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:
                                 SEPTEMBER 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 September 30, 1999,  there were 36,937,420  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 SEPTEMBER 30, 1999
  
                                  TABLE OF CONTENTS
  <TABLE>
  <CAPTION>
  <S>                                                                                                <C>
                                                                                                    Page
                                                                                                   Number
  PART I     FINANCIAL INFORMATION
  
             ITEM 1    Financial Statements
  
                       Review Report of Independent Public Accountants................................2
  
                       Condensed Consolidated Balance Sheet as of
                       September 30, 1999 and December 31, 1998 (Unaudited)...........................3
  
                       Condensed Consolidated Statement of Operations
                       and Accumulated Deficit for the Nine and Three Months
                       Ended September 30, 1999 and 1998 (Unaudited)..................................4
  
                       Condensed Consolidated Statement of
                       Cash Flows for the Nine Months Ended
                       September 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
  </TABLE>
  
                         -----------------------------------
  
        This Quarterly Report on Form 10-Q is for the three months ended September
  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
  September 30, 1999, the related condensed  consolidated  statement of operations
  and  accumulated  deficit for the nine and three months ended September 30, 1999
  and 1998 and the  condensed  consolidated  statement  of cash flows for the nine
  months ended  September 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
  November 4, 1999
  
  
                                          2
  
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  PART I   FINANCIAL INFORMATION
  
  ITEM 1   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
  <S>                                                                                      <C>                 <C>
                                                                                       (Dollars in thousands, except share data)
                                                                                           September 30,        December 31,
                                                                                               1999                1998
                                                                                           -----------         -----------
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents .........................................................   $    20,788         $     2,586
     Accounts receivable, less allowance for doubtful
        accounts of $4,648 and $2,822 ..................................................        30,611              32,452
     Inventories, net ..................................................................        20,721              20,239
     Other current assets ..............................................................        10,061              28,734
                                                                                           -----------         -----------
           Total current assets ........................................................        82,181              84,011
                                                                                           -----------         -----------
  
  INVESTMENTS ..........................................................................        23,671              19,724
                                                                                           -----------         -----------
  
  PROPERTY AND EQUIPMENT ...............................................................       898,259             818,871
     Accumulated depreciation ..........................................................      (304,749)           (244,631)
                                                                                           -----------         -----------
     Property and equipment, net .......................................................       593,510             574,240
                                                                                           -----------         -----------
  
  DEFERRED CHARGES AND OTHER ...........................................................     1,631,361           1,500,083
     Accumulated amortization ..........................................................      (566,875)           (446,965)
                                                                                           -----------         -----------
     Deferred charges and other, net ...................................................     1,064,486           1,053,118
                                                                                           -----------         -----------
  
                                                                                           $ 1,763,848         $ 1,731,093
                                                                                           ===========         ===========
  
  LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses .............................................   $    91,993         $    89,516
     Accrued interest ..................................................................        22,681              23,265
     Current portion of long-term debt .................................................         2,460               2,237
     Due to affiliates .................................................................        34,880
                                                                                           -----------         -----------
  
           Total current liabilities ...................................................       152,014             115,018
                                                                                           -----------         -----------
  
  LONG-TERM DEBT, less current portion .................................................     1,643,122           1,460,470
                                                                                           -----------         -----------
  
  OTHER LIABILITIES ....................................................................        14,485
                                                                                           -----------         -----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' (DEFICIENCY) EQUITY
     Class A common stock, $.01 par value - authorized, 60,000,000 shares;
        issued, 36,937,420 and 36,143,054 ..............................................           369                 361
     Common stock, $.01 par value - authorized, 5,550,000 shares; issued, 5,113,021 ....            51                  51
     Additional capital ................................................................       504,472             495,116
     Accumulated deficit ...............................................................      (541,033)           (339,923)
     Accumulated other comprehensive loss ..............................................        (9,632)
                                                                                           -----------         -----------
           Total stockholders' (deficiency) equity .....................................       (45,773)            155,605
                                                                                           -----------         -----------
  
                                                                                           $ 1,763,848         $ 1,731,093
                                                                                           ===========         ===========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
  <S>                                                                <C>               <C>               <C>               <C>
                                                                               (Amounts in thousands, except per share data)
                                                                          Nine Months Ended                   Three Months Ended
                                                                            September 30,                        September 30,
                                                                       1999               1998              1999               1998
                                                                     ---------         ---------         ---------         -----------
  REVENUES
     Cable Communications Revenues
        Subscriber service fees ...................................  $ 394,126         $ 300,108         $ 135,477         $ 111,404
        Management fees ...........................................        957            10,080                               2,446
        Distributions and brokerage fees ..........................      3,966            23,049                              18,304
     Non-cable revenue ............................................      2,259             4,484               608               809
                                                                     ---------         ---------         ---------         ---------
                                                                       401,308           337,721           136,085           132,963
                                                                     ---------         ---------         ---------         ---------
  
  COSTS AND EXPENSES
     Cable Communications Expenses
        Operating .................................................    161,034            94,818            51,032            36,458
        Selling, general and administrative .......................     91,213            79,196            31,012            27,234
     Non-cable operating, selling, general and administrative .....      2,504             5,087             1,123               887
     Restructuring charges ........................................     55,400
     Depreciation and amortization ................................    199,668           144,608            75,264            52,768
                                                                     ---------         ---------         ---------         ---------
                                                                       509,819           323,709           158,431           117,347
                                                                     ---------         ---------         ---------         ---------
  
