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:
                                    JUNE 30, 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 June 30, 1999,  there were  36,935,970  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 JUNE 30, 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 June 30, 1999 and December 31, 1998 (Unaudited).....3
  
                      Condensed Consolidated Statement of Operations
                      and Accumulated Deficit for the Six and Three Months
                      Ended June 30, 1999 and 1998 (Unaudited)..................4
  
                      Condensed Consolidated Statement of
                      Cash Flows for the Six Months Ended
                      June 30, 1999 and 1998 (Unaudited)........................5
  
                      Notes to Condensed Consolidated Financial
                      Statements (Unaudited)...............................6 - 10
  
            ITEM 2    Management's Discussion and Analysis of
                      Financial Condition and Results of
                      Operations..........................................11 - 15
  
  PART II   OTHER INFORMATION
  
            ITEM 1    Legal Proceedings...................................16 - 19
  
            ITEM 6    Exhibits and Reports on Form 8-K.........................19
  
            SIGNATURES.........................................................20
  
                         -----------------------------------
  
       This  Quarterly  Report on Form 10-Q is for the three months ended June 30,
  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 June
  30,  1999,  the related  condensed  consolidated  statement  of  operations  and
  accumulated  deficit for the six and three  months  ended June 30, 1999 and 1998
  and the condensed  consolidated statement of cash flows for the six months ended
  June 30, 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 condensed 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
  August 9, 1999
  
  
                                          2
  
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  PART I    FINANCIAL INFORMATION
  
  ITEM 1    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                      (Dollars in thousands, except share data)
                                                                                           June 30,       December 31,
                                                                                             1999             1998
                                                                                          ----------      ------------
  <S>                                                                                     <C>               <C>
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents.......................................................        $53,152           $2,586
     Accounts receivable, less allowance for doubtful
       accounts of $3,241 and $2,822.................................................         29,378           32,452
     Other current assets............................................................         47,184           48,973
                                                                                          ----------       ----------
         Total current assets........................................................        129,714           84,011
                                                                                          ----------       ----------
  
  INVESTMENTS........................................................................         26,499           19,724
                                                                                          ----------       ----------
  
  PROPERTY AND EQUIPMENT.............................................................        861,330          818,871
     Accumulated depreciation........................................................       (280,723)        (244,631)
                                                                                          ----------       ----------
     Property and equipment, net.....................................................        580,607          574,240
                                                                                          ----------       ----------
  
  DEFERRED CHARGES AND OTHER.........................................................      1,584,074        1,500,083
     Accumulated amortization........................................................       (522,662)        (446,965)
                                                                                          ----------       ----------
     Deferred charges and other, net.................................................      1,061,412        1,053,118
                                                                                          ----------       ----------
  
                                                                                          $1,798,232       $1,731,093
                                                                                          ==========       ==========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...........................................        $84,417          $89,516
     Accrued interest................................................................         19,974           23,265
     Current portion of long-term debt...............................................          1,980            2,237
     Due to affiliates...............................................................         45,346
                                                                                          ----------       ----------
  
         Total current liabilities...................................................        151,717          115,018
                                                                                          ----------       ----------
  
  LONG-TERM DEBT, less current portion...............................................      1,623,577        1,460,470
                                                                                          ----------       ----------
  
  OTHER LIABILITIES..................................................................         15,938
                                                                                          ----------       ----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' EQUITY
     Class A common stock, $.01 par value - authorized, 60,000,000 shares;
       issued, 36,935,970 and 36,143,054.............................................            369              361
     Common stock, $.01 par value - authorized, 5,550,000 shares; issued, 5,113,021..             51               51
     Additional capital..............................................................        504,461          495,116
     Accumulated deficit.............................................................       (491,547)        (339,923)
     Accumulated other comprehensive loss............................................         (6,334)
                                                                                          ----------       ----------
         Total stockholders' equity..................................................          7,000          155,605
                                                                                          ----------       ----------
                                                                                          $1,798,232       $1,731,093
                                                                                          ==========       ==========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                  (Amounts in thousands, except per share data)
                                                                    Six Months Ended         Three Months Ended
                                                                        June 30,                  June 30,
                                                                   1999         1998         1999          1998
                                                                 ---------    ---------    ---------     --------
  <S>                                                             <C>          <C>          <C>           <C>
  REVENUES
     Cable Communications Revenues
       Subscriber service fees................................... $258,649     $188,704     $131,070      $94,837
       Management fees...........................................      957        7,634           77        3,685
       Distributions and brokerage fees..........................    3,966        4,745          773        1,038
     Non-cable revenue...........................................    1,651        3,675          784        1,662
                                                                 ---------    ---------    ---------     --------
                                                                   265,223      204,758      132,704      101,222
                                                                 ---------    ---------    ---------     --------
  
  COSTS AND EXPENSES
     Cable Communications Expenses
       Operating.................................................  156,294       98,901       89,566       49,216
       Selling, general and administrative.......................   13,909       11,421        6,356        5,933
     Non-cable operating, selling, general and administrative....    1,381        4,200          670        1,997
     Restructuring charges.......................................   55,400                    55,400
     Depreciation and amortization...............................  124,404       91,840       65,779       47,085
                                                                 ---------    ---------    ---------     --------
                                                                   351,388      206,362      217,771      104,231
                                                                 ---------    ---------    ---------     --------
  
  OPERATING LOSS.................................................  (86,165)      (1,604)     (85,067)      (3,009)
  
  OTHER (INCOME) EXPENSE
     Interest expense............................................   55,081       44,184       27,245       22,816
     Equity in net losses of affiliates..........................    3,958        2,892        2,477        1,599
     Investment expense (income).................................      291         (747)         594         (440)
     Other expense...............................................    6,129        5,458        5,329        5,660
                                                                 ---------    ---------    ---------     --------
                                                                    65,459       51,787       35,645       29,635
                                                                 ---------    ---------    ---------     --------
  
  LOSS BEFORE INCOME TAXES....................................... (151,624)     (53,391)    (120,712)     (32,644)
  
  INCOME TAXES...................................................
                                                                 ---------    ---------    ---------     --------
  
  NET LOSS....................................................... (151,624)     (53,391)    (120,712)     (32,644)
  
  ACCUMULATED DEFICIT
     Beginning of period......................................... (339,923)    (259,505)    (370,835)    (280,252)
                                                                 ---------    ---------    ---------     --------
  
     End of period...............................................($491,547)   ($312,896)   ($491,547)   ($312,896)
                                                                 =========    =========    =========     ========
  
  BASIC LOSS FOR COMMON STOCKHOLDERS
     PER COMMON SHARE............................................   ($3.64)      ($1.31)      ($2.88)       ($.80)
                                                                 =========    =========    =========     ========
  
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING..........................................   41,634       40,730       41,968       40,768
                                                                 =========    =========    =========     ========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                            (Dollars in thousands)
                                                                                           Six Months Ended June 30,
                                                                                            1999              1998
                                                                                          ---------         ---------
  <S>                                                                                    <C>                <C>
  OPERATING ACTIVITIES
     Net loss.........................................................................    ($151,624)         ($53,391)
     Adjustments to reconcile net loss to net cash (used in) provided
      by operating activities:
       Depreciation and amortization..................................................      124,404            91,840
       Loss on sale of assets.........................................................                          3,616
       Noncash interest expense.......................................................           93
       Equity in net losses of affiliates.............................................        3,958             2,892
                                                                                          ---------         ---------
                                                                                            (23,169)           44,957
       Changes in working capital and other liabilities...............................       (4,444)          (13,840)
                                                                                          ---------         ---------
             Net cash (used in) provided by operating activities......................      (27,613)           31,117
                                                                                          ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.........................................................      162,779           477,213
     Repayments of long-term debt.....................................................                       (212,000)
     Proceeds from Class A Common Stock options exercised.............................        9,353             1,536
     Net transactions with affiliates.................................................       45,346               450
                                                                                          ---------         ---------
             Net cash provided by financing activities................................      217,478           267,199
                                                                                          ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...............................................      (10,720)         (214,846)
     Capital expenditures.............................................................      (57,482)          (54,049)
     Additions to deferred charges....................................................      (70,863)          (25,726)
     Proceeds from the sale of assets.................................................                            350
     Other, net.......................................................................         (234)             (453)
                                                                                          ---------         ---------
             Net cash used in investing activities....................................     (139,299)         (294,724)
                                                                                          ---------         ---------
  
  INCREASE IN CASH AND CASH EQUIVALENTS...............................................       50,566             3,592
  
  CASH AND CASH EQUIVALENTS, beginning of period......................................        2,586             3,595
                                                                                          ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period............................................      $53,152            $7,187
                                                                                          =========         =========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          5
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 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 June  30,  1999,  the
         condensed  consolidated  statement of operations and accumulated  deficit
         for the six and  three  months  ended  June  30,  1999  and  1998 and the
         condensed  consolidated  statement of cash flows for the six months ended
         June 30, 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  necessary to
         present  fairly the financial  position,  results of operations  and cash
         flows as of June 30, 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
         periods ended June 30, 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 (the  "FASB")
         issued  Statement of  Financial  Accounting  Standards  ("SFAS") No. 133,
         "Accounting  for Derivative  Instruments  and Hedging  Activities."  This
         statement   establishes  the  accounting  and  reporting   standards  for
         derivatives and hedging activity.  Upon the adoption of SFAS No. 133, all
         derivatives  are required to be  recognized in the statement of financial
         position as either assets or liabilities  and measured at fair value.  In
         July 1999,  the FASB  issued  SFAS No. 137,  "Accounting  for  Derivative
         Instruments  and Hedging  Activities - Deferral of the Effective  Date of
         FASB  Statement  No.  133 - an  amendment  of  FASB  Statement  No.  133"
         deferring the effective date for implementation of SFAS No. 133 to fiscal
         years beginning after June 15, 2000. The Company is currently  evaluating
         the  impact  the  adoption  of SFAS No.  133 will  have on its  financial
         position and results of operations.
  
         Loss for Common Stockholders Per Common Share
         Loss for common stockholders per common share is computed by dividing net
         loss by the weighted average number of common shares  outstanding  during
         the period.
  
         For the six and three months ended June 30, 1999 and 1998,  the Company's
         potential common shares of 18,000 shares,  392,000 shares,  17,000 shares
         and 461,000 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 of Controlling  Interest in the Company 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  acquired an  additional  1.0
         million shares of the Company's Class A Common Stock on June 29, 1999 for
         $50.0  million  in  a  private  transaction.  Upon  completion  of  these
         transactions,  Comcast  owns  approximately  13.8  million  shares of the
         Company's  Class A Common Stock and  approximately  2.9 million shares of
         the Company's Common Stock,  representing  39.6% of the economic interest
         and 48.3% of the voting interest in the Company.  Comcast has contributed
         its shares in the Company to its wholly owned  subsidiary,  Comcast Cable
         Communications,  Inc.  ("Comcast  Cable").  The approximately 2.9 million
         shares of Common Stock owned by Comcast Cable represent shares having the
         right
  
                                          6
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
         to elect approximately 75% of the Board of Directors of the Company.  The
         Company is now a consolidated public company subsidiary of Comcast Cable.
  
         On August 9, 1999,  Comcast  announced its intention to commence an offer
         to exchange 1.4 shares of its Class A Special Common Stock for each share
         of Class A Common  Stock and Common Stock of the Company for up to 79% of
         the combined  number of shares of the Company's Class A Common and Common
         Stock  outstanding  (subject  to  certain  terms  and  conditions  to  be
         contained  in  the  offer  documents).  The  offer  would  commence  upon
         registration  of Comcast's  Class A Special Common Stock to be offered in
         the exchange offer with the Securities and Exchange  Commission  pursuant
         to an effective registration statement. Comcast intends to contribute the
         shares of the Company's Class A Common Stock and Common Stock received in
         the exchange offer to Comcast Cable.
  
         In connection with Comcast's acquisition of a controlling interest in the
         Company on April 7, 1999, all of the persons who were executive  officers
         of the  Company  as of that date  terminated  their  employment  with the
         Company.  The  Company's  Board of  Directors  has elected new  executive
         officers, each of whom also is an officer of Comcast. As of July 7, 1999,
         all persons who were employed at the Company's former  corporate  offices
         in Englewood,  Colorado had terminated their employment with the Company.
         The Company's  corporate  offices are now located at 1500 Market  Street,
         Philadelphia, Pennsylvania 19102-2148.
  
