially 
        adversely impact the Company, including the failure to identify and 
        correct all computer codes and embedded chips or otherwise obtain 
        Year 2000 readiness or the failure of third parties with which the 
        company transacts business to achieve Year 2000 readiness.  See 
        "Management's Discussion and Analysis of Financial Conditions and 
        Results of Operations  - Year 2000";
    *   The dependence upon distributions to the Partnership from the 
        Partnership's subsidiaries.  The Company derives a substantial 
        portion of operating income from its subsidiaries which funds are 
        necessary for the Company to meet its obligations; and
    *   Potential conflicts of interest arising out of the relationship 
        between the Company, RACC, and affiliates.  R & A Management, LLC 
        ("RML"), which is controlled by Monroe M. Rifkin through Mr. 
        Rifkin's ownership of RML's managing member R & A, manages all 
        aspects of the business and operations for he Company for a 
        management fee.  Certain decisions concerning the management of the 
        Company may present conflicts of interest between the Company and 
        RML.  See "Certain Relationships and Related Transactions."

Where any such forward-looking statement includes a statement of the 
assumptions or bases underlying such forward-looking statement, the 
Company cautions that, while it believes such assumptions or bases to be 
reasonable and makes them in good faith, assumed facts or bases almost 
always vary from actual results, and the differences between assumed 
facts or bases and actual results can be material, depending upon the 
circumstances.  Where, in any forward-looking statement, the Company, or 
its management expresses an expectation or belief as to the future 
results, such expectation or belief is expressed in good faith and 
believed to have a reasonable basis, but there can be no assurance that 
the statement of expectation or belief will result or be achieved or 
accomplished.

Results of Operations

1998 compared to 1997

Revenue increased 6.7%, or approximately $5.6 million, to $89.9 million 
for the year ended December 31, 1998 from $84.3 million for the year 
ended December 31, 1997.  This increase resulted from approximately $8.6 
million in growth in basic customers and increases in basic and tier 
rates, and approximately $1.2 million in total revenue as a result of the 
systems acquired in Manchester and Shelbyville, Tennessee (the "ACT V 
Acquisition") in April 1997 offset by approximately $4.2 million in total 
revenue decreases due to the January 31, 1998 sale of systems serving 
Bridgeport and Bad Axe, Michigan (the "Michigan Sale").  Basic customers 
decreased 4.3% to approximately 191,000 at December 31, 1998 from 
approximately 199,500 at December 31, 1997.  This decrease was 
attributable to the approximate 11,200 customers related to the Michigan 
Sale,  offset by an approximate 400 customer increase related to the 
December 31, 1998 swap of systems in Paris and Piney Flats, Tennessee for 
systems in Crossville and Lewisburg, Tennessee(the "Tennessee Swap") as 
well as growth in Georgia (3,400 or 5.9%).  Average monthly revenue per 
customer increased 5.1% from $36.54 for the twelve months ended December 
31, 1997 to $38.39 for 1998 primarily a result of acquisition timing and 
rate increases.  Premium service units increased 7.8% to approximately 
117,300 as of December 31, 1998, from approximately 108,700 as of 
December 31, 1997, as a result of the Michigan Sale (5,800) offset by 
increases in Georgia (7,700), Tennessee (3,400) and Illinois (3,300). 
 The Company's premium penetration increased to 61.4% from 54.5% between 
1998 and 1997.

Operating expense, which includes costs related to technical personnel, 
franchise fees and repairs and maintenance, decreased 6.0%, or 
approximately $800,000  to approximately $13.3 million for the twelve 
months ended December 31, 1998, and decreased as a percentage of revenue 
to 14.8% from 16.8%.   Approximately $600,000 of the decrease related to 
the Michigan Sale along with small decreases in numerous expense 
categories due to tighter expense controls offset by an approximate 
$200,000 increase related to the operating expense of the acquired 
systems in the ACT V Acquisition.


Programming expense, which includes costs related to basic, tier and 
premium services, increased 14.9%, or approximately $2.3 million to 
approximately $18.0 million for the twelve months ended December 31, 1998 
from approximately $15.7 million for the twelve months ended December 31, 
1997, and increased as a percentage of revenue to 20.0% from 18.6%.  
Approximately $300,000 of the increase relates to the programming 
expenses of the acquired systems in the ACT V Acquisition, along with 
lower programmer co-op credits offset by an approximate $1.0 million 
decrease related to the Michigan Sale.  The remainder of the increase is 
due to program vendor rate increases and the addition of programming in 
certain systems.

Selling, general and administrative expense, which includes expenses 
related to on-site office and customer-service personnel, customer 
billing and postage and marketing, increased 8.4%, or approximately $1.1 
million to approximately $13.8 million for the twelve months ended 
December 31, 1998 from $12.7 million for the same period in 1997.  As a 
percentage of revenue, selling, general and administrative expense 
increased to 15.3% for the twelve months ended December 31, 1998  from 
15.1% in 1997.  Approximately $200,000 of the increase related to the 
selling, general and administrative expense of the acquired systems in 
the ACT V Acquisition, offset by an approximate $500,000 decrease related 
to the Michigan Sale.  The remainder of the increase related primarily 
to increased wages and benefits.

Depreciation and amortization expense of approximately $37.2 million for 
the twelve months ended December 31, 1998 increased approximately $1.4 
million from the twelve months ended December 31, 1997.  The increase in 
depreciation resulted primarily from increases of approximately $26.4 
million in 1998 and approximately $28.0 million in 1997 in property, 
plant and equipment.  The decreases in amortization expense resulted 
primarily from the amortization of franchise cost related to the ACT V 
Acquisition offset by the reduction in franchise cost related to the 
Michigan Sale.  As a percentage of revenue, depreciation and amortization 
expenses decreased to 41.4% in 1998 from 45.8% in 1997.

Management fees, equal to 3.5% of gross revenue, of approximately $3.1 
million in 1998 increased approximately $200,000 from the twelve months 
ended December 31, 1997 due to the increase in the Company's revenue as 
a result of rate increases and increased customers as well as the ACT V 
Acquisition.

The gain from the sale of assets of approximately $42.9 million is a 
result of the Michigan Sale ($6.0) and the Tennessee Swap ($36.9).

The loss on disposal of assets, primarily the write-off of replaced house 
drops and rebuilt trunk and distribution equipment decreased to 
approximately $3.4 million in 1998 from an approximate $7.8 million loss 
in 1997.  

Interest expense during 1998 decreased approximately $100,000 from the 
twelve months ended December 31, 1997  and decreased as a percentage of 
revenue from 28.2% to 26.3%.  Interest expense was based on an average 
debt balance of $227.0 million with an average interest rate of 10.6% and 
an average debt balance of $214.0 million with an average interest rate 
of 10.8% for 1998 and 1997, respectively. The debt decrease was primarily 
a result of the increased borrowings related to the ACT V Acquisition 
offset by the debt retirement related to the Michigan Sale as well as 
increased cash provided by operating activities.

The Partnership is a "pass-through" entity for income tax purposes.  All 
income or loss flows through to the partners of the Partnership in 
accordance with the Partnership Agreement.  The income tax benefit 
relates to deferred income taxes recorded as a result of the non-cash tax 
liability of the Company's corporate subsidiaries in conjunction with the 
application of Financial Accounting Standard No. 109 (FAS 109), 
"Accounting for Income Taxes."  An income tax benefit of approximately 
$4.2 million was recorded in 1998 compared to an income tax benefit of 
approximately $5.3 million from the twelve months ended December 31, 
1997. 

As a result of the factors discussed above, the Company experienced Net 
Income of approximately $24.4 million in 1998, compared with an 
approximate $26.0 million loss in 1997.


Adjusted EBITDA, defined as income (loss) before interest expense, income 
taxes, depreciation and amortization, loss on disposal of assets, gain 
from the sale of  assets and the non-cash provision for the management 
incentive plan, increased 7.8%, or approximately $3.1 million to $42.8 
million in 1998 from $39.7 million for 1997.  As a percent of revenue, 
Adjusted EBITDA increased to 47.6% in 1998 from 47.1% for 1997.  Industry 
analysts generally consider Adjusted EBITDA to be an appropriate measure 
of the performance of multi-channel television operations.  Adjusted 
EBITDA is not presented in accordance with generally accepted accounting 
principles and should not be considered an alternative to, or more 
meaningful than, operating income or operating cash flow as an indication 
of the Company's operating performance.

1997 compared to 1996

Revenue increased 18.2%, or $13.0 million, to $84.3 million for the year 
ended December 31, 1997 from $71.3 million for the year ended December 
31, 1996.  This increase resulted from the following:  (a) approximately 
$5.8 million from growth in basic customers and increases in basic and 
tier rates, (b) approximately $2.3 million in total revenue as a result 
of the March 1, 1996 acquisition of cable systems serving Hickory Hill, 
Lebanon and McMinnville, Tennessee (the "Mid-Tennessee Acquisition"), 
 (c) approximately $1.1 million in total revenue as a result of the April 
1, 1996 acquisition of cable systems serving Fayetteville, Lawrenceburg 
and Pulaski, Tennessee (the "RCT Acquisition"), and (d) approximately 
$3.3 million in total revenue as a result of the April 1, 1997 
acquisition of cable systems serving Manchester and Shelbyville, 
Tennessee (the "ACT V Acquisition").  Basic customers increased 7.7% to 
approximately 199,500 at December 31, 1997 from approximately 185,200 at 
December 31, 1996.  This increase was attributable to the approximate 
11,600 customers acquired in the ACT V Acquisition,  as well as continued 
growth in Georgia (4,100 or 7.8%) offset by losses in Tennessee (800 or 
 .8%) systems.  Average monthly revenue per customer increased 7.1% from 
$34.13 for the year ended December 31, 1996 to $36.54 for 1997.  Premium 
service units increased .6% to approximately 108,700 as of December 31, 
1997, from approximately 108,100 as of December 31, 1996, as a result of 
the ACT V Acquisition ( 7,400) offset by decreases in all markets due to 
moving the Disney Channel from premium to tier.  The Company's premium 
penetration decreased to 54.5% from 58.4% between 1997 and 1996 due to 
moving the Disney Channel from premium to tier in nearly all systems.

Operating expense, which includes costs related to technical personnel, 
franchise fees and repairs and maintenance, increased 36.5%, or 
approximately $3.8 million to approximately $14.1 million for the year 
ended December 31, 1997 from approximately $10.4 million in 1996, and 
increased as a percentage of revenue to 16.8% from 14.5%.  Approximately 
$500,000,  $200,000 and $600,000 of the increase relates to the operating 
expense of the acquired systems in the Mid-Tennessee Acquisition, RCT 
Acquisition, and ACT V Acquisition, respectively.  Approximately $900,000 
of the increase relates to higher salaries and benefits as a result of 
added technical personnel and annual wage increases and approximately 
$400,000 of the increase relates to higher franchise fees as a result of 
increased revenue.

Programming expense, which includes costs related to basic, tier and 
premium services, increased 25.1%, or approximately $3.7 million, to 
approximately $18.4 million for the year ended December 31, 1997 from 
approximately $14.7 million for the year ended December 31, 1996, and 
increased as a percentage of revenue to 21.9% from 20.7%.  Approximately 
$500,000, $300,000 and $800,000 of the increase relates to the 
programming expenses of the acquired systems in the Mid-Tennessee 
Acquisition, RCT Acquisition, and ACT V Acquisition, respectively.  The 
remainder of the increase is due to program vendor rate increases and the 
addition of programming in certain systems.

Selling, general and administrative expense, which includes expenses 
related to on-site office and customer-service personnel, customer 
billing and postage and marketing, decreased 7.3%, or approximately 
$800,000 to approximately $9.9 million for the year ended December 31, 
1997 from $10.7 million for the same period in 1996.  As a percentage of 
revenue, selling, general and administrative expense decreased to 11.8% 
for the year ended December 31, 1997 from 15.1% in 1996.  The expense 
decrease was due to an approximate $1.9 million increase in programmer 
cooperative and marketing launch cost reimbursements, partially offset 
by an approximate $200,000 increase resulting from the increase in the 
provision for the management incentive plan which became effective 
January 1, 1996, an approximate $100,000  increase  from increases in 
personnel and related benefits costs,  an approximate $100,000  increase 
from higher customer billing costs, and approximately $300,000, $200,000 
and $400,000 related to the selling, general and administrative expense 
of the acquired systems in the Mid-Tennessee Acquisition, RCT Acquisition 
and ACT V Acquisition, respectively.

Depreciation and amortization expense of approximately $38.6 million for 
the year ended December 31, 1997 increased approximately $3.3 million 
from the year ended December 31, 1996 .  The increases in depreciation 
resulted primarily from increases of approximately $16.9 million in 1996 
and approximately $28.0 million in 1997 in property, plant and equipment. 
 The increases in amortization expense resulted primarily from the 
amortization of franchise cost related to the Mid-Tennessee Acquisition, 
RCT Acquisition and ACT V Acquisition, respectively.  As a percentage of 
revenue, depreciation and amortization expenses decreased to 45.8% in 
1997 from 49.5% in 1996.


Management fees, equal to 3.5% of gross revenue, of approximately $2.9 
million in 1997 increased approximately $500,000 from the year ended 
December 31, 1996 due to the increase in the Company's revenue as a 
result of rate increases and increased customers as well as the Mid-
Tennessee Acquisition, RCT Acquisition and ACT V Acquisition.