  OPERATING (LOSS) INCOME .........................................   (108,511)           14,012           (22,346)           15,616
  
  OTHER (INCOME) EXPENSE
     Interest expense .............................................     86,549            68,965            31,468            24,781
     Equity in net losses (income) of affiliates ..................      3,026             3,959              (932)            1,067
     Investment income ............................................       (679)           (1,313)             (970)             (566)
     Other expense (income) .......................................      3,703            10,196            (2,426)            4,738
                                                                     ---------         ---------         ---------         ---------
                                                                        92,599            81,807            27,140            30,020
                                                                     ---------         ---------         ---------         ---------
  
  LOSS BEFORE INCOME TAXES ........................................   (201,110)          (67,795)          (49,486)          (14,404)
  
  INCOME TAXES ....................................................
                                                                     ---------         ---------         ---------         ---------
  
  NET LOSS ........................................................   (201,110)          (67,795)          (49,486)          (14,404)
  
  ACCUMULATED DEFICIT
     Beginning of period ..........................................   (339,923)         (259,505)         (491,547)         (312,896)
                                                                     ---------         ---------         ---------         ---------
  
     End of period ................................................  ($541,033)        ($327,300)        ($541,033)        ($327,300)
                                                                     =========         =========         =========         =========
  
  BASIC LOSS FOR COMMON STOCKHOLDERS
     PER COMMON SHARE .............................................  ($   4.81)        ($   1.66)        ($   1.18)        ($    .35)
                                                                     =========         =========         =========         =========
  
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING ...........................................     41,783            40,849            42,050            41,088
                                                                     =========         =========         =========         =========
  
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
  <S>                                                              <C>               <C>
                                                                      (Dollars in thousands)
                                                                        Nine Months Ended
                                                                          September 30,
                                                                     1999              1998
                                                                   ---------         ---------
  OPERATING ACTIVITIES
     Net loss                                                      ($201,110)        ($ 67,795)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
        Depreciation and amortization                                199,668           144,608
        Amortization of deferred revenue                              (1,800)
        Loss on sale of assets                                                           3,616
        Noncash interest expense                                         175
        Equity in net losses of affiliates                             3,026             3,959
                                                                   ---------         ---------
                                                                         (41)           84,388
        Changes in working capital and other liabilities              20,932            (4,477)
                                                                   ---------         ---------
                 Net cash provided by operating activities            20,891            79,911
                                                                   ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings                                        183,535           481,346
     Repayments of long-term debt                                       (978)         (232,000)
     Proceeds from Class A Common Stock options exercised              9,364             5,580
     Net transactions with affiliates                                 35,904             3,669
                                                                   ---------         ---------
                 Net cash provided by financing activities           227,825           258,595
                                                                   ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired                              (50,213)         (214,846)
     Capital expenditures                                            (91,207)          (85,045)
     Additions to deferred charges                                   (89,517)          (40,889)
     Proceeds from the sale of assets                                                      350
     Other, net                                                          423             1,261
                                                                   ---------         ---------
                 Net cash used in investing activities              (230,514)         (339,169)
                                                                   ---------         ---------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    18,202              (663)
  
  CASH AND CASH EQUIVALENTS, beginning of period                       2,586             3,595
                                                                   ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period                         $  20,788         $   2,932
                                                                   =========         =========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          5
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 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 September 30,
           1999,   the  condensed   consolidated   statement  of  operations   and
           accumulated  deficit for the nine and three months ended  September 30,
           1999 and 1998 and the  condensed  consolidated  statement of cash flows
           for the nine  months  ended  September  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 September 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 "SEC").  The
           results of operations for the periods ended  September 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 nine and three months ended  September  30, 1999 and 1998,  the
           Company's  potential  common shares of 16,000 shares,  424,000  shares,
           16,000 shares and 498,000  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.  In June  1999,  Comcast
           acquired an  additional  1.0 million  shares of the  Company's  Class A
           Common  Stock  for  $50.0  million  in a  private  transaction.  As  of
           September 30, 1999,  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 to elect
  
                                          6
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
           approximately 75% of the Board of Directors of the Company. The Company
           is now a consolidated public company subsidiary of Comcast Cable.
  
           In August 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 SEC 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 nine months ended  September 30, 1999, the Company  incurred
           expense  relating to the severance of  approximately  350 corporate and
           field office employees  totaling $39.1 million,  of which $34.9 million
           had been paid and $4.2 million was accrued at September 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 nine
           months ended  September  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,
           $9.5  million had been paid and $6.8  million was accrued at  September
           30,  1999.  Such costs were  included in  restructuring  charges in the
           Company's   condensed   consolidated   statement  of   operations   and
           accumulated deficit during the nine months ended September 30, 1999.
  
           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 $39.5
           million in cash, subject to customary closing  adjustments,  from Cable
           TV Fund 14-A, 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 Calvert County System
           have been 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 SEPTEMBER 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
           and third  quarters 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 September 30, 1999,  the Company had recorded an
           unrealized loss of $9.6 million related to this investment.
  
  5.       LONG-TERM DEBT
  
           Interest Rates
           As of September 30, 1999 and December 31, 1998, the Company's effective
           weighted  average  interest rate on its long-term debt  outstanding was
           7.51% and 6.76%, respectively.
  
