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


(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
                                       OR
[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from  ________ to  ________

Commission file number:  0-19259

                         JONES GROWTH PARTNERS II L.P.
                         -----------------------------
             (Exact name of registrant as specified in its charter)

     Colorado                                           84-1126141
     --------                                           ----------
State of Organization                                   (IRS Employer
                                                        Identification No.)

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

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

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

     Yes   X                                            No ___
          ---     

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

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


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


                                    PART I.
                                    -------

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

          THE PARTNERSHIP.  Jones Growth Partners II L.P. (the "Partnership") is
a Colorado limited partnership that was formed to acquire, own and operate cable
television systems in the United States.  Jones Spacelink Cable Corporation, a
Colorado corporation, is the general partner (the "General Partner") of the
Partnership.  The General Partner is a wholly-owned subsidiary of Jones
Intercable, Inc. ("Intercable").  Intercable is a Colorado corporation engaged
in the business of owning and operating cable television systems.  The
Partnership owns the cable television systems serving Yorba Linda and certain
portions of Anaheim Hills, all in the State of California (the "Yorba Linda
System").  See Item 2.

          PROPOSED DISPOSITION OF THE YORBA LINDA SYSTEM.  On August 16, 1996,
the Partnership entered into an asset purchase agreement providing for the sale
of the Yorba Linda System by the Partnership to an unaffiliated party (the
"Purchaser") for a sales price of $36,000,000, subject to normal closing
adjustments.  The sale has been approved by the holders of a majority of the
limited partnership interests in the Partnership.  Closing was originally
expected to occur prior to June 30, 1997; however, the Purchaser was unable to
obtain by that date the approval from the City of Yorba Linda to the transfer of
the Yorba Linda cable television franchise.  The asset purchase agreement was
amended to permit the Purchaser additional time to obtain the approval of the
City of Yorba Linda.  The City of Yorba Linda finally approved the the transfer
of the Yorba Linda cable television system franchise to the Purchaser in March
1998, and closing of the sale now is anticipated to occur during the second
quarter of 1998.  Closing is subject to the satisfaction of a remaining
condition, however, i.e., the termination or expiration of the statutory waiting
period applicable to the asset purchase agreement and the transactions
contemplated thereby under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.  Given the length of time from the date of contract to the
closing, the Partnership and the Purchaser are required to refile under the
Hart-Scott-Rodino Act of 1976, as amended.

          Upon the consummation of the proposed sale of the Yorba Linda System,
the Partnership will repay its outstanding indebtedness, which totaled
$12,150,500 at December 31, 1997, and then the Partnership will distribute the
sale proceeds, net of closing adjustments, to its limited partners.  Because
limited partners will not receive distributions in an amount equal to 100
percent of the capital initially contributed to the Partnership by the limited
partners plus an amount equal to 8 percent per annum, cumulative and
noncompounded, on an amount equal to their initial capital contributions, the
General Partner will not receive any general partner distribution from the sale
proceeds if the Yorba Linda System is sold.  Based upon financial information as
of December 31, 1997, the distribution from the sale of the Yorba Linda System
will provide the limited partners of the Partnership, as a group, an estimated
$24,232,417 or from $1,172 to $1,281 for each $1,000 limited partnership
interest from the net proceeds of the Yorba Linda System's sale.  The specific
amount of a limited partner's distribution will be dependent upon a limited
partner's date of investment.  The Partnership will be liquidated and dissolved
upon the completion of the distribution from the sale of the Yorba Linda System.

          CABLE TELEVISION SERVICES.  The Yorba Linda System offers to its
subscribers various types of programming, which include basic service, tier
service, premium service, pay-per-view programs and packages including several
of these services at combined rates.

                                       2
<PAGE>
 
          Basic cable television service usually consists of signals of all four
national television networks, various independent and educational television
stations (both VHF and UHF) and certain signals received from satellites.  Basic
service also usually includes programs originated locally by the system, which
may consist of music, news, weather reports, stock market and financial
information and live or videotaped programs of a public service or entertainment
nature.  FM radio signals are also frequently distributed to subscribers as part
of the basic service.

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

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

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

          REVENUES.  Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Yorba Linda System.  At December
31, 1997, the Yorba Linda System's monthly basic service rates ranged from
$15.20 to $15.50, monthly basic and tier ("basic plus") service rate was $27.75
and monthly premium services ranged from $4.70 to $11.95 per premium service.
In addition, the Partnership earns revenues from the Yorba Linda System's pay-
per-view programs and advertising fees.  Related charges may include a
nonrecurring installation fee that ranges from $10.00 to $20.00; however, from
time to time the Yorba Linda System has followed the common industry practice of
reducing or waiving the installation fee during promotional periods.  Commercial
subscribers such as hotels, motels and hospitals are charged a nonrecurring
connection fee that usually covers the cost of installation.  Except under the
terms of certain contracts with commercial subscribers and residential apartment
and condominium complexes, the subscribers are free to discontinue the service
at any time without penalty.  For the year ended December 31, 1997, of the total
fees received by the Yorba Linda System, basic service and tier service fees
accounted for approximately 67 percent of total revenues, premium service fees
accounted for approximately 11 percent of total revenues, pay-per-view fees were
approximately 2 percent of total revenues, advertising fees were approximately 6
percent of total revenues and the remaining 14 percent of total revenues came
principally from equipment rentals, installation fees and program guide sales.
The Partnership is dependent upon the timely receipt of service fees to provide
for maintenance and replacement of plant and equipment, current operating
expenses and other costs of the Yorba Linda System.

          FRANCHISES.  The Yorba Linda System is constructed and operated under
non-exclusive, fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") granted by local governmental
authorities.  The Yorba Linda System's franchises require that franchise fees
generally based on gross revenues of the cable system be paid to the
governmental authority that granted the franchise, that certain channels be
dedicated to municipal use, that municipal facilities, hospitals and schools be
provided cable service free of charge and that any new cable plant be
substantially constructed within specific periods.

          The Partnership holds three franchises for the Yorba Linda System.
The 1984 Cable Act prohibits franchising authorities from imposing annual
franchise fees in excess of 5 percent of gross revenues and also permits the
cable television system operator to seek renegotiation and modification of
franchise requirements if warranted by changed circumstances.

                                       3
<PAGE>
 
          The Partnership has never had a franchise revoked.  The Partnership
does not have any franchises that will expire prior to December 31, 1998.

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

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

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

          DBS.  High-powered direct-to-home satellites have made possible the
          ---                                                                
wide-scale delivery of programming to individuals throughout the United States
using small roof-top or wall-mounted antennas.  Several companies began offering
direct broadcast satellite ("DBS") service over the last few years.  Companies
offering DBS service use video compression technology to increase channel
capacity of their systems to 100 or more channels and to provide packages of
movies, satellite network and other program services which are competitive to
those of cable television systems.  DBS faces technical and legal obstacles to
offering its customers local broadcast programming, although at least one DBS
provider is attempting to do so.  In addition to emerging high-powered DBS
competition, cable television systems face competition from a major medium-
powered satellite distribution provider and several low-powered providers, whose
service requires use of much larger home satellite dishes.  Not all subscribers
terminate cable television service upon acquiring a DBS system.  The General
Partner has observed that there are DBS subscribers that also elect to subscribe
to cable television service in order to obtain the greatest variety of
programming on multiple television sets, including local programming not
available through DBS service.  The ability of DBS service providers to compete
successfully with the cable television industry will depend on, among other
factors, the ability of DBS providers to overcome certain legal and technical
hurdles and the availability of equipment at reasonable prices.

