content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                   MARCH 31, 1999
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 1-9953
  
                               JONES INTERCABLE, INC.
                 (Exact name of registrant as specified in charter)
  
            COLORADO                                         84-0613514
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)
  
                               c/o Comcast Corporation
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (l) has filed all reports required
  to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
  the preceding  twelve 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 __
  
                             --------------------------
  
  As of March 31, 1999,  there were 36,248,482  shares of Class A Common Stock and
  5,113,021 shares of Common Stock outstanding.
  
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  PART I    FINANCIAL INFORMATION
  
            ITEM 1    Financial Statements
       
                      Review Report of Independent Public Accountants............2
  
                      Condensed Consolidated Balance Sheet
                      as of March 31, 1999 and
                      December 31, 1998 (Unaudited)..............................3
  
                      Condensed Consolidated Statement of Operations
                      and Accumulated Deficit for the Three Months
                      Ended March 31, 1999 and 1998 (Unaudited)..................4
  
                      Condensed Consolidated Statement of
                      Cash Flows for the Three Months Ended
                      March 31, 1999 and 1998 (Unaudited)........................5
  
                      Notes to Condensed Consolidated Financial
                      Statements (Unaudited).................................6 - 8
  
            ITEM 2    Management's Discussion and Analysis of
                      Financial Condition and Results of
                      Operations............................................9 - 12
  
  PART II   OTHER INFORMATION
  
            ITEM 1    Legal Proceedings.........................................13
  
            ITEM 6    Exhibits and Reports on Form 8-K..........................14
  
  SIGNATURES....................................................................15
  
                         -----------------------------------
  
       This Quarterly  Report on Form 10-Q is for the three months ended March 31,
  1999.  This Quarterly  Report  modifies and supersedes  documents filed prior to
  this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
  information that we file with them,  which means that we can disclose  important
  information  to you by referring  you directly to those  documents.  Information
  incorporated by reference is considered to be part of this Quarterly  Report. In
  addition,  information  we file with the SEC in the  future  will  automatically
  update and supersede  information  contained in this Quarterly  Report.  In this
  Quarterly  Report,  "Jones  Intercable,"  "we,"  "us" and  "our"  refer to Jones
  Intercable, Inc. and its subsidiaries.
  
       You should  carefully  review the  information  contained in this Quarterly
  Report and in other reports or documents that we file from time to time with the
  SEC. In this Quarterly  Report, we state our beliefs of future events and of our
  future  financial  performance.  In some cases, you can identify those so-called
  "forward-looking   statements"  by  words  such  as  "may,"  "will,"   "should,"
  "expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
  "potential,"  or "continue" or the negative of those words and other  comparable
  words.  You  should be aware  that those  statements  are only our  predictions.
  Actual events or results may differ materially.  In evaluating those statements,
  you should specifically  consider various factors,  including the risks outlined
  below.  Those factors may cause our actual results to differ materially from any
  of our forward-looking statements.
  
  Factors Affecting Future Operations
  
       The cable communications industry may be affected by, among other things:
  
       o    changes in laws and regulations,
       o    changes in the competitive environment,
       o    changes in technology,
       o    franchise related matters,
       o    market  conditions that may adversely  affect the availability of debt
            and equity  financing for working  capital,  capital  expenditures  or
            other purposes; and
       o    general economic conditions.
  
  <PAGE>
                   REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
  
  
  To Jones Intercable, Inc.:
  
  We have made a review of the accompanying  condensed  consolidated balance sheet
  of JONES INTERCABLE,  INC. (a Colorado corporation) and subsidiaries as of March
  31, 1999,  and the related  condensed  consolidated  statement of operations and
  accumulated  deficit and of cash flows for the three month  periods  ended March
  31, 1999 and 1998.  These  financial  statements are the  responsibility  of the
  Company's management.
  
  We conducted our review in accordance with standards established by the American
  Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
  information  consists primarily of applying  analytical review procedures to the
  financial  data and making  inquiries of persons  responsible  for financial and
  accounting  matters.  It is  substantially  less  in  scope  than  an  audit  in
  accordance with generally accepted auditing standards, the objective of which is
  the  expression  of an opinion  regarding the  financial  statements  taken as a
  whole. Accordingly, we do not express such an opinion.
  
  Based on our review, we are not aware of any material  modifications that should
  be made to the consolidated  financial  statements referred to above for them to
  be in conformity with generally accepted accounting principles.
  
  We have  previously  audited,  in accordance  with generally  accepted  auditing
  standards,  the  consolidated  balance  sheet  of  Jones  Intercable,  Inc.  and
  subsidiaries as of December 31, 1998 (not presented herein),  and, in our report
  dated February 17, 1999, we expressed an unqualified  opinion on that statement.
  In  our  opinion,  the  information  set  forth  in the  accompanying  condensed
  consolidated  balance  sheet as of December  31, 1998,  is fairly  stated in all
  material  respects in relation to the  consolidated  balance sheet from which it
  has been derived.
  
  
  
                                                               ARTHUR ANDERSEN LLP
  
  
  
  Denver, Colorado
  May 7, 1999
  
  
                                          2
  
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  PART I    FINANCIAL INFORMATION
  
  ITEM 1    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                    (Dollars in thousands, except share data)
                                                                                          March 31,       December 31,
                                                                                             1999             1998
                                                                                          ----------       ----------
  <S>                                                                                     <C>              <C>       
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.......................................................         $7,916           $2,586
     Accounts receivable, less allowance for doubtful
       accounts of $3,082 and $2,822.................................................         33,855           32,452
     Other current assets............................................................         47,863           69,053
                                                                                          ----------       ----------
         Total current assets........................................................         89,634          104,091
                                                                                          ----------       ----------
  
  INVESTMENTS........................................................................         34,738           19,724
                                                                                          ----------       ----------
  
  PROPERTY AND EQUIPMENT.............................................................      1,051,640        1,005,080
     Accumulated depreciation........................................................       (341,613)        (311,655)
                                                                                          ----------       ----------
     Property and equipment, net.....................................................        710,027          693,425
                                                                                          ----------       ----------
  
  DEFERRED CHARGES AND OTHER.........................................................      1,314,469        1,290,192
     Accumulated amortization........................................................       (404,375)        (376,339)
                                                                                          ----------       ----------
     Deferred charges and other, net.................................................        910,094          913,853
                                                                                          ----------       ----------
                                                                                          $1,744,493       $1,731,093
                                                                                          ==========       ==========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...........................................        $78,252          $89,516
     Accrued interest................................................................         23,849           23,265
     Current portion of long-term debt...............................................          1,809            2,237
                                                                                          ----------       ----------
         Total current liabilities...................................................        103,910          115,018
                                                                                          ----------       ----------
  
  LONG-TERM DEBT, less current portion...............................................      1,497,875        1,460,470
                                                                                          ----------       ----------
  
  OTHER LIABILITIES..................................................................         16,243
                                                                                          ----------       ----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' EQUITY
     Class A common stock, $.01 par value - authorized, 60,000,000 shares;
       issued, 36,248,482 and 36,143,054.............................................            362              361
     Common stock, $.01 par value - authorized, 5,550,000 shares; issued, 5,113,021..             51               51
     Additional capital..............................................................        496,887          495,116
     Accumulated deficit.............................................................       (370,835)        (339,923)
                                                                                          ----------       ----------
         Total stockholders' equity..................................................        126,465          155,605
                                                                                          ----------       ----------
                                                                                          $1,744,493       $1,731,093
                                                                                          ==========       ==========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                            (Amounts in thousands, except per share data)
                                                                                     Three Months Ended March 31,
                                                                                       1999             1998
                                                                                     ---------        ---------
  <S>                                                                                <C>              <C>       
  REVENUES
     Cable Communications Revenues
       Subscriber service fees..................................................      $124,080          $91,661
       Management fees..........................................................           880            3,949
       Distributions and brokerage fees.........................................         3,193            3,707
     Non-cable revenue..........................................................           867            2,013
                                                                                     ---------        ---------
                                                                                       129,020          101,330
                                                                                     ---------        ---------
  
  COSTS AND EXPENSES
     Cable Communications Expenses
       Operating................................................................        63,229           47,479
       Selling, general and administrative......................................         7,553            5,488
     Non-cable operating, selling, general and administrative...................           711            2,203
     Depreciation and amortization..............................................        58,625           44,755
                                                                                     ---------        ---------
                                                                                       130,118           99,925
                                                                                     ---------        ---------
  
  OPERATING (LOSS) INCOME.......................................................        (1,098)           1,405
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................................        27,836           21,368
     Equity in net losses of affiliates.........................................         1,481            1,293
     Investment income..........................................................          (303)            (307)
     Other expense (income).....................................................           800             (202)
                                                                                     ---------        ---------
                                                                                        29,814           22,152
                                                                                     ---------        ---------
  
  LOSS BEFORE INCOME TAXES......................................................       (30,912)         (20,747)
  
  INCOME TAXES..................................................................
                                                                                     ---------        ---------
  
  NET LOSS......................................................................       (30,912)         (20,747)
  
  ACCUMULATED DEFICIT
     Beginning of period........................................................      (339,923)        (259,505)
                                                                                     ---------        ---------
  
     End of period..............................................................     ($370,835)       ($280,252)
                                                                                     =========        =========
  
  BASIC LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE...........................         ($.75)           ($.51)
                                                                                     =========        =========
  
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING....................        41,325           40,692
                                                                                     =========        =========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                            (Dollars in thousands)
                                                                                          Three Months Ended March 31,
                                                                                            1999              1998
                                                                                          ---------         ---------
  <S>                                                                                     <C>               <C>   
  OPERATING ACTIVITIES
     Net loss.........................................................................     ($30,912)         ($20,747)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..................................................       58,625            44,755
       Non-cash interest expense......................................................          584
       Equity in net losses of affiliates.............................................        1,481             1,293
       Class A Common Stock option expense............................................                             63
                                                                                          ---------         ---------
                                                                                             29,778            25,364
       Changes in working capital and other liabilities...............................       (1,205)          (12,337)
                                                                                          ---------         ---------
             Net cash provided by operating activities................................       28,573            13,027
                                                                                          ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.........................................................       37,000            33,081
     Repayments of long-term debt.....................................................          (23)          (15,000)
     Proceeds from Class A Common Stock options exercised.............................        1,772               641
     Net transactions with affiliates.................................................       (5,035)            1,065
                                                                                          ---------         ---------
             Net cash provided by financing activities................................       33,714            19,787
                                                                                          ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisition, net of cash acquired................................................      (10,720)
     Capital expenditures.............................................................      (43,880)          (34,296)
     Additions to deferred charges....................................................       (2,120)
     Other, net.......................................................................         (237)              101
                                                                                          ---------         ---------
             Net cash used in investing activities....................................      (56,957)          (34,195)
                                                                                          ---------         ---------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................................        5,330            (1,381)
  
  CASH AND CASH EQUIVALENTS, beginning of period......................................        2,586             3,595
                                                                                          ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period............................................       $7,916            $2,214
                                                                                          =========         =========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          5
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
         Basis of Presentation
         The condensed consolidated balance sheet as of December 31, 1998 has been
         condensed  from the audited  consolidated  balance sheet as of that date.
         The  condensed  consolidated  balance  sheet as of March 31, 1999 and the
         condensed  consolidated  statements of operations and accumulated deficit
         and of cash flows for the three months ended March 31, 1999 and 1998 have
         been prepared by Jones Intercable, Inc. (the "Company") and have not been
         audited  by  the  Company's  independent  auditors.  In  the  opinion  of
         management,   all  adjustments   (which  include  only  normal  recurring
         adjustments) necessary to present fairly the financial position,  results
         of  operations  and cash flows as of March 31,  1999 and for all  periods
         presented have been made.
  