         To  facilitate  an  orderly  change in control to  Comcast,  the  Company
         established  retention and severance programs for its corporate and field
         office  employees who were to be terminated due to the change in control.
         The programs  provide for cash severance  payments to employees that have
         been or will be terminated due to the change in control. During the three
         months ended June 30, 1999, the Company  incurred expense relating to the
         severance of  approximately  350  corporate  and field  office  employees
         totaling  $39.1  million,  of which $31.6  million had been paid and $7.5
         million  was  accrued  at June 30,  1999.  Such costs  were  included  in
         restructuring charges in the Company's condensed  consolidated  statement
         of operations and accumulated deficit.
  
         In addition to the severance  expense  described above,  during the three
         months  ended June 30, 1999,  the Company  incurred an  additional  $16.3
         million of restructuring  costs related to the change in control relating
         to  an  employment  contract  termination,   costs  associated  with  the
         termination of an information technology services agreement with a former
         affiliated  entity  and lease  termination  costs.  Of this  total,  $8.0
         million had been paid and $8.3 million was accrued at June 30, 1999. Such
         costs were included in restructuring  charges in the Company's  condensed
         consolidated statement of operations and accumulated deficit.
  
         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
         (see Note 8). 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
         On July 6, 1999, the Company, through a wholly owned subsidiary, acquired
         the cable  communications  system  serving  areas in and  around  Calvert
         County, Maryland (the "Calvert County System") for $39.4 million in cash,
         subject to customary closing adjustments,  from Cable TV Fund 14-A, 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 Calvert County System will be included in the Company's  condensed
         consolidated  statement of operations  and  accumulated  deficit from the
         date of acquisition. The acquisition was funded with borrowings under the
         subsidiary's existing credit facility.
  
         Exchange of Cable Communications Systems
         In May 1999,  the Company  entered into an agreement to exchange  certain
         cable communications systems with Adelphia  Communications  ("Adelphia").
         Under the terms of the agreement, the Company will receive
  
                                          7
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
         approximately  103,000 cable  subscribers in Michigan from  Adelphia.  In
         exchange,   Adelphia  will  receive  cable   communications   systems  in
         California currently owned by the Company serving  approximately  108,000
         subscribers. All of the cable systems involved in the transaction will be
         valued based upon independent  appraisals with any difference in relative
         value to be funded  with cash or  additional  cable  systems.  The system
         exchange  is subject  to  customary  closing  conditions  and  regulatory
         approvals and is expected to close by mid-2000.
  
  4.     INVESTMENTS
  
         Partnership Liquidations
         The sales of all remaining partnership-owned cable communications systems
         were  completed  in July 1999 and the  Company is in the final  stages of
         liquidating  its managed  partnerships.  The  Company is a  defendant  in
         litigation   filed  by  limited   partners  of  certain  of  its  managed
         partnerships  challenging the terms of certain sales of partnership-owned
         cable communications  systems to the Company and/or its subsidiaries (see
         Note 8 and Part II, Other Information,  Item 1, Legal  Proceedings).  The
         managed  partnerships  that are involved in this  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  4,092,200  shares of @Home Series A Common Stock at $5.25 per
         share (as adjusted  for @Home's  2-for-1  stock split in June 1999).  The
         warrants become exercisable after March 31 each year,  beginning in 1999,
         as the  Company  launches  @Home  services  in its  cable  communications
         systems.  As of March 31, 1999,  warrants to purchase  260,000  shares of
         @Home  Series A Common Stock were  exercisable.  No  additional  warrants
         became  exercisable  in the second  quarter of 1999.  Accordingly,  as of
         March 31, 1999,  the Company  recorded an investment in @Home warrants of
         $19.7  million and deferred  revenue of an equal  amount.  The  Company's
         investment  in @Home  warrants is  classified  as available  for sale and
         recorded at fair value,  with unrealized  gains or losses  resulting from
         changes in fair value between  measurement  dates recorded as a component
         of  accumulated  other  comprehensive  loss  in the  Company's  condensed
         consolidated balance sheet. As of June 30, 1999, the Company had recorded
         an unrealized  loss of $6.3 million related to this investment.
  
  5.     LONG-TERM DEBT
  
         Interest Rates
         As of June 30,  1999 and  December  31,  1998,  the  Company's  effective
         weighted  average  interest rate on its long-term  debt  outstanding  was
         7.14% and 6.76%, respectively.
  
         Lines of Credit
         As of June 30, 1999, certain subsidiaries of the Company had unused lines
         of credit of $301.9 million,  all of which is restricted by the covenants
         of the related debt  agreements  and to subsidiary  general  purposes and
         dividend declaration.
  
  6.     RELATED PARTY TRANSACTIONS
  
         Management Agreement
         Effective  April  7,  1999,  the  Company  and  Comcast  entered  into  a
         management agreement pursuant to which Comcast will manage the operations
         of the  Company  and its  subsidiaries,  subject  to such  direction  and
         control of the Company as the Company may reasonably  determine from time
         to time.  The terms of the  management  agreement  were  approved  by the
         independent  members of the Company's Board of Directors.  The management
         agreement  generally  provides that Comcast will supervise the management
         and  operations  of the  Company's  cable  systems  and  arrange  for and
         supervise  certain  administrative  functions.  As compensation  for such
         services  the  management   agreement  provides  for  Comcast  to  charge
         management  fees of 4.5%  of  gross  cable  communications  revenues  (as
         defined).  During the six and three months  ended June 30, 1999,  Comcast
         charged the Company management fees of $5.8 million.
  
                                          8
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
         On behalf of the Company, Comcast seeks and secures long-term programming
         contracts  that  generally  provide for payment based on either a monthly
         fee per  subscriber  per channel or a  percentage  of certain  subscriber
         revenues.  Amounts charged to the Company by Comcast for programming (the
         "Programming  Charges")  are in an  amount  equal  to the  sum of (i) the
         actual cost  incurred  by Comcast  plus (ii)  one-half of the  difference
         between the cost the Company would pay in an  arms-length  transaction if
         the Company were a  stand-alone  multiple  cable  communications  systems
         operator  with a  subscriber  base equal to that of the  Company's  cable
         systems, and the actual cost incurred by Comcast. The Programming Charges
         are  included  in   operating   expenses  in  the   Company's   condensed
         consolidated statement of operations and accumulated deficit. The Company
         purchases certain other services, including insurance, from Comcast under
         cost-sharing  arrangements on terms that reflect  Comcast's  actual cost.
         The  Company  reimburses  Comcast  for  certain  other  costs  (primarily
         salaries)  under  cost-reimbursement  arrangements.  Under  all of  these
         arrangements,  the Company  incurred  total  expenses  of $38.3  million,
         including $37.5 million of Programming Charges,  during the six and three
         months ended June 30, 1999.
  
         The  management  agreement also provides that Comcast will not enter into
         any  agreements or  transactions  or obtain any services on behalf of the
         Company or its cable  systems with or from any affiliate of Comcast other
         than those specifically  provided for in the management agreement without
         the prior  written  consent  of the  Company,  except for  agreements  or
         transactions  on terms that are no less  favorable  to the  Company  than
         those that might be  obtained at the time from a person or entity that is
         not an affiliate of Comcast in an arms-length  transaction.  Further, the
         management  agreement  provides that without the prior written consent of
         the  Company,  Comcast  will not  change the  independent  auditor of the
         Company or change Comcast's independent auditor such that Comcast and the
         Company have the same independent auditor.
  
         The Company will have the right to  terminate  the  management  agreement
         effective as of April 7, 2004 by written  notice to Comcast no later than
         January 7, 2004, and if no such notice is given, the management agreement
         shall automatically terminate on April 7, 2009.
  
         Due to affiliates in the Company's condensed  consolidated  balance sheet
         primarily consists of amounts due to Comcast and its affiliates under the
         cost-sharing  arrangements described above and amounts payable to Comcast
         and its  affiliates as  reimbursement  for payments made, in the ordinary
         course of business, by such affiliates on behalf of the Company.
  
         Other Related Party Transactions
         In April  1999,  the  Company  paid  Glenn R.  Jones,  the  former  Chief
         Executive  Officer of the Company,  and Jones  International,  Ltd. $25.0
         million to relinquish  their rights to place new programming  channels on
         the  Company's  cable  communications  systems.  Such  payments  will  be
         amortized  over  the  period  of  approximately  10 1/2  years,  which is
         consistent  with the term under  which such  programming  could have been
         launched under the original agreement.  In addition, the Company paid Mr.
         Jones $8.0  million  in April 1999 to  terminate  Mr.  Jones'  employment
         contract with the Company (see Note 3).
  
         E! Entertainment Television
         E!  Entertainment  Television  is an affiliate  of Comcast that  provides
         cable  television  programming.  During the three  months  ended June 30,
         1999, the Company made payments to E! Entertainment  Television  totaling
         $158,000 for programming provided to cable systems owned by the Company.
  
         QVC, Inc.
         Comcast, on behalf of the Company, has an affiliation agreement with QVC,
         Inc. ("QVC"),  an electronic retailer and a majority-owned and controlled
         subsidiary of Comcast,  to carry its programming.  In return for carrying
         QVC programming,  the Company receives an allocated  portion,  based upon
         market  share,  of a percentage of net sales of  merchandise  sold to QVC
         customers  located in the Company's  service  area.  For the three months
         ended June 30,  1999,  the  Company's  subscriber  service  fees  revenue
         includes approximately $500,000 relating to QVC.
  
                                          9
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  7.     STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
         The Company  made cash  payments  for  interest of $58.3  million,  $41.6
         million,  $31.0 million and $17.7 million during the six and three months
         ended June 30, 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.
  
         There are currently  three lawsuits  pending that have been filed against
         the Company  relating to the sale of the Tampa,  Palmdale and  Littlerock
         cable  communications  systems  by  Company-managed  partnerships  to the
         Company or one of its subsidiaries.  The complaints generally allege that
         the Company  acquired those systems at a price that did not reflect their
         fair value.  The Company  intends to continue to vigorously  defend these
         lawsuits.
  
         In July 1999,  the Company and  certain of its  subsidiaries  and managed
         partnerships  were named  defendants  in a lawsuit  that alleges that the
         Company  and its  subsidiaries,  as the  general  partners of the managed
         partnerships,  withheld information, including lists of limited partners,
         from the  plaintiffs.  The  plaintiffs  had  planned to tender  offers to
         purchase limited  partnership  interests from the limited  partners.  The
         plaintiffs allege that they were injured by not receiving the information
         and not being able to tender for the limited partnership  interests.  The
         Company  intends to defend this lawsuit  vigorously on its own behalf and
         on behalf of its subsidiaries and managed partnerships.
  
         In July  1999,  the Court of  Appeals of  Maryland  issued a decision  in
         United Cable Television of Baltimore,  Ltd.  Partnership v. Burch holding
         that to the extent that a charge  assessed  customers who were delinquent
         in payment of their cable bills  exceeded  the 6% maximum  interest  rate
         prescribed by the Constitution of the State of Maryland,  such charge was
         not enforceable.  The Court ordered the cable company to make appropriate
         refunds  to  subscribers.  While  the  Company  was not a  party  to that
         litigation  and  believes  that it has  meritorious  defenses  to similar
         actions filed on behalf of Company subscribers in Maryland,  nevertheless
         a decision by a court in these  actions based solely upon the premise set
         forth in Burch could have an adverse effect on the Company.
  
  
                                         10
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 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 June 30,  1999 were  $53.2  million  (see
  "Statement of Cash Flows").
  
       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 June 30, 1999 and December 31, 1998,  our long-term  debt,  including
  current portion, was $1.626 billion and $1.463 billion,  respectively,  of which
  53.7% and 48.5%, 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 six and three months ended June 30, 1999. In addition,
  we, through a wholly owned subsidiary,  have earned brokerage fees upon the sale
  of the managed  partnerships'  cable  communications  systems to third  parties.
  During  the six and  three  months  ended  June 30,  1999 and  1998,  we  earned
  brokerage fees, net of expenses, of $4.0 million, $4.7 million, $0.8 million and
  $1.0 million, respectively.  Upon the sale of the remaining cable communications
  systems  owned  by  managed   partnerships   in  July  1999,   general   partner
  distributions and brokerage fees ceased to be a source of funds for us.
  
       Year 2000 Readiness Disclosure
  
       The Year 2000 Issue is the result of computer  programs being written using
  two  digits  rather  than four to define  the  applicable  year.  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:
  
                                         11
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
       o    Assessment  Phase.   Structured   evaluation,   including  a  detailed
            inventory  outlining  the 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 June 30, 1999, we are in the  Conversion  Phase and the Testing Phase
  of our Year 2000 remediation program with respect to certain of our key systems.
  Through June 30, 1999, we have incurred approximately $2.0 million in connection
  with our Year 2000 remediation  program.  We estimate that we will incur between
  approximately  $1.0  million  to $1.5  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 in November  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.
  