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

                                       4
<PAGE>
 
          Private Cable.  Additional competition is provided by private cable
          -------------                                                      
television systems, known as Satellite Master Antenna Television (SMATV),
serving multi-unit dwellings such as condominiums, apartment complexes, and
private residential communities.  These private cable systems may enter into
exclusive agreements with apartment owners and homeowners associations, which
may preclude operators of franchised systems from serving residents of such
private complexes.  Private cable systems that do not cross public rights of way
are free from the federal, state and local regulatory requirements imposed on
franchised cable television operators.  In some cases, the Partnership has been
unable to provide cable television service to buildings in which private
operators have secured exclusive contracts to provide video and telephony
services.  The Partnership is interested in providing these same services, but
expects that the market to install and provide these services in multi-unit
buildings will continue to be highly competitive.

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

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

REGULATION AND LEGISLATION
--------------------------

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

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

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

                                       5
<PAGE>
 
          Although the FCC rules control, local government units (commonly
referred to as local franchising authorities or "LFAs") are primarily
responsible for administering the regulation of the lowest level of cable -- the
basic service tier ("BST"), which typically contains local broadcast stations
and public, educational, and government ("PEG") access channels.  Before an LFA
begins BST rate regulation, it must certify to the FCC that it will follow
applicable federal rules, and many LFAs have voluntarily declined to exercise
this authority.  LFAs also have primary responsibility for regulating cable
equipment rates.  Under federal law, charges for various types of cable
equipment must be unbundled from each other and from monthly charges for
programming services.  The 1996 Telecom Act allows operators to aggregate costs
for broad categories of equipment across geographic and functional lines.  This
change should facilitate the introduction of new technology.

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

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

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

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

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

          Telephone Company Entry Into Cable Television.  The 1996 Telecom Act
          ---------------------------------------------                       
allows telephone companies to compete directly with cable operators by repealing
the historic telephone company/cable cross-ownership ban.  

                                       6
<PAGE>
 
Local exchange carriers ("LECs"), including the BOCs, can now compete with cable
operators both inside and outside their telephone service areas. Because of
their resources, LECs could be formidable competitors to traditional cable
operators, and certain LECs have begun offering cable service. As described
above, Intercable is now witnessing the beginning of LEC competition in a few of
its cable communities.

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

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

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

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

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

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

          Must Carry/Retransmission Consent.  The 1992 Cable Act contains
          ---------------------------------                              
broadcast signal carriage requirements that allow local commercial television
broadcast stations to elect once every three years between requiring a cable
system to carry the station ("must carry") or negotiating for payments for
granting permission to the cable operator to carry the station ("retransmission
consent").  Less popular stations typically elect "must carry," and more popular
stations typically elect "retransmission consent."  Must carry requests can
dilute the 

                                       7
<PAGE>
 
appeal of a cable system's programming offerings, and retransmission consent
demands may require substantial payments or other concessions. Either option has
a potentially adverse affect on the Partnership's business. Additionally, cable
systems are required to obtain retransmission consent for all "distant"
commercial television stations (except for satellite-delivered independent
"superstations" such as WGN). The burden associated with "must carry" may
increase substantially if broadcasters proceed with planned conversion to
digital transmission and the FCC determines that cable systems must carry all
analogue and digital broadcasts in their entirety.

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

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

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

          Internet Access.  Many cable operators have begun offering high speed
          ---------------                                                      
internet service to their customers.  At this time, there is no significant
federal or local regulation of this service.  However, as internet services
develop, it is possible that new regulations 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 

                                       8
<PAGE>
 
license is the subject of continuing legislative review and could adversely
affect the Partnership's ability to obtain desired broadcast programming. In
addition, the cable industry pays music licensing fees to BMI and is negotiating
a similar arrangement with ASCAP. Copyright clearances for nonbroadcast
programming services are arranged through private negotiations.

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

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

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

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

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

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


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

          The Partnership acquired the Yorba Linda System in April 1992.  The
following sets forth (i) the monthly basic plus service rates charged to
subscribers and (ii) the number of basic subscribers and pay units for 

                                       9
<PAGE>
 
the Yorba Linda System. The monthly basic service rates set forth herein
represent, with respect to systems with multiple headends, the basic service
rate charged to the majority of the subscribers within the Yorba Linda System.
In cable television systems, basic subscribers can subscribe to more than one
pay TV service. Thus, the total number of pay services subscribed to by basic
subscribers are called pay units. As of December 31, 1997, the Yorba Linda
System operated cable plant passing approximately 23,300 homes, with an
approximate 75 percent penetration rate. Figures for numbers of subscribers,
miles of cable plant and homes passed are compiled from the General Partner's
records and may be subject to adjustments.
 
                                                  At December 31,
                                           -----------------------------
YORBA LINDA SYSTEM                           1997       1996       1995
------------------                         -------    -------    -------
Monthly basic plus service rate            $ 27.75    $ 26.50    $ 24.77
Basic subscribers                           17,530     17,173     16,611
Pay units                                   11,057     10,960     10,295
 

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

          None.


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

          None.


                                   PART II.
                                   --------

               ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK
               -------------------------------------------------
                      AND RELATED SECURITY HOLDER MATTERS
                      -----------------------------------

          While the Partnership's interests are publicly held, there is no
established public market for the interests, and it is not expected that such a
market will develop in the future.  As of February 16, 1998, the number of
equity security holders in the Partnership was 2,302.

                                       10
<PAGE>
 
ITEM 6. SELECTED FINANCIAL DATA
-------------------------------
<TABLE>
<CAPTION>
                                                           For the Year Ended December 31,
                                         --------------------------------------------------------------------
                                             1997          1996          1995          1994          1993
                                         ------------  ------------  ------------  ------------  ------------
<S>                                      <C>           <C>           <C>           <C>           <C>
Revenues                                 $ 8,217,768   $ 7,696,684   $ 6,903,528   $ 6,345,871   $ 6,198,092
Depreciation and Amortization              3,707,100     3,948,250     3,654,998     3,444,027     3,287,050
Operating Loss                              (710,060)   (1,450,569)   (1,596,455)   (1,538,783)   (1,316,141)
Net Loss                                    (656,827)   (2,371,593)   (2,553,640)   (2,264,142)   (1,912,873)
Net Loss per Limited Partnership Unit         (32.87)      (118.67)      (127.78)      (113.29)       (95.72)
Weighted Average Number of Limited
  Partner Units Outstanding                   19,785        19,785        19,785        19,785        19,785
General Partner's Deficit                   (108,633)     (102,065)      (78,349)      (52,813)      (30,172)
Limited Partners' Capital                  6,225,944     6,876,203     9,224,080    11,752,184    13,993,685
Total Assets                              19,023,585    20,463,992    22,683,846    23,964,837    26,502,620
Credit Facility and Other Debt            12,150,500    12,821,077    12,754,960    11,247,350    11,547,919
General Partner Advances                           -             -             -        71,270             -
</TABLE>


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

          The following discussion of Jones Growth Partners II L.P.'s (the
"Partnership") financial condition and results of operations contains, in
addition to historical information, forward-looking statements that are based
upon certain assumptions and are subject to a number of risks and uncertainties.
The Partnership's actual results may differ significantly from the results
predicted in such forward-looking statements.