         Certain  information  and  note  disclosures  normally  included  in  the
         Company's  annual  financial   statements  prepared  in  accordance  with
         generally accepted accounting  principles have been condensed or omitted.
         These  condensed  consolidated  financial  statements  should  be read in
         conjunction  with the financial  statements and notes thereto included in
         the Company's December 31, 1998 Annual Report on Form 10-K filed with the
         Securities  and Exchange  Commission.  The results of operations  for the
         period ended March 31, 1999 are not  necessarily  indicative of operating
         results for the full year.
  
  2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
         New Accounting Pronouncement
         In June 1998, the Financial  Accounting  Standards Board issued Statement
         of  Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for
         Derivative  Instruments and Hedging  Activities."  This statement,  which
         establishes  accounting  and  reporting  standards  for  derivatives  and
         hedging  activities,  is effective for fiscal years  beginning after June
         15, 1999. Upon the adoption of SFAS No. 133, all derivatives are required
         to be recognized in the statement of financial  position as either assets
         or  liabilities  and  measured  at fair value.  The Company is  currently
         evaluating  the  impact  the  adoption  of SFAS No.  133 will have on its
         financial position and results of operations.
  
         Loss for Common Stockholders Per Common Share
         Loss for common stockholders per common share is computed by dividing net
         loss by the weighted average number of common shares  outstanding  during
         the period.
  
         For the three  months  ended  March  31,  1999 and  1998,  the  Company's
         potential   common   shares  of  468,000   shares  and  409,000   shares,
         respectively, have an antidilutive effect on loss for common stockholders
         per common share and,  therefore,  have not been used in determining  the
         total weighted average number of common shares outstanding.
  
         Reclassifications
         Certain  reclassifications  have been made to the  prior  year  condensed
         consolidated  financial  statements  to conform to those  classifications
         used in 1999.
  
  3.     ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
         Closing of Acquisition by Comcast Corporation
         On  April  7,  1999,  Comcast  Corporation   ("Comcast")   completed  the
         acquisition  of a  controlling  interest  in the  Company  for  aggregate
         consideration  of $706.3  million.  Comcast now owns  approximately  12.8
         million  shares of the Company's  Class A Common Stock and  approximately
         2.9  million   shares  of  the  Company's   Common  Stock,   representing
         approximately 37% of the economic interest and 47% of the voting interest
         in the Company.  Also on that date, Comcast contributed its shares in the
         Company   to   Comcast's   wholly   owned   subsidiary,   Comcast   Cable
         Communications,  Inc.  ("Comcast  Cable").  The approximately 2.9 million
         shares of Common Stock owned by Comcast Cable represent approximately 57%
         of the  Company's  outstanding  Common  Stock,  which  class  of stock is
         entitled  to elect 75% of the Board of  Directors  of the  Company.  As a
         result of this  transaction,  the  Company is now a  consolidated  public
         company subsidiary of Comcast Cable.
  
                                          6
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
         Also on  April 7,  1999,  the  Bylaws  of the  Company  were  amended  to
         establish  the size of the Board of  Directors  as a range  from eight to
         thirteen  directors and the board was  reconstituted  so as to have eight
         directors.  The  independent  members of the Company's Board of Directors
         have  approved  Comcast  and  the  Company  entering  into  a  management
         agreement pursuant to which Comcast will provide  supervisory  management
         services to the Company for a fee of 4.5% of the Company's gross revenues
         derived from cable systems.
  
         To  facilitate  an  orderly  change in control to  Comcast,  the  Company
         established  a  retention   and  severance   program  for  its  corporate
         associates  who will be  terminated  due to the  change in  control.  The
         program  provides  incentives to corporate  associates to remain with the
         Company through a transition  period following April 7, 1999. The program
         provides for cash severance payments to associates that have been or will
         be terminated due to the change in control.
  
         The Company anticipates  incurring between $50 million and $65 million in
         costs  related to the change in  control.  Such costs  include  severance
         payments to personnel, employment contract terminations,  salaries during
         the transition  period following the change in control,  costs associated
         with the termination of an information technology services agreement with
         a former affiliated entity, lease termination costs and professional fees
         incurred by the Company in connection with the change in control.
  
         Littlerock System Acquisition
         On January 29,  1999,  the Company,  through a wholly  owned  subsidiary,
         acquired  the cable  communications  system  serving  areas in and around
         Littlerock,  California  (the  "Littlerock  System") for $10.7 million in
         cash from Cable TV Fund 14-B, Ltd., a partnership managed by the Company.
         The   acquisition   was  accounted  for  under  the  purchase  method  of
         accounting.  As such, the operating results of the Littlerock System have
         been included in the  accompanying  condensed  consolidated  statement of
         operations  and  accumulated  deficit  from  the  acquisition  date.  The
         acquisition was funded with borrowings  under the  subsidiary's  existing
         credit facility.
  
         Calvert County System Acquisition
         In June 1998,  the Company,  through a wholly owned  subsidiary,  entered
         into an agreement with Cable TV Fund 14-A, Ltd., a partnership managed by
         the Company, to purchase the cable communications system serving areas in
         and around Calvert County, Maryland for $39.4 million in cash, subject to
         customary closing  adjustments.  The acquisition is expected to be funded
         with borrowings  under the  subsidiary's  existing credit  facility.  The
         closing of this  acquisition,  which is  expected  to occur in the second
         quarter of 1999,  is subject to the receipt of necessary  regulatory  and
         other approvals.
  
  4.     INVESTMENTS
  
         Partnership Liquidations
         The  Company  is  in  the  final  stages  of   liquidating   its  managed
         partnerships   and  the   remaining   three   partnership-   owned  cable
         communications  systems serving 44,000 basic subscribers are currently in
         various  stages of being  sold.  The  pending  sales are  expected  to be
         completed by the end of the second quarter of 1999. The Company is and/or
         has been the defendant in litigation filed by limited partners of certain
         of its managed  partnerships  challenging  the terms of certain  sales of
         partnership-owned  cable communications systems to the Company and/or its
         subsidiaries  (see Note 8). Those managed  partnerships that are involved
         in  litigation  will not be dissolved  until such  litigation  is finally
         resolved and terminated.
  
         At Home Warrants
         In June 1998, the Company entered into a six year Distribution  Agreement
         with At Home Corporation  ("@Home"),  which provides for the distribution
         of high speed  Internet  services to the Company's  cable  communications
         systems.  Deployment  began in December  1998.  In  conjunction  with the
         Distribution  Agreement,  the  Company and @Home  entered  into a Warrant
         Purchase  Agreement  providing  for  the  Company's  purchase  of up to a
         maximum of 2,046,100  shares of @Home Series A Common Stock at $10.50 per
         share.  The  warrants  become  exercisable  after  March  31  each  year,
         beginning in 1999, as the Company  launches  @Home  services in its cable
         communications  systems.  As of March  31,  1999,  warrants  to  purchase
         130,000  shares  of  @Home  Series  A  Common  Stock  were   exercisable.
         Accordingly, as of March 31, 1999, the Company recorded an investment
  
                                          7
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
         in @Home  warrants  of $19.1  million  and  deferred  revenue of an equal
         amount. Beginning in the second quarter of 1999, the Company's investment
         in @Home  Warrants  will be classified as available for sale and recorded
         at their fair  value,  with  unrealized  gains or losses  resulting  from
         changes in fair value between  measurement  dates recorded as a component
         of other comprehensive income.
  
  5.     LONG-TERM DEBT
  
         Interest Rates
         As of March 31, 1999 and  December  31,  1998,  the  Company's  effective
         weighted  average  interest rate on its long-term  debt  outstanding  was
         6.66% and 6.76%, respectively.
  
         Lines of Credit
         As of March 31,  1999,  certain  subsidiaries  of the  Company had unused
         lines of credit of $453.0  million,  $65.8 million of which is restricted
         by the covenants of the related debt agreements and to subsidiary general
         purposes and dividend declaration.
  
  6.     RELATED PARTY TRANSACTIONS
  
         The Company has certain transactions with related parties for programming
         services,  employment costs, information technology services and rent for
         leased facilities. Of the Company's total operating, selling, general and
         administrative expenses,  approximately $2.0 million and $1.5 million for
         the three  months ended March 31, 1999 and 1998,  respectively,  was with
         related parties.
  
  7.     STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
         The Company made cash  payments  for interest of $27.3  million and $23.9
         million   during  the  three  months  ended  March  31,  1999  and  1998,
         respectively.
  
         The Company's  investment in @Home warrants (see Note 4) had no impact on
         the Company's condensed  consolidated  statement of cash flows due to its
         non-cash nature.
  
  8.     COMMITMENTS AND CONTINGENCIES
  
         The Company is subject to legal proceedings and claims which arise in the
         ordinary course of its business. In the opinion of management, the amount
         of ultimate  liability  with respect to these actions will not materially
         affect the financial position,  results of operations or liquidity of the
         Company.
  