                                         12
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Statement of Cash Flows
  
       Cash and cash equivalents  increased $50.6 million as of June 30, 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 used in operating activities amounted to $27.6 million for the six
  months ended June 30, 1999, due principally to the restructuring charges and the
  decrease in our  operating  income before  depreciation  and  amortization  (see
  "Results of Operations").
  
       Net cash provided by financing  activities  was $217.5  million for the six
  months  ended  June 30,  1999.  During the six months  ended June 30,  1999,  we
  borrowed  $162.8  million  under  subsidiary  credit  facilities,  primarily for
  capital expenditures, to fund restructuring costs and to fund the acquisition of
  the  cable  communications  system  serving  areas  in  and  around  Littlerock,
  California (the "Littlerock System").  In addition,  during the six months ended
  June 30,  1999,  affiliates  advanced  $45.3  million to us for working  capital
  purposes.
  
       Net cash used in investing activities was $139.3 million for the six months
  ended  June 30,  1999.  Net  cash  used in  investing  activities  includes  the
  acquisition of the Littlerock  System,  net of cash acquired,  of $10.7 million,
  capital expenditures of $57.5 million and additions to deferred charges of $70.9
  million.
  
                                         13
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Results of Operations
  
       Our summarized  consolidated  financial  information  for the six and three
  months  ended June 30, 1999 and 1998 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  
  
  <TABLE>
  <CAPTION>
                                                                 Six Months Ended
                                                                     June 30,                Increase
                                                                 1999        1998         $           %
                                                               --------    --------    --------    --------
  <S>                                                            <C>         <C>          <C>          <C>
  Revenues...................................................    $265.2      $204.7       $60.5        29.5%
  Operating, selling, general and administrative expenses....     171.6       114.5        57.1        49.9
                                                               --------    --------
  Operating income before depreciation and
     amortization (1)........................................      93.6        90.2         3.4         3.8
  Restructuring charges......................................      55.4                    55.4          NM
  Depreciation and amortization..............................     124.4        91.8        32.6        35.5
                                                               --------    --------
  Operating loss.............................................     (86.2)       (1.6)       84.6          NM
                                                               --------    --------
  Interest expense...........................................      55.1        44.2        10.9        24.7
  Equity in net losses of affiliates.........................       3.9         2.9         1.0        34.5
  Investment expense (income)................................       0.3        (0.7)        1.0          NM
  Other expense..............................................       6.1         5.4         0.7        13.0
                                                               --------    --------
  Net loss...................................................   ($151.6)     ($53.4)      $98.2          NM
                                                               ========    ========
  </TABLE>
  
  
  <TABLE>
  <CAPTION>
                                                                Three Months Ended
                                                                     June 30,          Increase / (Decrease)
                                                                 1999        1998         $           %
                                                               --------    --------    --------    --------
  <S>                                                            <C>         <C>          <C>          <C>
  Revenues...................................................    $132.7      $101.2       $31.5        31.1%
  Operating, selling, general and administrative expenses....      96.6        57.1        39.5        69.2
                                                               --------    --------
  Operating income before depreciation and
     amortization (1)........................................      36.1        44.1        (8.0)      (18.1)
  Restructuring charges......................................      55.4                    55.4          NM
  Depreciation and amortization..............................      65.8        47.1        18.7        39.7
                                                               --------    --------
  Operating loss.............................................     (85.1)       (3.0)       82.1          NM
                                                               --------    --------
  Interest expense...........................................      27.2        22.8         4.4        19.3
  Equity in net losses of affiliates.........................       2.5         1.6         0.9        56.3
  Investment expense (income)................................       0.6        (0.4)        1.0          NM
  Other expense..............................................       5.3         5.6        (0.3)       (5.4)
                                                               --------    --------
  Net loss...................................................   ($120.7)     ($32.6)      $88.1          NM
                                                               ========    ========
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cable communications business as "operating cash flow." Operating
       cash flow is a measure of a company's  ability to generate  cash to service
       its obligations, including debt service obligations, and to finance capital
       and other expenditures.  In part due to the capital intensive nature of the
       cable  communications  business  and the  resulting  significant  level  of
       non-cash  depreciation  and  amortization  expense,  operating cash flow is
       frequently  used as one of the bases for comparing  businesses in the cable
       communications  industry,  although our measure of operating  cash flow may
       not  be  comparable  to  similarly  titled  measures  of  other  companies.
       Operating  cash flow is the primary basis used by our management to measure
       the operating  performance  of our business.  Operating  cash flow does not
       purport  to  represent  net  income  or  net  cash  provided  by  operating
       activities,  as those terms are defined under generally accepted accounting
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements as an indicator of our performance.
  </FN>
  </TABLE>
  
       Revenues
  
       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
  
                                         14
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  partnerships.   Upon  the  completion  of  the  sale  of  the  remaining   cable
  communications  systems owned by managed  partnerships in July 1999,  management
  fees, general partner  distributions and brokerage fees ceased to be a source of
  revenue for us.
  
       Of the respective $60.5 million and $31.5 million increases in revenues for
  the six and three  month  periods  from 1998 to 1999,  $69.9  million  and $36.3
  million are attributable to increases in subscriber service fees, offset by $6.7
  million and $3.6 million  decreases in  management  fees,  $2.0 million and $0.9
  million  decreases  in  non-cable  revenue  and $0.7  million  and $0.3  million
  decreases in  distributions  and brokerage  fees. Of the $69.9 million and $36.3
  million  increases in subscriber  service fees,  $51.7 million and $28.7 million
  are  attributable  to the effects of the  acquisitions  of cable  communications
  systems,  $3.6 million and $2.1 million are  attributable to subscriber  growth,
  $6.1 million and $2.7 million relate to changes in rates,  $1.4 million and $0.2
  million are attributable to growth in cable  advertising  sales and $7.1 million
  and $2.6 million relate to other product offerings.
  
       Operating, Selling, General & Administrative Expenses
  
       Operating,  selling,  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.
  
       Of the respective  $57.1 million and $39.5 million  increases in operating,
  selling, general and administrative expenses for the six and three month periods
  from 1998 to 1999,  $30.8  million  and $17.9  million are  attributable  to the
  effects of the acquisitions of cable communications  systems,  $13.9 million and
  $13.9 million are attributable to one-time  adjustments  related to recent court
  rulings  on  late  fees  (see  Note 8 to our  condensed  consolidated  financial
  statements  included in Item 1), sales and use tax audits and other  adjustments
  recorded  in the second  quarter of 1999,  $6.8  million  and $4.0  million  are
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and additional  channel offerings and $5.6
  million and $3.7 million result from increases in the cost of labor, the effects
  of an adjustment to the cost component factor used to capitalize  indirect costs
  relating to network  construction  activity,  other volume related  expenses and
  costs associated with new product offerings.  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.
  
       Management Agreement
  
       See Note 6 to our condensed  consolidated  financial statements included in
  Item 1.
  
       Restructuring Charges
  
       See Note 3 to our condensed  consolidated  financial  statement included in
  Item 1.
  
       Depreciation and Amortization Expense
  
       The respective  $32.6 million and $18.7 million  increases in  depreciation
  and  amortization  expense for the six and three month periods from 1998 to 1999
  are   primarily  a  result  of  the  effects  of  our   acquisitions   of  cable
  communications systems and of our capital expenditures.
  
       Interest Expense
  
       The respective $10.9 million and $4.4 million increases in interest expense
  are due to higher outstanding balances on our long-term debt and to increases in
  the effective  weighted average interest rate on our long-term debt.  Borrowings
  were  used to fund  the  acquisitions  of  cable  communications  systems,  fund
  restructuring costs and to fund capital expenditures.
  
       For the six and three  months  ended  June 30,  1999 and 1998,  our  losses
  before  income  taxes,  equity in net  losses of  affiliates  and fixed  charges
  (interest  expense) were $92.6  million,  $91.0  million,  $6.3 million and $8.2
  million, respectively.  Such losses were not adequate to cover our fixed charges
  of $55.1 million, $27.2 million, $44.2 million and $22.8 million for the six and
  three months ended June 30, 1999 and 1998, respectively. The inadequacy of these
  losses  to  cover  fixed  charges  is  primarily  due to the  $55.4  million  of
  restructuring  charges  incurred  during the six and three months ended June 30,
  1999 and to the substantial  non-cash  charges for depreciation and amortization
  expense in all periods.
  
       We believe that our losses will not significantly affect the performance of
  our  normal  business   activities   because  of  our  existing  cash  and  cash
  equivalents,  our ability to generate  operating income before  depreciation and
  amortization and our ability to obtain external financing.
  
       We believe that our operations are not materially affected by inflation.
  
                                         15
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  PART II    OTHER INFORMATION
  
  ITEM 1     LEGAL PROCEEDINGS
  
             The Company is subject to legal  proceedings and claims that arise in
             the ordinary  course of its business.  In the opinion of  management,
             the amount of ultimate  liability  with respect to these actions will
             not materially affect the Company's  financial  position,  results of
             operations  or  liquidity.  In  addition,  the  Company  is  a  named
             defendant in the following legal  proceedings that have been recently
             filed or in which there have been material developments:
  
             Tampa Litigation
  
             The Company is a defendant  in a  consolidated  civil action filed by
             limited  partners of Cable TV Fund 12-D,  Ltd.,  one of the Company's
             managed  limited  partnerships,  styled  David  Hirsch,  Marty,  Inc.
             Pension  Plan  (by its  trustee  and  beneficiary,  Martin  Ury)  and
             Jonathan and Eileen Fussner,  derivatively on behalf of Cable TV Fund
             12-B,  Ltd.,  Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D,  Ltd.,
             plaintiffs v. Jones Intercable,  Inc.,  defendant,  and Cable TV Fund
             12-BCD Venture,  Cable TV Fund 12-B,  Ltd.,  Cable TV Fund 12-C, Ltd.
             and Cable TV Fund 12-D,  Ltd.,  nominal  defendants  (District Court,
             Arapahoe County, State of Colorado, Case No. 95-CV-1800, Division 3).
             The  consolidated   complaint  generally  alleges  that  the  Company
             breached  its  fiduciary  duty  to the  plaintiffs  and to the  other
             limited partners of the three named  partnerships and to the Cable TV
             Fund 12-BCD Venture (the  "Venture") in connection with the Venture's
             sale of the  Tampa,  Florida  cable  television  system  (the  "Tampa
             System") to a subsidiary of the Company and the  subsequent  trade of
             the Tampa  System and other  cable  systems  owned by the  Company in
             exchange for cable television  systems owned by an unaffiliated cable
             system operator.  The consolidated  complaint also sets forth a claim
             for breach of contract and a claim for breach of the implied covenant
             of good faith and fair dealing.  Among other things,  the  plaintiffs
             have  asserted  that the  subsidiary of the Company that acquired the
             Tampa System paid an inadequate  price for it. The price paid for the
             Tampa  System  was  determined  by the  average  of  three  separate,
             independent  appraisals  of the Tampa  System's  fair market value as
             required by the terms of the limited  partnership  agreements  of the
             three named partnerships. The plaintiffs have challenged the adequacy
             and independence of the appraisals.  The consolidated complaint seeks
             damages in an unspecified amount and an award of attorneys' fees, and
             the  complaint  also seeks  punitive  damages and  certain  equitable
             relief.
  
             In August 1997,  the Company moved for summary  judgment in its favor
             on the ground that the  plaintiffs did not make demand on the Company
             for the relief they seek  before  commencing  their  lawsuits or show
             that such a demand  would  have been  futile.  In January  1998,  the
             district  court  (i) held  that the  plaintiffs  did not make  demand
             before  commencing their lawsuits or show that such demand would have
             been  futile;  (ii)  stayed the  consolidated  case and  vacated  the
             original trial date,  (iii) ordered that the plaintiffs make a demand
             on the Company and that the Company appoint an independent counsel to
             review,  consider  and report on that  demand,  (iv) ordered that the
             independent  counsel be  appointed  at the March 1998  meeting of the
             Company's  Board of Directors;  and (v) ordered that the  independent
             counsel be subject to the approval of the district court.
  