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

          On August 16, 1996, the Partnership entered into an asset purchase
agreement providing for the sale of the Yorba Linda System by the Partnership to
an unaffiliated party (the "Purchaser") for a sales price of $36,000,000,
subject to normal closing adjustments.  The sale has been approved by the
holders of a majority of the limited partnership interests in the Partnership.
Closing was originally expected to occur prior to June 30, 1997; however, the
Purchaser was unable to obtain by that date the approval from the City of Yorba
Linda to the transfer of the Yorba Linda cable television franchise.  The asset
purchase agreement was amended to permit the Purchaser additional time to obtain
the approval of the City of Yorba Linda.  The City of Yorba Linda finally
approved the transfer of the Yorba Linda cable television franchise to the
Purchaser in March 1998, and closing of the sale is anticipated to occur during
the second quarter of 1998.  Closing is subject to the satisfaction of a
remaining condition, however, i.e., the termination or expiration of the
statutory waiting period applicable to the asset purchase agreement and the
transactions contemplated thereby under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.  Given the length of time from the date of
contract to the closing, the Partnership and the Purchaser are required to
refile under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended.

          Upon the consummation of the proposed sale of the Yorba Linda System,
the Partnership will repay its outstanding indebtedness, which totaled
$12,150,500 at December 31, 1997, and then the Partnership will distribute the
sale proceeds, net of closing adjustments, to its limited partners. Because
limited partners will not receive distributions in an amount equal to 100
percent of the capital initially contributed to the Partnership by the limited
partners plus an amount equal to 8 percent per annum, cumulative and
noncompounded, on an amount equal to their initial capital contributions, the
General Partner will not receive a General Partner distribution from the sale
proceeds if the Yorba Linda System is sold. Based upon financial information as
of December 31, 1997, the distribution from the sale of the Yorba Linda System
will provide the limited partners of the Partnership, as a group, an estimated
$24,232,417 or from $1,172 to $1,281 for each $1,000 limited partnership
interest from the net proceeds of the Yorba Linda System's sale. The specific
amount of a limited partner's distribution will be dependent upon a limited
partner's date of investment. The Partnership will be liquidated and dissolved
upon the completion of the distribution from the sale of the Yorba Linda System.

                                       11
<PAGE>
 
          For the year ended December 31, 1997, the Partnership generated net
cash from operating activities totaling $2,868,668 which is available to fund
capital expenditures and non-operating costs. The Partnership's capital
expenditures for 1997 totaled approximately $1,713,000. Approximately 35 percent
of these expenditures was for the construction of service drops to subscribers
homes. Approximately 17 percent of these expenditures was for new plant
construction related to new homes passed and approximately 12 percent of these
expenditures was for the purchase of converters. The remainder of the
expenditures was used to maintain the value of the Yorba Linda System. Such
expenditures were funded from cash generated from operations. Budgeted capital
expenditures for 1998 are expected to be approximately $768,400 and will be
financed principally from cash on hand and cash generated from operations. As a
result of the pending sale of the Yorba Linda System, capital expenditures for
1998 will be only for various enhancements necessary to maintain the value of
the Yorba Linda System until it is sold. Depending upon the timing of the
closing of the sale of the Yorba Linda System, the Partnership likely will make
only the portion of budgeted capital expenditures scheduled to be made during
the Partnership's continued ownership of the Yorba Linda System.

          As of December 31, 1997, $12,150,500 was outstanding under the
Partnership's term loan agreement, which is payable in 24 consecutive quarterly
installments that began on March 31, 1997 with a final maturity date of December
31, 2002.  A total of $639,500 in principal payments was paid as of December 31,
1997 and were funded primarily from cash generated from operations.  A total of
$1,279,000 in principal payments is due in 1998 and will be funded primarily
from cash generated from operations.  The loan will be repaid in full when the
Yorba Linda System is sold.  Generally, the interest on the outstanding
principal balance is at the Partnership's option of the Prime rate plus 1/4
percent to 1/2 percent, or the Eurodollar option plus 1-1/4 percent to 1-1/2
percent, depending upon the ratio of the partnership debt to operating cash
flow.  The effective interest rates on amounts outstanding as of December 31,
1997 and 1996 were 7.16 percent and 6.75 percent, respectively.

          The Partnership will rely on cash on hand, cash generated from
operations and, if necessary, and in its discretion, advances from the General
Partner to fund capital expenditures and other liquidity needs of the
Partnership for the next year.

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

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

          The General Partner has initiated an assessment of its computer
applications to determine the extent of the problem.  Based on this assessment,
the General Partner has determined that the majority of its computer
applications supporting business processes, including accounting and billing,
are designed to handle the Year 2000 appropriately.

          The General Partner is currently focusing its efforts on the impact of
the Year 2000 issue on service delivery.  The General Partner has established an
internal team to address this issue.  The General Partner is identifying and
testing all date-sensitive equipment involved in delivering service to the
Partnership's customers.  In addition, the General Partner will assess its
options regarding repair or replacement of affected equipment during this
testing. The General Partner currently has no definitive estimate of the cost or
the extent of the impact, if any, this problem will have on service delivery;
however, the General Partner does not believe that the impact will be material.
The General Partner anticipates completion of its testing in 1998, at which time
it will determine the financial impact on the Partnership.  The General Partner
expects that the financial impact on the Partnership of the Year 2000 issue
likely will not be material because the General Partner anticipates that the
Partnership will be liquidated before the year 2000.

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

1997 Compared to 1996-

          Revenues of the Partnership increased $521,084, or approximately 7
percent, to $8,217,768 in 1997 compared to $7,696,684 in 1996.  The increase in
revenues was primarily due to basic service rate increases and an increase in
the number of basic subscribers.  Basic service rate increases accounted for
approximately 35 percent of the increase in revenues and an increase in the
number of basic subscribers accounted for approximately 26 percent of the
increase in revenues for the year ended December 31, 1997.  The number of basic
subscribers increased 357, or approximately 2 percent, to 17,530 subscribers at
December 31, 1997 from 17,173 subscribers at December 31, 1996.  An increase in

                                       12
<PAGE>
 
converter and cable remote rental revenues accounted for approximately 15
percent of the increase in revenues.  No other individual factor was significant
to the increase in revenues.

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

          Operating expenses increased $10,810, or less than 1 percent, to
$4,295,745 in 1997 from $4,284,935 in 1996.  Operating expenses represented
approximately 52 percent and 56 percent of revenues in 1997 and 1996,
respectively.

          The cable television industry generally measures the financial
performance of a cable television system in terms of operating cash flow
(revenues less operating expenses).  This measure is not intended to be a
substitute or improvement upon the items disclosed on the financial statements,
rather it is included because it is an industry standard.  Operating cash flow
increased $510,274, or approximately 15 percent, to $3,922,023 in 1997 from
$3,411,749 in 1996.  The increase was due to the increase in revenues exceeding
the increase in operating expenses.

          Management fees and allocated overhead from the General Partner
increased $10,915, or approximately 1 percent, to $924,983 in 1997 from $914,068
in 1996. This increase was primarily a result of the increase in revenues, upon
which such management fees are based, which was partially offset by a decrease
in allocated overhead from the General Partner.

          Depreciation and amortization expense decreased $241,150, or
approximately 6 percent, to $3,707,100 in 1997 from $3,948,250 in 1996.  This
decrease in depreciation and amortization expense was due to the maturation of a
portion of the Partnership's depreciable asset base.

          Operating loss decreased $740,509, or approximately 51 percent, to
$710,060 in 1997 from $1,450,569 in 1996.  This decrease was due to the increase
in operating cash flow and the decrease in depreciation and amortization
expense.