         In April 1999, the Company and the parties to a shareholders'  derivative
         action filed by a shareholder of the Company against certain directors of
         the Company  entered  into a  Stipulation  of  Voluntary  Dismissal  (the
         "Stipulation")  of the case challenging the determination by the Board of
         Directors  in  December  1997  that  The  Jones  Internet  Channel  had a
         contractual  right to  distribute  its  programming  on a channel  in the
         Company's cable communications systems. Pursuant to the Stipulation,  the
         action was dismissed as moot and counsel for the derivative plaintiff was
         paid $375,000 in legal fees.  Also in April 1999, in connection  with the
         closing  of  Comcast's  acquisition  of a  controlling  interest  in  the
         Company,  the pending litigation among former shareholders of the Company
         relating  to  the  same  December  1997  determination  by the  Board  of
         Directors  relating  to The  Jones  Internet  Channel  was  dismissed  by
         agreement of the parties and the appeal by certain of the defendants that
         was pending was dismissed.
  
         In April 1999, the two pending  limited  partner class action  complaints
         challenging  the Company's  acquisitions  of the Palmdale and Littlerock,
         California cable communications systems, respectively,  were dismissed on
         the  grounds  that the  plaintiffs  in these  cases  could only bring the
         actions derivatively and not as class actions. There can be no assurance,
         however, that the plaintiffs will not refile the complaints as derivative
         actions.
  
                                          8
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
       We have  experienced  significant  growth  in  recent  years  both  through
  strategic acquisitions and growth in our existing business. We have historically
  met our cash  needs  for  operations  through  our  cash  flows  from  operating
  activities.  Cash  requirements for acquisitions and capital  expenditures  have
  been provided through our financing activities, as well as our existing cash and
  cash equivalents.
  
       We are engaged  primarily in the cable  communications  business.  Over the
  last several years,  we have taken  significant  steps to simplify our corporate
  structure.  This process has included the sale of cable  communications  systems
  owned by certain managed  partnerships to either us or to third parties, and the
  divestiture of certain of our non-strategic assets. During this process, we have
  also made  significant  progress in clustering  our owned  subscribers  into two
  primary  groups  of  cable  systems.  Our  Virginia/Maryland  cluster  is  based
  primarily on geography,  while our suburban  cluster is based on similar  market
  and operating  characteristics  rather than geography.  These clusters represent
  approximately 95% of our owned subscribers.
  
  General Developments of Business
  
       See Note 3 to our condensed  consolidated  financial statements included in
  Item 1.
  
  Liquidity and Capital Resources
  
       See Note 3 to our condensed  consolidated  financial statements included in
  Item 1.
  
       Cash and Cash Equivalents
  
       Cash and cash equivalents as of March 31, 1999 were $7.9 million.
  
       Investments
  
       See Note 4 to our condensed  consolidated  financial statements included in
  Item 1.
  
       We do not have any significant contractual funding commitments with respect
  to any of our investments.  However, to the extent we do not fund our investees'
  capital calls, we expose  ourselves to dilution of our ownership  interests.  We
  continually  evaluate  our  existing  investments  as  well  as  new  investment
  opportunities.
  
       Financing
  
       See Note 5 to our condensed  consolidated  financial statements included in
  Item 1.
  
       As of March 31, 1999 and December 31, 1998, our long-term  debt,  including
  current portion, was $1.500 billion and $1.463 billion,  respectively,  of which
  49.6% and 50.9%, respectively, was at variable rates.
  
       We may from time to time,  depending on certain  factors  including  market
  conditions, make optional repayments on our debt obligations.
  
       We, in our  capacity  as the general  partner of our managed  partnerships,
  have from time to time received general partner  distributions  upon the sale of
  cable communications  systems owned by such partnerships.  No such distributions
  were  received  during the three months ended March 31, 1999.  In addition,  we,
  through a wholly owned  subsidiary,  have earned brokerage fees upon the sale of
  the managed partnership's cable communications systems to third parties.  During
  the  three  months  ended  March 31,  1999,  we earned  brokerage  fees,  net of
  expenses,  of $3.2  million.  Upon the  completion  of the sale of the remaining
  three cable  communications  systems owned by managed partnerships in the second
  quarter of 1999, general partner  distributions and brokerage fees will cease to
  be a source of funds for us.
  
       Year 2000 Issue
  
       The Year 2000 Issue is the result of computer  programs being written using
  two  digits  rather  than four to define  the  applicable  year.  Certain of our
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations.
  
       We are in the process of evaluating  and  addressing the impact of the Year
  2000 Issue on our  operations  to ensure  that our  information  technology  and
  business  systems  recognize  calendar Year 2000. We are utilizing both internal
  and external resources in implementing our Year 2000 program,  which consists of
  the following phases:
  
       o    Assessment  Phase.   Structured   evaluation,   including  a  detailed
            inventory outlining the
  
                                          9
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
            impact that the Year 2000 Issue may have on current operations.
  
       o    Detailed Planning Phase.  Establishment of priorities,  development of
            specific  action  steps and  allocation  of  resources  to address the
            issues identified in the Assessment Phase.
  
       o    Conversion Phase. Implementation of the necessary system modifications
            as outlined in the Detailed Planning Phase.
  
       o    Testing Phase.  Verification that the modifications implemented in the
            Conversion  Phase will be  successful in resolving the Year 2000 Issue
            so that all inventory items will function properly,  both individually
            and on an integrated basis.
  
       o    Implementation  Phase.  Final roll-out of fully tested components into
            an operational unit.
  
       Based on an  inventory  conducted  in  1997,  we have  identified  computer
  systems that will require modification or replacement so that they will properly
  utilize dates beyond December 31, 1999. Many of our critical systems are new and
  are already Year 2000 compliant as a result of our recent rebuild of many of our
  cable communications systems. In addition, we have initiated communications with
  all of our significant software suppliers and service bureaus to determine their
  plans for remediating the Year 2000 Issue in their software which we use or rely
  upon.
  
       As of March  31,  1999,  we are in the  Conversion  Phase of our Year  2000
  remediation  program and have entered the Testing  Phase with respect to certain
  of our key systems.  Through March 31, 1999, we have incurred approximately $1.5
  million in connection with our Year 2000 remediation  program.  We estimate that
  we will incur between  approximately  $1.5 million to $2.0 million of additional
  expense  through  December  1999 in  connection  with our Year 2000  remediation
  program.  Our estimate to complete the  remediation  plan includes the estimated
  time  associated  with  mitigating the Year 2000 Issue for third party software.
  However,  there can be no guarantee that the systems of other companies on which
  we rely will be  converted  on a timely  basis,  or that a failure to convert by
  another company would not have a material adverse effect on us.
  
       Our  management  will continue to  periodically  report the progress of our
  Year 2000 remediation  program to the Audit Committee of our Board of Directors.
  We plan to complete the Year 2000  mitigation by the third quarter of 1999.  Our
  management has investigated and may consider potential  contingency plans in the
  event that our Year 2000 remediation program is not completed by that date.
  
       The costs of the project and the date on which we plan to complete the Year
  2000  modifications  and replacements are based on management's  best estimates,
  which were derived using  assumptions  of future events  including the continued
  availability of resources and the reliability of third party modification plans.
  However,  there can be no guarantee  that these  estimates  will be achieved and
  actual results could differ  materially from those plans.  Specific factors that
  may cause  such  material  differences  include,  but are not  limited  to,  the
  availability  and cost of personnel with  appropriate  necessary  skills and the
  ability  to  locate  and  correct  all  relevant   computer   code  and  similar
  uncertainties.
  
       We believe that with  modifications to existing software and conversions to
  new  software,  the  Year  2000  Issue  can  be  mitigated.   However,  if  such
  modifications  and  conversions  are not made,  or are not  completed  within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  our operations.
  
                                         10
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  Statement of Cash Flows
  
       Cash and cash equivalents  increased $5.3 million as of March 31, 1999 from
  December 31, 1998. The increase in cash and cash equivalents  resulted from cash
  flows from operating, financing and investing activities
  which are explained below.
  
       Net cash provided by operating activities amounted to $28.6 million for the
  three months ended March 31,  1999,  due  principally  to our  operating  income
  before  depreciation and amortization (see "Results of Operations"),  changes in
  working capital as a result of the timing of receipts and disbursements, and the
  acquisition of cable communications systems.
  
       Net cash provided by financing  activities  was $33.7 million for the three
  months  ended March 31, 1999.  During the three months ended March 31, 1999,  we
  borrowed $37.0 million under subsidiary credit facilities, primarily for capital
  expenditures  and to fund the  acquisition  of the cable  communications  system
  serving areas in and around  Littlerock,  California (the "Littlerock  System").
  During the three  months  ended  March 31,  1999,  we advanced  $5.0  million to
  partnerships managed by us to fund operations and for capital expenditures.
  
       Net cash  used in  investing  activities  was $57.0  million  for the three
  months ended March 31, 1999. Net cash used in investing  activities includes the
  acquisition of the Littlerock System, net of cash acquired, of $10.7 million and
  capital expenditures of $43.9 million. 
  
  Results of Operations
  
       Our  summarized  consolidated  financial  information  for the three months
  ended March 31, 1999 and 1998 is as follows  (dollars in millions,  "NM" denotes
  percentage is not meaningful):
  
  
  <TABLE>
  <CAPTION>
                                                                Three Months Ended
                                                                    March 31,          Increase / (Decrease)
                                                                 1999        1998         $           %
                                                               --------    --------    --------    --------
  <S>                                                            <C>         <C>          <C>          <C>     
  Revenues...............................................        $129.0      $101.3       $27.7        27.3%
  Operating, selling, general and administrative
     expenses............................................          71.5        55.2        16.3        29.5
                                                               --------    --------
  Operating income before depreciation and
     amortization (1)....................................          57.5        46.1        11.4        24.7
  Depreciation and amortization..........................          58.6        44.7        13.9        31.1
                                                               --------    --------
  Operating (loss) income................................          (1.1)        1.4        (2.5)         NM
                                                               --------    --------
  Interest expense.......................................          27.8        21.4         6.4        29.9
  Equity in net losses of affiliates.....................           1.5         1.3         0.2        15.4
  Investment income......................................          (0.3)       (0.3)
  Other expense (income).................................           0.8        (0.2)        1.0          NM
                                                               --------    --------
  Net loss...............................................        ($30.9)     ($20.8)      $10.1        48.6%
                                                               ========    ========
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cable communications business as "operating cash flow." Operating
       cash flow is a measure of a company's  ability to generate  cash to service
       its obligations, including debt service obligations, and to finance capital
       and other expenditures.  In part due to the capital intensive nature of the
       cable  communications  business  and the  resulting  significant  level  of
       non-cash  depreciation  and  amortization  expense,  operating cash flow is
       frequently  used as one of the bases for comparing  businesses in the cable
       communications  industry,  although our measure of operating  cash flow may
       not  be  comparable  to  similarly  titled  measures  of  other  companies.
       Operating  cash flow does not purport to  represent  net income or net cash
       provided  by  operating  activities,  as  those  terms  are  defined  under
       generally accepted accounting  principles,  and should not be considered as
       an alternative to such measurements as an indicator of our performance.
  </FN>
  </TABLE>
  
                                         11
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
       We derive our  revenues  from four  sources:  subscriber  service fees from
  owned cable communications  systems,  management fees from managed partnerships,
  brokerage  fees and  distributions  paid  upon the sale of cable  communications
  systems owned by managed partnerships and revenues from a non-cable  subsidiary.
  We receive  management fees generally equal to 5% of gross operating revenues of
  our  managed  limited  partnerships.  Upon  the  completion  of the  sale of the
  remaining three cable  communications  systems owned by managed  partnerships in
  the second quarter of 1999,  general  partner  distributions  and brokerage fees
  will cease to be a source of revenue for us.
  