           Lines of Credit
           As of  September  30,  1999,  certain  subsidiaries  of the Company had
           unused lines of credit of $270.5 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 nine and three months ended September
           30, 1999,  Comcast charged the Company management fees of $11.9 million
           and $6.1 million, respectively.
  
                                          8
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 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 $74.4 million and $36.1  million,
           respectively,  including $72.9 million and $35.4 million,  respectively
           of  Programming  Charges,  during  the  nine  and  three  months  ended
           September 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 nine and three months ended
           September  30,  1999,  the Company  made  payments to E!  Entertainment
           Television   totaling   $370,000  and   $212,000,   respectively,   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 nine and  three  monthsended  September  30,  1999,  the
           Company's  subscriber  service  fees  revenue  includes   approximately
           $808,000 and $308,000, respectively, relating to QVC.
  
                                          9
  
  <PAGE>
  
  
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 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 $87.0  million,  $68.7
           million,  $28.7  million  and $27.1  million  during the nine and three
           months ended September 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  lawsuits  pending in federal courts that have been
           filed  against  the  Company  relating  to the  sale  of the  Palmdale,
           Albuquerque, Littlerock and Calvert County cable communications systems
           by  Company-  managed  partnerships  to  the  Company  or  one  of  its
           subsidiaries. The complaints generally allege that the Company acquired
           those systems at a price that did not reflect their fair value and that
           the proxy statements mailed to the limited partners of the partnerships
           that owned these systems were false,  misleading and failed to disclose
           material facts about the cable communications  system market place. 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 they
           withheld  information,  including  lists of the names and  addresses of
           limited  partners,  from the plaintiffs.  The plaintiffs had planned to
           conduct tender offers to purchase  limited  partnership  interests from
           the limited  partners.  The plaintiffs allege that they were injured by
           not receiving the  information  and by not being able to conduct tender
           offers for the limited  partnership  interests.  The Company intends to
           defend this lawsuit  vigorously  on its own behalf and on behalf of its
           subsidiaries and managed partnerships.
  
           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 SEPTEMBER 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 September 30, 1999 were $20.8 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  September  30, 1999 and  December 31,  1998,  our  long-term  debt,
  including current portion, was $1.646 billion and $1.463 billion,  respectively,
  of which 54.7% 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.  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 nine and  three  months  ended  September  30,  1999 and 1998,  we  received
  partnership  distributions  and earned brokerage fees, net of expenses,  of $4.0
  million,  $23.0  million,  zero  and  $18.3  million,  respectively.   Upon  the
  distributions from the sales 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:
  
        Assessment Phase.  Structured  evaluation,  including a detailed inventory
  outlining the impact that the Year 2000 Issue may have on current operations.
  
                                         11
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
        Detailed  Planning  Phase.  Establishment  of  priorities,  development of
  specific  action  steps and  allocation  of  resources  to  address  the  issues
  identified in the Assessment Phase.
  
        Conversion Phase.  Implementation of the necessary system modifications as
  outlined in the Detailed Planning Phase.
  
        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.
  
        Implementation  Phase.  Final roll-out of fully tested  components into an
  operational unit.
  
        Based on an inventory  conducted in 1997, we identified  computer  systems
  that required  modification  or replacement  so that they will properly  utilize
  dates beyond December 31, 1999.  Many of our critical  systems were new and were
  already  Year 2000  compliant  as a result of the recent  rebuild of many of our
  cable  communications  systems.  In  addition,  we have  communicated  with  our
  significant  software suppliers and service bureaus to determine their plans for
  remediating the Year 2000 Issue in their software which we use or rely upon.
  
        As of  October  31,  1999,  we are in the  final  stages  of our Year 2000
  program. We believe that all key systems are Year 2000 compliant.  Other systems
  that required remediation are substantially complete. Further, contingency plans
  have been  created  for our key  systems  and  operations.  Additional  business
  continuity  preparations are being implemented to create post-Year 2000 response
  teams with a centralized command center to further mitigate Year 2000 risk.
  
        Through September 30, 1999, we have incurred approximately $2.5 million in
  connection  with our Year 2000  remediation  program.  We estimate  that we will
  incur between  approximately  $0.5 million to $1.0 million of additional expense
  through December 1999 in connection with our Year 2000 remediation  program. Our
  estimate to complete the remediation plan includes the estimated time associated
  with mitigating the Year 2000 Issue for third party software. However, there can
  be no  guarantee  that the systems of other  companies  on which we rely will be
  converted  on a timely  basis,  or that a failure to convert by another  company
  would not have a material adverse effect on us.
  
        Our management  will continue to  periodically  report the progress of our
  Year 2000 remediation program to the Audit Committee of our Board of Directors.
  
        The costs of the  project  and the date on which we plan to  complete  the
  Year 2000 modifications and replacements are based on our 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 SEPTEMBER 30, 1999
  
  Statement of Cash Flows
  
        Cash and cash equivalents increased $18.2 million as of September 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  provided by operating  activities  amounted to $20.9 million for
  the nine months ended  September  30, 1999,  due  principally  to our  operating
  income before  depreciation and amortization  offset, in part, by the effects of
  the $55.4 million of restructuring  charges  recognized in the second quarter of
  1999 (see Note 3 to our condensed  consolidated financial statements included in
  Item 1).
  