The loss on disposal of assets, primarily the write-off of replaced house 
drops and rebuilt trunk and distribution equipment, increased to 
approximately $7.8 million in 1997 from approximately $1.4 million in 
1996.

Interest expense during 1997 increased approximately $2.2 million from 
the year ended December 31, 1996  and decreased as a percentage of 
revenue from 30.3% to 28.2%.  Interest expense was based on an average 
debt balance of $220.5 million with an average interest rate of 10.8% and 
an average debt balance of $202.9 million with an average interest rate 
of 10.6% for 1997 and 1996, respectively. This increase was primarily a 
result of the increased borrowings related to the ACT V Acquisition.

The Partnership is a "pass-through" entity for income tax purposes.  All 
income or loss flows through to the partners of the Partnership in 
accordance with the Partnership Agreement. An income tax benefit of 
approximately $5.3 million was recorded in 1997  compared to an income 
tax benefit of approximately $3.7 million from the year ended December 
31, 1996.  The income tax benefit relates to deferred income taxes 
recorded as a result of the non-cash tax liability of the Company's 
corporate subsidiaries in conjunction with the application of Financial 
Accounting Standard No. 109 (FAS 109), "Accounting for Income Taxes."

As a result of the factors discussed above, net loss increased 20.4%, or 
approximately $4.4 million in 1997 compared with 1996.

Adjusted EBITDA, defined as income (loss) before interest expense, income 
taxes, depreciation and amortization, loss on disposal of assets, non-
recurring interest income (related to the escrowed notes proceeds) and 
the non-cash provision for the management incentive plan, increased 20%, 
or approximately $6.6 million to $39.7 million in 1997 from $33.1 million 
for 1996.  As a percent of revenue, Adjusted EBITDA increased to 47.1% 
in 1997 from 46.4% for 1996.  Industry analysts generally consider 
Adjusted EBITDA to be an appropriate measure of the performance of multi-
channel television operations.  Adjusted EBITDA is not presented in 
accordance with generally accepted accounting principles and should not 
be considered an alternative to, or more meaningful than, operating 
income or operating cash flow as an indication of the Company's operating 
performance.

Liquidity and Capital Resources

The Company has relied upon cash generated by operations, borrowings and 
equity contributions to fund capital expenditures and acquisitions, 
service its indebtedness and finance its working capital needs.  During 
the comparable twelve month periods ended December 31, 1998 and 1997, net 
cash provided by operations (including changes in working capital) of the 
Company was approximately $17.3 million and $16.5 million, respectively. 
 

From December 31, 1997 to December 31, 1998, the Company's available cash 
and cash equivalents increased from approximately $1.9 million to 
approximately $2.3 million.  Customer accounts receivable increased 
approximately $300,000 while other receivables increased approximately 
$500,000, both primarily a result of the timing of receipts. Customer 
deposits and prepayments increased approximately $100,000 to 
approximately $1.7 million from year to year primarily a result of the 
timing of customer payments.  Interest payable decreased approximately 
$100,000 to approximately $7.2 million for the same comparable periods 
due primarily to the effect of the timing of payments.  Also, for the 
same comparable periods, deferred taxes payable decreased approximately 
$4.2 million to approximately $7.9 million as a result of differences in 
book and tax depreciation and amortization lives and methods.  Notes 
payable decreased by $4.9 million from December 31, 1997 to December 31, 
1998 due primarily to the borrowings related to the ACT V Acquisition 
offset by the debt retirement related to the proceeds from the Michigan 
Sale.


The Company has decreased its total consolidated debt to $224.6 million 
as of December 31, 1998 from $229.5 million at December 31, 1997.  The 
Company has unused commitments under the Amended and Restated Credit 
Agreement of $30.0 million, all of which is available for general 
corporate and/or acquisition purposes.  Access to the remaining 
commitments under the Credit Agreement for general corporate purposes or 
Permitted Acquisitions (as defined in the Amended and Restated Credit 
Agreement) is subject to the Company's compliance with all covenants in 
such facility and the Company's Total Funded Debt Ratio (defined as the 
ratio of funded indebtedness of the Company to annualized Adjusted EBITDA 
based on the most recent quarter) being below 5.50.  As of December 31, 
1998, the Company's Total Funded Debt Ratio was 4.65.  Interest payments 
on the Notes and interest and principal payments under the Amended and 
Restated Credit Agreement represent significant liquidity requirements 
for the Company.  The Amended and Restated Credit Agreement provides for 
two term loan facilities in a total amount of $65 million.  Term Loan A 
in the original amount of $25 million was paid down to $21.6 million 
based upon a portion of the proceeds from the Michigan Sale, matures on 
March 31, 2003 and begins amortizing on March 31, 2000.  Term Loan B in 
the amount of $40 million, matures March 31, 2004 and begins amortizing 
March 31, 2002.  The Amended and Restated Credit Agreement also provides 
for an $80 million reducing revolving facility with a final maturity date 
of March 31, 2003.  The revolving facility was subject to permanent 
annual commitment reductions commencing in 1997 with a remaining 
commitment as of December 31, 1998  of $65.0 million.   Borrowings under 
the Amended and Restated Credit Agreement will bear interest at floating 
rates and will require interest payments on various dates depending upon 
the interest rate options selected by the Company.

In addition to its debt service obligations, the Company will require 
liquidity for capital expenditures and working capital needs.  The cable 
television business requires substantial capital for construction, 
expansion and maintenance of plant and the Company has committed 
substantial capital resources to (i) expand its cable systems; (ii) 
conduct routine replacement of cable television plant; and (iii) increase 
the channel capacity of certain systems.

The Company expects that cash flow from operating activities and 
available borrowings will be sufficient to meet its debt service 
obligations, anticipated capital expenditure requirements and working 
capital needs for the next twelve months, as well as through the maturity 
date of the Notes.

The Amended and Restated Credit Agreement and the Indenture restrict, 
among other things, the Company's and the Subsidiary Guarantors' ability 
to incur additional indebtedness, incur liens, pay distributions or make 
certain other restricted payments, consummate certain asset sales, enter 
into certain transactions with affiliates, merge or consolidate with any 
other person or sell, assign, transfer, lease, convey or otherwise 
dispose of all or substantially all of the assets of the Company.  The 
Amended and Restated Credit Agreement also requires the Company to 
maintain specified financial ratios and satisfy certain financial 
condition tests.  The obligations under the Amended and Restated Credit 
Agreement are secured by (i) a pledge of all of the equity interest of 
the Company's subsidiaries and (ii) subject to certain exceptions, a 
perfected first priority security interest in all tangible and intangible 
assets.

Year 2000

As many computer software, hardware, and other equipment with embedded 
chips or processors (collectively, the Abusiness systems@) use only two 
digits to represent the year, they may be unable to process accurately 
certain data before, during or after the year 2000.  As a result, 
business and governmental entities are at risk for possible 
miscalculations or systems failures causing disruptions in their business 
operations.  This is commonly known as the Year 2000 issue.

During 1998, the Company began an enterprise-wide, comprehensive effort 
to assess and remediate Year 2000 issues in the following areas: (a) the 
Company's technology systems, including software and computer and 
peripheral hardware used in the Company's operations, (b) electronic data 
interchange systems, (c) non-information technology systems (embedded 
technology), including PBX and voice messaging systems, heating and air 
conditioning systems, alarm systems, predictive dialers, radio 
communication systems and other support role systems, and (d) Year 2000 
compliance of entities or persons from  which the Company retrieves or 
receives data or products (including states, counties and other vendors) 
and third parties which the Company has a material relationship.  The 
Company undertook this action to ensure their computer systems and 
related software, facilities, and equipment, process and store 
information in the Year 2000 and thereafter.  The Company's Year 2000 
remediation efforts include an assessment of its critical systems, 
including customer service and billing systems, information systems, and 
product reception and distribution systems.  


The Company has a Year 2000 Task Force (ATask Force@) and includes 
representatives from all business divisions.  The Task Force is 
responsible for overseeing the remediation efforts and ensures that all-
necessary action and resources are in place.  The Task Force has 
implemented a six phase plan to identify and repair Year 2000 affected 
systems:  (i) inventory systems to identify potentially date-sensitive 
systems, including third party-products; (ii) assess the systems for Year 
2000 compliance and evaluate the actions necessary to bring it into 
compliance; (iii) remediation of the system by modifying, upgrading or 
replacing the system; (iv) testing the corrected systems;  (v) deploy the 
corrected system; and (vi) monitor the corrected system. 

Inventory assessment and remediation of the information systems is 
substantially complete.  Significant progress has been made to complete 
the testing and deployment, which is scheduled for completion by June 30, 
1999.

Inventory and assessment of the cable system facilities, which includes 
the customer service, and product reception and distribution systems, are 
substantially complete.   Remediation, testing and deployment are 
collectively approximately 50% complete and are scheduled to be completed 
by September 30, 1999.

The Company is continuing its survey of the significant third-party 
vendors and suppliers whose systems, services or products that are 
important to the Company's operations.  The Company has received 
information that critical systems, services and products supplied to the 
Company by third parties are Year 2000 compliant or are expected to be 
Year 2000 compliant before the year 2000.  Third-party vendors and 
suppliers whose systems will not be compliant before the year 2000 have 
been replaced, will be scheduled to be replaced or a contingency plan 
will be developed to accommodate the vendor or supplier.  Although the 
Company believes that its own internal systems will be Year 2000 
compliant, no assurance can be given that the systems of the external 
sources of the Company's data, telephone and utility providers, customers 
and other third parties which the Company has a materiel relationship 
will be Year 2000 compliant.  The Company will be continuing to contact 
these entities during 1999 to assess their state of Year 2000 readiness 
and to plan changes that may be necessary to prevent any Year 2000 impact 
on the Company's systems.  Depending on the length of time the 
contingency plans remain in effect, they could have an adverse effect on 
the Company's business, operations and financial condition.

The Task Force will coordinate the development of contingency plans in 
the event the Company's plan to identify and repair Year 2000 affected 
systems is not completed by their scheduled completion dates.  The 
Company expects to have solidified its contingency plans by no later than 
June 30, 1999.

The remediation and testing of the Company's business systems will cost 
an estimated $200,000.  These costs are to be expensed in the period 
incurred and funded through cash flows from operations.  Expenses to date 
have approximated $50,000.  The financial impact is not expected to be 
material to the Company's financial position or results of operations.

The scheduled completion dates and costs associated with the various 
components of the Year 2000 compliance plan described above are estimated 
and are subject to change.

The Company believes that it has and will continue to devote the 
resources necessary to achieve Year 2000 readiness in a timely manner. 
 However, there can be no assurance that the Company's internal systems, 
the systems of others on which the Company relies, or the systems of the 
Company's customers will be Year 2000 ready in a timely and appropriate 
manner or that the Company's contingency plans or the contingency plans 
of others on which the Company relies will mitigate the effects of the 
Year 2000 problem.  Currently, the Company believes that the most 
reasonable likely worst case scenario would be its inability to receive 
and/or retransmit product to their customers and the failure of customer 
service and billing systems.  While the Company does not expect this 
scenario to occur, if it did occur, it could result in the reduction of 
the Company's operations, despite the successful execution of the 
Company's business continuity and contingency plans, and accordingly, 
have an adverse effect on the Company's business, operations and 
financial condition.

The forgoing discussion under the heading "Year 2000" constitutes and is 
denominated as "year 2000 readiness disclosure" within the meaning of the 
Year 2000 Information and Readiness Disclosure Act.


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

<PAGE>
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                                       Page
Rifkin Acquisition Partners, L.L.L.P.
Rifkin Acquisition Partners, L.P.
Report of Independent Accountants                       F-1
Consolidated Balance Sheet                              F-2
Consolidated Statement of Operations                    F-3
Consolidated Statement of Cash Flows                    F-4
Consolidated Statement of Partners' Capital (Deficit)	F-5
Notes to Consolidated Financial Statements              F-6

Rifkin Acquisition Capital Corp.
Report of Independent Accountants                       F-17
Balance Sheet                                           F-18
Notes to Balance Sheet                                  F-19




<PAGE>
	REPORT OF INDEPENDENT ACCOUNTANTS




March 19, 1999



To the Partners of
 Rifkin Acquisition Partners, L.L.L.P.


In our opinion, the accompanying consolidated balance sheet and the 
related consolidated statements of operations, partners' capital 
(deficit) and cash flows present fairly, in all material respects, the 
financial position of Rifkin Acquisition Partners, L.L.L.P. and its 
subsidiaries (the "Company") at December 31, 1998 and 1997, and the 
results of their operations and their cash flows for each of the three 
years in the period ended December 31, 1998 in conformity with generally 
accepted accounting principles.  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 of these statements in accordance with generally 
accepted auditing standards which 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, assessing the accounting 
principles used and significant estimates made by management, and 
evaluating the overall financial statement presentation.  We believe that 
our audits provide a reasonable basis for the opinion expressed above.









<PAGE>
<TABLE>
	RIFKIN ACQUISITION PARTNERS, L.L.L.P.