       Of the $27.7  million  increase in revenues for the three month period from
  1998 to 1999, $32.4 million is attributable to an increase in subscriber service
  fees,  offset by a $3.1  million  decrease in  management  fees,  a $1.1 million
  decrease in non-cable  revenue and a $0.5 million decrease in distributions  and
  brokerage fees. Of the $32.4 million  increase in subscriber fees, $23.0 million
  is  attributable  to the  effects of the  acquisitions  of cable  communications
  systems, $1.5 million is attributable to subscriber growth, $3.4 million relates
  to changes in rates, $0.8 million is attributable to growth in cable advertising
  sales and $3.7 million relates to other product offerings.
  
       Operating,  general and administrative  expenses consist primarily of costs
  associated with the operation and  administration of owned cable  communications
  systems,  the  administration  of managed  partnerships  and the  operation  and
  administration  of our non-cable  subsidiary.  We are  reimbursed by our managed
  partnerships for costs associated with the  administration  of the partnerships.
  The principal  administrative cost components are salaries paid to corporate and
  system   personnel,   programming   expenses,   consumer   marketing   expenses,
  professional  fees,  subscriber  billing costs,  data processing costs, rent for
  leased facilities and cable system maintenance expenses.
  
       Of  the  $16.3  million  increase  in  operating,   selling,   general  and
  administrative  expenses  for the three month  period  from 1998 to 1999,  $12.9
  million  is   attributable   to  the  effects  of  the   acquisitions  of  cable
  communications  systems,  $2.1 million is attributable to increases in the costs
  of cable  programming  as a result of  changes in rates,  subscriber  growth and
  additional channel offerings and $1.3 million results from increases in the cost
  of labor,  other volume related  expenses and costs  associated with new product
  offerings. It is anticipated that the cost of cable programming will increase in
  the future as cable programming  rates increase and additional  sources of cable
  programming become available.
  
       The $13.9 million increase in depreciation and amortization expense for the
  three month period from 1998 to 1999 is primarily a result of the effects of our
  acquisition of cable communications systems and of our capital expenditures.
  
       The $6.4 million increase in interest expense is due to higher  outstanding
  balances on our interest bearing  obligations.  Borrowings were used to fund the
  acquisitions of cable communications systems.
  
       The $1.0 million  increase in other expense for the three month period from
  1998  to  1999  is  primarily   attributable   to  the   disposition   of  cable
  communications systems by the managed partnerships during the three months ended
  March 31, 1999.
  
       For the three months ended March 31, 1999 and 1998,  our (losses)  earnings
  before  income  taxes,  equity in net  losses of  affiliates  and fixed  charges
  (interest  expense)  were ($1.6  million) and $1.9 million,  respectively.  Such
  (losses)  earnings were not adequate to cover our fixed charges of $27.8 million
  and  $21.4  million  for the  three  months  ended  March  31,  1999  and  1998,
  respectively.  Our fixed  charges  include  non-cash  interest  expense  of $0.6
  million for the three  months  ended March 31,  1999.  The  inadequacy  of these
  (losses)  earnings to cover fixed  charges is primarily  due to the  substantial
  non-cash charges for depreciation and amortization expense.
  
       We believe  that our losses  and  inadequacy  of  earnings  to cover  fixed
  charges will not  significantly  affect the  performance of our normal  business
  activities  because of our existing  cash and cash  equivalents,  our ability to
  generate  operating income before  depreciation and amortization and our ability
  to obtain external financing.
  
       We believe that our operations are not materially affected by inflation.
  
  
                                         12
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  PART II    OTHER INFORMATION
  
  ITEM 1     LEGAL PROCEEDINGS
  
             We are  subject to legal  proceedings  and claims  which arise in the
             ordinary  course of our business.  In the opinion of our  management,
             the amount of ultimate  liability  with respect to these actions will
             not materially affect our financial  position,  results of operations
             or liquidity.
  
             Shareholder Litigation
  
             On April 6, 1999,  the  Company  and the  parties to a  shareholders'
             derivative  action  in  U.S.  District  Court  for  the  District  of
             Colorado,  entitled Leslie Susser, plaintiff v. Glenn R. Jones, James
             J. Krejci,  James B.  O'Brien,  Howard O.  Thrall,  Raphael M. Solot,
             Robert E. Cole,  Sanford  Zisman,  and Donald L. Jacobs,  defendants,
             Civil Action No.  98-M-616,  entered into a Stipulation  of Voluntary
             Dismissal  Pursuant to Rule  41(a)(1)  of the Federal  Rules of Civil
             Procedure (the "Stipulation"). This action had been filed against the
             named directors of the Company by a shareholder,  suing  derivatively
             on behalf of the Company,  in connection with a determination  by the
             Board of  Directors on December  23,  1997,  that The Jones  Internet
             Channel, a provider of high-speed internet  programming  services via
             cable modem,  had a contractual  right to distribute such programming
             on a channel in the Company's  systems.  Under the Stipulation,  this
             action was  dismissed  as moot,  in light of a  determination  by the
             Company to contract with @Home, Inc., an alternative provider of high
             speed  internet   programming  services  via  cable  modem,  for  the
             distribution  of  @Home  on  the  Company's   systems   following  an
             injunction relating to The Jones Internet Channel issued by the Court
             on  May 5,  1998.  Pursuant  to  the  Stipulation,  counsel  for  the
             derivative  plaintiff was to be paid $375,000 in legal fees,  subject
             to the  approval  of the  Board of  Directors  of the  Company,  or a
             committee of the Board,  pursuant to Colorado law  pertaining  to the
             indemnification  of  directors.   The  fees  were  stipulated  to  be
             reasonable  compensation  for actions  undertaken  by counsel for the
             derivative  plaintiff that  contributed to benefits  conferred on the
             Company  and its public  shareholders.  On April 7,  1999,  the Court
             "so-ordered"  the  Stipulation.  The  derivative  Complaint and other
             public  documents  in this action are  available  in the files of the
             Court.  The  $375,000  in  legal  fees was  paid to  counsel  for the
             derivative plaintiff in April 1999.
  
             On  April 7,  1999,  in  connection  with the  closing  of  Comcast's
             acquisition  of a  controlling  interest in the Company,  the pending
             litigation  entitled  BCI Telecom  Holding  Inc.,  plaintiff v. Jones
             Intercable, Inc., Jones International,  Ltd., Jones Internet Channel,
             Inc. and Glenn R. Jones, defendants, Civil Action No, 98-M- 224, U.S.
             District  Court  for the  District  of  Colorado,  was  dismissed  by
             agreement  of the parties  thereto,  and Jones  International,  Ltd.,
             Jones Internet Channel,  Inc. and Glenn R. Jones dismissed the appeal
             that was pending in the U.S.  Tenth  Circuit  Court of Appeals of the
             Order entered against them in such litigation.
  
             Palmdale Litigation
  
             In December  1998,  City  Partnership  Co.  ("City  Partnership"),  a
             limited  partner of Cable TV Fund 12-C,  Ltd. and Cable TV Fund 12-D,
             Ltd., filed a class action complaint in the District Court,  Arapahoe
             County, State of Colorado (Case No. 98-CV-4493) naming the Company as
             defendant. City Partnership, on its behalf and on behalf of all other
             persons who are limited partners of Cable TV Fund 12-B, Fund 12-C and
             Fund  12-D,  challenged  the  terms of sale of the  cable  television
             systems serving the communities in and around Palmdale and Lancaster,
             California to an affiliate of the Company. The Company filed a motion
             to  dismiss  the  class  action  complaint  on the  grounds  that the
             plaintiff could only bring the action derivatively and not as a class
             action.  The court granted the  Company's  motion to dismiss in April
             1999. There can be no assurance, however, that the plaintiff will not
             refile its complaint as a derivative action.
  
                                         13
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
             Littlerock Litigation
  
             In January 1999, City Partnership Co. ("City Partnership"), a limited
             partner of Cable TV Fund 14-B,  Ltd.,  filed a class action complaint
             in the District Court,  Arapahoe County,  State of Colorado (Case No.
             99-CV- 0150) naming the Company as defendant.  City  Partnership,  on
             its  behalf  and on  behalf  of all  other  persons  who are  limited
             partners of Cable TV Fund 14-B, Ltd., challenged the terms of sale of
             the cable  television  system  serving  Littlerock,  California to an
             affiliate of the Company.  The Company  filed a motion to dismiss the
             class action  complaint on the grounds that the plaintiff  could only
             bring the action  derivatively  and not as a class action.  The court
             granted the Company's  motion to dismiss in April 1999.  There can be
             no  assurance,  however,  that  the  plaintiff  will not  refile  its
             complaint as a derivative action.
  
  ITEM 6     EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            15.1 Letter Regarding Unaudited Interim Financial Statements.
  
            27.1 Financial Data Schedule
  
       (b)  Reports on Form 8-K - none.
  