        Net cash provided by financing  activities was $227.8 million for the nine
  months ended  September  30, 1999.  During the nine months ended  September  30,
  1999, we borrowed $183.5 million under subsidiary credit  facilities,  primarily
  for  capital  expenditures,   to  fund  restructuring  costs  and  to  fund  the
  acquisition  of the cable  communications  systems  serving  areas in and around
  Littlerock,  California (the "Littlerock  System") and Calvert County,  Maryland
  (the  "Calvert  County  System").  In  addition,  during the nine  months  ended
  September 30, 1999,  affiliates advanced $35.9 million to us for working capital
  purposes.
  
        Net cash used in  investing  activities  was $230.5  million  for the nine
  months ended September 30, 1999. Net cash used in investing  activities includes
  the acquisition of the Littlerock  System and the Calvert County System,  net of
  cash  acquired,  of $50.2  million,  capital  expenditures  of $91.2 million and
  additions to deferred charges of $89.5 million.
  
                                         13
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  Results of Operations
  
        Our summarized  consolidated  financial information for the nine and three
  months  ended  September  30, 1999 and 1998 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
  <S>                                                            <C>            <C>            <C>              <C>
                                                                    Nine Months Ended
                                                                       September 30,            Increase / (Decrease)
                                                                    1999          1998              $            %
  
  Revenues ..................................................    $  401.3       $  337.7       $   63.6         18.8%
  Operating, selling, general and administrative expenses ...       254.7          179.1           75.6         42.2
                                                                 --------       --------
  Operating income before depreciation and
     amortization (1) .......................................       146.6          158.6          (12.0)        (7.6)
  Restructuring charges .....................................        55.4                          55.4          NM
  Depreciation and amortization .............................       199.7          144.6           55.1         38.1
                                                                 --------       --------
  Operating (loss) income ...................................      (108.5)          14.0         (122.5)         NM
                                                                 --------       --------
  Interest expense ..........................................        86.6           68.9           17.7         25.7
  Equity in net losses of affiliates ........................         3.0            4.0           (1.0)       (25.0)
  Investment income .........................................        (0.7)          (1.3)          (0.6)        46.2
  Other expense .............................................         3.7           10.2           (6.5)       (63.7)
                                                                 --------       --------
  Net loss ..................................................    ($ 201.1)      ($  67.8)      ($ 133.3)         NM
                                                                 ========       ========
  
  
                                                                    Three Months Ended
                                                                       September 30,            Increase / (Decrease)
                                                                    1999          1998              $            %
  
  Revenues ..................................................    $  136.1       $  133.0       $    3.1          2.3%
  Operating, selling, general and administrative expenses ...        83.2           64.6           18.6         28.8
                                                                 --------       --------
  Operating income before depreciation and
     amortization (1) .......................................        52.9           68.4          (15.5)       (22.7)
  Depreciation and amortization .............................        75.3           52.8           22.5         42.6
                                                                 --------       --------
  Operating (loss) income ...................................       (22.4)          15.6          (38.0)         NM
                                                                 --------       --------
  Interest expense ..........................................        31.4           24.8            6.6         26.6
  Equity in net (income) losses of affiliates ...............        (0.9)           1.1           (2.0)         NM
  Investment income .........................................        (1.0)          (0.6)          (0.4)        66.7
  Other (income) expense ....................................        (2.4)           4.7           (7.1)         NM
                                                                 --------       --------
  Net loss ..................................................    ($  49.5)      ($  14.4)      ($  35.1)         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 received management fees generally equal to 5% of gross operating revenues of
  our  managed  limited  partnerships.  Upon  the  completion  of the  sale of the
  remaining cable communications systems owned by
  
                                         14
  <PAGE>
  
  
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  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 $63.6 million and $3.1 million increases in revenues for
  the nine and three  month  periods  from 1998 to 1999,  $94.0  million and $24.1
  million are attributable to increases in subscriber service fees, offset by $9.1
  million and $2.5 million  decreases in management  fees, $19.1 million and $18.3
  million  decreases in distributions and brokerage fees and $2.2 million and $0.2
  million decreases in non-cable  revenue.  Of the $94.0 million and $24.1 million
  increases  in  subscriber  service  fees,  $66.3  million and $14.6  million are
  attributable to the effects of the acquisitions of cable communications systems,
  $6.9 million and $3.3  million are  attributable  to  subscriber  growth,  $10.1
  million  and $4.0  million  relate to changes in rates,  $2.2  million  and $0.8
  million are attributable to growth in cable  advertising  sales and $8.5 million
  and $1.4 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 $75.6 million and $18.6 million  increases in operating,
  selling,  general  and  administrative  expenses  for the nine and  three  month
  periods from 1998 to 1999,  $42.3 million and $11.5 million are  attributable to
  the effects of the acquisitions of cable communications  systems,  $12.7 million
  and $5.9 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 $6.7 million and $1.2 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.  In
  addition,  $13.9  million of the  increase in  operating,  selling,  general and
  administrative  expenses  for  the  nine  month  periods  from  1998  to 1999 is
  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.  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  $55.1 million and $22.5 million  increases in depreciation
  and amortization  expense for the nine 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  $17.7  million  and $6.6  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 nine and three  months  ended  September  30,  1999 and 1998,  our
  losses  before  income taxes,  equity in net losses  (income) of affiliates  and
  fixed charges  (interest  expense)  were $111.5  million,  $5.1  million,  $19.0
  million and $11.4 million, respectively.  Such losses were not adequate to cover
  our fixed  charges of $86.6  million,  $68.9  million,  $31.4  million and $24.8
  million  for the nine and  three  months  ended  September  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 nine
  months ended  September  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 SEPTEMBER 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 cable communications  business.  In
                 the opinion of management,  the amount of ultimate liability with
                 respect to these legal proceedings and claims will not materially
                 affect the Company's financial position, results of operations or
                 liquidity.
  