	CONSOLIDATED BALANCE SHEET

                                                                               
<CAPTION>              
                                            12/31/98                  12/31/97     
<S>                                      <C>                     <C>
ASSETS

Cash and cash equivalents                $     2,324,892         $     1,902,555 
Customer accounts receivable, net of
  allowance for doubtful accounts of 
  $444,839 in 1998 and $425,843 in 1997         1,932,140              1,371,050 
Other receivables                               5,637,771              4,615,089 
Prepaid expenses and other                      2,398,528              1,753,257 

Property, plant and equipment at cost:
  Cable television transmission and
    distribution systems and 
      related equipment                       149,376,914            131,806,310 
  Land, buildings, vehicles and 
      furniture and fixtures                    7,421,960              7,123,429 
	156,798,874 	138,929,739 

  Less accumulated depreciation               (35,226,773)           (26,591,458)
           Net property, plant 
              and equipment                   121,572,101            112,338,281

Franchise costs and other 
  intangible assets, net of
  accumulated amortization of  
  $67,857,545 in 1998
  and $53,449,637 in 1997                     183,438,197            180,059,655 
  		
           Total assets                     $ 317,303,629          $ 302,039,887 
	
LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued liabilities    $   11,684,594         $  11,690,894 
Customer deposits and prepayments                1,676,900             1,503,449 
Interest payable                                 7,242,954             7,384,509 
Deferred tax liability, net                      7,942 000            12,138,000 
Notes payable                                  224,575,000           229,500,000 
  
Total liabilities                              253,121,448           262,216,852 

Commitments and contingencies (Notes 8 and 14)

Redeemable partners' interests                  10,180,400             7,387,360 

Partners' capital (deficit): 
  General partner                               (1,991,018)           (1,885,480)
  Limited partners                              55,570,041            34,044,912 
  Preferred equity interest                        422,758               276,243  
Total partners' capital                         54,001,781            32,435,675 

Total liabilities 
 and partners' capital                       $ 317,303,629         $ 302,039,887 
<FN>
The accompanying notes are an integral part of the consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
                        RIFKIN ACQUISITION PARTNERS, L.L.L.P.
	
                        CONSOLIDATED STATEMENT OF OPERATIONS 


	
<CAPTION>
                                             Years Ended                                          
                             12/31/98          12/31/97        12/31/96       
<S>                          <C>             <C>             <C>
Revenue:
Service                      $ 82,498,638    $ 78,588,503    $ 66,433,321     
Installation and other          7,422,675       5,736,412       4,852,124 
	
         Total revenue         89,921,313      84,324,915      71,285,445  

Costs and Expenses:
Operating expense              13,305,376      14,147,031      10,362,671 
Programming expense            18,020,812      15,678,977      14,109,527 
Selling, general and
  administrative expense       13,757,090      12,695,176      11,352,870 
Depreciation                   15,109,327      14,422,631      11,725,246 
Amortization                   22,104,249      24,208,169      23,572,457 
Management fees                 3,147,246       2,951,372       2,475,381 
Loss on disposal of assets      3,436,739       7,834,968       1,357,180 
	
   Total costs and expenses    88,880,839      91,938,324      74,955,332  

Operating income (loss)         1,040,474      (7,613,409)     (3,669,887) 
Gain from the sale of
   assets (Note 4)            (42,863,060)              -               -
Interest expense               23,662,248      23,765,239      21,607,174    
	

Income (loss) before
   income taxes                20,241,286     (31,378,648)    (25,277,061)
Income tax benefit             (4,177,925)     (5,335,000)    ( 3,645,719)


Net income (loss)            $ 24,419,211    $(26,043,648)   $(21,631,342)
<FN>
The accompanying notes are an integral part of the consolidated financila statements.
</TABLE>
<PAGE>
<TABLE>
                     RIFKIN ACQUISITION PARTNERS, L.L.L.P.
	
                     CONSOLIDATED STATEMENT OF CASH FLOWS                         
                                	             		

<CAPTION>                                               
                                                                                 Years Ended                                   
                                                                   12/31/98        12/31/97        12/31/96    
<S>                                                             <C>             <C>             <C>                              
Cash flows from operating activities:
  Net income (loss)                                             $  24,419,211   $(26,043,648)   $(21,631,342)
  Adjustments to reconcile net loss to net 
    cash provided by operating activities:
      Depreciation and amortization                                37,213,576      38,630,800      35,297,703 
      Amortization of deferred loan costs                             989,760         989,760         970,753 
      Gain on sale of assets (Note 4)                             (42,863,060)              -               - 
      Loss on disposal of fixed assets                              3,436,739       7,834,968       1,357,180 
      Deferred tax benefit                                         (4,196,000)     (5,335,000)     (3,654,000)
      Increase in customer accounts receivables                      (300,823)       (186,976)       (117,278)
      Increase in other receivables                                  (474,599)     (1,992,714)       (994,681)
      (Increase) decrease in prepaid expenses and other              (684,643)         23,015        (494,252)
      Increase in accounts payable and accrued liabilities             34,073       1,753,656       3,245,736 
      Increase (decrease) in customer deposits and prepayments        (86,648)        231,170         164,824 
      Increase (decrease) in interest payable                        (141,555)        600,248       6,692,988 

          Net cash provided by operating activities                 17,346,031     16,505,279      20,837,631 

Cash flows from investing activities:
      Acquisition of cable systems, net (Note 3)                    (2,212,958)   (19,359,755)    (71,797,038)
      Additions to property, plant and equipment                   (26,354,756)   (28,009,253)    (16,896,582)
      Additions to cable television franchises, net
        of retirements                                                (151,695)        72,162      (1,182,311)
      Net proceeds from the sale of cable systems (Note 4)          16,533,564              -               - 
      Net proceeds from the other sales of assets                      247,216        306,890         197,523 

          Net cash used in investing activities                    (11,938,629)   (46,989,956)    (89,678,408)

Cash flows from financing activities:
      Proceeds from isssuance of senior subordinated notes                   -              -     125,000,000      
      Proceeds from long-term bank debt                             22,500,000     38,000,000      18,000,000 
      Deferred loan costs                                                    -              -      (6,090,011)
      Payments of long-term bank debt                              (27,425,000)    (7,000,000)    (82,000,000)
      Partners'  capital contributions                                       -              -      15,000,000 
      Equity distributions to partners                                 (60,065)             -               - 

          Net cash provided by (used in) financing activities       (4,985,065)    31,000,000 	   69,909,989 

Net increase in cash                                                   422,337        515,323       1,069,212 
Cash and cash equivalents at beginning of period                     1,902,555      1,387,232         318,020 

Cash and cash equivalents at end of period                      $    2,324,892  $   1,902,555   $   1,387,232 

Supplemental Cash Flow Information:
  Interest paid                                                 $   22,737,443  $  22,098,732   $  13,866,995 

  Noncash investing activities:
      Proceeds from the sale of Michigan assets  held in escrow $      500,000  $           -   $           -  
      Trade value related to the trade sale of Tennessee assets $   46,668,000  $           -   $           -  
      Trade value related to trade acquisition of Tennessee
       assets                                                   $  (46,668,000) $           -   $           -  
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>

	RIFKIN ACQUISITION PARTNERS, L.L.L.P.
	
	CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)

<CAPTION>
                                                    Preferred        General       Limited     
                                                    Equity Interest  Partner       Partners         Total        

<S>                                                 <C>              <C>           <C>              <C>
Partners' capital (deficit) at December 31, 1995    $   562,293      $(1,085,311)  $  69,421,043    $  68,898,025 


Partners' capital contributions                               -          150,000      14,850,000       15,000,000 
Accretion of redeemable partners' interest                    -         (157,730)     (1,104,110)      (1,261,840)
Net loss                                               (129,788)        (216,313)    (21,285,241)     (21,631,342)

Partners' capital (deficit) at December 31, 1996        432,505       (1,309,354)      61,881,692      61,004,843 


Accretion of redeemable partners' interest                    -         (315,690)      (2,209,830)     (2,525,520)
Net loss                                               (156,262)        (260,436)     (25,626,950)    (26,043,648)

Partners' capital (deficit) at December 31, 1997        276,243       (1,885,480)      34,044,912      32,435,675 


Accretion of redeemable partners' interest                    -         (349,130)      (2,443,910)     (2,793,040)
Net income                                              146,515          244,192       24,028,504      24,419,211 
Partners' equity distribution                                 -             (600)         (59,465)        (60,065)

Partners' capital (deficit) at December 31, 1998    $   422,758      $(1,991,018)  $   55,570,041   $  54,001,781 

<FN>

The Partners' capital accounts for financial reporting purposes vary from the tax capital accounts.

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	General Information and Summary of Significant Accounting Policies

General Information

Rifkin Acquisition Partners, L.L.L.P. ("the Partnership") was formed 
pursuant to the laws of the State of Colorado.  The Partnership and 
its subsidiaries are hereinafter referred to on a consolidated basis 
as the "Company."  The Company owns, operates, and develops cable 
television systems in Georgia, Tennessee, and Illinois.  Rifkin 
Acquisition Management, L.P., an affiliate of Rifkin & Associates, 
Inc. (Note 7), is the general partner of the Partnership ("General 
Partner").  

The Partnership operates under a limited liability limited 
partnership agreement (the "Partnership Agreement") which establishes 
contribution requirements, enumerates the rights and responsibilities 
of the partners and advisory committee, provides for allocations of 
income, losses and distributions, and defines certain items relating 
thereto.  The Partnership Agreement provides that net income or loss, 
certain defined capital events, and cash distributions, all as 
defined in the Partnership Agreement, are generally allocated 99% to 
the limited partners and 1% to the general partner.

Basis of Presentation

The consolidated financial statements include the accounts of the 
following entities:

#	Rifkin Acquisition Partners, L.L.L.P.
#       Cable Equities of Colorado, Ltd. (CEC)
#       Cable Equities of Colorado Management Corp. (CEM)
#       Cable Equities, Inc. (CEI)
#       Rifkin Acquisition Capital Corp. (RACC)

The financial statements for 1997 and 1996 also included the 
following entities:

#	Rifkin/Tennessee, Ltd. (RTL)
#       FNI Management Corp. (FNI)

Effective January 1, 1998, both the RTL and FNI entities were 
dissolved and the assets were transferred to the Partnership.

All significant intercompany accounts and transactions have been 
eliminated.

Revenue and Programming

Customer fees are recorded as revenue in the period the service is 
provided.  The cost to acquire the rights to the programming 
generally is recorded when the product is initially available to be 
viewed by the customer.

Advertising and Promotion Expenses

Advertising and promotion expenses are charged to income during the 
year in which they are incurred and were not significant for the 
periods shown.

Property, Plant and Equipment

Additions to property, plant and equipment are recorded at cost, 
which in the case of assets constructed, includes amounts for 
material, labor, overhead and interest, if applicable.  Upon sale or 
retirement of an asset, the related costs and accumulated 
depreciation are removed from the accounts and any gain or loss is 
recognized.  Capitalized interest was not significant for the periods 
shown.



1.	General Information and Summary of Significant Accounting Policies--
(continued)

Property, Plant and Equipment--(continued)

Depreciation expense is calculated using the straight-line method 
over the estimated useful lives of the assets as follows:

Buildings						27 - 30 years
Cable television transmission and 
 distribution systems and related equipment              3 - 15 years
Vehicles and furniture and fixtures                      3 -  5 years

Expenditures for maintenance and repairs are expensed as incurred.

Franchise Costs

Franchise costs are amortized using the straight-line method over the 
remaining lives of the franchises as of the date they were acquired, 
ranging from one to twenty years.  The carrying value of franchise 
costs is assessed for recoverability by management based on an 
analysis of undiscounted future expected cash flows from the 
underlying operations of the Company.  Management believes that there 
has been no impairment thereof as of December 31, 1998.

Other Intangible Assets

Certain loan costs have been deferred and are amortized to interest 
expense utilizing the straight-line method over the remaining term 
of the related debt.  Use of the straight-line method approximates 
the results of the application of the interest method.  The net 
amounts remaining at December 31, 1998 and 1997 were $6,176,690 and 
$7,166,450, respectively. 

Cash and Cash Equivalents

All highly liquid debt instruments purchased with an original 
maturity of three months or less are considered to be cash 
equivalents.

Redeemable Partners' Interests

The Partnership Agreement provides that if a certain partner dies or 
becomes disabled, that partner (or his personal representative) shall 
have the option, exercisable by notice given to the partners at any 
time within 270 days after his death or disability (except that if 
that partner dies or becomes disabled prior to August 31, 2000, the 
option may not be exercised until August 31, 2000 and then by notice 
by that partner or his personal representative given to the partners 
within 270 days after August 31, 2000) to sell, and require the 
General Partner and certain trusts controlled by that partner to 
sell, and the Partnership to purchase, up to 50% of the partnership 
interests owned by any of such partners and certain current and 
former members of management of Rifkin & Associates, Inc. that 
requests to sell their interest, for a purchase price equal to the 
fair market value of those interests determined by appraisal in 
accordance with the Partnership Agreement.  Accordingly, the current 
fair value of such partnership interests have been reclassified 
outside of partners' capital.

Use of Estimates

The preparation of the 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.


1.	General Information and Summary of Significant Accounting Policies--
(continued)

New accounting pronouncement

In April 1998, the Accounting Standards Executive Committee issued 
Statement of Position (SOP) 98-5 "Reporting on the Costs of Start-Up 
Activities," which requires the Partnership to expense all start up 
costs related to organizing a new business.  This new standard also 
includes one-time activities related to opening a new facility, 
introduction of a new product or service, or conducting business with 
a new class of customer or in a new territory.  This standard is 
effective for the Partnership's 1999 fiscal year.  Management 
believes that SOP 98-5 will have no material effect on its financial 
position or the results of operations.

Reclassification of financial statement presentation 

Certain reclassifications have been made to the 1997 and 1996 
financial statements to conform with the 1998 financial statement 
presentation.  Such reclassification had no effect on the net loss 
as previously stated.