             In  March  1998,  the  Company's  Board  of  Directors  appointed  an
             independent  counsel.  The plaintiffs did not object to the Company's
             choice of  independent  counsel and the district  court  approved the
             Company's  choice of  independent  counsel.  During the period  March
             through May 1998, the independent  counsel met several times with the
             attorneys  representing  the  plaintiffs  and the Company and he also
             reviewed a great  quantity  of  written  materials.  The  independent
             counsel  issued his report in August 1998,  which  concluded that the
             plaintiffs'  claims are not  meritorious  and are not  supported by a
             preponderance  of  the  evidence.  The  independent  counsel  further
             determined that the Company "did not breach a fiduciary duty" owed to
             the plaintiffs or to the named  partnerships  or to the Venture,  and
             that the Company "did not commit any impropriety in connection  with"
             the  Venture's  sale of the Tampa  System.  The  independent  counsel
             specifically found that the three appraisals of the Tampa System were
             independent  and  objective and met the  requirements  of the limited
             partnership  agreements.  The independent  counsel further noted that
             the
  
                                         16
  
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
             Company had met its fiduciary  duties of fairness and full disclosure
             to the named partnerships and to the Venture.
  
             In August 1998, the Company moved to dismiss or for summary  judgment
             in its favor based on the report of the independent counsel, a motion
             that the plaintiffs  opposed.  In September  1998, the district court
             denied the Company's  motion to dismiss or for summary judgment based
             on the report of independent counsel and the district court set a new
             trial date for May 1999. The Company subsequently  submitted a motion
             for  reconsideration  of the district court's denial of the Company's
             motion to  dismiss  or for  summary  judgment  based on the report of
             independent counsel, which the district court also denied.
  
             The  Company  then  filed an  interlocutory  appeal  of the  district
             court's rulings to the Colorado  Supreme Court. In February 1999, the
             Colorado  Supreme Court issued an order  requiring the  plaintiffs to
             show cause why the  Company's  request for  dismissal  or for summary
             judgment should not be granted and the Colorado  Supreme Court stayed
             all   proceedings   in  the  district   court  until  the   Company's
             interlocutory  appeal could be resolved.  In June 1999,  the Colorado
             Supreme Court issued its rulings,  concluding that the district court
             did  not  err  in  its  initial  decision  refusing  to  dismiss  the
             plaintiffs'  complaint  because  of the  plaintiffs'  failure to make
             demand. The Colorado Supreme Court went on to hold, however, that the
             district  court did err in  disregarding  the  independent  counsel's
             decision  that  the  litigation  should  not  proceed  without  first
             addressing  whether the  independent  counsel lacked the authority or
             the  ability to make a  disinterested  and  independent  decision  on
             behalf of the Company.  The Colorado  Supreme Court remanded the case
             to the district  court and  directed the district  court to determine
             whether the independent  counsel had the authority,  independence and
             good faith to entitle his decision to deference. Based on this ruling
             of the Colorado  Supreme Court, in July 1999, the Company renewed its
             motion to dismiss or for summary  judgment based on the report of the
             independent counsel, arguing that because the independent counsel was
             independent, because he employed reasonable and good faith procedures
             in his  analysis  of the  transaction  and because he was acting with
             both the  Company's  and the  district  court's  authority,  the case
             should  not  proceed  and the  district  court  should  defer  to the
             independent  counsel's  business judgment that the plaintiffs' claims
             are meritless.
  
             Palmdale Litigation
  
             In June 1999, the Company was named a defendant in a case styled City
             Partnership Co.,  derivatively on behalf of Cable TV Fund 12-C, Ltd.,
             Cable TV Fund 12-D, Ltd. and Cable TV Fund 12-BCD Venture,  plaintiff
             v. Jones  Intercable,  Inc.,  defendant and Cable TV Fund 12-C, Ltd.,
             Cable TV Fund 12-D,  Ltd. and Cable TV Fund 12-BCD  Venture,  nominal
             defendants (U.S. District Court,  District of Colorado,  Civil Action
             No. 99-WM-1151) brought by City Partnership Co., a limited partner of
             the named  partnerships.  The plaintiff's  complaint alleges that the
             Company breached its fiduciary duty to the plaintiff and to the other
             limited  partners  of the  partnerships  and to Cable TV Fund  12-BCD
             Venture (the  "Venture") in connection with the Venture's sale of the
             Palmdale,  California cable television system (the "Palmdale System")
             to a  subsidiary  of the  Company in  December  1998.  The  complaint
             alleges that the Company  acquired the Palmdale System at an unfairly
             low price that did not  accurately  reflect  the market  value of the
             Palmdale   System.   The  plaintiff   also  alleges  that  the  proxy
             solicitation  materials  delivered  to the  limited  partners  of the
             partnerships in connection with the votes of the limited  partners on
             the Venture's sale of the Palmdale  System  contained  inadequate and
             misleading  information  concerning the fairness of the  transaction,
             which the plaintiff claims caused the Company to breach its fiduciary
             duty of candor to the limited partners and which the plaintiff claims
             constituted  acts and  omissions in violation of Section 14(a) of the
             Securities  Exchange  Act of 1934.  Plaintiff  also  claims  that the
             Company  breached  the  contractual  provision  of the  partnerships'
             limited  partnership  agreements  requiring  that the  sale  price be
             determined by the average of three separate,  independent appraisals,
             challenging both the independence and the currency of the appraisals.
             The complaint finally seeks declaratory  injunctive relief to prevent
             the Company from making use of the partnerships' funds to finance the
             Company's defense of this litigation.
  
             In July 1999,  the Company filed  motions to dismiss the  plaintiff's
             claims  for  relief  arising  from  the   allegations  of  false  and
             misleading  proxy  statements  under Section 14(a) of the  Securities
             Exchange Act of
  
                                         17
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
             1934 and for breach of fiduciary  duty on the grounds  that  Colorado
             law does not permit  these types of tort claims that are based on the
             same essential averments that support the plaintiff's claim of breach
             of  contract  or tort  claims for purely  economic  loss caused by an
             alleged  breach of  contract.  The  Company  also  asked the court to
             dismiss  the  entire  action  on the  grounds  that the  court  lacks
             jurisdiction  over the subject matter.  The Company believes that the
             procedures  followed  by it in  conducting  the votes of the  limited
             partners  of the  partnerships  on the sale of the  Palmdale  System,
             including the fairness opinion in the proxy  statements  delivered to
             the limited  partners of the  partnerships,  were proper and that the
             Venture's  sale  of the  Palmdale  System  at a price  determined  by
             averaging  three separate,  independent  appraisals was in accordance
             with the express provisions of the partnerships'  limited partnership
             agreements. The Company intends to defend this lawsuit vigorously.
  
             Littlerock Litigation
  
             In June 1999, the Company was named a defendant in a case styled City
             Partnership Co.,  derivatively on behalf of Cable TV Fund 14-B, Ltd.,
             plaintiff  v. Jones  Intercable,  Inc.,  defendant  and Cable TV Fund
             14-B,  Ltd.,  nominal  defendant (U.S.  District  Court,  District of
             Colorado,  Civil Action No.  99-WM-1051)  brought by City Partnership
             Co., a limited partner of Cable TV Fund 14-B, Ltd. ("Fund 14-B"). The
             plaintiff's complaint alleges that the Company breached its fiduciary
             duty to the plaintiff and to the other limited  partners of Fund 14-B
             in  connection  with Fund 14-B's sale of the  Littlerock,  California
             cable television system (the "Littlerock  System") to a subsidiary of
             the Company in January 1999.  The complaint  alleges that the Company
             acquired the Littlerock  System at an unfairly low price that did not
             accurately  reflect the market value of the  Littlerock  System.  The
             plaintiff  also  alleges  that  the  proxy   solicitation   materials
             delivered to the limited partners of Fund 14-B in connection with the
             vote of the limited  partners  on Fund 14-B's sale of the  Littlerock
             System contained inadequate and misleading information concerning the
             fairness of the  transaction,  which the plaintiff  claims caused the
             Company  to  breach  its  fiduciary  duty of  candor  to the  limited
             partners  and  which  the  plaintiff  claims   constituted  acts  and
             omissions in violation of Section  14(a) of the  Securities  Exchange
             Act of 1934.  Plaintiff  also claims that the  Company  breached  the
             contractual  provision of Fund 14-B's limited  partnership  agreement
             requiring  that the sale price be  determined by the average of three
             separate,  independent appraisals,  challenging both the independence
             and the  currency of the  appraisals.  The  complaint  finally  seeks
             declaratory  injunctive relief to prevent the Company from making use
             of Fund  14-B's  funds  to  finance  the  Company's  defense  of this
             litigation.
  
             In July 1999,  the Company filed  motions to dismiss the  plaintiff's
             claims  for  relief  arising  from  the  allegations  of a false  and
             misleading  proxy  statement  under Section  14(a) of the  Securities
             Exchange Act of 1934 and for breach of fiduciary  duty on the grounds
             that Colorado law does not permit these types of tort claims that are
             based on the same essential  averments  that support the  plaintiff's
             claim of breach of contract or tort claims for purely  economic  loss
             caused by an alleged  breach of contract.  The Company also asked the
             court to dismiss  the  entire  action on the  grounds  that the court
             lacks jurisdiction over the subject matter. The Company believes that
             the  procedures  followed by it in conducting the vote of the limited
             partners of Fund 14-B on the sale of the Littlerock System, including
             the fairness opinion in the proxy statement  delivered to the limited
             partners  of Fund 14-B,  were proper and that Fund 14-B's sale of the
             Littlerock  System at a price determined by averaging three separate,
             independent  appraisals was in accordance with the express provisions
             of Fund 14-B's limited partnership agreement.  The Company intends to
             defend this lawsuit vigorously.
  
             Limited Partnership Tender Offer Litigation
  
             In July 1999,  the Company,  each of its  subsidiaries  that serve as
             general  partners  of  managed  public  partnerships  and each of its
             managed public  partnerships  were named  defendants in a case styled
             Everest  Cable  Investors,  LLC,  Everest  Properties,  LLC,  Everest
             Properties  II,  LLC and KM  Investments,  LLC,  plaintiffs  v. Jones
             Intercable,  Inc., et al.,  defendants  (Superior  Court, Los Angeles
             County, State of California,  Case No. C213638).  Plaintiffs,  all of
             which are affiliated  with each other,  are in the business of, among
             other things,  investing in limited partnerships that own and operate
             cable  television   systems.   Plaintiffs  allege  that  one  of  the
             plaintiffs  has  been a  limited  partner  or has  obtained  a  valid
             power-of-attorney from a
  
                                         18
  
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
             limited partner in each of the Company's managed public  partnerships
             and that they had formed a  coordinated  plan amongst  themselves  to
             acquire up to 4.9% of the limited  partnership  interests  in each of
             the Company's managed public  partnerships  during the latter half of
             1996. Plaintiffs' complaint alleges that they were frustrated in this
             purpose by the Company's refusal to provide  plaintiffs with lists of
             the names and  addresses  of the limited  partners  of the  Company's
             managed public partnerships. The complaint alleges that the Company's
             actions  constituted a breach of contract,  a breach of the Company's
             implied  covenant  of  good  faith  and  fair  dealing  owed  to  the
             plaintiffs as limited partners,  a breach of the Company's  fiduciary
             duty  owed  to  the  plaintiffs  as  limited  partners  and  tortious
             interference with prospective  economic advantage.  Plaintiffs allege
             that the Company's failure to provide them with the partnership lists
             prevented  them from making  their tender  offers and the  plaintiffs
             claim that they have been  injured by such  action in an amount to be
             proved at trial,  but not less than $17 million.  Given the fact that
             this case was only recently filed and that the time for the Company's
             response to the  complaint  has not yet expired,  the Company has not
             yet responded to this complaint. The Company believes,  however, that
             it and the defendant  subsidiaries  and managed  public  partnerships
             have defenses to the plaintiffs'  claims for relief,  and the Company
             intends to defend this lawsuit  vigorously both on its own behalf and
             on behalf of its subsidiaries and its managed public partnerships.
  
  ITEM 6     EXHIBITS AND REPORTS ON FORM 8-K
  
              (a)   Exhibits required to be filed by Item 601 of Regulation S-K:
  
                    10.1  Management  Agreement  dated as of April 7, 1999 between
                          Jones   Intercable,   Inc.   and   Comcast   Corporation
                          (incorporated  by  reference  to  Exhibit  9 of  Comcast
                          Corporation's  Schedule  13D  Amendment  No.  4 filed on
                          August 10, 1999).
  
                    15.1  Letter Regarding Unaudited Interim Financial Statements.
  
                    27.1  Financial Data Schedule.
  
              (b)   Reports on Form 8-K:
  
                    (i)   We filed a Current  Report  on Form 8-K under  Item 5 on
                          April 16, 1999 relating to our announcement that Comcast
                          Corporation   had   completed  the   acquisition   of  a
                          controlling interest in Jones Intercable,  Inc. on April
                          7, 1999.
  
                    (ii)  We filed a Current  Report  on Form 8-K under  Item 5 on
                          May 27, 1999  relating to our  announcement  that we had
                          entered into an agreement  with Adelphia  Communications
                          to exchange certain cable systems.
  