                 In addition,  the Company is a named  defendant in the  following
                 legal proceedings  relating to acquisitions by the Company or one
                 of its subsidiaries of cable communications  systems from several
                 of the  Company's  managed  partnerships  or actions taken by the
                 Company  or one of its  subsidiaries  in their  roles as  general
                 partners of the Company's managed partnerships:
  
                 Litigation  Challenging  the Company's  Acquisition  of the Tampa
                 System
  
                 Since  September  1995,  the Company  has been a  defendant  in a
                 consolidated  civil action filed by limited  partners of Cable TV
                 Fund  12-D,   Ltd.,   one  of  the  Company's   managed   limited
                 partnerships,  captioned David Hirsch,  Marty,  Inc. Pension Plan
                 (by its trustee and  beneficiary,  Martin Ury) and  Jonathan  and
                 Eileen  Fussner,  derivatively  on behalf of Cable TV Fund  12-B,
                 Ltd.,  Cable TV Fund 12-C,  Ltd.  and Cable TV Fund  12-D,  Ltd.,
                 plaintiffs v. Jones  Intercable,  Inc.,  defendant,  and Cable TV
                 Fund  12-BCD  Venture,  Cable TV Fund 12-B,  Ltd.,  Cable TV Fund
                 12-C,  Ltd.  and Cable TV Fund  12-D,  Ltd.,  nominal  defendants
                 (District  Court,  Arapahoe County,  State of Colorado,  Case No.
                 95-CV-1800,  Division 3). The  consolidated  complaint  generally
                 alleged  that 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  communications  system (the "Tampa  System") to a
                 subsidiary of the Company and the  subsequent  trade of the Tampa
                 System  and  other  cable  communications  systems  owned  by the
                 Company in exchange for cable communications  systems owned by an
                 unaffiliated  cable system operator.  The consolidated  complaint
                 also set forth a claim for  breach  of  contract  and a claim for
                 breach of the implied  covenant  of good faith and fair  dealing.
                 Among other things,  the plaintiffs  asserted that the subsidiary
                 of 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 also  challenged the adequacy and  independence of
                 the appraisals.  The consolidated  complaint sought  compensatory
                 damages,  an award  of  attorneys'  fees,  punitive  damages  and
                 certain equitable relief. On October 25, 1999, the district court
                 granted the  Company's  renewed  motion to dismiss or for summary
                 judgment  based  upon  the  August  1998  report  of  independent
                 counsel,  which had concluded that the plaintiffs' claims are not
                 meritorious.  The  plaintiffs  have  the  right  to  appeal  this
                 decision.
  
                 Litigation   Challenging   the  Company's   Acquisitions  of  the
                 Albuquerque, Palmdale, Littlerock and Calvert County Systems
  
                 In  June  1999,  the  Company  was  named a  defendant  in a case
                 captioned City Partnership  Co.,  derivatively on behalf of Cable
                 TV Fund 12-C,  Ltd.,  Cable TV Fund 12-D,  Ltd. and Cable TV Fund
                 12-BCD Venture,  plaintiff v. Jones Intercable,  Inc.,  defendant
                 and Cable TV Fund 12-C,  Ltd., Cable TV Fund 12-D, Ltd. and Cable
                 TV Fund 12-BCD Venture,  nominal defendants (U.S. District Court,
                 District  of  Colorado,   Civil   Action  No.   99-WM-1151)("City
                 Partnership  I")  brought  by City  Partnership  Co.,  a  limited
                 partner  of the named  partnerships.  The  plaintiff's  complaint
                 alleges  that 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
                 communications  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
  
                                         16
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                 limited partners of the partnerships in connection with the votes
                 of the limited  partners on the  Venture's  sale of the  Palmdale
                 System contained inadequate and misleading information concerning
                 the state of the market for cable systems and the fairness of the
                 transaction,  which the  plaintiff  claims  caused 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,  as  amended.  The  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.  The Company has filed motions to dismiss  certain of
                 the plaintiff's  claims for relief. 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.
  
                 In  June  1999,  the  Company  was  named a  defendant  in a case
                 captioned City Partnership  Co.,  derivatively on behalf of Cable
                 TV  Fund  14-B,  Ltd.,  plaintiff  v.  Jones  Intercable,   Inc.,
                 defendant and Cable TV Fund 14- B, Ltd.,  nominal defendant (U.S.
                 District   Court,   District  of   Colorado,   Civil  Action  No.
                 99-WM-1051)("City  Partnership  II") brought by City  Partnership
                 Co., a limited  partner of Cable TV Fund  14-B,  Ltd.  ("Fund 14-
                 B"). The plaintiff's  complaint alleges that 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   communications   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 state of the  market  for cable  systems  and 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, as amended.  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.
                 The  Company  has  filed  motions  to  dismiss   certain  of  the
                 plaintiff's  claims for  relief.  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.
  