2.	Subsequent Event

On February 12, 1999, the Company signed a letter of intent for the 
partners to sell all of their partnership interests to Charter 
Communications ("Charter").  The Company and Charter are expected to 
sign a purchase agreement and complete the sale during the third 
quarter of 1999.  	

3.	Acquisition of Cable Properties

1998 Acquisitions

At various times during the second half of 1998, the Company 
completed three separate acquisitions of cable operating assets.  Two 
of the acquisitions serve communities in Gwinnett County, Georgia 
(the "Georgia Systems").  These acquisitions were accounted for using 
the purchase method of accounting.  
The third acquisition resulted from a trade of the Company's systems 
serving the communities of Paris and Piney Flats, Tennessee for the 
operating assets of another cable operator serving primarily the 
communities of Lewisburg and Crossville, Tennessee (the "Tennessee 
Trade").  The trade was for  cable systems that are similar in size 
and was accounted for based on fair market value.  Fair market value 
was established at $3,000 per customer relinquished, which was based 
on recent sales transactions of similar cable systems. The 
transaction included the payment of approximately $719,000, net, of 
additional cash (Note 4).  

The combined purchase price was allocated based on estimated fair 
values from an independent appraisal to property, plant and equipment 
and franchise cost as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                  Georgia         Tennessee 
                                                  Systems           Trade          Total 
<S>                                             <C>             <C>             <C>
Fair value of assets relinquished (Note 4)      $        -      $   46,668      $  46,668 
Cash paid                                            1,392             719          2,111 
Acquisition Costs
  (appraisal, transfer fees and direct costs)           26              76            102 

Total acquistion cost                           $    1,418      $   47,463       $ 48,881 

Allocation:
Current assets                                  $       (2)     $      447       $    445 
Current liabilities                                     (1)           (397)          (398)
Property, plant and equipment                          333          11,811         12,144 
Franchise Cost                                       1,088          35,602         36,690 


Total cost allocated                            $    1,418      $   47,463       $ 48,881 
</TABLE>

3.	Acquisition of Cable Properties--(continued)

1998 Acquisitions--(continued)

The fair value of assets relinquished from the Tennessee Trade was 
treated as a noncash transaction on the Consolidated Statement of 
Cash Flows.  The cash acquisition costs were funded by proceeds from 
the Company's reducing revolving loan with a financial institution. 
 

The following combined pro forma information presents a summary of 
consolidated results of operations for the Company as if the 
Tennessee Trade acquisitions had occurred at the beginning of 1997, 
with  pro forma adjustments to show the effect on depreciation and 
amortization for the acquired assets, management fees on additional 
revenues and interest expense on additional debt (dollars in 
thousands):
                             Years Ended             
		              (Unaudited) 
             
                        12/31/98        12/31/97  
Total revenues          $89,921         $84,325 
Net income (loss)	 19,447 	(29,631)

The pro forma financial information is not necessarily indicative of 
the operating results that would have occurred had the Tennessee 
Trade actually been acquired on January 1, 1997.

1997 Acquisitions

On April 1, 1997, the Company acquired the cable operating assets of 
two cable systems serving the Tennessee communities of Shelbyville 
and Manchester (the "Manchester Systems"), for an aggregate purchase 
price of approximately $19.7 million of which $495,000 was paid as 
escrow in 1996.  The acquisition was accounted for using the purchase 
method of accounting, and was funded by proceeds from the Company's 
reducing revolving loan with a financial institution.  No pro forma 
information giving the effect of the acquisitions is shown due to the 
results being immaterial.

1996 Acquisitions

On March 1, 1996, the Company acquired certain cable operating assets 
("Mid-Tennessee Systems") from Mid-Tennessee CATV, L.P., and on April 
1, 1996 acquired the cable operating assets ("RCT Systems") from 
Rifkin Cablevision of Tennessee, Ltd.  Both Mid-Tennessee CATV, L.P. 
and Rifkin Cablevision of Tennessee, Ltd. were affiliates of the 
General Partner.  The acquisition costs were funded by $15 million 
of additional partner contributions and the remainder from a portion 
of the proceeds received from the issuance of $125 million of 11 1/8% 
Senior Subordinated Notes due 2006 (see Note 6).

The acquisitions were recorded using the purchase method of 
accounting.  The results of operations of the Mid-Tennessee Systems 
have been included in the consolidated financial statements since 
March 1, 1996, and the results of the RCT Systems have been included 
in the consolidated financial statements since April 1, 1996.  The 
combined purchase price was allocated based on estimated fair values 
from an independent appraisal to property, plant and equipment and 
franchise cost as follows (dollars in thousands):			
		
Cash paid, net of acquired cash              $71,582  
Acquisition costs (appraisal, transfer
    fees, and direct costs)                      215  
Total acquisition cost                       $71,797  

Allocation:
Current assets                               $   624  
Current liabilities                             (969) 

Property, plant and equipment                 24,033  
Franchise cost and other intangible assets    48,109  
Total cost allocated                         $71,797  


3.	Acquisition of Cable Properties--(continued)

1996 Acquisitions--(continued)

The following combined pro forma information presents a summary of 
consolidated results of operations for the Company as if the Mid-
Tennessee Systems and the RCT Systems acquisitions had occurred at 
the beginning of 1996, with pro forma adjustments to show the effect 
on depreciation and amortization for the acquired assets, management 
fees on additional revenues and interest expense on additional debt 
(dollars in thousands):	
		 	Year Ended     
   
                        (Unaudited) 
                         12/31/96  
Total revenues	 	$74,346 	
Net loss		(22,558)	

The pro forma financial information is not necessarily indicative of 
the operating results that would have occurred had the Mid-Tennessee 
Systems and the RCT Systems actually been acquired on January  1, 
1996.

4.	Sale of Assets

On February 4, 1998, the Company sold all of its operating assets in 
the state of Michigan (the "Michigan Sale") to another cable 
operator for cash.  In addition, on December 31, 1998, the Company 
traded certain cable systems in Tennessee (the "Tennessee Trade") 
for similar-sized cable systems (Note 3).  Both sales resulted in a 
gain recognized by the Company as follows (dollars in thousands):

                                        Michigan     Tennessee        
                                        Sale           Trade          Total    
Fair value of assets relinquished       $      -     $  46,668    $  46,668
Original cash proceeds                    16,931             -       16,931
Adjustments for value of assets 
  and liabilities assumed                    120           (17)         103

Net proceeds                              17,051        46,651       63,702
Net book value of assets sold             11,061         9,778       20,839

Net gain from sale                      $  5,990     $  36,873    $  42,863

The Michigan Sale proceeds amount includes $500,000 that is 
currently being held in escrow.  This amount and the fair value of 
assets relinquished, related to the Tennessee Trade, were both 
treated as noncash transactions on the Consolidated Statement of 
Cash Flows.

The cash proceeds from the Michigan Sale were used by the Company to 
reduce its revolving and term loans with a financial institution.

5.	Income Taxes

Although the Partnership is not a taxable entity, two corporations 
(the "subsidiaries") are included in the consolidated financial 
statements.  These subsidiaries are required to pay taxes on their 
taxable income, if any. 

The following represents a reconciliation of pre-tax losses as 
reported in accordance with generally accepted accounting principles 
and the losses attributable to the partners and included in their 
individual income tax returns:

5.	Income Taxes--(continued)
<TABLE>
<CAPTION>
                                        Year Ended      Year Ended      Year Ended
                                         12/31/98        12/31/97        12/31/96    
<S>                                    <C>             <C>             <C>
Pre-tax income (loss) as reported      $ 20,241,286    $(31,378,648)   $(25,277,061)
(Increase) decrease due to:
  Separately taxed book results
     of corporate subsidiaries            9,397,000      15,512,000       9,716,000 
  Effect of different depreciation
     and amortization methods for
     tax and book purposes               (1,360,000)     (2,973,000)     (3,833,000)
Additional tax gain from the sale
  of Michigan(Note 4)                     2,068,000               -               - 
Book gain from trade sale of
  Tennessee assets(Note 4)              (36,873,000)              -               - 
Additional tax loss from dissolution
  of FNI stock                           (7,235,000)              -               - 
Other                                        81,714         (45,052)        (22,539)

Tax loss attributed to the partners    $(13,680,000)   $(18,884,700)   $(19,416,600)
</TABLE>

The Company accounts for income taxes under the liability method. 
 Under this method, deferred tax assets and liabilities are 
determined based on differences between financial reporting and tax 
bases of assets and liabilities and are measured using the enacted 
tax rates and laws that will be in effect when the differences are 
expected to reverse.
		
As a result of a change in control in 1995 (Note 1), the book value 
of the Company's net assets was increased to reflect their fair 
market value.  In connection with this revaluation, a deferred 
income tax liability in the amount of $22,801,000 was established to 
provide for future taxes payable on the revised valuation of the net 
assets.  A deferred tax benefit of $4,196,000, $5,335,000 and 
$3,654,000 was recognized for the years ended December 31, 1998, 
1997 and 1996, respectively, reducing the liability to $7,942,000.

Deferred tax assets (liabilities) were comprised of the following at 
December 31, 1998 and 1997:         									
                                           12/31/98          12/31/97      
Deferred tax assets resulting
 	  from loss carryforwards	$  11,458,000 	$    9,499,000 	

Deferred tax liabilities resulting
  from depreciation and amortization      (19,400,000)     (21,637,000) 

Net deferred tax liability              $  (7,942,000)    $(12,138,000) 

As of December 31, 1998 and 1997, the subsidiaries have net 
operating loss carryforwards ("NOLs") for income tax purposes of 
$30,317,000 and $25,264,000, respectively, substantially all of 
which are limited.  The NOLs will expire at various times between 
the years 2000 and 2013.  

In 1998, one of the corporate entities was dissolved.  The existing 
NOL's were used to offset taxable income down to $87,751, resulting 
in a current tax for 1998 of $18,075.


Under the Internal Revenue Code of 1986, as amended (the ACode@), 
the subsidiaries generally would be entitled to reduce their future 
federal income tax liabilities by carrying the unused NOLs forward 
for a period of 15 years to offset their future income taxes.  The 
subsidiaries= ability to utilize any NOLs in future years may be 
restricted, however, in the event the subsidiaries undergo an 
Aownership change@ as defined in Section 382 of the Code. In the 
event of an ownership change, the amount of NOLs attributable to the 
period prior to the ownership change that may be used to offset 
taxable income in any year thereafter generally may not exceed the 
fair market value of the subsidiary immediately before the ownership 
change (subject to certain adjustments) multiplied by the applicable 
long-term, tax exempt rate published by the Internal Revenue Service 
for the date of the ownership change.  Two of the subsidiaries 
underwent an ownership change on September 1, 1995 pursuant to 
Section 382 of the Code.  As such, the NOLs of the subsidiaries are
subject to limitation from that date forward.  It is the opinion of
management that the NOLs will be released from this limitation prior to
their expiration dates and, as such, have not been limited in their 
calculation of deferred taxes.

The provision for income tax expense (benefit) differs from the 
amount which would be computed by applying the statutory federal 
income tax rate of 35% to pre-tax income before extraordinary loss 
as a result of the following:
 	
<TABLE>				            
                       Years Ended                                
  
                                                    12/31/98         12/31/97   12/31/96       

<S>                                             <C>             <C>               <C>
Tax expense (benefit) computed                  
               at statutory rate                $   7,084,450   $ (10,982,527)    $  (8,846,971) 

Increase (decrease) due to:
Tax benefit (expense) for non-corporate loss      (10,373,252)      5,900,546         5,446,721  
Permanent differences between 
   financial statement income and                                    
   taxable income                                     (36,200)         84,500            48,270  
State income tax                                     (247,000)       (377,500)         (252,590)
Tax benefit from dissolved corporation               (148,925)              -                 - 
Other                                                (456,998)         39,981           (41,149) 

Income Tax Benefit                             $   (4,177,925)  $  (5,335,000)    $  (3,645,719) 
</TABLE>

6.	Notes Payable

Debt consisted of the following:	
                                         December 31,    December 31,
                                            1998            1997      
  

Senior Subordinated Notes		$ 125,000,000	$ 125,000,000
Tranche A Term Loan                        21,575,000      25,000,000
Tranche B Term Loan                        40,000,000      40,000,000
Reducing Revolving Loan                    35,000,000      36,500,000
Senior Subordinated Debt                    3,000,000       3,000,000

                                        $ 224,575,000   $ 229,500,000

 	
The Notes and loans are collateralized by substantially all of the 
assets of the Company.

On January 26, 1996, the Company and its wholly-owned subsidiary, 
RACC (the "Issuers"), co-issued $125,000,000 of 11 1/8% Senior 
Subordinated Notes (the "Notes") to institutional investors.  These 
notes were subsequently exchanged on June 18, 1996 for publicly 
registered notes with identical terms.  Interest on the Notes is 
payable semi-annually on January 15 and July 15 of each year.  The 
Notes, which mature on January 15, 2006, can be redeemed in whole or 
in part, at the Issuers' option, at any time on or after January 15, 
2001, at redeemable prices contained in the Notes plus accrued 
interest.  In addition, at any time on or prior to January 15, 1999, 
the Issuers, at their option, may redeem up to 25% of the principle 
amount of the Notes issued to institutional investors of not less 
than $25,000,000.  At December 31, 1998 and 1997, all of the Notes 
were outstanding (see also Note 10).