          Interest expense decreased $51,165, or approximately 6 percent, to
$853,502 in 1997 from $904,667 in 1996.  The decrease was primarily due to lower
outstanding balances on interest bearing obligations during 1997.

          The Partnership reported other income of $906,735 in 1997 compared to
other expense of $16,357 in 1996.  This change was a result of a property tax
refund received in 1997.

          Net loss decreased $1,714,766, or approximately 72 percent, to
$656,827 in 1997 from $2,371,593 in 1996. This change was a result of the
factors discussed above.

1996 Compared to 1995-

          Revenues of the Partnership increased $793,156, or approximately 11
percent, to $7,696,684 in 1996 compared to $6,903,528 in 1995.  The increase in
revenues was primarily due to basic service rate increases and an increase in
the number of basic subscribers.  Basic service rate increases accounted for
approximately 35 percent of the increase in revenues and an increase in the
number of basic subscribers accounted for approximately 21 percent of the
increase in revenues for the year ended December 31, 1996.  The number of basic
subscribers increased 562, or approximately 3 percent, to 17,173 subscribers at
December 31, 1996 from 16,611 subscribers at December 31, 1995.  An increase in
converter and cable remote rental revenues accounted for approximately 19
percent of the increase in revenues.  No other individual factor was significant
to the increase in revenues.

          Operating expenses increased $276,768, or approximately 7 percent, to
$4,284,935 in 1996 from $4,008,167 in 1995.  Operating expenses represented
approximately 56 percent and 58 percent of revenues in 1996 and 1995,
respectively.  The increase in operating expenses was primarily due to increases
in programming costs.  No other individual factor significantly affected the
increase in operating expenses.

          Operating cash flow increased $516,388, or approximately 18 percent,
to $3,411,749 in 1996 from $2,895,361 in 1995. The increase was due to the
increase in revenues exceeding the increase in operating expenses.

                                       13
<PAGE>
 
          Management fees and allocated administrative costs from the General
Partner increased $77,250, or approximately 9 percent, to $914,068 in 1996 from
$836,818 in 1995.  This increase was primarily a result of the increase in
revenues, upon which such management fees and allocated administrative costs are
based.

          Depreciation and amortization expense increased $293,252, or
approximately 8 percent, to $3,948,250 in 1996 from $3,654,998 in 1995.  This
increase in depreciation and amortization expense was attributable to additions
to the Partnership's depreciable asset base.

          Operating loss decreased $145,886, or approximately 9 percent, to
$1,450,569 in 1996 from $1,596,455 in 1995.  This decrease was due to the
increase in operating cash flow exceeding the increases in depreciation and
amortization expense.

          Interest expense decreased $54,617, or approximately 6 percent, to
$904,667 in 1996 from $959,284 in 1995.  The decrease was primarily due to lower
effective interest rates on outstanding obligations during 1996.

          Net loss decreased $182,047, or approximately 7 percent, to $2,371,593
in 1996 from $2,553,640 in 1995. The decrease was a result of the factors
discussed above.


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

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

                                       14
<PAGE>
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                   ----------------------------------------


To the Partners of Jones Growth Partners II L.P.:

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

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

          In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Jones Growth
Partners II L.P. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the three years in the period ended December
31, 1997, in conformity with generally accepted accounting principles.



                                                 ARTHUR ANDERSEN LLP



Denver, Colorado,
 March 13, 1998.

                                       15
<PAGE>
 
                         JONES GROWTH PARTNERS II L.P.
                         -----------------------------
                            (A Limited Partnership)

                                BALANCE SHEETS
                                --------------
<TABLE>
<CAPTION>
                                                                December 31,
                                                         --------------------------
                  ASSETS                                     1997          1996
                  ------                                 ------------  ------------
<S>                                                      <C>           <C>
CASH                                                     $   692,589   $   210,331
 
TRADE RECEIVABLES, less allowance
  for doubtful receivables of $14,081 and $32,132 at
  December 31, 1997 and 1996, respectively                   179,261       180,326
 
INVESTMENT IN CABLE TELEVISION PROPERTIES:
  Property, plant and equipment, at cost                  19,916,370    18,203,037
  Less - accumulated depreciation                         (8,649,910)   (6,660,530)
                                                         -----------   -----------
                                                          11,266,460    11,542,507
 
  Franchise costs and other intangible assets, net of    
    accumulated amortization of $11,212,324 and
    $9,587,058 at December 31, 1997 and 1996,
    respectively                                           6,678,064     8,300,830
                                                         -----------   -----------
 
      Total investment in cable television properties     17,944,524    19,843,337
 
DEBT PLACEMENT COSTS, net of accumulated
  amortization of $213,332 and $175,960 at
  December 31, 1997 and 1996, respectively                  70,073       107,445
 
DEPOSITS, PREPAID EXPENSES AND OTHER                         137,138       122,553
                                                         -----------   -----------
 
      Total assets                                       $19,023,585   $20,463,992
                                                         ===========   ===========
</TABLE>
                The accompanying notes to financial statements
                 are an integral part of these balance sheets.

                                       16
<PAGE>
 
                         JONES GROWTH PARTNERS II L.P.
                         -----------------------------
                            (A Limited Partnership)

                                BALANCE SHEETS
                                --------------

<TABLE>
<CAPTION>
                                                                 December 31,
                                                         --------------------------
    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)              1997           1996
                                                         ------------   -----------
<S>                                                      <C>            <C>
LIABILITIES:
 Credit facility and other debt                          $ 12,150,500   $12,821,077
 Trade accounts payable and accrued liabilities               488,610       546,347
 Subscriber prepayments and deposits                          267,164       322,430
                                                         ------------   -----------
 
    Total liabilities                                      12,906,274    13,689,854
                                                         ------------   -----------
 
COMMITMENTS AND CONTINGENCIES (NOTE 7)
 
PARTNERS' CAPITAL (DEFICIT):
 General Partner-
  Contributed capital                                           1,000         1,000
  Accumulated deficit                                        (109,633)     (103,065)
                                                         ------------   -----------
 
                                                             (108,633)     (102,065)
                                                         ------------   -----------
 
 Limited Partners-
  Contributed capital, net of related
   commissions, syndication costs and
   interest distribution (19,785 units outstanding
   at December 31, 1997 and 1996, respectively)            16,746,882    16,746,882
  Accumulated deficit                                     (10,520,938)   (9,870,679)
                                                         ------------   -----------
 
                                                            6,225,944     6,876,203
                                                         ------------   -----------
 
    Total partners' capital (deficit)                       6,117,311     6,774,138
                                                         ------------   -----------
 
    Total liabilities and partners' capital (deficit)    $ 19,023,585   $20,463,992
                                                         ============   ===========
</TABLE>
                The accompanying notes to financial statements
                 are an integral part of these balance sheets.