  
  
  
                                         14
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                     SIGNATURES
  
  
           Pursuant to the  requirements  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 INTERCABLE, INC.
                                          ----------------------------------------
  
  
  
  
  
  
                                          /S/ LAWRENCE S. SMITH
                                          ----------------------------------------
                                          Lawrence S. Smith
                                          Principal Accounting Officer
  
  
                                          /S/ JOSEPH J. EUTENEUER
                                          ----------------------------------------
                                          Joseph J. Euteneuer
                                          Vice President (Authorized Officer)
  
  
  
  
  Date: May 14, 1999
  
                                         15
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                   MARCH 31, 1999
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 1-9953
  
                               JONES INTERCABLE, INC.
                 (Exact name of registrant as specified in charter)
  
            COLORADO                                         84-0613514
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)
  
                               c/o Comcast Corporation
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (l) has filed all reports required
  to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
  the preceding  twelve 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 __
  
                             --------------------------
  
  As of March 31, 1999,  there were 36,248,482  shares of Class A Common Stock and
  5,113,021 shares of Common Stock outstanding.
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  PART I    FINANCIAL INFORMATION
  
            ITEM 1    Financial Statements
       
                      Review Report of Independent Public Accountants............2
  
                      Condensed Consolidated Balance Sheet
                      as of March 31, 1999 and
                      December 31, 1998 (Unaudited)..............................3
  
                      Condensed Consolidated Statement of Operations
                      and Accumulated Deficit for the Three Months
                      Ended March 31, 1999 and 1998 (Unaudited)..................4
  
                      Condensed Consolidated Statement of
                      Cash Flows for the Three Months Ended
                      March 31, 1999 and 1998 (Unaudited)........................5
  
                      Notes to Condensed Consolidated Financial
                      Statements (Unaudited).................................6 - 8
  
            ITEM 2    Management's Discussion and Analysis of
                      Financial Condition and Results of
                      Operations............................................9 - 12
  
  PART II   OTHER INFORMATION
  
            ITEM 1    Legal Proceedings.........................................13
  
            ITEM 6    Exhibits and Reports on Form 8-K..........................14
  
  SIGNATURES....................................................................15
  
                         -----------------------------------
  
       This Quarterly  Report on Form 10-Q is for the three months ended March 31,
  1999.  This Quarterly  Report  modifies and supersedes  documents filed prior to
  this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
  information that we file with them,  which means that we can disclose  important
  information  to you by referring  you directly to those  documents.  Information
  incorporated by reference is considered to be part of this Quarterly  Report. In
  addition,  information  we file with the SEC in the  future  will  automatically
  update and supersede  information  contained in this Quarterly  Report.  In this
  Quarterly  Report,  "Jones  Intercable,"  "we,"  "us" and  "our"  refer to Jones
  Intercable, Inc. and its subsidiaries.
  
       You should  carefully  review the  information  contained in this Quarterly
  Report and in other reports or documents that we file from time to time with the
  SEC. In this Quarterly  Report, we state our beliefs of future events and of our
  future  financial  performance.  In some cases, you can identify those so-called
  "forward-looking   statements"  by  words  such  as  "may,"  "will,"   "should,"
  "expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
  "potential,"  or "continue" or the negative of those words and other  comparable
  words.  You  should be aware  that those  statements  are only our  predictions.
  Actual events or results may differ materially.  In evaluating those statements,
  you should specifically  consider various factors,  including the risks outlined
  below.  Those factors may cause our actual results to differ materially from any
  of our forward-looking statements.
  
  Factors Affecting Future Operations
  
       The cable communications industry may be affected by, among other things:
  
       o    changes in laws and regulations,
       o    changes in the competitive environment,
       o    changes in technology,
       o    franchise related matters,
       o    market  conditions that may adversely  affect the availability of debt
            and equity  financing for working  capital,  capital  expenditures  or
            other purposes; and
       o    general economic conditions.
  REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
  
  To Jones Intercable, Inc.:
  
  We have made a review of the accompanying  condensed  consolidated balance sheet
  of JONES INTERCABLE,  INC. (a Colorado corporation) and subsidiaries as of March
  31, 1999,  and the related  condensed  consolidated  statement of operations and
  accumulated  deficit and of cash flows for the three month  periods  ended March
  31, 1999 and 1998.  These  financial  statements are the  responsibility  of the
  Company's management.
  
  We conducted our review in accordance with standards established by the American
  Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
  information  consists primarily of applying  analytical review procedures to the
  financial  data and making  inquiries of persons  responsible  for financial and
  accounting  matters.  It is  substantially  less  in  scope  than  an  audit  in
  accordance with generally accepted auditing standards, the objective of which is
  the  expression  of an opinion  regarding the  financial  statements  taken as a
  whole. Accordingly, we do not express such an opinion.
  
  Based on our review, we are not aware of any material  modifications that should
  be made to the consolidated  financial  statements referred to above for them to
  be in conformity with generally accepted accounting principles.
  
  We have  previously  audited,  in accordance  with generally  accepted  auditing
  standards,  the  consolidated  balance  sheet  of  Jones  Intercable,  Inc.  and
  subsidiaries as of December 31, 1998 (not presented herein),  and, in our report
  dated February 17, 1999, we expressed an unqualified  opinion on that statement.
  In  our  opinion,  the  information  set  forth  in the  accompanying  condensed
  consolidated  balance  sheet as of December  31, 1998,  is fairly  stated in all
  material  respects in relation to the  consolidated  balance sheet from which it
  has been derived.
  
                                                               ARTHUR ANDERSEN LLP
  
  Denver, Colorado
  May 7, 1999
  
                                          2
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  PART I    FINANCIAL INFORMATION
  
  ITEM 1    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in thousands, except share data)
                                                                                          March 31,       December 31,
                                                                                             1999             1998
                                                                                          ----------       ----------
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.......................................................         $7,916           $2,586
     Accounts receivable, less allowance for doubtful
       accounts of $3,082 and $2,822.................................................         33,855           32,452
     Other current assets............................................................         47,863           69,053
                                                                                          ----------       ----------
         Total current assets........................................................         89,634          104,091
                                                                                          ----------       ----------
  
  INVESTMENTS........................................................................         34,738           19,724
                                                                                          ----------       ----------
  
  PROPERTY AND EQUIPMENT.............................................................      1,051,640        1,005,080
     Accumulated depreciation........................................................       (341,613)        (311,655)
                                                                                          ----------       ----------
     Property and equipment, net.....................................................        710,027          693,425
                                                                                          ----------       ----------
  
  DEFERRED CHARGES AND OTHER.........................................................      1,314,469        1,290,192
     Accumulated amortization........................................................       (404,375)        (376,339)
                                                                                          ----------       ----------
     Deferred charges and other, net.................................................        910,094          913,853
                                                                                          ----------       ----------
                                                                                          $1,744,493       $1,731,093
                                                                                          ==========       ==========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...........................................        $78,252          $89,516
     Accrued interest................................................................         23,849           23,265
     Current portion of long-term debt...............................................          1,809            2,237
                                                                                          ----------       ----------
         Total current liabilities...................................................        103,910          115,018
                                                                                          ----------       ----------
  
  LONG-TERM DEBT, less current portion...............................................      1,497,875        1,460,470
                                                                                          ----------       ----------
  
  OTHER LIABILITIES..................................................................         16,243
                                                                                          ----------       ----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' EQUITY
     Class A common stock, $.01 par value - authorized, 60,000,000 shares;
       issued, 36,248,482 and 36,143,054.............................................            362              361
     Common stock, $.01 par value - authorized, 5,550,000 shares; issued, 5,113,021..             51               51
     Additional capital..............................................................        496,887          495,116
     Accumulated deficit.............................................................       (370,835)        (339,923)
                                                                                          ----------       ----------
         Total stockholders' equity..................................................        126,465          155,605
                                                                                          ----------       ----------
                                                                                          $1,744,493       $1,731,093
                                                                                          ==========       ==========
  See notes to condensed consolidated financial statements.
  
                                          3
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in thousands, except per share data)
                                                                                     Three Months Ended March 31,
                                                                                       1999             1998
                                                                                     ---------        ---------
  REVENUES
     Cable Communications Revenues
       Subscriber service fees..................................................      $124,080          $91,661
       Management fees..........................................................           880            3,949
       Distributions and brokerage fees.........................................         3,193            3,707
     Non-cable revenue..........................................................           867            2,013
                                                                                     ---------        ---------
                                                                                       129,020          101,330
                                                                                     ---------        ---------
  
  COSTS AND EXPENSES
     Cable Communications Expenses
       Operating................................................................        63,229           47,479
       Selling, general and administrative......................................         7,553            5,488
     Non-cable operating, selling, general and administrative...................           711            2,203
     Depreciation and amortization..............................................        58,625           44,755
                                                                                     ---------        ---------
                                                                                       130,118           99,925
                                                                                     ---------        ---------
  
  OPERATING (LOSS) INCOME.......................................................        (1,098)           1,405
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................................        27,836           21,368
     Equity in net losses of affiliates.........................................         1,481            1,293
     Investment income..........................................................          (303)            (307)
     Other expense (income).....................................................           800             (202)
                                                                                     ---------        ---------
                                                                                        29,814           22,152
                                                                                     ---------        ---------
  
  LOSS BEFORE INCOME TAXES......................................................       (30,912)         (20,747)
  
  INCOME TAXES..................................................................
                                                                                     ---------        ---------
  
  NET LOSS......................................................................       (30,912)         (20,747)
  
  ACCUMULATED DEFICIT
     Beginning of period........................................................      (339,923)        (259,505)
                                                                                     ---------        ---------
  
     End of period..............................................................     ($370,835)       ($280,252)
                                                                                     =========        =========
  
  BASIC LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE...........................         ($.75)           ($.51)
                                                                                     =========        =========
  
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING....................        41,325           40,692
                                                                                     =========        =========
  See notes to condensed consolidated financial statements.
  
                                          4
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in thousands)
                                                                                          Three Months Ended March 31,
                                                                                            1999              1998
                                                                                          ---------         ---------
  OPERATING ACTIVITIES
     Net loss.........................................................................     ($30,912)         ($20,747)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..................................................       58,625            44,755
       Non-cash interest expense......................................................          584
       Equity in net losses of affiliates.............................................        1,481             1,293
       Class A Common Stock option expense............................................                             63
                                                                                          ---------         ---------
                                                                                             29,778            25,364
       Changes in working capital and other liabilities...............................       (1,205)          (12,337)
                                                                                          ---------         ---------
             Net cash provided by operating activities................................       28,573            13,027
                                                                                          ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.........................................................       37,000            33,081
     Repayments of long-term debt.....................................................          (23)          (15,000)
     Proceeds from Class A Common Stock options exercised.............................        1,772               641
     Net transactions with affiliates.................................................       (5,035)            1,065
                                                                                          ---------         ---------
             Net cash provided by financing activities................................       33,714            19,787
                                                                                          ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisition, net of cash acquired................................................      (10,720)
     Capital expenditures.............................................................      (43,880)          (34,296)
     Additions to deferred charges....................................................       (2,120)
     Other, net.......................................................................         (237)              101
                                                                                          ---------         ---------
             Net cash used in investing activities....................................      (56,957)          (34,195)
                                                                                          ---------         ---------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................................        5,330            (1,381)
  
  CASH AND CASH EQUIVALENTS, beginning of period......................................        2,586             3,595
                                                                                          ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period............................................       $7,916            $2,214
                                                                                          =========         =========
  See notes to condensed consolidated financial statements.
  