  
                                         19
  
  <PAGE>
  
  
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 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: August 16, 1999
  
                                         20
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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:
                                    JUNE 30, 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 June 30, 1999,  there were  36,935,970  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 JUNE 30, 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 June 30, 1999 and December 31, 1998 (Unaudited).....3
  
                      Condensed Consolidated Statement of Operations
                      and Accumulated Deficit for the Six and Three Months
                      Ended June 30, 1999 and 1998 (Unaudited)..................4
  
                      Condensed Consolidated Statement of
                      Cash Flows for the Six Months Ended
                      June 30, 1999 and 1998 (Unaudited)........................5
  
                      Notes to Condensed Consolidated Financial
                      Statements (Unaudited)...............................6 - 10
  
            ITEM 2    Management's Discussion and Analysis of
                      Financial Condition and Results of
                      Operations..........................................11 - 15
  
  PART II   OTHER INFORMATION
  
            ITEM 1    Legal Proceedings...................................16 - 19
  
            ITEM 6    Exhibits and Reports on Form 8-K.........................19
  
            SIGNATURES.........................................................20
  
                         -----------------------------------
  
       This  Quarterly  Report on Form 10-Q is for the three months ended June 30,
  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 June
  30,  1999,  the related  condensed  consolidated  statement  of  operations  and
  accumulated  deficit for the six and three  months  ended June 30, 1999 and 1998
  and the condensed  consolidated statement of cash flows for the six months ended
  June 30, 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 condensed 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
  August 9, 1999
  
                                          2
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  PART I    FINANCIAL INFORMATION
  
  ITEM 1    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in thousands, except share data)
                                                                                           June 30,       December 31,
                                                                                             1999             1998
                                                                                          ----------      ------------
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents.......................................................        $53,152           $2,586
     Accounts receivable, less allowance for doubtful
       accounts of $3,241 and $2,822.................................................         29,378           32,452
     Other current assets............................................................         47,184           48,973
                                                                                          ----------       ----------
         Total current assets........................................................        129,714           84,011
                                                                                          ----------       ----------
  
  INVESTMENTS........................................................................         26,499           19,724
                                                                                          ----------       ----------
  
  PROPERTY AND EQUIPMENT.............................................................        861,330          818,871
     Accumulated depreciation........................................................       (280,723)        (244,631)
                                                                                          ----------       ----------
     Property and equipment, net.....................................................        580,607          574,240
                                                                                          ----------       ----------
  
  DEFERRED CHARGES AND OTHER.........................................................      1,584,074        1,500,083
     Accumulated amortization........................................................       (522,662)        (446,965)
                                                                                          ----------       ----------
     Deferred charges and other, net.................................................      1,061,412        1,053,118
                                                                                          ----------       ----------
  
                                                                                          $1,798,232       $1,731,093
                                                                                          ==========       ==========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...........................................        $84,417          $89,516
     Accrued interest................................................................         19,974           23,265
     Current portion of long-term debt...............................................          1,980            2,237
     Due to affiliates...............................................................         45,346
                                                                                          ----------       ----------
  
         Total current liabilities...................................................        151,717          115,018
                                                                                          ----------       ----------
  
  LONG-TERM DEBT, less current portion...............................................      1,623,577        1,460,470
                                                                                          ----------       ----------
  
  OTHER LIABILITIES..................................................................         15,938
                                                                                          ----------       ----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' EQUITY
     Class A common stock, $.01 par value - authorized, 60,000,000 shares;
       issued, 36,935,970 and 36,143,054.............................................            369              361
     Common stock, $.01 par value - authorized, 5,550,000 shares; issued, 5,113,021..             51               51
     Additional capital..............................................................        504,461          495,116
     Accumulated deficit.............................................................       (491,547)        (339,923)
     Accumulated other comprehensive loss............................................         (6,334)
                                                                                          ----------       ----------
         Total stockholders' equity..................................................          7,000          155,605
                                                                                          ----------       ----------
                                                                                          $1,798,232       $1,731,093
                                                                                          ==========       ==========
  See notes to condensed consolidated financial statements.
  
                                          3
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in thousands, except per share data)
                                                                    Six Months Ended         Three Months Ended
                                                                        June 30,                  June 30,
                                                                   1999         1998         1999          1998
                                                                 ---------    ---------    ---------     --------
  REVENUES
     Cable Communications Revenues
       Subscriber service fees................................... $258,649     $188,704     $131,070      $94,837
       Management fees...........................................      957        7,634           77        3,685
       Distributions and brokerage fees..........................    3,966        4,745          773        1,038
     Non-cable revenue...........................................    1,651        3,675          784        1,662
                                                                 ---------    ---------    ---------     --------
                                                                   265,223      204,758      132,704      101,222
                                                                 ---------    ---------    ---------     --------
  
  COSTS AND EXPENSES
     Cable Communications Expenses
       Operating.................................................  156,294       98,901       89,566       49,216
       Selling, general and administrative.......................   13,909       11,421        6,356        5,933
     Non-cable operating, selling, general and administrative....    1,381        4,200          670        1,997
     Restructuring charges.......................................   55,400                    55,400
     Depreciation and amortization...............................  124,404       91,840       65,779       47,085
                                                                 ---------    ---------    ---------     --------
                                                                   351,388      206,362      217,771      104,231
                                                                 ---------    ---------    ---------     --------
  
  OPERATING LOSS.................................................  (86,165)      (1,604)     (85,067)      (3,009)
  
  OTHER (INCOME) EXPENSE
     Interest expense............................................   55,081       44,184       27,245       22,816
     Equity in net losses of affiliates..........................    3,958        2,892        2,477        1,599
     Investment expense (income).................................      291         (747)         594         (440)
     Other expense...............................................    6,129        5,458        5,329        5,660
                                                                 ---------    ---------    ---------     --------
                                                                    65,459       51,787       35,645       29,635
                                                                 ---------    ---------    ---------     --------
  
  LOSS BEFORE INCOME TAXES....................................... (151,624)     (53,391)    (120,712)     (32,644)
  
  INCOME TAXES...................................................
                                                                 ---------    ---------    ---------     --------
  
  NET LOSS....................................................... (151,624)     (53,391)    (120,712)     (32,644)
  
  ACCUMULATED DEFICIT
     Beginning of period......................................... (339,923)    (259,505)    (370,835)    (280,252)
                                                                 ---------    ---------    ---------     --------
  
     End of period...............................................($491,547)   ($312,896)   ($491,547)   ($312,896)
                                                                 =========    =========    =========     ========
  
  BASIC LOSS FOR COMMON STOCKHOLDERS
     PER COMMON SHARE............................................   ($3.64)      ($1.31)      ($2.88)       ($.80)
                                                                 =========    =========    =========     ========
  
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING..........................................   41,634       40,730       41,968       40,768
                                                                 =========    =========    =========     ========
  See notes to condensed consolidated financial statements.
  
                                          4
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in thousands)
                                                                                           Six Months Ended June 30,
                                                                                            1999              1998
                                                                                          ---------         ---------
  OPERATING ACTIVITIES
     Net loss.........................................................................    ($151,624)         ($53,391)
     Adjustments to reconcile net loss to net cash (used in) provided
      by operating activities:
       Depreciation and amortization..................................................      124,404            91,840
       Loss on sale of assets.........................................................                          3,616
       Noncash interest expense.......................................................           93
       Equity in net losses of affiliates.............................................        3,958             2,892
                                                                                          ---------         ---------
                                                                                            (23,169)           44,957
       Changes in working capital and other liabilities...............................       (4,444)          (13,840)
                                                                                          ---------         ---------
             Net cash (used in) provided by operating activities......................      (27,613)           31,117
                                                                                          ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.........................................................      162,779           477,213
     Repayments of long-term debt.....................................................                       (212,000)
     Proceeds from Class A Common Stock options exercised.............................        9,353             1,536
     Net transactions with affiliates.................................................       45,346               450
                                                                                          ---------         ---------
             Net cash provided by financing activities................................      217,478           267,199
                                                                                          ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...............................................      (10,720)         (214,846)
     Capital expenditures.............................................................      (57,482)          (54,049)
     Additions to deferred charges....................................................      (70,863)          (25,726)
     Proceeds from the sale of assets.................................................                            350
     Other, net.......................................................................         (234)             (453)
                                                                                          ---------         ---------
             Net cash used in investing activities....................................     (139,299)         (294,724)
                                                                                          ---------         ---------
  
  INCREASE IN CASH AND CASH EQUIVALENTS...............................................       50,566             3,592
  
  CASH AND CASH EQUIVALENTS, beginning of period......................................        2,586             3,595
                                                                                          ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period............................................      $53,152            $7,187
                                                                                          =========         =========
  See notes to condensed consolidated financial statements.
  
                                          5
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 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 June  30,  1999,  the
         condensed  consolidated  statement of operations and accumulated  deficit
         for the six and  three  months  ended  June  30,  1999  and  1998 and the
         condensed  consolidated  statement of cash flows for the six months ended
         June 30, 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  necessary to
         present  fairly the financial  position,  results of operations  and cash
         flows as of June 30, 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
         periods ended June 30, 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 (the  "FASB")
         issued  Statement of  Financial  Accounting  Standards  ("SFAS") No. 133,
         "Accounting  for Derivative  Instruments  and Hedging  Activities."  This
         statement   establishes  the  accounting  and  reporting   standards  for
         derivatives and hedging activity.  Upon the adoption of SFAS No. 133, all
         derivatives  are required to be  recognized in the statement of financial
         position as either assets or liabilities  and measured at fair value.  In
         July 1999,  the FASB  issued  SFAS No. 137,  "Accounting  for  Derivative
         Instruments  and Hedging  Activities - Deferral of the Effective  Date of
         FASB  Statement  No.  133 - an  amendment  of  FASB  Statement  No.  133"
         deferring the effective date for implementation of SFAS No. 133 to fiscal
         years beginning after June 15, 2000. The Company is currently  evaluating
         the  impact  the  adoption  of SFAS No.  133 will  have on its  financial
         position and results of operations.
  
         Loss for Common Stockholders Per Common Share
         Loss for common stockholders per common share is computed by dividing net
         loss by the weighted average number of common shares  outstanding  during
         the period.
  
         For the six and three months ended June 30, 1999 and 1998,  the Company's
         potential common shares of 18,000 shares,  392,000 shares,  17,000 shares
         and 461,000 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 of Controlling  Interest in the Company 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  acquired an  additional  1.0
         million shares of the Company's Class A Common Stock on June 29, 1999 for
         $50.0  million  in  a  private  transaction.  Upon  completion  of  these
         transactions,  Comcast  owns  approximately  13.8  million  shares of the
         Company's  Class A Common Stock and  approximately  2.9 million shares of
         the Company's Common Stock,  representing  39.6% of the economic interest
         and 48.3% of the voting interest in the Company.  Comcast has contributed
         its shares in the Company to its wholly owned  subsidiary,  Comcast Cable
         Communications,  Inc.  ("Comcast  Cable").  The approximately 2.9 million
         shares of Common Stock owned by Comcast Cable represent shares having the
         right
  
                                          6
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
         to elect approximately 75% of the Board of Directors of the Company.  The
         Company is now a consolidated public company subsidiary of Comcast Cable.
  
         On August 9, 1999,  Comcast  announced its intention to commence an offer
         to exchange 1.4 shares of its Class A Special Common Stock for each share
         of Class A Common  Stock and Common Stock of the Company for up to 79% of
         the combined  number of shares of the Company's Class A Common and Common
         Stock  outstanding  (subject  to  certain  terms  and  conditions  to  be
         contained  in  the  offer  documents).  The  offer  would  commence  upon
         registration  of Comcast's  Class A Special Common Stock to be offered in
         the exchange offer with the Securities and Exchange  Commission  pursuant
         to an effective registration statement. Comcast intends to contribute the
         shares of the Company's Class A Common Stock and Common Stock received in
         the exchange offer to Comcast Cable.
  
         In connection with Comcast's acquisition of a controlling interest in the
         Company on April 7, 1999, all of the persons who were executive  officers
         of the  Company  as of that date  terminated  their  employment  with the
         Company.  The  Company's  Board of  Directors  has elected new  executive
         officers, each of whom also is an officer of Comcast. As of July 7, 1999,
         all persons who were employed at the Company's former  corporate  offices
         in Englewood,  Colorado had terminated their employment with the Company.
         The Company's  corporate  offices are now located at 1500 Market  Street,
         Philadelphia, Pennsylvania 19102-2148.
  