                                       17
<PAGE>
 
                         JONES GROWTH PARTNERS II L.P.
                         -----------------------------
                            (A Limited Partnership)

                           STATEMENTS OF OPERATIONS
                           ------------------------
<TABLE>
<CAPTION>
                                                    For the Year Ended
                                                        December 31,
                                           --------------------------------------
                                              1997          1996          1995
                                           ----------   -----------   -----------
<S>                                        <C>          <C>           <C>
REVENUES                                   $8,217,768   $ 7,696,684   $ 6,903,528
 
COSTS AND EXPENSES:
 Operating expenses                         4,295,745     4,284,935     4,008,167
 Management fees to the General Partner
  and allocated overhead from
  Jones Intercable, Inc.                      924,983       914,068       836,818
 Depreciation and amortization              3,707,100     3,948,250     3,654,998
                                           ----------   -----------   -----------
 
OPERATING LOSS                               (710,060)   (1,450,569)   (1,596,455)
 
OTHER INCOME (EXPENSE):
 Interest expense                            (853,502)     (904,667)     (959,284)
 Other, net                                   906,735       (16,357)        2,099
                                           ----------   -----------   -----------
 
     Total other income (expense)              53,233      (921,024)     (957,185)
                                           ----------   -----------   -----------
 
NET LOSS                                   $ (656,827)  $(2,371,593)  $(2,553,640)
                                           ==========   ===========   ===========
 
ALLOCATION OF NET LOSS:
 General Partner                           $   (6,568)  $   (23,716)  $   (25,536)
                                           ==========   ===========   ===========
 
 Limited Partners                          $ (650,259)  $(2,347,877)  $(2,528,104)
                                           ==========   ===========   ===========
 
NET LOSS PER LIMITED
 PARTNERSHIP UNIT                          $   (32.87)     $(118.67)     $(127.78)
                                           ==========   ===========   ===========
 
WEIGHTED AVERAGE NUMBER OF LIMITED
 PARTNERSHIP UNITS OUTSTANDING                 19,785        19,785        19,785
                                           ==========   ===========   ===========
</TABLE>
                The accompanying notes to financial statements
                   are an integral part of these statements.

                                       18
<PAGE>
 
                         JONES GROWTH PARTNERS II L.P.
                         -----------------------------
                            (A Limited Partnership)

                   STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                   -----------------------------------------
<TABLE>
<CAPTION>
                                           For the Year Ended
                                               December 31,
                                  --------------------------------------
                                     1997          1996          1995
                                  ----------   -----------   ----------- 
<S>                               <C>          <C>           <C>
GENERAL PARTNER:
  Balance, beginning of year      $ (102,065)  $   (78,349)  $   (52,813)
  Net loss for the year               (6,568)      (23,716)      (25,536)
                                  ----------   -----------   -----------
 
  Balance, end of year            $ (108,633)  $  (102,065)  $   (78,349)
                                  ==========   ===========   ===========
 
LIMITED PARTNERS:
  Balance, beginning of year      $6,876,203   $ 9,224,080   $11,752,184
  Net loss for the year             (650,259)   (2,347,877)   (2,528,104)
                                  ----------   -----------   -----------
 
  Balance, end of year            $6,225,944   $ 6,876,203   $ 9,224,080
                                  ==========   ===========   ===========
</TABLE>
                The accompanying notes to financial statements
                   are an integral part of these statements.

                                       19
<PAGE>
 
                         JONES GROWTH PARTNERS II L.P.
                         -----------------------------
                            (A Limited Partnership)

                           STATEMENTS OF CASH FLOWS
                           ------------------------
<TABLE>
<CAPTION>
                                                                                              For the Year Ended
                                                                                                  December 31,
                                                                                    ---------------------------------------
                                                                                        1997          1996          1995
                                                                                    -----------   -----------   -----------
<S>                                                                                 <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                          $  (656,827)  $(2,371,593)  $(2,553,640)
  Adjustments to reconcile net loss
    to net cash provided by operating activities:
      Depreciation and amortization                                                   3,707,100     3,948,250     3,654,998
      Amortization of interest rate protection contract                                       -             -        22,628
      Decrease in trade accounts receivable                                               1,065        55,641       102,924
      Decrease (increase) in deposits, prepaid expenses and other                       (69,667)       61,028        (3,773)
      Increase (decrease) in trade accounts payable and accrued
        liabilities and subscriber prepayments and deposits                            (113,003)       85,622      (234,961)
                                                                                    -----------   -----------   -----------
 
          Net cash provided by operating activities                                   2,868,668     1,778,948       988,176
                                                                                    -----------   -----------   -----------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Franchise renewal costs                                                                (2,500)            -             -
  Purchase of plant and equipment, net                                               (1,713,333)   (1,694,997)   (2,496,654)
                                                                                    -----------   -----------   -----------
 
          Net cash used in investing activities                                      (1,715,833)   (1,694,997)   (2,496,654)
                                                                                    -----------   -----------   -----------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings                                                               24,559       199,517     2,196,455
  Repayment of borrowings                                                              (695,136)     (133,400)     (688,845)
                                                                                    -----------   -----------   -----------
 
          Net cash provided by (used in) financing activities                          (670,577)       66,117     1,507,610
                                                                                    -----------   -----------   -----------
 
INCREASE (DECREASE) IN CASH                                                             482,258       150,068          (868)
 
CASH, BEGINNING OF YEAR                                                                 210,331        60,263        61,131
                                                                                    -----------   -----------   -----------
 
CASH, END OF YEAR                                                                   $   692,589   $   210,331   $    60,263
                                                                                    ===========   ===========   ===========
 
SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Interest paid                                                                     $   944,736   $   953,526   $   927,817
                                                                                    ===========   ===========   ===========
</TABLE>
                The accompanying notes to financial statements
                   are an integral part of these statements.

                                       20
<PAGE>
 
                         JONES GROWTH PARTNERS II L.P.
                         -----------------------------
                            (A Limited Partnership)

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

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

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

          Jones Growth Partners II L.P. (the "Partnership"), a Colorado limited
partnership, was formed on March 27, 1991, pursuant to a public offering of
limited partnership interests sponsored by Jones Spacelink Cable Corporation
(the "General Partner").  The Partnership was formed to acquire, construct,
develop and operate cable television systems.  The General Partner is a wholly
owned subsidiary of Jones Intercable, Inc. ("Intercable"), a Colorado
corporation.  The General Partner and certain of its affiliates also own and
operate cable television systems for their own account and for the account of
other managed limited partnerships.

          Contributed Capital
          -------------------

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

          Cable Television System Acquisition
          -----------------------------------

          On April 17, 1992, the Partnership purchased the cable television
system serving the areas in and around the communities of Yorba Linda, certain
portions of Anaheim Hills, and certain portions of unincorporated Orange County,
all in the State of California (the "Yorba Linda System").

          All profits and losses of the Partnership are allocated 99 percent to
the limited partners and 1 percent to the General Partner, except for income or
gain from the sale or disposition of cable television properties, which will be
allocated to the partners based upon the formula set forth in the Partnership's
agreement and interest income earned prior to the first acquisition by the
Partnership of a cable television system, which was allocated 100 percent to the
limited partners.

          Cable Television System Sale
          ----------------------------

          On August 16, 1996, the Partnership entered into an asset purchase
agreement providing for the sale of the Yorba Linda System by the Partnership to
an unaffiliated party (the "Purchaser") for a sales price of $36,000,000,
subject to normal closing adjustments.  The sale has been approved by the
holders of a majority of the limited partnership interests in the Partnership.
Closing was originally expected to occur prior to June 30, 1997; however, the
Purchaser was unable to obtain by that date the approval from the City of Yorba
Linda to the transfer of the Yorba Linda cable television franchise.  The asset
purchase agreement was amended to permit the Purchaser additional time to obtain
the approval of the City of Yorba Linda.  The City of Yorba Linda finally
approved the transfer of the Yorba Linda cable television franchise to the
Purchaser in March 1998, and closing of the sale is anticipated to occur during
the second quarter of 1998.  Closing is subject to the satisfaction of a
remaining condition, however, i.e., the termination or expiration of the
statutory waiting period applicable to the asset purchase agreement and the
transactions contemplated thereby under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.  Given the length of time from the date of
contract to the closing, the Partnership and the Purchaser are required to
refile under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended.