                                          5
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
         Basis of Presentation
         The condensed consolidated balance sheet as of December 31, 1998 has been
         condensed  from the audited  consolidated  balance sheet as of that date.
         The  condensed  consolidated  balance  sheet as of March 31, 1999 and the
         condensed  consolidated  statements of operations and accumulated deficit
         and of cash flows for the three months ended March 31, 1999 and 1998 have
         been prepared by Jones Intercable, Inc. (the "Company") and have not been
         audited  by  the  Company's  independent  auditors.  In  the  opinion  of
         management,   all  adjustments   (which  include  only  normal  recurring
         adjustments) necessary to present fairly the financial position,  results
         of  operations  and cash flows as of March 31,  1999 and for all  periods
         presented have been made.
  
         Certain  information  and  note  disclosures  normally  included  in  the
         Company's  annual  financial   statements  prepared  in  accordance  with
         generally accepted accounting  principles have been condensed or omitted.
         These  condensed  consolidated  financial  statements  should  be read in
         conjunction  with the financial  statements and notes thereto included in
         the Company's December 31, 1998 Annual Report on Form 10-K filed with the
         Securities  and Exchange  Commission.  The results of operations  for the
         period ended March 31, 1999 are not  necessarily  indicative of operating
         results for the full year.
  
  2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
         New Accounting Pronouncement
         In June 1998, the Financial  Accounting  Standards Board issued Statement
         of  Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for
         Derivative  Instruments and Hedging  Activities."  This statement,  which
         establishes  accounting  and  reporting  standards  for  derivatives  and
         hedging  activities,  is effective for fiscal years  beginning after June
         15, 1999. Upon the adoption of SFAS No. 133, all derivatives are required
         to be recognized in the statement of financial  position as either assets
         or  liabilities  and  measured  at fair value.  The Company is  currently
         evaluating  the  impact  the  adoption  of SFAS No.  133 will have on its
         financial position and results of operations.
  
         Loss for Common Stockholders Per Common Share
         Loss for common stockholders per common share is computed by dividing net
         loss by the weighted average number of common shares  outstanding  during
         the period.
  
         For the three  months  ended  March  31,  1999 and  1998,  the  Company's
         potential   common   shares  of  468,000   shares  and  409,000   shares,
         respectively, have an antidilutive effect on loss for common stockholders
         per common share and,  therefore,  have not been used in determining  the
         total weighted average number of common shares outstanding.
  
         Reclassifications
         Certain  reclassifications  have been made to the  prior  year  condensed
         consolidated  financial  statements  to conform to those  classifications
         used in 1999.
  
  3.     ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
         Closing of Acquisition by Comcast Corporation
         On  April  7,  1999,  Comcast  Corporation   ("Comcast")   completed  the
         acquisition  of a  controlling  interest  in the  Company  for  aggregate
         consideration  of $706.3  million.  Comcast now owns  approximately  12.8
         million  shares of the Company's  Class A Common Stock and  approximately
         2.9  million   shares  of  the  Company's   Common  Stock,   representing
         approximately 37% of the economic interest and 47% of the voting interest
         in the Company.  Also on that date, Comcast contributed its shares in the
         Company   to   Comcast's   wholly   owned   subsidiary,   Comcast   Cable
         Communications,  Inc.  ("Comcast  Cable").  The approximately 2.9 million
         shares of Common Stock owned by Comcast Cable represent approximately 57%
         of the  Company's  outstanding  Common  Stock,  which  class  of stock is
         entitled  to elect 75% of the Board of  Directors  of the  Company.  As a
         result of this  transaction,  the  Company is now a  consolidated  public
         company subsidiary of Comcast Cable.
  
                                          6
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
         Also on  April 7,  1999,  the  Bylaws  of the  Company  were  amended  to
         establish  the size of the Board of  Directors  as a range  from eight to
         thirteen  directors and the board was  reconstituted  so as to have eight
         directors.  The  independent  members of the Company's Board of Directors
         have  approved  Comcast  and  the  Company  entering  into  a  management
         agreement pursuant to which Comcast will provide  supervisory  management
         services to the Company for a fee of 4.5% of the Company's gross revenues
         derived from cable systems.
  
         To  facilitate  an  orderly  change in control to  Comcast,  the  Company
         established  a  retention   and  severance   program  for  its  corporate
         associates  who will be  terminated  due to the  change in  control.  The
         program  provides  incentives to corporate  associates to remain with the
         Company through a transition  period following April 7, 1999. The program
         provides for cash severance payments to associates that have been or will
         be terminated due to the change in control.
  
         The Company anticipates  incurring between $50 million and $65 million in
         costs  related to the change in  control.  Such costs  include  severance
         payments to personnel, employment contract terminations,  salaries during
         the transition  period following the change in control,  costs associated
         with the termination of an information technology services agreement with
         a former affiliated entity, lease termination costs and professional fees
         incurred by the Company in connection with the change in control.
  
         Littlerock System Acquisition
         On January 29,  1999,  the Company,  through a wholly  owned  subsidiary,
         acquired  the cable  communications  system  serving  areas in and around
         Littlerock,  California  (the  "Littlerock  System") for $10.7 million in
         cash from Cable TV Fund 14-B, Ltd., a partnership managed by the Company.
         The   acquisition   was  accounted  for  under  the  purchase  method  of
         accounting.  As such, the operating results of the Littlerock System have
         been included in the  accompanying  condensed  consolidated  statement of
         operations  and  accumulated  deficit  from  the  acquisition  date.  The
         acquisition was funded with borrowings  under the  subsidiary's  existing
         credit facility.
  
         Calvert County System Acquisition
         In June 1998,  the Company,  through a wholly owned  subsidiary,  entered
         into an agreement with Cable TV Fund 14-A, Ltd., a partnership managed by
         the Company, to purchase the cable communications system serving areas in
         and around Calvert County, Maryland for $39.4 million in cash, subject to
         customary closing  adjustments.  The acquisition is expected to be funded
         with borrowings  under the  subsidiary's  existing credit  facility.  The
         closing of this  acquisition,  which is  expected  to occur in the second
         quarter of 1999,  is subject to the receipt of necessary  regulatory  and
         other approvals.
  
  4.     INVESTMENTS
  
         Partnership Liquidations
         The  Company  is  in  the  final  stages  of   liquidating   its  managed
         partnerships   and  the   remaining   three   partnership-   owned  cable
         communications  systems serving 44,000 basic subscribers are currently in
         various  stages of being  sold.  The  pending  sales are  expected  to be
         completed by the end of the second quarter of 1999. The Company is and/or
         has been the defendant in litigation filed by limited partners of certain
         of its managed  partnerships  challenging  the terms of certain  sales of
         partnership-owned  cable communications systems to the Company and/or its
         subsidiaries  (see Note 8). Those managed  partnerships that are involved
         in  litigation  will not be dissolved  until such  litigation  is finally
         resolved and terminated.
  
         At Home Warrants
         In June 1998, the Company entered into a six year Distribution  Agreement
         with At Home Corporation  ("@Home"),  which provides for the distribution
         of high speed  Internet  services to the Company's  cable  communications
         systems.  Deployment  began in December  1998.  In  conjunction  with the
         Distribution  Agreement,  the  Company and @Home  entered  into a Warrant
         Purchase  Agreement  providing  for  the  Company's  purchase  of up to a
         maximum of 2,046,100  shares of @Home Series A Common Stock at $10.50 per
         share.  The  warrants  become  exercisable  after  March  31  each  year,
         beginning in 1999, as the Company  launches  @Home  services in its cable
         communications  systems.  As of March  31,  1999,  warrants  to  purchase
         130,000  shares  of  @Home  Series  A  Common  Stock  were   exercisable.
         Accordingly, as of March 31, 1999, the Company recorded an investment
  
                                          7
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
         in @Home  warrants  of $19.1  million  and  deferred  revenue of an equal
         amount. Beginning in the second quarter of 1999, the Company's investment
         in @Home  Warrants  will be classified as available for sale and recorded
         at their fair  value,  with  unrealized  gains or losses  resulting  from
         changes in fair value between  measurement  dates recorded as a component
         of other comprehensive income.
  
  5.     LONG-TERM DEBT
  
         Interest Rates
         As of March 31, 1999 and  December  31,  1998,  the  Company's  effective
         weighted  average  interest rate on its long-term  debt  outstanding  was
         6.66% and 6.76%, respectively.
  
         Lines of Credit
         As of March 31,  1999,  certain  subsidiaries  of the  Company had unused
         lines of credit of $453.0  million,  $65.8 million of which is restricted
         by the covenants of the related debt agreements and to subsidiary general
         purposes and dividend declaration.
  
  6.     RELATED PARTY TRANSACTIONS
  
         The Company has certain transactions with related parties for programming
         services,  employment costs, information technology services and rent for
         leased facilities. Of the Company's total operating, selling, general and
         administrative expenses,  approximately $2.0 million and $1.5 million for
         the three  months ended March 31, 1999 and 1998,  respectively,  was with
         related parties.
  
  7.     STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
         The Company made cash  payments  for interest of $27.3  million and $23.9
         million   during  the  three  months  ended  March  31,  1999  and  1998,
         respectively.
  
         The Company's  investment in @Home warrants (see Note 4) had no impact on
         the Company's condensed  consolidated  statement of cash flows due to its
         non-cash nature.
  
  8.     COMMITMENTS AND CONTINGENCIES
  
         The Company is subject to legal proceedings and claims which arise in the
         ordinary course of its business. In the opinion of management, the amount
         of ultimate  liability  with respect to these actions will not materially
         affect the financial position,  results of operations or liquidity of the
         Company.
  