         To  facilitate  an  orderly  change in control to  Comcast,  the  Company
         established  retention and severance programs for its corporate and field
         office  employees who were to be terminated due to the change in control.
         The programs  provide for cash severance  payments to employees that have
         been or will be terminated due to the change in control. During the three
         months ended June 30, 1999, the Company  incurred expense relating to the
         severance of  approximately  350  corporate  and field  office  employees
         totaling  $39.1  million,  of which $31.6  million had been paid and $7.5
         million  was  accrued  at June 30,  1999.  Such costs  were  included  in
         restructuring charges in the Company's condensed  consolidated  statement
         of operations and accumulated deficit.
  
         In addition to the severance  expense  described above,  during the three
         months  ended June 30, 1999,  the Company  incurred an  additional  $16.3
         million of restructuring  costs related to the change in control relating
         to  an  employment  contract  termination,   costs  associated  with  the
         termination of an information technology services agreement with a former
         affiliated  entity  and lease  termination  costs.  Of this  total,  $8.0
         million had been paid and $8.3 million was accrued at June 30, 1999. Such
         costs were included in restructuring  charges in the Company's  condensed
         consolidated statement of operations and accumulated deficit.
  
         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
         (see Note 8). 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
         On July 6, 1999, the Company, through a wholly owned subsidiary, acquired
         the cable  communications  system  serving  areas in and  around  Calvert
         County, Maryland (the "Calvert County System") for $39.4 million in cash,
         subject to customary closing adjustments,  from Cable TV Fund 14-A, 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 Calvert County System will be included in the Company's  condensed
         consolidated  statement of operations  and  accumulated  deficit from the
         date of acquisition. The acquisition was funded with borrowings under the
         subsidiary's existing credit facility.
  
         Exchange of Cable Communications Systems
         In May 1999,  the Company  entered into an agreement to exchange  certain
         cable communications systems with Adelphia  Communications  ("Adelphia").
         Under the terms of the agreement, the Company will receive
  
                                          7
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
         approximately  103,000 cable  subscribers in Michigan from  Adelphia.  In
         exchange,   Adelphia  will  receive  cable   communications   systems  in
         California currently owned by the Company serving  approximately  108,000
         subscribers. All of the cable systems involved in the transaction will be
         valued based upon independent  appraisals with any difference in relative
         value to be funded  with cash or  additional  cable  systems.  The system
         exchange  is subject  to  customary  closing  conditions  and  regulatory
         approvals and is expected to close by mid-2000.
  
  4.     INVESTMENTS
  
         Partnership Liquidations
         The sales of all remaining partnership-owned cable communications systems
         were  completed  in July 1999 and the  Company is in the final  stages of
         liquidating  its managed  partnerships.  The  Company is a  defendant  in
         litigation   filed  by  limited   partners  of  certain  of  its  managed
         partnerships  challenging the terms of certain sales of partnership-owned
         cable communications  systems to the Company and/or its subsidiaries (see
         Note 8 and Part II, Other Information,  Item 1, Legal  Proceedings).  The
         managed  partnerships  that are involved in this  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  4,092,200  shares of @Home Series A Common Stock at $5.25 per
         share (as adjusted  for @Home's  2-for-1  stock split in June 1999).  The
         warrants become exercisable after March 31 each year,  beginning in 1999,
         as the  Company  launches  @Home  services  in its  cable  communications
         systems.  As of March 31, 1999,  warrants to purchase  260,000  shares of
         @Home  Series A Common Stock were  exercisable.  No  additional  warrants
         became  exercisable  in the second  quarter of 1999.  Accordingly,  as of
         March 31, 1999,  the Company  recorded an investment in @Home warrants of
         $19.7  million and deferred  revenue of an equal  amount.  The  Company's
         investment  in @Home  warrants is  classified  as available  for sale and
         recorded at fair value,  with unrealized  gains or losses  resulting from
         changes in fair value between  measurement  dates recorded as a component
         of  accumulated  other  comprehensive  loss  in the  Company's  condensed
         consolidated balance sheet. As of June 30, 1999, the Company had recorded
         an unrealized  loss of $6.3 million related to this investment.
  
  5.     LONG-TERM DEBT
  
         Interest Rates
         As of June 30,  1999 and  December  31,  1998,  the  Company's  effective
         weighted  average  interest rate on its long-term  debt  outstanding  was
         7.14% and 6.76%, respectively.
  
         Lines of Credit
         As of June 30, 1999, certain subsidiaries of the Company had unused lines
         of credit of $301.9 million,  all of which is restricted by the covenants
         of the related debt  agreements  and to subsidiary  general  purposes and
         dividend declaration.
  
  6.     RELATED PARTY TRANSACTIONS
  
         Management Agreement
         Effective  April  7,  1999,  the  Company  and  Comcast  entered  into  a
         management agreement pursuant to which Comcast will manage the operations
         of the  Company  and its  subsidiaries,  subject  to such  direction  and
         control of the Company as the Company may reasonably  determine from time
         to time.  The terms of the  management  agreement  were  approved  by the
         independent  members of the Company's Board of Directors.  The management
         agreement  generally  provides that Comcast will supervise the management
         and  operations  of the  Company's  cable  systems  and  arrange  for and
         supervise  certain  administrative  functions.  As compensation  for such
         services  the  management   agreement  provides  for  Comcast  to  charge
         management  fees of 4.5%  of  gross  cable  communications  revenues  (as
         defined).  During the six and three months  ended June 30, 1999,  Comcast
         charged the Company management fees of $5.8 million.
  
                                          8
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
         On behalf of the Company, Comcast seeks and secures long-term programming
         contracts  that  generally  provide for payment based on either a monthly
         fee per  subscriber  per channel or a  percentage  of certain  subscriber
         revenues.  Amounts charged to the Company by Comcast for programming (the
         "Programming  Charges")  are in an  amount  equal  to the  sum of (i) the
         actual cost  incurred  by Comcast  plus (ii)  one-half of the  difference
         between the cost the Company would pay in an  arms-length  transaction if
         the Company were a  stand-alone  multiple  cable  communications  systems
         operator  with a  subscriber  base equal to that of the  Company's  cable
         systems, and the actual cost incurred by Comcast. The Programming Charges
         are  included  in   operating   expenses  in  the   Company's   condensed
         consolidated statement of operations and accumulated deficit. The Company
         purchases certain other services, including insurance, from Comcast under
         cost-sharing  arrangements on terms that reflect  Comcast's  actual cost.
         The  Company  reimburses  Comcast  for  certain  other  costs  (primarily
         salaries)  under  cost-reimbursement  arrangements.  Under  all of  these
         arrangements,  the Company  incurred  total  expenses  of $38.3  million,
         including $37.5 million of Programming Charges,  during the six and three
         months ended June 30, 1999.
  
         The  management  agreement also provides that Comcast will not enter into
         any  agreements or  transactions  or obtain any services on behalf of the
         Company or its cable  systems with or from any affiliate of Comcast other
         than those specifically  provided for in the management agreement without
         the prior  written  consent  of the  Company,  except for  agreements  or
         transactions  on terms that are no less  favorable  to the  Company  than
         those that might be  obtained at the time from a person or entity that is
         not an affiliate of Comcast in an arms-length  transaction.  Further, the
         management  agreement  provides that without the prior written consent of
         the  Company,  Comcast  will not  change the  independent  auditor of the
         Company or change Comcast's independent auditor such that Comcast and the
         Company have the same independent auditor.
  
         The Company will have the right to  terminate  the  management  agreement
         effective as of April 7, 2004 by written  notice to Comcast no later than
         January 7, 2004, and if no such notice is given, the management agreement
         shall automatically terminate on April 7, 2009.
  
         Due to affiliates in the Company's condensed  consolidated  balance sheet
         primarily consists of amounts due to Comcast and its affiliates under the
         cost-sharing  arrangements described above and amounts payable to Comcast
         and its  affiliates as  reimbursement  for payments made, in the ordinary
         course of business, by such affiliates on behalf of the Company.
  
         Other Related Party Transactions
         In April  1999,  the  Company  paid  Glenn R.  Jones,  the  former  Chief
         Executive  Officer of the Company,  and Jones  International,  Ltd. $25.0
         million to relinquish  their rights to place new programming  channels on
         the  Company's  cable  communications  systems.  Such  payments  will  be
         amortized  over  the  period  of  approximately  10 1/2  years,  which is
         consistent  with the term under  which such  programming  could have been
         launched under the original agreement.  In addition, the Company paid Mr.
         Jones $8.0  million  in April 1999 to  terminate  Mr.  Jones'  employment
         contract with the Company (see Note 3).
  
         E! Entertainment Television
         E!  Entertainment  Television  is an affiliate  of Comcast that  provides
         cable  television  programming.  During the three  months  ended June 30,
         1999, the Company made payments to E! Entertainment  Television  totaling
         $158,000 for programming provided to cable systems owned by the Company.
  
         QVC, Inc.
         Comcast, on behalf of the Company, has an affiliation agreement with QVC,
         Inc. ("QVC"),  an electronic retailer and a majority-owned and controlled
         subsidiary of Comcast,  to carry its programming.  In return for carrying
         QVC programming,  the Company receives an allocated  portion,  based upon
         market  share,  of a percentage of net sales of  merchandise  sold to QVC
         customers  located in the Company's  service  area.  For the three months
         ended June 30,  1999,  the  Company's  subscriber  service  fees  revenue
         includes approximately $500,000 relating to QVC.
  
                                          9
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  7.     STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
         The Company  made cash  payments  for  interest of $58.3  million,  $41.6
         million,  $31.0 million and $17.7 million during the six and three months
         ended June 30, 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.
  
         There are currently  three lawsuits  pending that have been filed against
         the Company  relating to the sale of the Tampa,  Palmdale and  Littlerock
         cable  communications  systems  by  Company-managed  partnerships  to the
         Company or one of its subsidiaries.  The complaints generally allege that
         the Company  acquired those systems at a price that did not reflect their
         fair value.  The Company  intends to continue to vigorously  defend these
         lawsuits.
  
         In July 1999,  the Company and  certain of its  subsidiaries  and managed
         partnerships  were named  defendants  in a lawsuit  that alleges that the
         Company  and its  subsidiaries,  as the  general  partners of the managed
         partnerships,  withheld information, including lists of limited partners,
         from the  plaintiffs.  The  plaintiffs  had  planned to tender  offers to
         purchase limited  partnership  interests from the limited  partners.  The
         plaintiffs allege that they were injured by not receiving the information
         and not being able to tender for the limited partnership  interests.  The
         Company  intends to defend this lawsuit  vigorously on its own behalf and
         on behalf of its subsidiaries and managed partnerships.
  
         In July  1999,  the Court of  Appeals of  Maryland  issued a decision  in
         United Cable Television of Baltimore,  Ltd.  Partnership v. Burch holding
         that to the extent that a charge  assessed  customers who were delinquent
         in payment of their cable bills  exceeded  the 6% maximum  interest  rate
         prescribed by the Constitution of the State of Maryland,  such charge was
         not enforceable.  The Court ordered the cable company to make appropriate
         refunds  to  subscribers.  While  the  Company  was not a  party  to that
         litigation  and  believes  that it has  meritorious  defenses  to similar
         actions filed on behalf of Company subscribers in Maryland,  nevertheless
         a decision by a court in these  actions based solely upon the premise set
         forth in Burch could have an adverse effect on the Company.
  
                                         10
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 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 June 30,  1999 were  $53.2  million  (see
  "Statement of Cash Flows").
  
       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 June 30, 1999 and December 31, 1998,  our long-term  debt,  including
  current portion, was $1.626 billion and $1.463 billion,  respectively,  of which
  53.7% and 48.5%, 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 six and three months ended June 30, 1999. In addition,
  we, through a wholly owned subsidiary,  have earned brokerage fees upon the sale
  of the managed  partnerships'  cable  communications  systems to third  parties.
  During  the six and  three  months  ended  June 30,  1999 and  1998,  we  earned
  brokerage fees, net of expenses, of $4.0 million, $4.7 million, $0.8 million and
  $1.0 million, respectively.  Upon the sale of the remaining cable communications
  systems  owned  by  managed   partnerships   in  July  1999,   general   partner
  distributions and brokerage fees ceased to be a source of funds for us.
  
       Year 2000 Readiness Disclosure
  
       The Year 2000 Issue is the result of computer  programs being written using
  two  digits  rather  than four to define  the  applicable  year.  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:
  
                                         11
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
       o    Assessment  Phase.   Structured   evaluation,   including  a  detailed
            inventory  outlining  the 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 June 30, 1999, we are in the  Conversion  Phase and the Testing Phase
  of our Year 2000 remediation program with respect to certain of our key systems.
  Through June 30, 1999, we have incurred approximately $2.0 million in connection
  with our Year 2000 remediation  program.  We estimate that we will incur between
  approximately  $1.0  million  to $1.5  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 in November  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.
  