          Upon the consummation of the proposed sale of the Yorba Linda System,
the Partnership will repay its outstanding indebtedness, which totaled
$12,150,500 at December 31, 1997, and then the Partnership will distribute the
sale proceeds, net of closing adjustments, to its limited partners. Because
limited partners will not receive distributions in an amount equal to 100
percent of the capital initially contributed to the Partnership by the limited
partners plus an amount equal to 8 percent per annum, cumulative and
noncompounded, on an amount equal to their initial capital contributions, the
General Partner will not receive a General Partner distribution from the sale
proceeds if the Yorba Linda System is sold. Based upon financial information as
of December 31, 1997, the distribution from the sale of the Yorba Linda System
will

                                       21
<PAGE>
 
provide the limited partners of the Partnership, as a group, an estimated
$24,232,417 or from $1,172 to $1,281 for each $1,000 limited partnership
interest from the net proceeds of the Yorba Linda System's sale. The specific
amount of a limited partner's distribution will be dependent upon a limited
partner's date of investment. The Partnership will be liquidated and dissolved
upon the completion of the distribution from the sale of the Yorba Linda System.

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

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

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

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

          Cash and Cash Equivalents
          -------------------------

          Cash and cash equivalents include cash on hand, amounts held in banks
and highly liquid investments with a maturity at purchase of three months or
less.

          Property, Plant and Equipment
          -----------------------------

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

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

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

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

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

          Based on an independent appraisal, the Partnership allocated the total
purchase price of the Yorba Linda System acquired as follows:  first, to the
fair value of net tangible assets acquired; second, to franchise costs in an
amount equal to the estimated value of franchise agreements; third, to
subscriber lists; fourth, to the noncompete agreement; and fifth, to costs in
excess of interests in net assets purchased.  The brokerage fee paid to an
affiliate of the General Partner upon acquisition of the Yorba Linda System and
other acquisition costs were capitalized and charged to investment in cable
television properties in the accompanying balance sheets.

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

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

               Franchise costs                                       2 - 5 years
               Subscriber lists                                          1 year
               Costs in excess of interests in net assets purchased     34 years

                                       22
<PAGE>
 
          Revenue Recognition
          -------------------

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

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

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

(3)       TRANSACTIONS WITH THE GENERAL PARTNER AND CERTAIN OF ITS AFFILIATES:
          ------------------------------------------------------------------- 

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

          The General Partner manages the Partnership and receives a fee for its
services equal to five percent of the gross revenues of the Partnership,
excluding revenues from the sale of cable television systems or franchises.
Management fees paid to the General Partner by the Partnership for the years
ended December 31, 1997, 1996 and 1995 were $410,888, $384,834 and $345,176,
respectively.

          Any partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are generally allocated 99 percent to the limited
partners and one percent to the General Partner.  Any distributions other than
from cash flow are generally made as follows:  first, to the limited partners in
an amount which, together with all prior distributions made from sources other
than cash flow, will equal the amount initially contributed to partnership
capital by the limited partners; second, to the limited partners an amount equal
to eight percent per annum, cumulative and noncompounded, on an amount equal to
their initial capital contributions (less any portion of such initial capital
contributions returned by the distribution to limited partners from prior sale
or refinancing proceeds) provided, however, that the eight percent return will
be reduced by all prior distributions of cash flow from the partnership and
prior distributions of proceeds of sales or refinancings that exceed an amount
equal to the limited partner's initial capital contributions; third, any
remaining distribution shall be allocated 80 percent to the limited partners and
20 percent to the General Partner until the limited partners have received 250
percent of their initial capital contribution, after which any remaining
distribution shall be allocated 75 percent to the limited partners and 25
percent to the General Partner.

          The Partnership reimburses the General Partner and certain of its
affiliates for certain allocated general and administrative costs.  These
expenses represent the salaries and related benefits paid for corporate
personnel, office rent and related facilities expense.  Such personnel provide
engineering, marketing, administrative, accounting, legal,  and investor
relations services to the Partnership.  Such services, and their related costs,
are necessary to the operation of the Partnership and would have been incurred
by the Partnership, if it was a stand alone entity.  Allocations of personnel
costs are based primarily on actual time spent by employees of the General
Partner and certain of its affiliates with respect to each partnership managed.
Remaining expenses are allocated based upon the pro rata relationship of the
Partnership's revenues to the total revenues of all cable television systems
owned or managed by the General Partner and certain of its affiliates.  Systems
owned by Intercable and all other systems owned by partnerships for which
Intercable is the general partner are also allocated a proportionate share of
these expenses.  The General Partner believes that the methodology used in
allocating general and administrative costs is reasonable.  Reimbursements by
the Partnership to the General Partner for allocated general and administrative
costs for the years ended December 31, 1997, 1996 and 1995 were $514,095,
$529,234 and $491,642, respectively.

          The Partnership is charged interest at a rate which approximates the
General Partner's weighted average cost of borrowing on any amounts due the
General Partner.  No interest was charged to the Partnership by the General
Partner in 1997 and 1996.  Interest charged to the Partnership by the General
Partner totaled $10,802 during 1995.

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

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

          Payments to Knowledge TV, Inc. for the years ended December 31, 1997,
1996 and 1995 totaled $12,730, $11,408 and $10,072, respectively.  Payments to
Jones Computer Networks, Ltd., whose service was discontinued in April 1997, for
the years ended December 31, 1997, 1996 and 1995 totaled $8,430, $22,704 and
$20,037, respectively.  Payments to Great American Country, Inc., which
initiated service in 1996, totaled $13,460 and $14,534 in 1997 and 1996,
respectively.

                                       23
<PAGE>
 
          The Partnership receives a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers.  Product
Information Network paid commissions to the Partnership totaling $25,117,
$17,958 and $14,601 for the years ended December 31, 1997, 1996 and 1995,
respectively.

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

          Property, plant and equipment as of December 31, 1997 and 1996,
consisted of the following:
 
                                                         1997         1996
                                                     -----------   -----------

               Cable distribution system             $18,075,204   $16,754,013
               Equipment and tools                       901,956       882,404
               Office furniture and equipment            572,536       231,780
               Buildings                                   9,568         7,093
               Vehicles                                  357,106       327,747
                                                     -----------   -----------
  
                                                      19,916,370    18,203,037
 
                 Less:  accumulated depreciation      (8,649,910)   (6,660,530)
                                                     -----------   -----------
 
                                                     $11,266,460   $11,542,507
                                                     ===========   ===========

(5)       INCOME TAXES:
          ------------ 

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

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

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

(6)       DEBT:
          ---- 

          As of December 31, 1997, $12,150,500 was outstanding under the
Partnership's term loan agreement, which is payable in 24 consecutive quarterly
installments that began on March 31, 1997 with a final maturity date of December
31, 2002.  A total of $639,500 in principal payments was paid as of December 31,
1997 and were funded primarily from cash generated from operations.  A total of
$1,279,000 in principal payments is due in 1998 and will be funded primarily
from cash generated from operations.  The loan will be repaid in full when the
Yorba Linda System is sold.  Generally, the interest on the outstanding
principal balance is at the Partnership's option of the Prime rate plus 1/4
percent to 1/2 percent, or the Eurodollar option plus 1-1/4 percent to 1-1/2
percent, depending upon the ratio of the partnership debt to operating cash
flow.  The effective interest rates on amounts outstanding as of December 31,
1997 and 1996 were 7.16 percent and 6.75 percent, respectively.