         In April 1999, the Company and the parties to a shareholders'  derivative
         action filed by a shareholder of the Company against certain directors of
         the Company  entered  into a  Stipulation  of  Voluntary  Dismissal  (the
         "Stipulation")  of the case challenging the determination by the Board of
         Directors  in  December  1997  that  The  Jones  Internet  Channel  had a
         contractual  right to  distribute  its  programming  on a channel  in the
         Company's cable communications systems. Pursuant to the Stipulation,  the
         action was dismissed as moot and counsel for the derivative plaintiff was
         paid $375,000 in legal fees.  Also in April 1999, in connection  with the
         closing  of  Comcast's  acquisition  of a  controlling  interest  in  the
         Company,  the pending litigation among former shareholders of the Company
         relating  to  the  same  December  1997  determination  by the  Board  of
         Directors  relating  to The  Jones  Internet  Channel  was  dismissed  by
         agreement of the parties and the appeal by certain of the defendants that
         was pending was dismissed.
  
         In April 1999, the two pending  limited  partner class action  complaints
         challenging  the Company's  acquisitions  of the Palmdale and Littlerock,
         California cable communications systems, respectively,  were dismissed on
         the  grounds  that the  plaintiffs  in these  cases  could only bring the
         actions derivatively and not as class actions. There can be no assurance,
         however, that the plaintiffs will not refile the complaints as derivative
         actions.
  
                                          8
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
       We have  experienced  significant  growth  in  recent  years  both  through
  strategic acquisitions and growth in our existing business. We have historically
  met our cash  needs  for  operations  through  our  cash  flows  from  operating
  activities.  Cash  requirements for acquisitions and capital  expenditures  have
  been provided through our financing activities, as well as our existing cash and
  cash equivalents.
  
       We are engaged  primarily in the cable  communications  business.  Over the
  last several years,  we have taken  significant  steps to simplify our corporate
  structure.  This process has included the sale of cable  communications  systems
  owned by certain managed  partnerships to either us or to third parties, and the
  divestiture of certain of our non-strategic assets. During this process, we have
  also made  significant  progress in clustering  our owned  subscribers  into two
  primary  groups  of  cable  systems.  Our  Virginia/Maryland  cluster  is  based
  primarily on geography,  while our suburban  cluster is based on similar  market
  and operating  characteristics  rather than geography.  These clusters represent
  approximately 95% of our owned subscribers.
  
  General Developments of Business
  
       See Note 3 to our condensed  consolidated  financial statements included in
  Item 1.
  
  Liquidity and Capital Resources
  
       See Note 3 to our condensed  consolidated  financial statements included in
  Item 1.
  
       Cash and Cash Equivalents
  
       Cash and cash equivalents as of March 31, 1999 were $7.9 million.
  
       Investments
  
       See Note 4 to our condensed  consolidated  financial statements included in
  Item 1.
  
       We do not have any significant contractual funding commitments with respect
  to any of our investments.  However, to the extent we do not fund our investees'
  capital calls, we expose  ourselves to dilution of our ownership  interests.  We
  continually  evaluate  our  existing  investments  as  well  as  new  investment
  opportunities.
  
       Financing
  
       See Note 5 to our condensed  consolidated  financial statements included in
  Item 1.
  
       As of March 31, 1999 and December 31, 1998, our long-term  debt,  including
  current portion, was $1.500 billion and $1.463 billion,  respectively,  of which
  49.6% and 50.9%, respectively, was at variable rates.
  
       We may from time to time,  depending on certain  factors  including  market
  conditions, make optional repayments on our debt obligations.
  
       We, in our  capacity  as the general  partner of our managed  partnerships,
  have from time to time received general partner  distributions  upon the sale of
  cable communications  systems owned by such partnerships.  No such distributions
  were  received  during the three months ended March 31, 1999.  In addition,  we,
  through a wholly owned  subsidiary,  have earned brokerage fees upon the sale of
  the managed partnership's cable communications systems to third parties.  During
  the  three  months  ended  March 31,  1999,  we earned  brokerage  fees,  net of
  expenses,  of $3.2  million.  Upon the  completion  of the sale of the remaining
  three cable  communications  systems owned by managed partnerships in the second
  quarter of 1999, general partner  distributions and brokerage fees will cease to
  be a source of funds for us.
  
       Year 2000 Issue
  
       The Year 2000 Issue is the result of computer  programs being written using
  two  digits  rather  than four to define  the  applicable  year.  Certain of our
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations.
  
       We are in the process of evaluating  and  addressing the impact of the Year
  2000 Issue on our  operations  to ensure  that our  information  technology  and
  business  systems  recognize  calendar Year 2000. We are utilizing both internal
  and external resources in implementing our Year 2000 program,  which consists of
  the following phases:
  
       o    Assessment  Phase.   Structured   evaluation,   including  a  detailed
            inventory outlining the
  
                                          9
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
            impact that the Year 2000 Issue may have on current operations.
  
       o    Detailed Planning Phase.  Establishment of priorities,  development of
            specific  action  steps and  allocation  of  resources  to address the
            issues identified in the Assessment Phase.
  
       o    Conversion Phase. Implementation of the necessary system modifications
            as outlined in the Detailed Planning Phase.
  
       o    Testing Phase.  Verification that the modifications implemented in the
            Conversion  Phase will be  successful in resolving the Year 2000 Issue
            so that all inventory items will function properly,  both individually
            and on an integrated basis.
  
       o    Implementation  Phase.  Final roll-out of fully tested components into
            an operational unit.
  
       Based on an  inventory  conducted  in  1997,  we have  identified  computer
  systems that will require modification or replacement so that they will properly
  utilize dates beyond December 31, 1999. Many of our critical systems are new and
  are already Year 2000 compliant as a result of our recent rebuild of many of our
  cable communications systems. In addition, we have initiated communications with
  all of our significant software suppliers and service bureaus to determine their
  plans for remediating the Year 2000 Issue in their software which we use or rely
  upon.
  
       As of March  31,  1999,  we are in the  Conversion  Phase of our Year  2000
  remediation  program and have entered the Testing  Phase with respect to certain
  of our key systems.  Through March 31, 1999, we have incurred approximately $1.5
  million in connection with our Year 2000 remediation  program.  We estimate that
  we will incur between  approximately  $1.5 million to $2.0 million of additional
  expense  through  December  1999 in  connection  with our Year 2000  remediation
  program.  Our estimate to complete the  remediation  plan includes the estimated
  time  associated  with  mitigating the Year 2000 Issue for third party software.
  However,  there can be no guarantee that the systems of other companies on which
  we rely will be  converted  on a timely  basis,  or that a failure to convert by
  another company would not have a material adverse effect on us.
  
       Our  management  will continue to  periodically  report the progress of our
  Year 2000 remediation  program to the Audit Committee of our Board of Directors.
  We plan to complete the Year 2000  mitigation by the third quarter of 1999.  Our
  management has investigated and may consider potential  contingency plans in the
  event that our Year 2000 remediation program is not completed by that date.
  
       The costs of the project and the date on which we plan to complete the Year
  2000  modifications  and replacements are based on management's  best estimates,
  which were derived using  assumptions  of future events  including the continued
  availability of resources and the reliability of third party modification plans.
  However,  there can be no guarantee  that these  estimates  will be achieved and
  actual results could differ  materially from those plans.  Specific factors that
  may cause  such  material  differences  include,  but are not  limited  to,  the
  availability  and cost of personnel with  appropriate  necessary  skills and the
  ability  to  locate  and  correct  all  relevant   computer   code  and  similar
  uncertainties.
  
       We believe that with  modifications to existing software and conversions to
  new  software,  the  Year  2000  Issue  can  be  mitigated.   However,  if  such
  modifications  and  conversions  are not made,  or are not  completed  within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  our operations.
  
                                         10
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  Statement of Cash Flows
  
       Cash and cash equivalents  increased $5.3 million as of March 31, 1999 from
  December 31, 1998. The increase in cash and cash equivalents  resulted from cash
  flows from operating, financing and investing activities
  which are explained below.
  
       Net cash provided by operating activities amounted to $28.6 million for the
  three months ended March 31,  1999,  due  principally  to our  operating  income
  before  depreciation and amortization (see "Results of Operations"),  changes in
  working capital as a result of the timing of receipts and disbursements, and the
  acquisition of cable communications systems.
  
       Net cash provided by financing  activities  was $33.7 million for the three
  months  ended March 31, 1999.  During the three months ended March 31, 1999,  we
  borrowed $37.0 million under subsidiary credit facilities, primarily for capital
  expenditures  and to fund the  acquisition  of the cable  communications  system
  serving areas in and around  Littlerock,  California (the "Littlerock  System").
  During the three  months  ended  March 31,  1999,  we advanced  $5.0  million to
  partnerships managed by us to fund operations and for capital expenditures.
  
       Net cash  used in  investing  activities  was $57.0  million  for the three
  months ended March 31, 1999. Net cash used in investing  activities includes the
  acquisition of the Littlerock System, net of cash acquired, of $10.7 million and
  capital expenditures of $43.9 million. 
  
  Results of Operations
  
       Our  summarized  consolidated  financial  information  for the three months
  ended March 31, 1999 and 1998 is as follows  (dollars in millions,  "NM" denotes
  percentage is not meaningful):
  Three Months Ended
                                                                    March 31,          Increase / (Decrease)
                                                                 1999        1998         $           %
                                                               --------    --------    --------    --------
  Revenues...............................................        $129.0      $101.3       $27.7        27.3%
  Operating, selling, general and administrative
     expenses............................................          71.5        55.2        16.3        29.5
                                                               --------    --------
  Operating income before depreciation and
     amortization (1)....................................          57.5        46.1        11.4        24.7
  Depreciation and amortization..........................          58.6        44.7        13.9        31.1
                                                               --------    --------
  Operating (loss) income................................          (1.1)        1.4        (2.5)         NM
                                                               --------    --------
  Interest expense.......................................          27.8        21.4         6.4        29.9
  Equity in net losses of affiliates.....................           1.5         1.3         0.2        15.4
  Investment income......................................          (0.3)       (0.3)
  Other expense (income).................................           0.8        (0.2)        1.0          NM
                                                               --------    --------
  Net loss...............................................        ($30.9)     ($20.8)      $10.1        48.6%
                                                               ========    ========
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cable communications business as "operating cash flow." Operating
       cash flow is a measure of a company's  ability to generate  cash to service
       its obligations, including debt service obligations, and to finance capital
       and other expenditures.  In part due to the capital intensive nature of the
       cable  communications  business  and the  resulting  significant  level  of
       non-cash  depreciation  and  amortization  expense,  operating cash flow is
       frequently  used as one of the bases for comparing  businesses in the cable
       communications  industry,  although our measure of operating  cash flow may
       not  be  comparable  to  similarly  titled  measures  of  other  companies.
       Operating  cash flow does not purport to  represent  net income or net cash
       provided  by  operating  activities,  as  those  terms  are  defined  under
       generally accepted accounting  principles,  and should not be considered as
       an alternative to such measurements as an indicator of our performance.
  11
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
       We derive our  revenues  from four  sources:  subscriber  service fees from
  owned cable communications  systems,  management fees from managed partnerships,
  brokerage  fees and  distributions  paid  upon the sale of cable  communications
  systems owned by managed partnerships and revenues from a non-cable  subsidiary.
  We receive  management fees generally equal to 5% of gross operating revenues of
  our  managed  limited  partnerships.  Upon  the  completion  of the  sale of the
  remaining three cable  communications  systems owned by managed  partnerships in
  the second quarter of 1999,  general  partner  distributions  and brokerage fees
  will cease to be a source of revenue for us.
  