The Company has a $25,000,000 Tranche A term loan with a financial 
institution.  This loan requires quarterly payments of $1,875,000 
plus interest commencing on March 31, 2000.  Any unpaid balance is 
due March 31, 2003.  The agreement requires that what it defines as 
excess proceeds from the sale of a cable system be used to retire 
Tranche A term debt.  As a result of the Michigan sale (Note 4), 
there was $3,425,000 of excess proceeds used to pay principal in 
1998.  The interest rate on the Tranche A term loan is either the 
bank's prime rate plus .25% to 1.75% or LIBOR plus 1.5% to 2.75%. 
 
The specific rate is dependent upon the senior funded debt ratio 
which is recalculated quarterly.  The weighted average effective 
interest rate at December 31, 1998 and 1997 was 7.59% and 8.24%, 
respectively. 

In addition, the Company has a $40,000,000 Tranche B term loan, 
which requires principal payments of $2,000,000 on March 31, 2002, 
$18,000,000 on March 31, 2003, and $20,000,000 on March 31, 2004. 
The Tranche B term loan bears an interest rate of 9.75% and is 
payable quarterly.  

The Company also has a reducing revolving loan providing for 
borrowing up to $20,000,000 at the Company's discretion, subject to 
certain restrictions, and an additional $60,000,000 available to 
finance acquisitions subject to certain restrictions.  On March 4, 
1998, the reducing revolving loan agreement was amended to revise the 
scheduled reduction in revolving commitments.  The additional 
financing amounts available at December 31, 1998 and 1997 were 
$45,000,000 and $52,500,000, respectively.  At December 31, 1998, the 
full $20,000,000 available had been borrowed, and $15,000,000 had 
been drawn against the $45,000,000 commitment.  At December 31, 1997, 
the full $20,000,000 available had been borrowed, and $16,500,000 had 
been drawn against the $52,500,000 commitment.  The amount available 
for borrowing will decrease annually during its term with changes 
over the four years following December 31, 1998 as follows:  1999 - 
$2,500,000 reduction per quarter, and 2000 through  2002 - $3,625,000 
per quarter.  Any unpaid balance is due on March 31, 2003.  The 
revolving loan bears an interest rate of  either the bank's prime 
rate plus .25% to 1.75% or LIBOR plus 1.5% to 2.75%.  The specific 
rate is dependent upon the senior funded debt ratio which is 
recalculated quarterly.  The weighted average effective interest 
rates at December 31, 1998 and 1997 was 8.08% and 8.29%, 
respectively.  The reducing revolving loan includes a commitment fee 
of 1/2% per annum on the unborrowed balance.  		

Certain mandatory prepayments may also be required, commencing in 
fiscal 1997, on the Tranche A term loan, the Tranche B term loan, 
and the reducing revolving credit based on the Company's cash flow 
calculations, proceeds from the sale of a cable system or equity 
contributions.  Based on the 1998 calculation and the Michigan sale, 
$3,425,000 of prepayments were required.  Optional prepayments are 
allowed, subject to certain restrictions.  The related loan 
agreement contains covenants limiting additional indebtedness, 
dispositions of assets, investments in securities, distribution to 
partners, management fees and capital expenditures.  In addition, 
the Company must maintain certain financial levels and ratios.  At 
December 31, 1998, the Company was in compliance with these 
covenants.

The Company also has $3,000,000 of senior subordinated debt payable 
to a Rifkin Partner.  The debt has a scheduled maturity, interest 
rate and interest payment schedule identical to that of the Notes, 
as discussed above.

Based on the outstanding debt as of December 31, 1998, the minimum 
aggregate maturities for the five years following 1998 are none in 
1999, $7,500,000 in 2000, $16,500,000 in 2001, $23,075,000 in 2002 
and $29,500,000 in 2003.

7.	Related Party Transactions

The Company entered into a management agreement with Rifkin & 
Associates, Inc. (Rifkin).  The management agreement provides that 
Rifkin will act as manager of the Company's CATV systems and be 
entitled to annual compensation of 3.5% of the Company's revenue. 
 Effective September 1, 1998, Rifkin conveyed its CATV management 
business to R & A Management, LLC (RML).  The result of this 
transaction included the conveyance of the Rifkin management 
agreement (Rifkin Agreement) to RML (RML Agreement).  Expenses 
incurred pursuant to the Rifkin Agreement and the RML Agreement are 
disclosed in total on the Consolidated Statement of Operations.


The Company is associated with a company to purchase certain cable 
television programming at a discount.  Rifkin acted as the agent and 
held the deposit funds required for the Company to participate.  

7.	Related Party Transactions--(continued)

Effective September 1, 1998, Rifkin conveyed this contract and 
deposit amount to RML.  The deposit amount recorded at December 31, 
1998 and 1997 was $2,139,274 and $1,225,274, respectively.  The 
Company subsequently received $1,225,274 of the December 31, 1998 
balance.

The Company paid approximately $550,000 to a law firm in connection 
with the public offering in 1996.  A partner of this law firm is a 
relative of one of the Company's partners.

8.	Commitments and Rental Expense

The Company leases certain real and personal property under 
noncancelable operating leases expiring through the year 2007.  
Future minimum lease payments under such noncancelable leases as of 
December 31, 1998 are:   $316,091 in 1999; $249,179 in 2000; 
$225,768 in 2001; $222,669 in 2002; and $139,910 in 2003; and 
$344,153 thereafter, totaling $1,497,770.

Total rental expense and the amount included therein which pertains 
to cancelable pole rental agreements were as follows for the periods 
indicated:
                                  Total         Cancelable
                                  Rental        Pole Rental
            Period                Expense        Expense  

Year Ended December 31, 1998	$1,592,080	$1,109,544
Year Ended December 31, 1997	$1,577,743	$1,061,722	
Year Ended December 31, 1996	$1,294,084	$874,778

9.	Compensation Plans and Retirement Plans

Equity Incentive Plan

In 1996, the Company implemented an Equity Incentive Plan (the 
"Plan") in which certain Rifkin & Associates' executive officers and 
key employees, and certain key employees of the Company are eligible 
to participate.  Plan participants in the aggregate, have the right 
to receive (i) cash payments of up to 2.0% of the aggregate value of 
all partnership interests of the Company (the "Maximum Incentive 
Percentage"), based upon the achievement of certain annual Operating 
Cash Flow (as defined in the Plan) targets for the Company for each 
of the calendar years 1996 through 2000, and (ii) an additional cash 
payment equal to up to 0.5% of the aggregate value of all 
partnership interests of the Company (the "Additional Incentive 
Percentage"), based upon the achievement of certain cumulative 
Operating Cash Flow targets for the Company for the five-year period 
ended December 31, 2000.  Subject to the achievement of such annual 
targets and the satisfaction of certain other criteria based on the 
Company's operating performance, up to 20% of the Maximum Incentive 
Percentage will vest in each such year; provided, that in certain 
events vesting may accelerate.  Payments under the Plan are subject 
to certain restrictive covenants contained in the Notes.

No amounts are payable under the Plan except upon (i) the sale of 
substantially all of the assets or partnership interests of the 
Company or (ii) termination of a Plan participant's employment with 
Rifkin & Associates or the Company, as applicable, due to (a) the 
decision of the Advisory Committee to terminate such participant's 
employment due to disability, (b) the retirement of such participant 
with the Advisory Committee's approval or (c) the death of such 
Participant.  The value of amounts payable pursuant to clause (i) 
above will be based upon the aggregate net proceeds received by the 
holders of all of the partnership interests in the Company, as 
determined by the Advisory Committee, and the amounts payable 
pursuant to clause (ii) above will be based upon the Enterprise 
Value determined at the time of such payment.  For purposes of the 
Plan, Enterprise Value generally is defined as Operating Cash Flow 
for the immediately preceding calendar year times a specified 
multiple and adjusted based on the Company's working capital.


The amount expensed for the years ended December 31, 1998, 1997 and 
1996 relating to this plan were $1,119,996, $859,992 and $660,000, 
respectively.

9.	Compensation Plans and Retirement Plans--(continued)

Retirement Benefits

The Company has a 401(k) plan for employees that have been employed 
by the Company for at least one year.  Employees of the Company can 
contribute up to 15% of their salary, on a before-tax basis, with a 
maximum 1998 contribution of $10,000 (as set by the Internal Revenue 
Service).  The Company matches participant contributions up to a 
maximum of 50% of the first 3% of a participant's salary 
contributed.  All participant contributions and earnings are fully 
vested upon contribution and Company contributions and earnings vest 
20% per year of employment with the Company, becoming fully vested 
after five years.  The Company's matching contributions for the 
years ended December 31, 1998, 1997 and 1996 were $50,335, $72,707 
and $42,636, respectively.

10.	Fair Value of Financial Instruments

The Company has a number of financial instruments, none of which are 
held for trading purposes.  The following method and assumptions 
were used by the Company to estimate the fair values of financial 
instruments as disclosed herein:

Cash and Cash Equivalents, Customer Accounts Receivable, Other 
Receivables, Accounts Payable and Accrued Liabilities and Customer 
Deposits and Prepayments:  The carrying value amount approximates 
fair value because of the short period to maturity.  

Debt:  The fair value of bank debt is estimated based on interest 
rates for the same or similar debt offered to the Company having the 
same or similar remaining maturities and collateral requirements. 
 The fair value of public Senior Subordinated Notes is based on the 
market quoted trading value.  The fair value of the Company's debt 
is estimated at $236,137,500 and is carried on the balance sheet at 
$224,575,000.

11.	Cable Reregulation

Congress enacted the Cable Television Consumer Protection and 
Competition Act of 1992 (the Cable Act) and has amended it at 
various times since. 

The total effects of the present law are, at this time, still 
unknown.  However, one provision of the present law further 
redefines a small cable system, and exempts these systems from rate 
regulation on the upper tiers of cable service.  The Partnership is 
awaiting an FCC rulemaking implementing the present law to determine 
whether its systems qualify as small cable systems.

12.	Summarized Financial Information

CEM, CEI and CEC (collectively, the "Guarantors") are all wholly-
owned subsidiaries of the Company and, together with RACC, 
constitute all of the Partnership's direct and indirect 
subsidiaries.  As discussed in Note 1, RTL and FNI were dissolved on 
January 1, 1998 and the assets were transferred to the Company; 
however, prior thereto, RTL and FNI,  as wholly-owned subsidiaries 
of the Company, were Guarantors.  Each of the Guarantors provides a 
full, unconditional, joint and several guaranty of the obligations 
under the Notes discussed in Note 6.  Separate financial statements 
of the Guarantors are not presented because management has 
determined that they would not be material to investors.  
The following tables present summarized financial information of the 
Guarantors on a combined basis as of December 31, 1998 and 1997 and 
for the years ended December 31, 1998, 1997 and 1996.  


12.	Summarized Financial Information--(continued)

Balance Sheet                           12/31/98        12/31/97      

Cash                                 $      373,543  $    780,368
Accounts and other receivables, net       3,125,830     3,012,571        
Prepaid expenses                            791,492       970,154          
Property, plant and equipment net        48,614,536    66,509,120       
Franchise costs and other intangible
  assets, net                            56,965,148   103,293,631      
Accounts payable and accrued
  liabilities                            22,843,354    18,040,588       
Other liabilities                           980,536     1,122,404        
Deferred taxes payable                    7,942,000    12,138,000       
Notes payable                           140,050,373   167,200,500      
Equity (deficit)                        (61,945,714)  (23,935,648) 

Statements of Operations
                         Year ended      Year ended      Year ended
                          12/31/98        12/31/97        12/31/96      

Total revenue		$ 29,845,826 	$  47,523,592 	$  42,845,044 
	
Total costs and expenses (31,190,388)     (53,049,962)    (43,578,178) 
Interest expense         (14,398,939)    (17,868,497)     (16,238,221) 
Income tax benefit         4,177,925        5,335,000       3,645,719  

Net loss                $(11,565,576)   $ (18,059,867)  $ (13,325,636) 

13.	Quarterly Information (Unaudited)

The following interim financial information of the Company presents 
the 1998 and 1997 consolidated results of operations on a quarterly 
basis (in thousands):

                                     Quarters Ended 1998 
                        March 31(a)   June 30      Sept. 30     Dec. 31(b)
Revenue                 $22,006       $22,296      $22,335       $23,284 
Operating income (loss)   6,285           511       (1,522)       38,630 
Net income (loss)         1,437        (4,458)      (5,907)       33,347 

(a)  First quarter includes a $5,900 gain from the sale of Michigan 
     assets (Note 4).
(b)  Fourth quarter includes a $36,873 gain from the trade sale of 
     certain Tennessee assets (Note 4).

                                      Quarters Ended 1997   
                        March 31      June 30       Sept. 30    Dec. 31 
Revenue                 $19,337       $21,331       $21,458      $22,199 
Operating loss           (1,220)       (2,818)       (2,777)        (798)
Net loss                 (5,998)       (6,890)       (8,127)      (5,029)

14.	Litigation

The Company could possibly be named as defendant in various actions 
and proceedings arising from the normal course of business.  In all 
such cases, the Company will vigorously defend itself against the 
litigation and, where appropriate, will file counterclaims.  
Although the eventual outcome of  potential lawsuits cannot be 
predicted, it is management's opinion that any such lawsuit will not 
result in liabilities that would have a material affect on the 
Company's financial position or results of operations.
<PAGE>




	REPORT OF INDEPENDENT ACCOUNTANTS




March 19, 1999



To the Stockholder of
 Rifkin Acquisition Capital Corp.