                 In August  1999,  the  Company  was named a  defendant  in a case
                 captioned Gramercy Park Investments, LP, Cobble Hill Investments,
                 LP and Madison/AG  Partnership  Value Partners II,  plaintiffs v.
                 Jones Intercable,  Inc. and Glenn R. Jones, defendants, and Cable
                 TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D,
                 Ltd.,  Cable TV Fund 14-A,  Ltd.  and Cable TV Fund  14-B,  Ltd.,
                 nominal  defendants (U.S.  District Court,  District of Colorado,
                 Civil Action No.  99-B-1508)("Gramercy  Park") brought as a class
                 and   derivative   action  by  limited   partners  of  the  named
                 partnerships.   The  plaintiffs'   complaint   alleges  that  the
                 defendants  made false and  misleading  statements to the limited
                 partners  of  the  named  partnerships  in  connection  with  the
                 solicitation of proxies and the votes of the limited  partners on
                 the sales of the  Albuquerque,  Palmdale,  Littlerock and Calvert
                 County cable communications  systems by the named partnerships to
                 the Company or one of its  subsidiaries  in violation of Sections
                 14 and 20 of the Securities Exchange Act of 1934, as amended. The
                 plaintiffs   specifically   allege  that  the  proxy   statements
                 delivered to
  
                                         17
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                 the limited  partners in  connection  with the limited  partners'
                 votes on  these  sales  were  false,  misleading  and  failed  to
                 disclose material facts necessary to make the statements made not
                 misleading.  The  plaintiffs'  complaint  also  alleges  that the
                 defendants  breached their fiduciary duties to the plaintiffs and
                 to the other limited  partners of the named  partnerships  and to
                 the named  partnerships  in connection  with the various sales of
                 the  Albuquerque,  Palmdale,  Littlerock and Calvert County cable
                 communications  systems  to  subsidiaries  of  the  Company.  The
                 complaint   alleges  that  the  Company   acquired   these  cable
                 communications  systems  at  unfairly  low  prices  that  did not
                 accurately  reflect  the  market  values  of  the  systems.   The
                 plaintiffs  seek on their own  behalf  and on behalf of all other
                 limited partners  compensatory and nominal damages, the costs and
                 expenses of the litigation,  including reasonable  attorneys' and
                 experts' fees, and punitive and exemplary damages.
  
                 In August  1999,  the  Company  was named a  defendant  in a case
                 captioned William Barzler,  plaintiff v. Jones  Intercable,  Inc.
                 and Glenn R.  Jones,  defendants  and Cable TV Fund  14-B,  Ltd.,
                 nominal  defendant (U.S.  District  Court,  District of Colorado,
                 Civil  Action  No.  99-B-1604)("Barzler")  brought as a class and
                 derivative action by a limited partner of the named  partnership.
                 The  substance  of the  plaintiff's  complaint  is similar to the
                 allegations  raised  in the  Gramercy  Park case  except  that it
                 relates only to the sale of the Littlerock  cable  communications
                 system by Cable TV Fund 14-B, Ltd.
  
                 In  September  1999,  the Company was named a defendant in a case
                 captioned Sheryle Trainer,  plaintiff v. Jones  Intercable,  Inc.
                 and Glenn R.  Jones,  defendants,  and Cable TV Fund 14-B,  Ltd.,
                 nominal  defendant (U.S.  District  Court,  District of Colorado,
                 Civil  Action  No.  99-B-1751)("Trainer")  brought as a class and
                 derivative action by a limited partner of the named  partnership.
                 The  substance  of the  plaintiff's  complaint  is similar to the
                 allegations  raised  in the  Gramercy  Park case  except  that it
                 relates only to the sale of the Littlerock  cable  communications
                 system by Cable TV Fund 14-B, Ltd.
  
                 In  September  1999,  the Company was named a defendant in a case
                 captioned Mary Schumacher,  Charles McKenzie and Geraldine Lucas,
                 plaintiffs  v.  Jones  Intercable,   Inc.  and  Glenn  R.  Jones,
                 defendants  and Cable TV Fund  12-B,  Ltd.,  Cable TV Fund  12-C,
                 Ltd.,  Cable TV Fund 12-D,  Ltd.,  Cable TV Fund 14-A,  Ltd.  and
                 Cable TV Fund  14-B,  Ltd.,  nominal  defendants  (U.S.  District
                 Court,     District    of    Colorado,     Civil    Action    No.
                 99-WM-1702)("Schumacher")  brought  as  a  class  and  derivative
                 action by three limited partners of the named  partnerships.  The
                 substance  of  the  plaintiffs'   complaint  is  similar  to  the
                 allegations raised in the Gramercy Park case.
  
                 In  September  1999,  the Company was named a defendant in a case
                 captioned  Robert  Margolin,  Henry  Wahlgren and Joan  Wahlgren,
                 plaintiffs  v.  Jones  Intercable,   Inc.  and  Glenn  R.  Jones,
                 defendants  and Cable TV Fund  12-B,  Ltd.,  Cable TV Fund  12-C,
                 Ltd.,  Cable TV Fund 12-D,  Ltd.,  Cable TV Fund 14-A,  Ltd.  and
                 Cable TV Fund  14-B,  Ltd.,  nominal  defendants  (U.S.  District
                 Court,     District    of    Colorado,     Civil    Action    No.
                 99-B-1778)("Margolin")  brought as a class and derivative  action
                 by  three  limited  partners  of  the  named  partnerships.   The
                 substance  of  the  plaintiffs'   complaint  is  similar  to  the
                 allegations raised in the Gramercy Park case.
  