       Of the $27.7  million  increase in revenues for the three month period from
  1998 to 1999, $32.4 million is attributable to an increase in subscriber service
  fees,  offset by a $3.1  million  decrease in  management  fees,  a $1.1 million
  decrease in non-cable  revenue and a $0.5 million decrease in distributions  and
  brokerage fees. Of the $32.4 million  increase in subscriber fees, $23.0 million
  is  attributable  to the  effects of the  acquisitions  of cable  communications
  systems, $1.5 million is attributable to subscriber growth, $3.4 million relates
  to changes in rates, $0.8 million is attributable to growth in cable advertising
  sales and $3.7 million relates to other product offerings.
  
       Operating,  general and administrative  expenses consist primarily of costs
  associated with the operation and  administration of owned cable  communications
  systems,  the  administration  of managed  partnerships  and the  operation  and
  administration  of our non-cable  subsidiary.  We are  reimbursed by our managed
  partnerships for costs associated with the  administration  of the partnerships.
  The principal  administrative cost components are salaries paid to corporate and
  system   personnel,   programming   expenses,   consumer   marketing   expenses,
  professional  fees,  subscriber  billing costs,  data processing costs, rent for
  leased facilities and cable system maintenance expenses.
  
       Of  the  $16.3  million  increase  in  operating,   selling,   general  and
  administrative  expenses  for the three month  period  from 1998 to 1999,  $12.9
  million  is   attributable   to  the  effects  of  the   acquisitions  of  cable
  communications  systems,  $2.1 million is attributable to increases in the costs
  of cable  programming  as a result of  changes in rates,  subscriber  growth and
  additional channel offerings and $1.3 million results from increases in the cost
  of labor,  other volume related  expenses and costs  associated with new product
  offerings. It is anticipated that the cost of cable programming will increase in
  the future as cable programming  rates increase and additional  sources of cable
  programming become available.
  
       The $13.9 million increase in depreciation and amortization expense for the
  three month period from 1998 to 1999 is primarily a result of the effects of our
  acquisition of cable communications systems and of our capital expenditures.
  
       The $6.4 million increase in interest expense is due to higher  outstanding
  balances on our interest bearing  obligations.  Borrowings were used to fund the
  acquisitions of cable communications systems.
  
       The $1.0 million  increase in other expense for the three month period from
  1998  to  1999  is  primarily   attributable   to  the   disposition   of  cable
  communications systems by the managed partnerships during the three months ended
  March 31, 1999.
  
       For the three months ended March 31, 1999 and 1998,  our (losses)  earnings
  before  income  taxes,  equity in net  losses of  affiliates  and fixed  charges
  (interest  expense)  were ($1.6  million) and $1.9 million,  respectively.  Such
  (losses)  earnings were not adequate to cover our fixed charges of $27.8 million
  and  $21.4  million  for the  three  months  ended  March  31,  1999  and  1998,
  respectively.  Our fixed  charges  include  non-cash  interest  expense  of $0.6
  million for the three  months  ended March 31,  1999.  The  inadequacy  of these
  (losses)  earnings to cover fixed  charges is primarily  due to the  substantial
  non-cash charges for depreciation and amortization expense.
  
       We believe  that our losses  and  inadequacy  of  earnings  to cover  fixed
  charges will not  significantly  affect the  performance of our normal  business
  activities  because of our existing  cash and cash  equivalents,  our ability to
  generate  operating income before  depreciation and amortization and our ability
  to obtain external financing.
  
       We believe that our operations are not materially affected by inflation.
  
                                         12
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  PART II    OTHER INFORMATION
  
  ITEM 1     LEGAL PROCEEDINGS
  
             We are  subject to legal  proceedings  and claims  which arise in the
             ordinary  course of our business.  In the opinion of our  management,
             the amount of ultimate  liability  with respect to these actions will
             not materially affect our financial  position,  results of operations
             or liquidity.
  
             Shareholder Litigation
  
             On April 6, 1999,  the  Company  and the  parties to a  shareholders'
             derivative  action  in  U.S.  District  Court  for  the  District  of
             Colorado,  entitled Leslie Susser, plaintiff v. Glenn R. Jones, James
             J. Krejci,  James B.  O'Brien,  Howard O.  Thrall,  Raphael M. Solot,
             Robert E. Cole,  Sanford  Zisman,  and Donald L. Jacobs,  defendants,
             Civil Action No.  98-M-616,  entered into a Stipulation  of Voluntary
             Dismissal  Pursuant to Rule  41(a)(1)  of the Federal  Rules of Civil
             Procedure (the "Stipulation"). This action had been filed against the
             named directors of the Company by a shareholder,  suing  derivatively
             on behalf of the Company,  in connection with a determination  by the
             Board of  Directors on December  23,  1997,  that The Jones  Internet
             Channel, a provider of high-speed internet  programming  services via
             cable modem,  had a contractual  right to distribute such programming
             on a channel in the Company's  systems.  Under the Stipulation,  this
             action was  dismissed  as moot,  in light of a  determination  by the
             Company to contract with @Home, Inc., an alternative provider of high
             speed  internet   programming  services  via  cable  modem,  for  the
             distribution  of  @Home  on  the  Company's   systems   following  an
             injunction relating to The Jones Internet Channel issued by the Court
             on  May 5,  1998.  Pursuant  to  the  Stipulation,  counsel  for  the
             derivative  plaintiff was to be paid $375,000 in legal fees,  subject
             to the  approval  of the  Board of  Directors  of the  Company,  or a
             committee of the Board,  pursuant to Colorado law  pertaining  to the
             indemnification  of  directors.   The  fees  were  stipulated  to  be
             reasonable  compensation  for actions  undertaken  by counsel for the
             derivative  plaintiff that  contributed to benefits  conferred on the
             Company  and its public  shareholders.  On April 7,  1999,  the Court
             "so-ordered"  the  Stipulation.  The  derivative  Complaint and other
             public  documents  in this action are  available  in the files of the
             Court.  The  $375,000  in  legal  fees was  paid to  counsel  for the
             derivative plaintiff in April 1999.
  
             On  April 7,  1999,  in  connection  with the  closing  of  Comcast's
             acquisition  of a  controlling  interest in the Company,  the pending
             litigation  entitled  BCI Telecom  Holding  Inc.,  plaintiff v. Jones
             Intercable, Inc., Jones International,  Ltd., Jones Internet Channel,
             Inc. and Glenn R. Jones, defendants, Civil Action No, 98-M- 224, U.S.
             District  Court  for the  District  of  Colorado,  was  dismissed  by
             agreement  of the parties  thereto,  and Jones  International,  Ltd.,
             Jones Internet Channel,  Inc. and Glenn R. Jones dismissed the appeal
             that was pending in the U.S.  Tenth  Circuit  Court of Appeals of the
             Order entered against them in such litigation.
  
             Palmdale Litigation
  
             In December  1998,  City  Partnership  Co.  ("City  Partnership"),  a
             limited  partner of Cable TV Fund 12-C,  Ltd. and Cable TV Fund 12-D,
             Ltd., filed a class action complaint in the District Court,  Arapahoe
             County, State of Colorado (Case No. 98-CV-4493) naming the Company as
             defendant. City Partnership, on its behalf and on behalf of all other
             persons who are limited partners of Cable TV Fund 12-B, Fund 12-C and
             Fund  12-D,  challenged  the  terms of sale of the  cable  television
             systems serving the communities in and around Palmdale and Lancaster,
             California to an affiliate of the Company. The Company filed a motion
             to  dismiss  the  class  action  complaint  on the  grounds  that the
             plaintiff could only bring the action derivatively and not as a class
             action.  The court granted the  Company's  motion to dismiss in April
             1999. There can be no assurance, however, that the plaintiff will not
             refile its complaint as a derivative action.
  
                                         13
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
             Littlerock Litigation
  
             In January 1999, City Partnership Co. ("City Partnership"), a limited
             partner of Cable TV Fund 14-B,  Ltd.,  filed a class action complaint
             in the District Court,  Arapahoe County,  State of Colorado (Case No.
             99-CV- 0150) naming the Company as defendant.  City  Partnership,  on
             its  behalf  and on  behalf  of all  other  persons  who are  limited
             partners of Cable TV Fund 14-B, Ltd., challenged the terms of sale of
             the cable  television  system  serving  Littlerock,  California to an
             affiliate of the Company.  The Company  filed a motion to dismiss the
             class action  complaint on the grounds that the plaintiff  could only
             bring the action  derivatively  and not as a class action.  The court
             granted the Company's  motion to dismiss in April 1999.  There can be
             no  assurance,  however,  that  the  plaintiff  will not  refile  its
             complaint as a derivative action.
  
  ITEM 6     EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            15.1 Letter Regarding Unaudited Interim Financial Statements.
  
            27.1 Financial Data Schedule
  
       (b)  Reports on Form 8-K - none.
  
                                         14
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                     SIGNATURES
  
           Pursuant to the  requirements  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 INTERCABLE, INC.
                                          ----------------------------------------
  
                                          /S/ LAWRENCE S. SMITH
                                          ----------------------------------------
                                          Lawrence S. Smith
                                          Principal Accounting Officer
  
                                          /S/ JOSEPH J. EUTENEUER
                                          ----------------------------------------
                                          Joseph J. Euteneuer
                                          Vice President (Authorized Officer)
  
  Date: May 14, 1999
  
                                         15