                                       24
<PAGE>
 
          The Partnership's debt consists of the following:

                                                       December 31,
                                                ------------------------
                                                   1997         1996
                                                -----------  -----------

               Lending institutions-
                Term loan facility              $12,150,500  $12,790,000
 
               Capitalized lease obligations              -       31,077
                                                -----------  -----------
 
                                                $12,150,500  $12,821,077
                                                ===========  ===========

          Maturities of the revolving credit and term loan facility and capital
lease obligations for each of the five years in the period ended December 31,
2002 and thereafter are as follows:
 
               1998                    $1,279,000
               1999                     1,918,500
               2000                     2,558,000
               2001                     3,197,500
               2002                     3,197,500
            Thereafter                       -
                                       ----------

                                       $12,150,500
                                       ===========

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

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

          The Partnership rents office and other facilities under various long-
term lease arrangements. Rent paid under such lease arrangements totaled
$79,528, $91,128 and $67,319 for the years ended December 31, 1997, 1996 and
1995, respectively. Future minimum lease payments, as of December 31, 1997,
under noncancelable operating leases for each of the five years in the period
ending December 31, 2002, and thereafter are as follows:
 
               1998                           $ 2,683
               1999                             2,683
               2000                             2,683
               2001                             2,138
               2002                               500
            Thereafter                            500
                                              -------
 
       Total future minimum lease payments    $11,187
                                              =======

                                       25
<PAGE>
 
(8)       SUPPLEMENTARY PROFIT AND LOSS INFORMATION:
          ----------------------------------------- 
 
Supplementary profit and loss information is presented below:
 
                                             Year Ended December 31,
                                       ----------------------------------
                                          1997        1996        1995
                                       ----------  ----------  ----------
 
Maintenance and repairs                $   57,498  $   54,488  $   56,020
                                       ==========  ==========  ==========
 
Taxes, other than income and
  payroll taxes                        $  166,731  $  243,492  $  377,866
                                       ==========  ==========  ==========
 
Advertising costs                      $   35,695  $   56,369  $   65,335
                                       ==========  ==========  ==========
 
Depreciation of property,
  plant and equipment                  $2,039,518  $1,975,441  $1,549,530
                                       ==========  ==========  ==========
 
Amortization of intangible assets      $1,667,582  $1,972,809  $2,105,468
                                       ==========  ==========  ==========
 

                                       26
<PAGE>
 
           ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ---------------------------------------------------------
                      ACCOUNTING AND FINANCIAL DISCLOSURE
                      -----------------------------------

          None.


                                   PART III.
                                   ---------

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

          The Partnership itself has no officers or directors.  Certain
information concerning the directors and executive officers of the General
Partner is set forth below.  Directors of the General Partner serve until the
next annual meeting of the General Partner and until their successors shall be
elected and qualified.
<TABLE>
<CAPTION>
 
          Name                  Age  Positions with the General Partner
          ----                  ---  ----------------------------------
          <S>                   <C>  <C>
          Glenn R. Jones        68   Chairman of the Board and Chief Executive Officer
          James B. O'Brien      48   President
          Ruth E. Warren        48   Vice President/Operations
          Elizabeth M. Steele   46   Vice President and Secretary
          Kevin P. Coyle        46   Vice President/Finance
          Larry W. Kaschinske   38   Controller
 
</TABLE>

          Mr. Glenn R. Jones has served as Chief Executive Officer of the
General Partner since its inception in November 1988.  Mr. Jones has served as
Chairman of the Board of Directors and Chief Executive Officer of Jones
Intercable, Inc. since its formation in 1970, and he was President from June
1984 until April 1988.  Mr. Jones is the sole shareholder, President and
Chairman of the Board of Directors of Jones International, Ltd.  He is also
Chairman of the Board of Directors of the subsidiaries of Jones Intercable, Inc.
and of certain other affiliates of Jones Intercable, Inc.. Mr. Jones has been
involved in the cable television business in various capacities since 1961, is a
member of the Board of Directors and the Executive Committee of the National
Cable Television Association.  In addition, Mr. Jones is a member of the Board
of Governors for the American Society for Training and Development, and a member
of the Board of Education Council of the National Alliance of Business.  Mr.
Jones is also a founding member of the James Madison Council of the Library of
Congress.  Mr. Jones has been the recipient of several awards including the
Grand Tam Award in 1989, the highest award from the Cable Television
Administration and Marketing Society; the President's Award from the Cable
Television Public Affairs Association in recognition of Jones International's
educational efforts through Mind Extension University (now Knowledge TV); the
Donald G. McGannon Award for the advancement of minorities and women in cable
from the United Church of Christ Office of Communications; the STAR Award from
American Women in Radio and Television, Inc. for exhibition of a commitment to
the issues and concerns of women in television and radio; the Cableforce 2000
Accolade awarded by Women in Cable in recognition of the General Partner's
innovative employee programs; the Most Outstanding Corporate Individual
Achievement Award from the International Distance Learning Conference for his
contributions to distance education; the Golden Plate Award from the American
Academy of Achievement for his advances in distance education; the Man of the
Year named by the Denver chapter of the Achievement Rewards for College
Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's
Hall of Fame.

          Mr. James B. O'Brien was appointed President of the General Partner in
January 1995.  Mr. O'Brien joined Jones Intercable, Inc. in January 1982.  Prior
to being elected President and a Director of Jones Intercable, Inc. in December
1989, Mr. O'Brien served as a division manager, director of operations
planning/assistant to the CEO, Fund Vice President and Group Vice
President/Operations.  Mr. O'Brien was appointed to Jones Intercable, Inc.'s
Executive Committee in August 1993.  As President, he is responsible for the
day-to-day operations of the cable television systems managed and owned by Jones
Intercable, Inc.  Mr. O'Brien is a board member of Cable Labs, Inc., the
research arm of the U.S. cable television industry.  He also serves as Chairman

                                       27
<PAGE>
 
of the Board of Directors of the Cable Television Administration and Marketing
Association and as a director and member of the Executive Committee of the
Walter Kaitz Foundation, a foundation that places people of ethnic minority
groups in positions with cable television systems, networks and vendor
companies.

          Ms. Ruth E. Warren, the General Partner's Vice President/Operations,
joined Jones Intercable, Inc. in August 1980 and has served in various
operational capacities, including system manager and Fund Vice President, since
then.  Ms. Warren was elected Group Vice President/Operations of Jones
Intercable, Inc. in September 1990.

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

          Mr. Kevin P. Coyle was appointed Vice President/Finance of the General
Partner in March 1995.  Mr. Coyle joined The Jones Group, Ltd. in July 1981 as
Vice President/Financial Services.  In September 1985, he was appointed Senior
Vice President/Financial Services.  He was elected Treasurer of Jones
Intercable, Inc. in August 1987, Vice President/Treasurer in April 1988 and
Group Vice President/Finance and Chief Financial Officer in October 1990.

          Mr. Larry Kaschinske was appointed Controller of the General Partner
in March 1995.  Mr. Kaschinske joined Jones Intercable, Inc. in 1984 as a staff
accountant in Jones Intercable, Inc.'s former Wisconsin Division; was promoted
to Assistant Controller in 1990 and named Controller in August 1994.


                       ITEM 11.  EXECUTIVE COMPENSATION
                       --------------------------------

          The Partnership has no employees; however, various personnel are
required to operate the Yorba Linda System.  Such personnel are employed by
Intercable and, pursuant to the terms of the limited partnership agreement of
the Partnership, the cost of such employment is charged by Intercable to the
Partnership as a direct reimbursement item.  See Item 13.