In our opinion, the accompanying balance sheet presents fairly, in all 
material respects, the financial position of Rifkin Acquisition Capital 
Corp. ("RACC") at December 31, 1998 and 1997 in conformity with generally 
accepted accounting principles.  This balance sheet is the responsibility 
of RACC's management; our responsibility is to express an opinion on this 
balance sheet based on our audit.  We conducted our audit of this balance 
sheet  in accordance with generally accepted auditing standards which 
require that we plan and perform the audit to obtain reasonable assurance 
about whether the balance sheet is free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting the 
amounts and disclosures in the balance sheet, assessing the accounting 
principles used and significant estimates made by management, and 
evaluating the overall balance sheet presentation.  We believe that our 
audit provides a reasonable basis for the opinion expressed above.

<PAGE>

	RIFKIN ACQUISITION CAPITAL CORP.
	
	BALANCE SHEET 



	 	
                                          12/31/98         12/31/97   
Assets  
Cash                                   $       1,000    $       1,000
Total assets                           $       1,000    $       1,000


Stockholder's Equity
Stockholder's Equity						
Common Stock; $1.00 par value;
  10,000 shares authorized, 1000
  shares issued and outstanding         $       1,000   $      1,000
Total stockholder's equity		$       1,000  	$      1,000
 

The accompanying notes are an integral part of the balance sheet.
<PAGE>
RIFKIN ACQUISITION CAPITAL CORP.
NOTES TO BALANCE SHEET

1.	Organization and Summary of Significant Accounting Policies

Organization

Rifkin Acquisition Capital Corp. ("RACC"), a Colorado Corporation, 
was formed on January 24, 1996, as a wholly-owned subsidiary of 
Rifkin Acquisition Partners, L.L.L.P. (the "Partnership") for the 
purpose of co-issuing, with the Partnership, $125.0 million in 
Senior Subordinated Notes (the "Notes") which were used to repay 
advances under the Partnership's term debt and to fund the 
Partnership's acquisitions of certain cable television systems.  
Upon closing of the Notes issuance on January 26, 1996, none of the 
Notes were issued by RACC; accordingly, no debt is reflected on its 
balance sheet. In addition, RACC does not, and is not expected to 
have, any other operations; as such, no statements of operations, 
stockholder's equity or cash flows are presented.

<PAGE>

ITEM 9 - CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

There have been no changes and there were no disagreements with the 
Accountants.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MANAGEMENT

General Partner

The General Partner of the Partnership is Rifkin Acquisition Management, 
L.P., a Colorado limited partnership that is controlled by Monroe M. 
Rifkin. As General Partner, it has responsibility for the overall 
management of the business and operations of the Company. The Company 
entered into a Management Agreement with Rifkin & Associates and 
subsequently assigned to R & A Management, LLC ("RML"). R & A is the 
managing member of RML.  With RML's structure as a Limited Liability 
Company, RML has no executive officers.  See "Certain Relationships and 
Related Transactions."

R & A Management, LLC

The Company has a Management Agreement with RML with respect to the day-
today management and operation of the Company's cable television systems. 
 The principal offices of RML are located at 360 South Monroe Street, 
Suite 600, Denver, Colorado, 80209, and the telephone number is (303) 
333-1215.

Advisory Committee

The Advisory Committee of the Partnership consults with and advises the 
General Partner with respect to the business and affairs of the Company 
and any subsidiary thereof. Without the prior approval of the Advisory 
Committee, the General Partner cannot amend the Company's budget in any 
material respect, materially increase capital expenditures in any fiscal 
year, amend or waive any provision of the Management Agreement, or adopt 
or amend the management incentive plan provided for by the Partnership 
Agreement. The Advisory Committee consists of designees of the General 
Partner and the Partnership's Limited Partners, including one designee 
of the General Partner, three designees of VS&A Communications Partners 
II, L.P., two designees of Greenwich Street (RAP) Partners I, L.P., one 
designee of IEP Holdings I LLC and one designee of PaineWebber Capital, 
Inc. Members of the Advisory Committee are not compensated for their 
services, but are reimbursed for all reasonable out-of-pocket expenses 
incurred by them in performing services relating to the Company. The 
members of the Advisory Committee are Monroe M. Rifkin, Jeffrey T. 
Stevenson, S. Gerard Benford, John S. Suhler, Avy Stein, Greg Flynn, 
David H. Morse, Dhananjay Pai and Daniel Gill. The Advisory Committee has 
adopted a policy of having Mr. Rifkin abstain from any Advisory Committee 
votes that may present a conflict of interest between Mr. Rifkin and the 
Company. In addition, the Partnership Agreement requires that Mr. Rifkin 
first present to the Partnership any acquisition opportunities of cable 
television systems that are similar and reasonably contiguous to the 
Company's Systems. 

RACC

RACC does not have any operations, and accordingly does not have any 
management personnel other than its corporate officers.



Director and Executive Officers of Rifkin & Associates ; Director and 
Executive Officers of RACC:

Advisory Committee of the Partnership

Monroe M. Rifkin is the sole director of Rifkin & Associates and RACC. 
 The executive officers of Rifkin & Associates and RACC and the members 
of the Advisory Committee are listed on the following page.

Rifkin & Associates

Name                    Age    Position
Monroe M. Rifkin	68	Chairman
Kevin B. Allen          37      Vice Chairman and Chief Executive Officer
Jeffrey D. Bennis	40	President and Chief Operating Officer
Stephen E. Hattrup	46	Senior Vice President - Operations
Dale D. Wagner          49      Senior Vice President - Finance and 
                                Administration
Paul A. Bambei          44      Vice President - Operations
Lee A. Clayton          41      Vice President - Marketing
Suzanne M. Cyman	39	Vice President - Programming/
                                Strategic Planning
Bruce A. Rifkin         41      Vice President -Operations 
                                and Advertising Sales
Irene D. McPhail	44	Vice President - Operations
Peter N. Smith          49      Senior Vice President -Engineering and
                                Advanced Technologies

RACC
Name                    Age     Position
Monroe M. Rifkin	68	Director, President and Treasurer
Jeffrey D. Bennis	40	Vice President
Stephen E. Hattrup      46      Vice President
Dale D. Wagner		49	Vice President, Secretary, 
				and Assistant Treasurer

Advisory Committee
Name                    Age
S. Gerard Benford	60
Avy H. Stein            44
David H. Morse          37
Dhananjay M. Pai	36
Monroe M. Rifkin	68
Gregory P. Flynn	42
Jeffrey T. Stevenson	38
John S. Suhler          53
Daniel M. Gill          34

Executive Officers

Monroe M. Rifkin is a cable television industry executive with over 
thirty years of experience.  He founded Rifkin & Associates ("R & A") in 
1982 and has served as its Director and Chairman since May 1998.  Prior 
to that, Mr. Rifkin served as R & A's Chairman and Chief Executive 
Officer from 1982 to May 1998.  He was formerly with American Television 
and Communications Corporation ("ATC"), serving as its Chief Executive 
Officer from 1968 to 1982 and as its Chairman from 1974 to 1982.  Mr. 
Rifkin served as a board member of the National Cable Television 
Association from 1968 to 1984 and as its Chairman from 1983 to 1984.  He 
holds a B.A. in Finance from New York University.


Kevin B. Allen has been Vice Chairman and Chief Executive Officer of R 
& A since May 1998 where he is responsible for overseeing all business 
activities of R & A while continung to have direct responsibility for all 
corporate development and acquisition activities.  Mr. Allen served as 
President of R&A Enterprises, the development arm of R & A, from August 
1996 to May 1998 when he was charged with the duty of acquiring new 
systems for R&A and its affiliated companies.  Previously, Mr. Allen 
served as Vice President of BT Securities Corporation since 1992 where 
he was responsible for developing and maintaining a range of corporate 
finance relationships with clients around the world.  He holds a B.S. in 
Aerospace Engineering from the University of Colorado, a Master's degree 
in Mechanical Engineering from the Massachusetts Institute of Technology 
and an M.B.A. from the Wharton School of Business at the University of 
Pennsylvania.

Jeffrey D. Bennis has been President and Chief Operating Officer of R & 
A since April 1994.  He is responsible for overall management of R & A's 
operating cable television systems and is involved in the development of 
policy and strategic direction.  Mr. Bennis served as Vice President - 
Marketing/Programming of R & A from July 1991 to March 1994.  Mr. Bennis 
was elected to the boards of directors of the National Cable Television 
Association and C-SPAN in May 1995.  Mr. Bennis executed marketing plans 
with Clairol, Inc., a subsidiary of Bristol-Myers Squibb Company from 
June 1980 to June 1991, where he most recently served as Director of 
Marketing for the Hair Care and Skin Care Divisions.  He holds an 
undergraduate degree from the Pennsylvania State University and an M.B.A. 
from the University of Connecticut.  Jeffrey D. Bennis is the son-in-law 
of Monroe M. Rifkin.

Stephen E. Hattrup has been the Senior Vice President - Operations for 
R & A since April 1994.  He is responsible for overseeing all operations 
of R & A systems.  Additionally, he is responsible for evaluating the 
integrity of potential system acquisitions.  Mr. Hattrup served as Vice 
President - Operations from September 1988 to March 1994.  Previously, 
he served as Vice President and Treasurer of ATC.  Mr. Hattrup holds an 
undergraduate degree from Wichita State University and a M.S. in Finance 
from the University of Kansas.

Dale D. Wagner, Senior Vice President - Finance and Administration of R 
& A since April 1994, has over twenty-five years of experience in 
arranging and maintaining financing for cable systems.  He is responsible 
for R & A's overall financial and accounting activities.  Mr. Wagner 
served as Vice President - Finance from January 1986 to March 1994.  
Prior to joining R & A, Mr. Wagner was employed at ATC from 1981 to 1986 
in various positions including Vice President - Finance and 
Administration for ATC's National Division.  Prior to joining ATC, Mr. 
Wagner was employed by Cable Com-General, Inc. in various capacities, 
including Vice President - Finance for that company's cable television 
division.  Mr. Wagner holds a degree in Accounting from Wichita State 
University.

Paul A. Bambei has served as Vice President - Operations of R & A since 
January 1987.  He is responsible for system operations for all R & A 
properties in Georgia, Tennessee, Michigan, Illinois, Indiana, Missouri 
and New Mexico.  He also has served as Vice President - Marketing of R 
& A from March 1984 until December 1986.  Prior to joining R & A, Mr. 
Bambei was employed by ATC from 1974 to 1984 in various capacities in 
marketing and operations.  He holds a degree in communications from 
Southeast Missouri State University.

Lee A. Clayton has served as Vice President of Marketing since October 
1997.  Her responsibilities include evaluating product offerings and 
prices, as well as overseeing acquisition, retention and communication 
efforts.  Previously, Ms. Clayton was a partner at Bortz & Company, where 
she was employed from mid-1988 and where she founded Competitive 
Strategies Group which designed competitive plans for major cable MSO's. 
 Ms. Clayton holds a degree in Economics from Trinity College.

Suzanne M. Cyman has served as R&A's Vice President of 
Programming/Strategic Development since July 1997.  She is responsible 
for negotiating all programming contracts for R & A systems, as well as 
serving on special assignments as needed in domestic and international 
cable systems.  She served as the Vice President of Marketing from July 
1994 to July 1997.  Previously, she was Vice President at Vista 
Communications and Fanch Communications beginning in 1988.  She holds an 
undergraduate degree in Public Affairs Management with an emphasis in 
Economics from Michigan State University.

Bruce A. Rifkin is Vice President-Operations and Advertising Sales, a 
position he has held since January 1994.  Mr. Rifkin joined R & A in 1988 
as Director-Advertising Sales.  Prior to joining R & A, Mr. Rifkin was 
employed in commercial real estate management and development.  Bruce A. 
Rifkin is a son of Monroe M. Rifkin.

Peter N. Smith has served as Vice President - Engineering/New Business 
Development of R & A since March 1984.  Mr. Smith is responsible for the 
construction of several of the largest cable television systems in the 
United States.  Mr. Smith was employed by ATC from 1973 to 1984 in 
various engineering capacities including Vice President - Engineering of 
the National Division.  He holds a degree in Electrical Engineering from 
Franklin University.

Irene D. McPhail has served as Vice President - Operations since April 
1998, overseeing R & A's Miami Beach system, and has nearly twenty years 
of cable television management experience.  Prior to joining R & A, from 
 1997 to 1998, Ms. McPhail was the owner and principal of Re-Source, LLC, 
a management consulting firm specializing in the cable television and 
telecommunications industry.  Ms. McPhail was employed by Nynex Video 
Service Operations Company from 1995 to 1998, where she led the 
development of business, organizational and marketing strategies for 
cable television systems in two major metropolitan cities.  Prior to that 
she was employed by Cablevision Systems from 1979 to 1995.  Some of the 
positions she held while at Cablevision Systems include General Manager 
of some of Cablevision's largest systems, including those in New York 
City, Connecticut and Chicago.  Ms. McPhail holds a degree in 
Communication Arts from the New York Institute of Technology.

Advisory Committee

S. Gerard Benford has served as Executive Vice President of VS&A 
Communications Partners, L.P. since 1990.  Since November 1994, Mr. 
Benford has also been Executive Vice President of VS&A Communications 
Partners II, L.P. and General Partner of VS&A Equities II, L.P. Mr. 
Benford has been Vice President of VS&A RAP, Inc. since August 1995.