                                         12
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Statement of Cash Flows
  
       Cash and cash equivalents  increased $50.6 million as of June 30, 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 used in operating activities amounted to $27.6 million for the six
  months ended June 30, 1999, due principally to the restructuring charges and the
  decrease in our  operating  income before  depreciation  and  amortization  (see
  "Results of Operations").
  
       Net cash provided by financing  activities  was $217.5  million for the six
  months  ended  June 30,  1999.  During the six months  ended June 30,  1999,  we
  borrowed  $162.8  million  under  subsidiary  credit  facilities,  primarily for
  capital expenditures, to fund restructuring costs and to fund the acquisition of
  the  cable  communications  system  serving  areas  in  and  around  Littlerock,
  California (the "Littlerock System").  In addition,  during the six months ended
  June 30,  1999,  affiliates  advanced  $45.3  million to us for working  capital
  purposes.
  
       Net cash used in investing activities was $139.3 million for the six months
  ended  June 30,  1999.  Net  cash  used in  investing  activities  includes  the
  acquisition of the Littlerock  System,  net of cash acquired,  of $10.7 million,
  capital expenditures of $57.5 million and additions to deferred charges of $70.9
  million.
  
                                         13
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Results of Operations
  
       Our summarized  consolidated  financial  information  for the six and three
  months  ended June 30, 1999 and 1998 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  Six Months Ended
                                                                     June 30,                Increase
                                                                 1999        1998         $           %
                                                               --------    --------    --------    --------
  Revenues...................................................    $265.2      $204.7       $60.5        29.5%
  Operating, selling, general and administrative expenses....     171.6       114.5        57.1        49.9
                                                               --------    --------
  Operating income before depreciation and
     amortization (1)........................................      93.6        90.2         3.4         3.8
  Restructuring charges......................................      55.4                    55.4          NM
  Depreciation and amortization..............................     124.4        91.8        32.6        35.5
                                                               --------    --------
  Operating loss.............................................     (86.2)       (1.6)       84.6          NM
                                                               --------    --------
  Interest expense...........................................      55.1        44.2        10.9        24.7
  Equity in net losses of affiliates.........................       3.9         2.9         1.0        34.5
  Investment expense (income)................................       0.3        (0.7)        1.0          NM
  Other expense..............................................       6.1         5.4         0.7        13.0
                                                               --------    --------
  Net loss...................................................   ($151.6)     ($53.4)      $98.2          NM
                                                               ========    ========
  Three Months Ended
                                                                     June 30,          Increase / (Decrease)
                                                                 1999        1998         $           %
                                                               --------    --------    --------    --------
  Revenues...................................................    $132.7      $101.2       $31.5        31.1%
  Operating, selling, general and administrative expenses....      96.6        57.1        39.5        69.2
                                                               --------    --------
  Operating income before depreciation and
     amortization (1)........................................      36.1        44.1        (8.0)      (18.1)
  Restructuring charges......................................      55.4                    55.4          NM
  Depreciation and amortization..............................      65.8        47.1        18.7        39.7
                                                               --------    --------
  Operating loss.............................................     (85.1)       (3.0)       82.1          NM
                                                               --------    --------
  Interest expense...........................................      27.2        22.8         4.4        19.3
  Equity in net losses of affiliates.........................       2.5         1.6         0.9        56.3
  Investment expense (income)................................       0.6        (0.4)        1.0          NM
  Other expense..............................................       5.3         5.6        (0.3)       (5.4)
                                                               --------    --------
  Net loss...................................................   ($120.7)     ($32.6)      $88.1          NM
                                                               ========    ========
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cable communications business as "operating cash flow." Operating
       cash flow is a measure of a company's  ability to generate  cash to service
       its obligations, including debt service obligations, and to finance capital
       and other expenditures.  In part due to the capital intensive nature of the
       cable  communications  business  and the  resulting  significant  level  of
       non-cash  depreciation  and  amortization  expense,  operating cash flow is
       frequently  used as one of the bases for comparing  businesses in the cable
       communications  industry,  although our measure of operating  cash flow may
       not  be  comparable  to  similarly  titled  measures  of  other  companies.
       Operating  cash flow is the primary basis used by our management to measure
       the operating  performance  of our business.  Operating  cash flow does not
       purport  to  represent  net  income  or  net  cash  provided  by  operating
       activities,  as those terms are defined under generally accepted accounting
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements as an indicator of our performance.
  Revenues
  
       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
  
                                         14
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  partnerships.   Upon  the  completion  of  the  sale  of  the  remaining   cable
  communications  systems owned by managed  partnerships in July 1999,  management
  fees, general partner  distributions and brokerage fees ceased to be a source of
  revenue for us.
  
       Of the respective $60.5 million and $31.5 million increases in revenues for
  the six and three  month  periods  from 1998 to 1999,  $69.9  million  and $36.3
  million are attributable to increases in subscriber service fees, offset by $6.7
  million and $3.6 million  decreases in  management  fees,  $2.0 million and $0.9
  million  decreases  in  non-cable  revenue  and $0.7  million  and $0.3  million
  decreases in  distributions  and brokerage  fees. Of the $69.9 million and $36.3
  million  increases in subscriber  service fees,  $51.7 million and $28.7 million
  are  attributable  to the effects of the  acquisitions  of cable  communications
  systems,  $3.6 million and $2.1 million are  attributable to subscriber  growth,
  $6.1 million and $2.7 million relate to changes in rates,  $1.4 million and $0.2
  million are attributable to growth in cable  advertising  sales and $7.1 million
  and $2.6 million relate to other product offerings.
  
       Operating, Selling, General & Administrative Expenses
  
       Operating,  selling,  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.
  
       Of the respective  $57.1 million and $39.5 million  increases in operating,
  selling, general and administrative expenses for the six and three month periods
  from 1998 to 1999,  $30.8  million  and $17.9  million are  attributable  to the
  effects of the acquisitions of cable communications  systems,  $13.9 million and
  $13.9 million are attributable to one-time  adjustments  related to recent court
  rulings  on  late  fees  (see  Note 8 to our  condensed  consolidated  financial
  statements  included in Item 1), sales and use tax audits and other  adjustments
  recorded  in the second  quarter of 1999,  $6.8  million  and $4.0  million  are
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and additional  channel offerings and $5.6
  million and $3.7 million result from increases in the cost of labor, the effects
  of an adjustment to the cost component factor used to capitalize  indirect costs
  relating to network  construction  activity,  other volume related  expenses and
  costs associated with new product offerings.  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.
  
       Management Agreement
  
       See Note 6 to our condensed  consolidated  financial statements included in
  Item 1.
  
       Restructuring Charges
  
       See Note 3 to our condensed  consolidated  financial  statement included in
  Item 1.
  
       Depreciation and Amortization Expense
  
       The respective  $32.6 million and $18.7 million  increases in  depreciation
  and  amortization  expense for the six and three month periods from 1998 to 1999
  are   primarily  a  result  of  the  effects  of  our   acquisitions   of  cable
  communications systems and of our capital expenditures.
  
       Interest Expense
  
       The respective $10.9 million and $4.4 million increases in interest expense
  are due to higher outstanding balances on our long-term debt and to increases in
  the effective  weighted average interest rate on our long-term debt.  Borrowings
  were  used to fund  the  acquisitions  of  cable  communications  systems,  fund
  restructuring costs and to fund capital expenditures.
  
       For the six and three  months  ended  June 30,  1999 and 1998,  our  losses
  before  income  taxes,  equity in net  losses of  affiliates  and fixed  charges
  (interest  expense) were $92.6  million,  $91.0  million,  $6.3 million and $8.2
  million, respectively.  Such losses were not adequate to cover our fixed charges
  of $55.1 million, $27.2 million, $44.2 million and $22.8 million for the six and
  three months ended June 30, 1999 and 1998, respectively. The inadequacy of these
  losses  to  cover  fixed  charges  is  primarily  due to the  $55.4  million  of
  restructuring  charges  incurred  during the six and three months ended June 30,
  1999 and to the substantial  non-cash  charges for depreciation and amortization
  expense in all periods.
  
       We believe that our losses will not significantly affect the performance of
  our  normal  business   activities   because  of  our  existing  cash  and  cash
  equivalents,  our ability to generate  operating income before  depreciation and
  amortization and our ability to obtain external financing.
  
       We believe that our operations are not materially affected by inflation.
  
                                         15
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  PART II    OTHER INFORMATION
  
  ITEM 1     LEGAL PROCEEDINGS
  
             The Company is subject to legal  proceedings and claims that arise in
             the ordinary  course of its business.  In the opinion of  management,
             the amount of ultimate  liability  with respect to these actions will
             not materially affect the Company's  financial  position,  results of
             operations  or  liquidity.  In  addition,  the  Company  is  a  named
             defendant in the following legal  proceedings that have been recently
             filed or in which there have been material developments:
  
             Tampa Litigation
  
             The Company is a defendant  in a  consolidated  civil action filed by
             limited  partners of Cable TV Fund 12-D,  Ltd.,  one of the Company's
             managed  limited  partnerships,  styled  David  Hirsch,  Marty,  Inc.
             Pension  Plan  (by its  trustee  and  beneficiary,  Martin  Ury)  and
             Jonathan and Eileen Fussner,  derivatively on behalf of Cable TV Fund
             12-B,  Ltd.,  Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D,  Ltd.,
             plaintiffs v. Jones Intercable,  Inc.,  defendant,  and Cable TV Fund
             12-BCD Venture,  Cable TV Fund 12-B,  Ltd.,  Cable TV Fund 12-C, Ltd.
             and Cable TV Fund 12-D,  Ltd.,  nominal  defendants  (District Court,
             Arapahoe County, State of Colorado, Case No. 95-CV-1800, Division 3).
             The  consolidated   complaint  generally  alleges  that  the  Company
             breached  its  fiduciary  duty  to the  plaintiffs  and to the  other
             limited partners of the three named  partnerships and to the Cable TV
             Fund 12-BCD Venture (the  "Venture") in connection with the Venture's
             sale of the  Tampa,  Florida  cable  television  system  (the  "Tampa
             System") to a subsidiary of the Company and the  subsequent  trade of
             the Tampa  System and other  cable  systems  owned by the  Company in
             exchange for cable television  systems owned by an unaffiliated cable
             system operator.  The consolidated  complaint also sets forth a claim
             for breach of contract and a claim for breach of the implied covenant
             of good faith and fair dealing.  Among other things,  the  plaintiffs
             have  asserted  that the  subsidiary of the Company that acquired the
             Tampa System paid an inadequate  price for it. The price paid for the
             Tampa  System  was  determined  by the  average  of  three  separate,
             independent  appraisals  of the Tampa  System's  fair market value as
             required by the terms of the limited  partnership  agreements  of the
             three named partnerships. The plaintiffs have challenged the adequacy
             and independence of the appraisals.  The consolidated complaint seeks
             damages in an unspecified amount and an award of attorneys' fees, and
             the  complaint  also seeks  punitive  damages and  certain  equitable
             relief.
  
             In August 1997,  the Company moved for summary  judgment in its favor
             on the ground that the  plaintiffs did not make demand on the Company
             for the relief they seek  before  commencing  their  lawsuits or show
             that such a demand  would  have been  futile.  In January  1998,  the
             district  court  (i) held  that the  plaintiffs  did not make  demand
             before  commencing their lawsuits or show that such demand would have
             been  futile;  (ii)  stayed the  consolidated  case and  vacated  the
             original trial date,  (iii) ordered that the plaintiffs make a demand
             on the Company and that the Company appoint an independent counsel to
             review,  consider  and report on that  demand,  (iv) ordered that the
             independent  counsel be  appointed  at the March 1998  meeting of the
             Company's  Board of Directors;  and (v) ordered that the  independent
             counsel be subject to the approval of the district court.
  
             In  March  1998,  the  Company's  Board  of  Directors  appointed  an
             independent  counsel.  The plaintiffs did not object to the Company's
             choice of  independent  counsel and the district  court  approved the
             Company's  choice of  independent  counsel.  During the period  March
             through May 1998, the independent  counsel met several times with the
             attorneys  representing  the  plaintiffs  and the Company and he also
             reviewed a great  quantity  of  written  materials.  The  independent
             counsel  issued his report in August 1998,  which  concluded that the
             plaintiffs'  claims are not  meritorious  and are not  supported by a
             preponderance  of  the  evidence.  The  independent  counsel  further
             determined that the Company "did not breach a fiduciary duty" owed to
             the plaintiffs or to the named  partnerships  or to the Venture,  and
             that the Company "did not commit any impropriety in connection  with"
             the  Venture's  sale of the Tampa  System.  The  independent  counsel
             specifically found that the three appraisals of the Tampa System were
             independent  and  objective and met the  requirements  of the limited
             partnership  agreements.  The independent  counsel further noted that
             the
  
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  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
             Company had met its fiduciary  duties of fairness and full disclosure
             to the named partnerships and to the Venture.
  