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

          As of February 16, 1998, no person or entity owned more than 5 percent
of the limited partnership interests of the Partnership, except for the Naomi
Ruth Wilden Trust, which owned 1,000 units of limited partnership interests,
representing 5.05 percent of the outstanding limited partnership interests.


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

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

TRANSACTIONS WITH THE GENERAL PARTNER

          The General Partner charges a 5 percent management fee, and the
Partnership reimburses Intercable, the parent of the General Partner, for
certain allocated overhead and administrative expenses.  These expenses
represent the salaries and benefits paid to corporate personnel, rent, data
processing services and other corporate facilities costs.  Such personnel
provide engineering, marketing, administrative, accounting, legal and investor

                                       28
<PAGE>
 
relations services to the Partnership.  Allocations of personnel costs are based
primarily on actual time spent by employees with respect to each partnership
managed.  Remaining expenses are allocated based on the pro rata relationship of
the Partnership's revenues to the total revenues of all systems owned or managed
by Intercable or its affiliates.  Systems owned by Intercable and all other
systems owned by partnerships for which Intercable serves as general partner,
are also allocated a proportionate share of these expenses.

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

TRANSACTIONS WITH AFFILIATES

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

          Jones Computer Network, Ltd., a wholly owned subsidiary of Jones
Education Group, Ltd., a company owned 64 percent by Jones International, Ltd.,
16 percent by Intercable, 12 percent by BTH and 8 percent by Mr. Jones, operated
the television network, Jones Computer Network.  This network provided
programming focused primarily on computers and technology.  Jones Computer
Network sold its programming to the Yorba Linda System.  Jones Computer Network,
Ltd. terminated its programming in April 1997.

          The Great American Country network provides country music video
programming to certain cable television systems owned or managed by Intercable.
This network, owned and operated by Great American Country, Inc., a subsidiary
of Jones International Networks, Ltd., an affiliate of International, commenced
service in 1996 in the Yorba Linda System.

          The Product Information Network Venture (the "PIN Venture") is a
venture among a subsidiary of Jones International Networks, Ltd., an affiliate
of International, and two unaffiliated cable system operators.  The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials."  The PIN
Venture generally makes incentive payments of approximately 60 percent of its
net advertising revenue to the cable systems that carry its programming.  Most
of Intercable's owned and managed systems carry PIN for all or part of each day.
Revenues received by the Partnership from the PIN Venture relating to the Yorba
Linda System totaled approximately $25,117 for the year ended December 31, 1997.

          The charges to the Partnership for related party transactions are as
follows for the periods indicated:
<TABLE>
<CAPTION>
                                              For the Year Ended December 31,
                                            ----------------------------------
                                              1997         1996         1995
                                            --------     --------     --------
<S>                                         <C>          <C>          <C>
Management fees                             $410,888     $384,834     $345,176
Allocation of expenses                       514,095      529,234      491,642
Amount of advances outstanding                     0            0            0
Highest amount of advances outstanding             0            0      266,281
Programming fees:
       Knowledge TV, Inc.                     12,730       11,408       10,072
       Jones Computer Network, Ltd.            8,430       22,704       20,037
       Great American Country                 13,460       14,534            0
</TABLE>

                                       29
<PAGE>
 
                                   PART IV.
                                   --------

   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
   -------------------------------------------------------------------------
 
(a)  1.      See index to financial statements for the list of financial
             statements and exhibits thereto filed as part of this report.
     3.      The following exhibits are filed herewith.
     4.1     Agreement of Limited Partnership of Jones Growth Partners II L.P.
             (1)
     10.1.1  Copy of a franchise and related documents thereto granting a
             community antenna television system franchise for the City of
             Anaheim, California. (3)
     10.1.2  Copy of a franchise and related documents thereto granting a
             community antenna television system franchise for the County of
             Orange, California. (3)
     10.1.3  Copy of a franchise and related documents thereto granting a
             community antenna television system franchise for the City of Yorba
             Linda, California. (3)
     10.2.1  Credit and Security Agreement dated as of April 15, 1992 among the
             Partnership and Credit Lyonnais New York Branch, as agent for
             various lenders. (3)
     10.2.2  Amendment No. 1 dated as of September 30, 1994 to the Credit and
             Security Agreement dated as of April 15, 1992 among Jones Growth
             Partners II L.P. and Credit Lyonnais New York Branch, as agent for
             various lenders. (4)
     10.3.1  Purchase and Sale Agreement dated August 24, 1990, by and among
             Empire Partners, a California general partnership, Empire Cable
             Television, Inc., a California corporation, Yorba Linda Television
             Co., Inc., a California corporation, and Crown Valley Cable
             Television, Inc., a California corporation, as sellers, and Jones
             Spacelink, Ltd., a Colorado corporation, as buyer. (2)
     10.3.2  Letter Agreement dated October 16, 1990, amending Purchase and Sale
             Agreement. (2)
     10.3.3  Second Amendment to Purchase and Sale Agreement dated May 31, 1991.
             (2)
     10.3.4  Third Amendment to Purchase and Sale Agreement dated June 14, 1991.
             (2)
     10.3.5  Fourth Amendment to Purchase and Sale Agreement dated August 9,
             1991. (2)
     10.3.6  Asset Purchase Agreement dated August 16, 1996 among Jones
             Intercable, Inc., Jones Growth Partners II L.P. and Century
             Communications Corp. (5)
     27      Financial Data Schedule.
__________
 
     (1)     Incorporated by reference from the Form 8-A Registration Statement
             of Jones Growth Partners II L.P. filed with the Securities and
             Exchange Commission on May 6, 1991 (Commission File No. 0-19259).

 

                                       30
<PAGE>
 
     (2)     Incorporated by reference from the Form S-1 Registration Statement
             of Jones Growth Partners II L.P. filed with the Securities and
             Exchange Commission (Registration No. 33-32169).
 
     (3)     Incorporated by reference from Registrant's Report on Form 10-K for
             the fiscal year ended December 31, 1992.
 
     (4)     Incorporated by reference from Registrant's Report on Form 10-K for
             the fiscal year ended December 31, 1994.
 
     (5)     Incorporated by reference from Registrant's Report on Form 8-K
             dated August 28, 1996.
 
(b)          Reports on Form 8-K
             -------------------
 
             None.

                                       31
<PAGE>
 
                                  SIGNATURES

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

                                          JONES GROWTH PARTNERS II L.P.
                                          a Colorado limited partnership
                                          By:  Jones Spacelink Cable Corporation


                                          By:  /s/ Glenn R. Jones
                                              ------------------
                                              Glenn R. Jones
                                              Chairman of the Board and Chief
Dated:    March 23, 1998                      Executive Officer



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


                                          By:  /s/ Glenn R. Jones
                                              ----------------------------------
                                              Glenn R. Jones
                                              Chairman of the Board and Chief
                                              Executive Officer
Dated:    March 23, 1998                      (Principal Executive Officer)


                                          By:  /s/ Kevin P. Coyle
                                              ----------------------------------
                                              Kevin P. Coyle
                                              Vice President/Finance
Dated:    March 23, 1998                      (Principal Financial Officer)


                                          By:  /s/ Larry Kaschinske
                                              ----------------------------------
                                              Larry Kaschinske
                                              Controller
Dated:    March 23, 1998                      (Principal Accounting Officer)

                                       32