Avy H. Stein has been employed by Willis Stein & Partners, L.L.C. as a 
Managing Director since 1995.  Prior to joining Willis Stein & Partners, 
L.L.C., Mr. Stein was, from 1989 to 1995 employed by Continental Illinois 
Venture Corporation as its Managing Director.

David H. Morse has been employed by Equity Partners, L.P., I, the parent 
organization of IEP Holdings I LLC, or its predecessors and their 
affiliates since 1993 and currently serves as Partner responsible for 
originating, structuring and managing equity and debt investments.  From 
August 1989 to February 1993, Mr. Morse worked in the Corporate Finance 
Group of General Electric Capital Corporation most recently as a Vice 
President.  From 1984 through 1987, Mr. Morse worked at Chemical Bank in 
New York City most recently as Assistant Treasurer.  Mr. Morse also 
serves as a director of Reid Plastics, Inc.

Dhananjay M. Pai is President of PaineWebber Capital Inc., which is a 
principal investment affiliate of PaineWebber Incorporated.  Mr. Pai is 
also a First Vice President of PaineWebber Incorporated.  Before joining 
PaineWebber in April 1990, Mr. Pai was a Vice President in the Mergers 
and Acquisitions Department at Drexel Burnham Lambert, Inc.

Gregory P. Flynn has been employed by Lexington Equity Partners II LLC 
since January 1997 as its Managing Partner.  Prior to joining Lexington 
Equity Partners II LLC, Mr. Flynn was a Managing Director for 
Internationale Nederlanden (U.S.) Management Co., Inc. from 1994 through 
1996.  In addition, Mr. Flynn served as a Managing Director, from 1989 
to 1994, for Internationale Nederlanden (U.S) Capital Corporation. 

Jeffrey T. Stevenson has been the President of VS&A Communications 
Partners, L.P. since 1989.  Since November 1994 he has served as 
President of VS&A Communications Partners II, L.P. and General Partner 
of VS&A Equities II, L.P. Mr. Stevenson has been President of VS&A RAP, 
Inc. since August 1995.

John S. Suhler has been the President and Co-Chief Executive Officer of 
Veronis, Suhler & Associates Inc. since October 1981.  He has served as 
a General Partner of VS&A Equities, L.P. since March 1987.  VS&A 
Equities, L.P. is the general partner of VS&A Communications, L.P. Mr. 
Suhler is also a founding General Partner of VS&A Equities II, L.P., a 
position he has held since November 1994.  VS&A Equities II, L.P. is the 
general partner of VS&A Communications Partners II, L.P.

Daniel M. Gill has been employed by Willis Stein & Partners, L.L.C. as 
a Managing Director since 1995.  Prior to joining Willis Stein & 
Partners, L.L.C., Mr. Stein was, from 1990 to 1995 employed by 
Continental Illinois Venture Corporation as its Managing Director.


ITEM 11 - EXECUTIVE COMPENSATION

General. No employee of the Partnership is an executive officer of the 
Company.  The executive officers of RACC, in their capacity as such, do 
not serve as executive officers of the Partnership or any of the 
Guarantors.  Services of the executive officers and other employees of R 
& A and RML are provided to the Company, and the Company pays R & A a fee 
pursuant to the Management Agreement for such services. The executive 
officers and other employees of R & A and RML and/or RACC who provide 
services to the Company are compensated solely in their capacity as 
executive officers of R & A and therefore receive no compensation from 
the Company except as provided by the Equity Incentive Plan described 
below. R & A engages in certain management services for other affiliates 
of Monroe M. Rifkin.  No portion of the management fee paid by the 
Company is allocated to specific employees for the services performed by 
R & A for the Company.  The General Partner of the Partnership receives 
no compensation for its services to the Company in such capacity.  See 
"Certain Relationships and Related Transactions--Management Agreement 
with R & A and R & A Management , LLC."

Equity Incentive Plan.  In 1996, the Company implemented an Equity 
Incentive Plan (the "Plan") in which certain R & A executive officers and 
key employees, and certain key employees of the Company, are eligible to 
participate.  Plan participants in the aggregate, have the right to 
receive (i) cash payments of up to 2.0% of the aggregate value of all 
partnership interests of the Company (the "Maximum Incentive 
Percentage"), based upon the achievement of certain annual Operating Cash 
Flow (as defined in the Plan) targets for the Company for each of the 
calendar years 1996 through 2000, and (ii) an additional cash payment 
equal to up to 0.5% of the aggregate value of all partnership interests 
of the Company (the "Additional Incentive Percentage"), based upon the 
achievement of certain cumulative Operating Cash Flow targets for the 
Company for the five-year period ended December 31, 2000.  Subject to the 
achievement of such annual targets and the satisfaction of certain other 
criteria based on the Company's operating performance, up to 20% of the 
Maximum Incentive Percentage will vest in each such year, provided, that 
in certain events vesting may accelerate.  Payments under the Plan are 
subject to certain restrictive covenants contained in the Notes.

No amounts are payable under the Plan except upon (i) the sale of 
substantially all of the assets or partnership interests of the Company 
or (ii) termination of a Plan participant's employment with R & A or the 
Company, as applicable, due to (a) the decision of the Advisory Committee 
to terminate such participant's employment due to disability, (b) the 
retirement of such participant with the Advisory Committee's approval or 
(c) the death of such Participant.  The value of amounts payable pursuant 
to clause (i) above will be based upon the aggregate net proceeds 
received by the holders of all of the partnership interests in the 
Company, as determined by the Advisory Committee, and the amounts payable 
pursuant to clause (ii) above will be based upon the Enterprise Value 
determined at the time of such payment.  For purposes of the Plan, 
Enterprise Value generally is defined as Operating Cash Flow for the 
immediately preceding calendar year times a specified multiple and 
adjusted based on the Company's working capital.

The provision relating to the Plan for the years ended December 31, 1998 
and 1997 was $1,119,996 and $859,992, respectively.

Retirement Benefits.  During 1996, a Company-sponsored 401(k) plan was 
implemented for its employees that have been employed by the Company for 
at least one year.  Employees of the Company can contribute up to 15% of 
their salary, on a before-tax basis, with a maximum 1998 contribution of 
$10,000 (as set by the Internal Revenue Service).  The Company matches 
participant contributions up to a maximum of 50% of the first 3% of a 
participant's salary contributed.   All participant contributions and 
earnings are fully vested upon contribution and Company contributions and 
earnings vest 20% per year of employment with the Company, becoming fully 
vested after five years.  The Company's matching contributions for the 
years ended December 31, 1998 and 1997 were $50,335 and $72,707, 
respectively.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Partnership

In February 1999, the Partnership announced the planned acquisition by 
Charter Communictions ("Charter") of all outstanding partnership 
interests in the Partnership and InterLink Communications Partners, LLLP 
("InterLink") and the assumption of the outstanding debt of InterLink and 
the Partnership.  The parties expect to finalize definitive agreements 
for the transactions by April 7, 1999 and expect to close the 
transactions during the third quarter of 1999.

The following table sets forth certain information, as of December 31, 
1998, concerning the beneficial ownership of partnership interests in the 
Partnership owned by each person known by the Company to own beneficially 
more than a five percent interest and by the executive officers of R & 
A as a group.

Name and Addressof Beneficial Owners	Percentage 
(1)

VS&A Communications Partners II, L.P	28.7(2)
350 Park Avenue
New York, NY 10022

Greenwich Street (RAP) Partners I, L.P	27.5(3)
388 Greenwich Street
New York, NY 10003

ING Equity Partners II, L.P.            27.5(4)
520 Madison Avenue, 33rd Floor
New York, NY 10022

Willis Stein & Partners                 27.5(5)
227 West Monroe Street, Suite 4300
Chicago, IL  60606

ING Equity Partners, L.P. I.            22.0(6)
520 Madison Avenue, 33rd Floor
New York, NY  10022

PaineWebber Capital, Inc                 5.5(7)
1285 Avenue of the Americas
New York, NY 10019

PW Partners 1995, L.P.                   5.5(8)
1285 Avenue of the Americas
New York, NY  10019

Monroe M. Rifkin                        35.5(9)
360 S. Monroe Street
Denver, CO 80209

Other executive officers
  of R & A as a group (5 persons)        2.4


(1)	Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act 
of 1934, as amended, a person or entity is deemed to have beneficial 
ownership of securities if such person or entity has, directly or 
indirectly, through any contract or other arrangement, the power to 
vote such securities or investment power including the power to 
dispose or direct the disposition of such securities.  The percentage 
interests set forth in this table include the percentage ownership 
each person or entity is deemed to beneficially own as determined 
under Rule 13d-3, including the percentage interest over which voting 
or dispositive power is shared with another person or entity.  The 
disclosure requirements of Rule 13d-3, in certain instances, will 
result in disclosure that indicates that more than one person or 
entity beneficially owns such percentage interest because either 
voting or dispositive power is shared.

(2)	Includes a 0.4% interest held by VS&A RAP, Inc., a wholly-owned 
subsidiary of VS&A Communications Partners II, L.P.

(3)	Greenwich Street (RAP) Partners I, L.P. ("Greenwich") beneficially 
owns such partnership interest directly.  In 1998, InterLink 
Communications Partners, LLLP ("InterLink") acquired ownership of all 
of the limited partnership interests of Greenwich (and indirect 
ownership of the general partnership interest in Greewich, through a 
wholly-owned limited liability company) and Greenwich is no longer an 
affiliate of Greenwich Street Capital Partners, Inc.

(4)	Represents a 27.5% limited partnership interest directly held by 
Greenwich (the "Greenwich Interest").  ING Equity Partners II, L.P. 
("ING Equity"), through ING Media Partners II, L.P. and ING Media C 
Corp., two entities controlled by ING Equity, is deemed to 
beneficially own the Greenwich Interest by virtue of its ownership 
interest and voting power in InterLink , which directly holds all of 
the limited partnership interests in Greenwich and  through a wholly-
owned limited liability company, indirectly holds the general 
partnership interest in Greenwich.  The consent of the Advisory 
Committee of Interlink is needed in order to dispose of the Greenwich 
interest and ING Equity has the power to appoint two of the five 
members of the Advisory Committee.  See footnote 1 for an explanation 
of the definition of beneficial ownership under Rule 13d-3.  ING 
Equity Partners II, L.P. is an affiliate of ING Equity Partners L.P. 
I.

(5)	Represents the 27.5% Greenwich Interest.  Willis Stein & Partners 
("WS"), through WS InterLink Corp., an entity controlled by WS, is 
deemed to beneficially own the Greenwich Interest by virtue of its 
ownership interest and voting power in InterLink, which directly holds 
all of the limited partnership interests in Greenwich and, through a 
wholly-owned limited liability company, indirectly holds the general 
partnership interest in Greenwich. The consent of the Advisory 
Committee of Interlink is needed in order to dispose of the Greenwich 
Interest and WS has the power to appoint two of the five members of 
the Advisory Committee.  See footnote 1 for an explanation of the 
definition of beneficial ownership under Rule 13d-3.  

(6)	Such limited partnership interest is held directly by IEP Holdings I 
LLC, which is controlled by ING Equity Partners L.P. I.  ING Equity 
Partners L.P. I is an affiliate of ING Equity Partners II, L.P.

(7)	Paine Webber Capital, Inc. is an affiliate of PW Partners 1995 L.P.

(8)	PW Partners 1995 is an affiliate of Paine Webber Capital, Inc.

(9)	Includes a 7.0% limited partnership interest held by entities 
controlled by Mr. Rifkin and the Rifkin Trusts.  Mr. Rifkin is a co-
trustee of such trusts and exercises shared voting power with respect 
to the interest held therein.  Also includes a 1.0% general 
partnership interest held by the General Partner.  The beneficial 
ownership of such interest is attributed to Mr. Rifkin by virtue of 
his ownership of 80% of the voting stock of the general partner of the 
General Partner.  Finally, includes the 27.5% Greenwich Interest.  Mr. 
Rifkin is deemed to beneficially own the Greenwich Interest by virtue 
of his ownership interest and voting power in InterLink, which 
directly holds all of the limited partnership interests in Greenwich 
and , through a wholly-owned limited liability company, indirectly 
holds the general partnership interest in Greenwich.  See footnote 1 
for an explanation of the definition of beneficial ownership under 
Rule 13d-3.  

RACC

All issued and outstanding shares of RACC's Common Stock, par value $1.00 
per share, are directly owned by the Partnership.  Consequently, none of 
the executive officers of RACC own any equity interests therein.



ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Agreement With R & A and R & A Management, LLC 

R & A managed the Company's cable systems pursuant to the Management 
Agreement among the Company and Cable Equities of Colorado, Ltd. 
(collectively, the "Owners") and R & A, as manager.  R & A conveyed the 
management agreement to RML in September 1998, and is the managing member 
of RML.  Monroe M. Rifkin, a beneficial owner of more than 5% of the 
partnership interests in the Partnership and a member of the 
Partnership's Advisory Committee, controls RML as the sole director and 
shareholder of R & A, RML's managing member.  RML serves as the central 
manager for the Owners and provides, among other services, operational 
management direction; accounting; monthly revenue collection and bill 
payment; programming negotiation and related services; marketing and 
public relations assistance; engineering assistance; and strategic 
planning.  Under the terms of the Management Agreement, the Company pays 
an annual management fee to RML equal to 3.5% of the Company's gross 
revenues and reimburses certain costs.  The Company has established a $1 
million escrow account for the payment of any management fees to RML in 
the event that payment of management fees would otherwise be prohibited 
by the Amended and Restated Credit Agreement or any other loan agreement 
of the Company or any subsidiary.  The aggregate management fees paid by 
the Company to R & A and RML for the years ended December 31, 1998 and 
1997 were $3.1 million and $3.0 million, respectively.  Neither RML nor 
any of its affiliated entities may compete with the Company in offering 
cable television or competing services in any geographic area in which 
the Company holds a cable television franchise or operates a cable 
television system.