             In August 1998, the Company moved to dismiss or for summary  judgment
             in its favor based on the report of the independent counsel, a motion
             that the plaintiffs  opposed.  In September  1998, the district court
             denied the Company's  motion to dismiss or for summary judgment based
             on the report of independent counsel and the district court set a new
             trial date for May 1999. The Company subsequently  submitted a motion
             for  reconsideration  of the district court's denial of the Company's
             motion to  dismiss  or for  summary  judgment  based on the report of
             independent counsel, which the district court also denied.
  
             The  Company  then  filed an  interlocutory  appeal  of the  district
             court's rulings to the Colorado  Supreme Court. In February 1999, the
             Colorado  Supreme Court issued an order  requiring the  plaintiffs to
             show cause why the  Company's  request for  dismissal  or for summary
             judgment should not be granted and the Colorado  Supreme Court stayed
             all   proceedings   in  the  district   court  until  the   Company's
             interlocutory  appeal could be resolved.  In June 1999,  the Colorado
             Supreme Court issued its rulings,  concluding that the district court
             did  not  err  in  its  initial  decision  refusing  to  dismiss  the
             plaintiffs'  complaint  because  of the  plaintiffs'  failure to make
             demand. The Colorado Supreme Court went on to hold, however, that the
             district  court did err in  disregarding  the  independent  counsel's
             decision  that  the  litigation  should  not  proceed  without  first
             addressing  whether the  independent  counsel lacked the authority or
             the  ability to make a  disinterested  and  independent  decision  on
             behalf of the Company.  The Colorado  Supreme Court remanded the case
             to the district  court and  directed the district  court to determine
             whether the independent  counsel had the authority,  independence and
             good faith to entitle his decision to deference. Based on this ruling
             of the Colorado  Supreme Court, in July 1999, the Company renewed its
             motion to dismiss or for summary  judgment based on the report of the
             independent counsel, arguing that because the independent counsel was
             independent, because he employed reasonable and good faith procedures
             in his  analysis  of the  transaction  and because he was acting with
             both the  Company's  and the  district  court's  authority,  the case
             should  not  proceed  and the  district  court  should  defer  to the
             independent  counsel's  business judgment that the plaintiffs' claims
             are meritless.
  
             Palmdale Litigation
  
             In June 1999, the Company was named a defendant in a case styled City
             Partnership Co.,  derivatively on behalf of Cable TV Fund 12-C, Ltd.,
             Cable TV Fund 12-D, Ltd. and Cable TV Fund 12-BCD Venture,  plaintiff
             v. Jones  Intercable,  Inc.,  defendant and Cable TV Fund 12-C, Ltd.,
             Cable TV Fund 12-D,  Ltd. and Cable TV Fund 12-BCD  Venture,  nominal
             defendants (U.S. District Court,  District of Colorado,  Civil Action
             No. 99-WM-1151) brought by City Partnership Co., a limited partner of
             the named  partnerships.  The plaintiff's  complaint alleges that the
             Company breached its fiduciary duty to the plaintiff and to the other
             limited  partners  of the  partnerships  and to Cable TV Fund  12-BCD
             Venture (the  "Venture") in connection with the Venture's sale of the
             Palmdale,  California cable television system (the "Palmdale System")
             to a  subsidiary  of the  Company in  December  1998.  The  complaint
             alleges that the Company  acquired the Palmdale System at an unfairly
             low price that did not  accurately  reflect  the market  value of the
             Palmdale   System.   The  plaintiff   also  alleges  that  the  proxy
             solicitation  materials  delivered  to the  limited  partners  of the
             partnerships in connection with the votes of the limited  partners on
             the Venture's sale of the Palmdale  System  contained  inadequate and
             misleading  information  concerning the fairness of the  transaction,
             which the plaintiff claims caused the Company to breach its fiduciary
             duty of candor to the limited partners and which the plaintiff claims
             constituted  acts and  omissions in violation of Section 14(a) of the
             Securities  Exchange  Act of 1934.  Plaintiff  also  claims  that the
             Company  breached  the  contractual  provision  of the  partnerships'
             limited  partnership  agreements  requiring  that the  sale  price be
             determined by the average of three separate,  independent appraisals,
             challenging both the independence and the currency of the appraisals.
             The complaint finally seeks declaratory  injunctive relief to prevent
             the Company from making use of the partnerships' funds to finance the
             Company's defense of this litigation.
  
             In July 1999,  the Company filed  motions to dismiss the  plaintiff's
             claims  for  relief  arising  from  the   allegations  of  false  and
             misleading  proxy  statements  under Section 14(a) of the  Securities
             Exchange Act of
  
                                         17
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
             1934 and for breach of fiduciary  duty on the grounds  that  Colorado
             law does not permit  these types of tort claims that are based on the
             same essential averments that support the plaintiff's claim of breach
             of  contract  or tort  claims for purely  economic  loss caused by an
             alleged  breach of  contract.  The  Company  also  asked the court to
             dismiss  the  entire  action  on the  grounds  that the  court  lacks
             jurisdiction  over the subject matter.  The Company believes that the
             procedures  followed  by it in  conducting  the votes of the  limited
             partners  of the  partnerships  on the sale of the  Palmdale  System,
             including the fairness opinion in the proxy  statements  delivered to
             the limited  partners of the  partnerships,  were proper and that the
             Venture's  sale  of the  Palmdale  System  at a price  determined  by
             averaging  three separate,  independent  appraisals was in accordance
             with the express provisions of the partnerships'  limited partnership
             agreements. The Company intends to defend this lawsuit vigorously.
  
             Littlerock Litigation
  
             In June 1999, the Company was named a defendant in a case styled City
             Partnership Co.,  derivatively on behalf of Cable TV Fund 14-B, Ltd.,
             plaintiff  v. Jones  Intercable,  Inc.,  defendant  and Cable TV Fund
             14-B,  Ltd.,  nominal  defendant (U.S.  District  Court,  District of
             Colorado,  Civil Action No.  99-WM-1051)  brought by City Partnership
             Co., a limited partner of Cable TV Fund 14-B, Ltd. ("Fund 14-B"). The
             plaintiff's complaint alleges that the Company breached its fiduciary
             duty to the plaintiff and to the other limited  partners of Fund 14-B
             in  connection  with Fund 14-B's sale of the  Littlerock,  California
             cable television system (the "Littlerock  System") to a subsidiary of
             the Company in January 1999.  The complaint  alleges that the Company
             acquired the Littlerock  System at an unfairly low price that did not
             accurately  reflect the market value of the  Littlerock  System.  The
             plaintiff  also  alleges  that  the  proxy   solicitation   materials
             delivered to the limited partners of Fund 14-B in connection with the
             vote of the limited  partners  on Fund 14-B's sale of the  Littlerock
             System contained inadequate and misleading information concerning the
             fairness of the  transaction,  which the plaintiff  claims caused the
             Company  to  breach  its  fiduciary  duty of  candor  to the  limited
             partners  and  which  the  plaintiff  claims   constituted  acts  and
             omissions in violation of Section  14(a) of the  Securities  Exchange
             Act of 1934.  Plaintiff  also claims that the  Company  breached  the
             contractual  provision of Fund 14-B's limited  partnership  agreement
             requiring  that the sale price be  determined by the average of three
             separate,  independent appraisals,  challenging both the independence
             and the  currency of the  appraisals.  The  complaint  finally  seeks
             declaratory  injunctive relief to prevent the Company from making use
             of Fund  14-B's  funds  to  finance  the  Company's  defense  of this
             litigation.
  
             In July 1999,  the Company filed  motions to dismiss the  plaintiff's
             claims  for  relief  arising  from  the  allegations  of a false  and
             misleading  proxy  statement  under Section  14(a) of the  Securities
             Exchange Act of 1934 and for breach of fiduciary  duty on the grounds
             that Colorado law does not permit these types of tort claims that are
             based on the same essential  averments  that support the  plaintiff's
             claim of breach of contract or tort claims for purely  economic  loss
             caused by an alleged  breach of contract.  The Company also asked the
             court to dismiss  the  entire  action on the  grounds  that the court
             lacks jurisdiction over the subject matter. The Company believes that
             the  procedures  followed by it in conducting the vote of the limited
             partners of Fund 14-B on the sale of the Littlerock System, including
             the fairness opinion in the proxy statement  delivered to the limited
             partners  of Fund 14-B,  were proper and that Fund 14-B's sale of the
             Littlerock  System at a price determined by averaging three separate,
             independent  appraisals was in accordance with the express provisions
             of Fund 14-B's limited partnership agreement.  The Company intends to
             defend this lawsuit vigorously.
  
             Limited Partnership Tender Offer Litigation
  
             In July 1999,  the Company,  each of its  subsidiaries  that serve as
             general  partners  of  managed  public  partnerships  and each of its
             managed public  partnerships  were named  defendants in a case styled
             Everest  Cable  Investors,  LLC,  Everest  Properties,  LLC,  Everest
             Properties  II,  LLC and KM  Investments,  LLC,  plaintiffs  v. Jones
             Intercable,  Inc., et al.,  defendants  (Superior  Court, Los Angeles
             County, State of California,  Case No. C213638).  Plaintiffs,  all of
             which are affiliated  with each other,  are in the business of, among
             other things,  investing in limited partnerships that own and operate
             cable  television   systems.   Plaintiffs  allege  that  one  of  the
             plaintiffs  has  been a  limited  partner  or has  obtained  a  valid
             power-of-attorney from a
  
                                         18
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
             limited partner in each of the Company's managed public  partnerships
             and that they had formed a  coordinated  plan amongst  themselves  to
             acquire up to 4.9% of the limited  partnership  interests  in each of
             the Company's managed public  partnerships  during the latter half of
             1996. Plaintiffs' complaint alleges that they were frustrated in this
             purpose by the Company's refusal to provide  plaintiffs with lists of
             the names and  addresses  of the limited  partners  of the  Company's
             managed public partnerships. The complaint alleges that the Company's
             actions  constituted a breach of contract,  a breach of the Company's
             implied  covenant  of  good  faith  and  fair  dealing  owed  to  the
             plaintiffs as limited partners,  a breach of the Company's  fiduciary
             duty  owed  to  the  plaintiffs  as  limited  partners  and  tortious
             interference with prospective  economic advantage.  Plaintiffs allege
             that the Company's failure to provide them with the partnership lists
             prevented  them from making  their tender  offers and the  plaintiffs
             claim that they have been  injured by such  action in an amount to be
             proved at trial,  but not less than $17 million.  Given the fact that
             this case was only recently filed and that the time for the Company's
             response to the  complaint  has not yet expired,  the Company has not
             yet responded to this complaint. The Company believes,  however, that
             it and the defendant  subsidiaries  and managed  public  partnerships
             have defenses to the plaintiffs'  claims for relief,  and the Company
             intends to defend this lawsuit  vigorously both on its own behalf and
             on behalf of its subsidiaries and its managed public partnerships.
  
  ITEM 6     EXHIBITS AND REPORTS ON FORM 8-K
  
              (a)   Exhibits required to be filed by Item 601 of Regulation S-K:
  
                    10.1  Management  Agreement  dated as of April 7, 1999 between
                          Jones   Intercable,   Inc.   and   Comcast   Corporation
                          (incorporated  by  reference  to  Exhibit  9 of  Comcast
                          Corporation's  Schedule  13D  Amendment  No.  4 filed on
                          August 10, 1999).
  
                    15.1  Letter Regarding Unaudited Interim Financial Statements.
  
                    27.1  Financial Data Schedule.
  
              (b)   Reports on Form 8-K:
  
                    (i)   We filed a Current  Report  on Form 8-K under  Item 5 on
                          April 16, 1999 relating to our announcement that Comcast
                          Corporation   had   completed  the   acquisition   of  a
                          controlling interest in Jones Intercable,  Inc. on April
                          7, 1999.
  
                    (ii)  We filed a Current  Report  on Form 8-K under  Item 5 on
                          May 27, 1999  relating to our  announcement  that we had
                          entered into an agreement  with Adelphia  Communications
                          to exchange certain cable systems.
  
                                         19
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 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: August 16, 1999
  
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