                 The  Company  believes  that  the  procedures  followed  by it in
                 conducting  the  votes of the  limited  partners  of the  various
                 partnerships   on  the  sales  of  the   Albuquerque,   Palmdale,
                 Littlerock and Calvert County systems and the  disclosures in the
                 proxy statements  delivered to the limited partners in connection
                 with the limited  partners'  votes on these sales were proper and
                 complete,   and  the  Company  believes  that  the  various  sale
                 transactions  were fair because they were at prices determined by
                 averaging three separate,  independent  appraisals of the various
                 cable communications  systems sold in accordance with the express
                 provisions of the partnerships'  limited partnership  agreements.
                 The  Company  intends  to  defend  the  Gramercy  Park,  Barzler,
                 Trainer, Schumacher and Margolin lawsuits vigorously.
  
                 In  September  1999,  the  Company  filed a motion in the  United
                 States  District  Court for the  District of Colorado  seeking an
                 order  consolidating  all  seven  of the  cases  challenging  the
                 Company's acquisitions of the Albuquerque,  Palmdale,  Littlerock
                 and  Calvert  County  systems  because  these  seven  cases (City
                 Partnership  I, City  Partnership  II,  Gramercy  Park,  Barzler,
                 Trainer, Schumacher and Margolin) involve
  
                                         18
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                 common  questions  of law and fact. A  court-mandated  settlement
                 conference  relating  to all  seven of these  cases  occurred  on
                 November 2, 1999 and another such meeting has been  scheduled for
                 March 14, 2000.
  
                 Litigation Relating to Limited Partnership List Requests
  
                 In July 1999, the Company, each of its subsidiaries that serve as
                 general partners of managed  partnerships and most of its managed
                 partnerships  were named  defendants in a case captioned  Everest
                 Cable Investors, LLC, Everest Properties, LLC, Everest Properties
                 II, LLC and KM Investments,  LLC, plaintiffs v. Jones Intercable,
                 Inc., et al.,  defendants  (Superior  Court,  Los Angeles County,
                 State of California,  Case No. BC 213632). Plaintiffs allege that
                 they had formed a coordinated plan amongst  themselves to acquire
                 up to 4.9% of the limited  partnership  interests  in each of the
                 partnerships  named  as  defendants,  and  that  plaintiffs  were
                 frustrated  in this purpose by the  Company's  refusal to provide
                 plaintiffs  with lists of the names and  addresses of the limited
                 partners of these  partnerships.  The complaint  alleges that the
                 Company's actions  constituted a breach of contract,  a breach of
                 the implied covenant of good faith and fair dealing,  a breach of
                 the  Company's  fiduciary  duty 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 that they have
                 been  injured by such  action in an amount to be proved at trial,
                 but not less than $17 million. In September 1999, the Company and
                 the  defendant   subsidiaries  and  managed   partnerships  filed
                 demurrers  to the  plaintiffs'  complaint  and a hearing  on this
                 matter was held on October 22,  1999.  Discovery  in the case has
                 begun.   The  Company   believes   that  it  and  the   defendant
                 subsidiaries  and  managed  partnerships  have  defenses  to  the
                 plaintiffs'  claims for relief and challenges to the  plaintiffs'
                 claims for  damages.  The Company  intends to defend this lawsuit
                 vigorously  both on its own behalf and on behalf of the defendant
                 subsidiaries and managed partnerships.
  
  
  ITEM 6         EXHIBITS AND REPORTS ON FORM 8-K
  
                 (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
                     15.1 Letter Regarding Unaudited Interim Financial Statements.
  
                     27.1 Financial Data Schedule.
  
                 (b) Reports on Form 8-K:
  
                     We filed  Current  Report on Form 8-K under  Item 5 on August
                     11,  1999  relating  to Comcast  Corporation's  intention  to
                     commence  an offer to  exchange  1.4  shares  of its  Class A
                     Special Common Stock for up to 79% of the combined  number of
                     our Class A Common Stock and Common Stock outstanding.
  
  
  
  
                                         19
  <PAGE>
                       JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 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: November 15, 1999
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         20
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 97576}]
metadata_filer: {"company-data": {"conformed-name": "JONES INTERCABLE INC", "cik": "0000275605", "assigned-sic": "4841", "irs-number": "840613514", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-09953", "film-number": "99756465"}, "business-address": {"street1": "C/O COMCAST CORP", "street2": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148", "phone": "2156651700"}, "mail-address": {"street1": "9697 EAST MINERAL AVENUE", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}}
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:
                                 SEPTEMBER 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 September 30, 1999,  there were 36,937,420  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 SEPTEMBER 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
                       September 30, 1999 and December 31, 1998 (Unaudited)...........................3
  
                       Condensed Consolidated Statement of Operations
                       and Accumulated Deficit for the Nine and Three Months
                       Ended September 30, 1999 and 1998 (Unaudited)..................................4
  