The Management Agreement will continue in effect with respect to each 
cable television system owned by the Company for the duration of the 
Company's cable television franchise for that system and any extension 
or renewal of such franchise, unless earlier terminated.  The Management 
Agreement may be terminated by the Owners if the General Partner is 
removed pursuant to the Partnership Agreement as a result of Mr. Rifkin's 
death or disability or his failure to serve as Chairman or exercise 
active control over day-to-day operations of the General Partner or the 
Company, provided, however, that the Management Agreement may not be 
terminated prior to September 1, 2000 if such removal is the result of 
Mr. Rifkin's death or disability.  If the Management Agreement is 
terminated other than as a result of the removal of the General Partner 
as described above (other than as a result of Mr. Rifkin's death or 
disability), or for cause (if RML takes action which causes substantial 
detriment to the cable systems), then the Company is obligated to make 
a severance payment of $500,000 to RML.

Services to be Rendered by VS&A

Pursuant to the Partnership Agreement and subject to the approval of the 
Advisory Committee, VS&A will provide management and media industry 
advisory services to the Company from time to time with respect to debt 
and equity funding and the evaluation of potential acquisitions.  VS&A 
will be paid reasonable compensation not to exceed $50,000 in any year 
in consideration for such services and is reimbursed for all reasonable 
out-of-pocket expenses incurred by it in connection therewith.  No 
amounts were paid pursuant to this provision during 1998.

Senior Subordinated Debt Held by Monroe M. Rifkin

Until January 1996, the Company had outstanding senior subordinated debt 
(the "Old Rifkin Note") of $3 million payable to Monroe M. Rifkin, 
Chairman and Chief Executive Officer of R & A.  Aggregate interest 
payments made by the Company in respect of the Old Rifkin Note were 
$200,000 and $364,000 in 1994 and 1995, respectively.  On January 26, 
1996, in connection with the Notes offering, the Company amended and 
restated the Old Rifkin Note and issued a new Note to Mr. Rifkin (the 
"New Rifkin Note").  The New Rifkin Note bears a rate of interest and has 
a scheduled maturity identical to that of the Exchange Notes and ranks 
pari passu with the Notes.


The New Rifkin Note contains no covenants other than the obligation to 
pay principal and interest thereon.  Aggregate interest payments made by 
the Company related to the New Rifkin Note in 1998 and 1997 were $333,750 
and $336,104, respectively.  Events of default under the New Rifkin Note 
are limited to the failure to pay principal and interest thereunder, and 
a right to accelerate the Rifkin Note upon an acceleration of the Notes. 
 Any rescission of acceleration by the Trustee or the holders of the 
Notes operates to rescind acceleration of the New Rifkin Note provided 
that there is no then existing payment default under the Rifkin Note. 
 In the event of any redemption, defeasance or other retirement for value 
of the Notes or any portion thereof prior to their scheduled maturity, 
Mr. Rifkin shall have the right to require the Company to redeem, defease 
or retire the New Rifkin Note to the same extent as the Notes, subject 
to the limitations in the Indenture regarding restricted payments.  See 
"Description of Exchange Notes-Covenants."

Except for any redemption, repurchase or retirement of the New Rifkin 
Note by the Company as described above, Mr. Rifkin has agreed for as long 
as any Notes are outstanding not to sell, transfer, pledge, hypothecate, 
encumber, or otherwise dispose of the New Rifkin Note, provided that Mr. 
Rifkin may transfer the New Rifkin Note to any trust controlled by him 
or any corporation wholly and directly owned by him.

Certain Relationships with Legal Counsel

Baker & Hostetler LLP, Denver, Colorado, has acted as legal counsel to 
the Company in connection with the offering of the Old Notes and has 
acted as legal counsel to the Company in connection with the Company's 
exchange of New Notes for Old Notes and may from time to time be engaged 
by the Company with respect to other matters.  A partner of Baker & 
Hostetler LLP is a son of Monroe M. Rifkin.  The company paid 
approximately $64,000 in 1998 to Baker  & Hostetler LLP in connection 
with general matters.


PART IV

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

(a) Exhibits:

The following exhibits are filed pursuant to Item 601 of Regulation 
S-K.
Exhibit
Number	Description

2.1	Asset Sale Agreement dated as of January 2, 1996, between Mid-
Tennessee Cable Limited Partnership and Rifkin/MT Management, L.P. (1)

2.2	Assignment and Assumption Agreement dated January 2, 1996 between 
Rifkin Acquisition Partners, L.L.L.P. and Rifkin/MT Management, L.P. (1)

2.3	Amended and Restated Purchase and Sale Agreement dated March 29, 
1996 by and between Rifkin Cablevision of Tennessee, Ltd. and Rifkin 
Acquisition Partners, L.L.L.P. (1)

2.4	Purchase Agreement dated January 31, 1996 among BT Securities 
Corporation, Smith Barney Inc., First Union Capital Markets Corp., 
PaineWebber Incorporated, Rifkin Acquisition Partners, L.L.L.P., 
Rifkin Acquisition Capital Corp., Cable Equities of Colorado, Ltd., 
Rifkin/Tennessee, Ltd., Cable Equities of Colorado Management Corp., 
Cable Equities, Inc., and FNI Management Corp. (1)

3.1	Certificate of Limited Partnership and Registration Statement of 
Rifkin Acquisition Partners, L.L.L.P. (1)

3.2	Second Amended and Restated Limited Partnership Agreement of Rifkin 
Acquisition Partners, L.L.L.P. dated August 31, 1995 as amended. (1)

3.3	Amendment No. 1 to the Second Amended and Restated Limited 
Partnership Agreement of Rifkin Acquisition Partners, L.L.L.P. dated 
January 31, 1996. (3)

3.4	Articles of Incorporation of Rifkin Acquisition Capital Corp. (1)

3.5	Bylaws of Rifkin Acquisition Capital Corp. (1)

3.6	Articles of Incorporation of RT Investments Corp. (1)

3.7	Bylaws of RT Investments Corp. (1)

3.8	Amended and Restated Agreement of Limited Partnership of Rifkin 
Acquisition Management, L.P. dated May 12 1989, as amended. (1)

3.9	Certificate of Limited Partnership of Rifkin Acquisition Management, 
L.P. (1)

4.1	Indenture dated January 15, 1996 among Rifkin Acquisition Partners, 
L.L.L.P., Rifkin Acquisition Capital Corp., as Issuers, Cable 
Equities of Colorado Mangement Corp., FNI Management Corp., Cable 
Equities of Colorado, Ltd., Cable Equities, Inc. and 
Rifkin/Tennessee, Ltd., as Subsidiary Guarantors, and Marine Midland 
Bank as Trustee related to the 11 1/8% Senior Subordinated Notes due 
2006 (including form of certificate to be delivered in connection 
with transfers to the institutional accredited investors). (1)


4.2	Registration Rights Agreement dated as of January 31, 1996 among 
Rifkin Acquisition Partners, L.L.L.P., Rifkin Acquisition Capital 
Corp., Cable Equities of Colorado Management Corp., FNI Management 
Corp., Cable Equities of Colorado., Ltd., Cable Equities, Inc., 
Rifkin/Tennessee, Ltd., BT Securities Corporation, Smith Barney 
Inc., First Union Capital Markets Corp. and PaineWebber 
Incorporated. (1)


Exhibit
Number	Description
4.3	Pledge Agreement dated as of January 31, 1996 made by Rifkin 
Acquisition Partners, L.L.L.P. and Rifkin Acquisition Capital Corp. 
to Marine Midland Bank. (1)

4.4	Amended and Restated Promissory Note dated January 31, 1996 in the 
principal amount of $3,000,000 payable by Rifkin Acquisition 
Partners to Monroe M. Rifkin. (1)

4.5	Amended and restated Credit Agreement dated as of March 1, 1996 
among Rifkin Acquisition Partners, L.L.L.P., as Borrower, the 
several banks and other financial institutions from time to time 
parties thereto, First Union National Bank of North Carolina, as 
administrative agent and Bankers Trust Company, as syndication 
agent.  (1)

4.6	11 1/8% Senior Subordinated Note due 2006 in the principal sum of 
$118,750,000 payable by Rifkin Acquisition Partners, L.L.L.P. and 
Rifkin Acquisition Capital Corp. to Cede & Co. or registered 
assigns. (1)

4.7	11 1/8% Senior Subordinated Note due 2006 in the principal sum of 
$4,250,000 payable by Rifkin Acquisition Partners, L.L.L.P. and 
Rifkin Acquisition Capital Corp. to Cede & Co. or registered 
assigns. (1)

4.8	11 1/8% Senior Subordinated Note due 2006 in the principal sum of 
$2,000,000 payable to Rifkin Children Trust III or registered 
assigns. (1)

10.1	Amended and Restated Management Agreement dated August 31, 1995 
among Rifkin Acquisition Partners, L.P., Rifkin/Tennessee, Ltd., 
Cable Equities of Colorado, Ltd. and R & A, Inc., as amended by the 
Amendment of Management Agreement dated as of January 26, 1996 among 
Rifkin Acquisition Partners, L.L.L.P., Rifkin/Tennessee, Ltd., Cable 
Equities of Colorado, Ltd. and R & A Management, LLC, (1)

10.2	Franchise Agreement to Provide Cable and Noncable Services between 
County of Gwinnett, Georgia and Cable Equities of Colorado, Ltd. 
dated December 5, 1995. (1)

10.3	Franchise Agreement to Provide Cable and Noncable Services between 
City of Roswell, Georgia and Cable Equities of Colorado, Ltd. dated 
February 5, 1996. (1)

10.4.	Ordinance of City of Columbia, Tennessee granting Rifkin/Tennessee, 
Ltd the right to erect, maintain and operate a cable television 
system in the City of Columbia, Tennessee passed and adopted January 
3, 1991. (1)

10.5	Cable Television Franchise Ordinance between Rifkin/Tennessee, Ltd. 
and City of Cookeville, Tennessee, passed January 19, 1995. (1)

10.6	Form of Exchange Agreement by and between Bankers Trust Company, 
Rifkin Acquisition Partners, L.L.L.P. and Rifkin Acquisition Capital 
Corp. (1)

10.7	Asset Purchase Agreement by and between American Cable Investors 5, 
Ltd. and Rifkin Acquisition Partners, L.L.L.P. dated as of November 
29, 1996. (2)


10.8	Asset Purchase Agreement by and between Bresnan Communications 
Company and Rifkin Acquisition Partners, L.L.L.P. dated as of 
October 16, 1997. (3)

21.1	Subsidiaries of the Registrants. (1)
                                  
(1)	Incorporated by reference from Registration Statement on Form 
S-1, as amended, Registration No. 333-3084.
(2)	Incorporated by reference from Form 10-K, dated December 31, 
1996, Registration No. 333-3084.
(3)	Incorporated by reference from Form 10-K, dated December 31, 
1997, Registration No. 333-3084.


(b)  Financial Statement Schedules:

None.

(c)  Reports on Form 8-K

No reports on Form 8-K were filed during the period covered by this 
report.

Supplemental Information to be Furnished with Reports Filed Pursuant to 
Section 15(d) of the Act by Registrants Which Have Not Been Registered 
Securities Pursuant to Section 12 of the Act

No annual report to security holders covering the Registrants' last 
fiscal year or proxy statement, form of proxy or other proxy solicitation 
material has been sent to holders of Notes.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act 
of 1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.


                                RIFKIN ACQUISITION PARTNERS, L.L.L.P.

                                By:  Rifkin Acquisition Management, L.P.
                                a Colorado limited partnership, its
                                general partner

                                By:  RT Investments Corp., a Colorado
                                corporation, its general partner


                                By:  /s/Monroe M. Rifkin              
  
                                     Monroe M. Rifkin
                                     Its:  President/Treasurer 


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.


Name and Title                                  Date

By:  /s/Monroe M. Rifkin             	        March 31, 1999     
     Monroe M. Rifkin
     President, Treasurer & Director of RT
     Investments Corp. (Principal Executive
     Officer)

			
By:  /s/Dale D. Wagner                       	March 31, 1999     
     Dale D. Wagner
     Vice President & Assistant Treasurer of
     RT Investments Corp. (Principal Financial
     and Accounting Officer)


By:  /s/Jeffrey D. Bennis                    	March 31, 1999     	
     Jeffrey D. Bennis
     Vice President & Director of RT
     Investments Corp.





SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Act 
of 1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.


RIFKIN ACQUISITION CAPITAL CORP.


  By:  /s/Monroe M. Rifkin                
       Monroe M. Rifkin
       Its:  President/Treasurer 


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.

Name and Title                          	    Date



By:  /s/Monroe M. Rifkin                             March 31, 1999
     Monroe M. Rifkin
     Its:  President/Treasurer and Director
           (Principal Executive Officer)


By:  /s/Dale D. Wagner                               March 31, 1999
     Dale D. Wagner
     Its:  Vice President, Secretary &
     Assistant Treasurer (Principal
     Financial and Accounting Officer)