                       Condensed Consolidated Statement of
                       Cash Flows for the Nine Months Ended
                       September 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 September
  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
  September 30, 1999, the related condensed  consolidated  statement of operations
  and  accumulated  deficit for the nine and three months ended September 30, 1999
  and 1998 and the  condensed  consolidated  statement  of cash flows for the nine
  months ended  September 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
  November 4, 1999
  
                                          2
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  PART I   FINANCIAL INFORMATION
  
  ITEM 1   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in thousands, except share data)
                                                                                           September 30,        December 31,
                                                                                               1999                1998
                                                                                           -----------         -----------
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents .........................................................   $    20,788         $     2,586
     Accounts receivable, less allowance for doubtful
        accounts of $4,648 and $2,822 ..................................................        30,611              32,452
     Inventories, net ..................................................................        20,721              20,239
     Other current assets ..............................................................        10,061              28,734
                                                                                           -----------         -----------
           Total current assets ........................................................        82,181              84,011
                                                                                           -----------         -----------
  
  INVESTMENTS ..........................................................................        23,671              19,724
                                                                                           -----------         -----------
  
  PROPERTY AND EQUIPMENT ...............................................................       898,259             818,871
     Accumulated depreciation ..........................................................      (304,749)           (244,631)
                                                                                           -----------         -----------
     Property and equipment, net .......................................................       593,510             574,240
                                                                                           -----------         -----------
  
  DEFERRED CHARGES AND OTHER ...........................................................     1,631,361           1,500,083
     Accumulated amortization ..........................................................      (566,875)           (446,965)
                                                                                           -----------         -----------
     Deferred charges and other, net ...................................................     1,064,486           1,053,118
                                                                                           -----------         -----------
  
                                                                                           $ 1,763,848         $ 1,731,093
                                                                                           ===========         ===========
  
  LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses .............................................   $    91,993         $    89,516
     Accrued interest ..................................................................        22,681              23,265
     Current portion of long-term debt .................................................         2,460               2,237
     Due to affiliates .................................................................        34,880
                                                                                           -----------         -----------
  
           Total current liabilities ...................................................       152,014             115,018
                                                                                           -----------         -----------
  
  LONG-TERM DEBT, less current portion .................................................     1,643,122           1,460,470
                                                                                           -----------         -----------
  
  OTHER LIABILITIES ....................................................................        14,485
                                                                                           -----------         -----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' (DEFICIENCY) EQUITY
     Class A common stock, $.01 par value - authorized, 60,000,000 shares;
        issued, 36,937,420 and 36,143,054 ..............................................           369                 361
     Common stock, $.01 par value - authorized, 5,550,000 shares; issued, 5,113,021 ....            51                  51
     Additional capital ................................................................       504,472             495,116
     Accumulated deficit ...............................................................      (541,033)           (339,923)
     Accumulated other comprehensive loss ..............................................        (9,632)
                                                                                           -----------         -----------
           Total stockholders' (deficiency) equity .....................................       (45,773)            155,605
                                                                                           -----------         -----------
  
                                                                                           $ 1,763,848         $ 1,731,093
                                                                                           ===========         ===========
  See notes to condensed consolidated financial statements.
  
                                          3
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in thousands, except per share data)
                                                                          Nine Months Ended                   Three Months Ended
                                                                            September 30,                        September 30,
                                                                       1999               1998              1999               1998
                                                                     ---------         ---------         ---------         -----------
  REVENUES
     Cable Communications Revenues
        Subscriber service fees ...................................  $ 394,126         $ 300,108         $ 135,477         $ 111,404
        Management fees ...........................................        957            10,080                               2,446
        Distributions and brokerage fees ..........................      3,966            23,049                              18,304
     Non-cable revenue ............................................      2,259             4,484               608               809
                                                                     ---------         ---------         ---------         ---------
                                                                       401,308           337,721           136,085           132,963
                                                                     ---------         ---------         ---------         ---------
  
  COSTS AND EXPENSES
     Cable Communications Expenses
        Operating .................................................    161,034            94,818            51,032            36,458
        Selling, general and administrative .......................     91,213            79,196            31,012            27,234
     Non-cable operating, selling, general and administrative .....      2,504             5,087             1,123               887
     Restructuring charges ........................................     55,400
     Depreciation and amortization ................................    199,668           144,608            75,264            52,768
                                                                     ---------         ---------         ---------         ---------
                                                                       509,819           323,709           158,431           117,347
                                                                     ---------         ---------         ---------         ---------
  
  OPERATING (LOSS) INCOME .........................................   (108,511)           14,012           (22,346)           15,616
  
  OTHER (INCOME) EXPENSE
     Interest expense .............................................     86,549            68,965            31,468            24,781
     Equity in net losses (income) of affiliates ..................      3,026             3,959              (932)            1,067
     Investment income ............................................       (679)           (1,313)             (970)             (566)
     Other expense (income) .......................................      3,703            10,196            (2,426)            4,738
                                                                     ---------         ---------         ---------         ---------
                                                                        92,599            81,807            27,140            30,020
                                                                     ---------         ---------         ---------         ---------
  
  LOSS BEFORE INCOME TAXES ........................................   (201,110)          (67,795)          (49,486)          (14,404)
  
  INCOME TAXES ....................................................
                                                                     ---------         ---------         ---------         ---------
  
  NET LOSS ........................................................   (201,110)          (67,795)          (49,486)          (14,404)
  
  ACCUMULATED DEFICIT
     Beginning of period ..........................................   (339,923)         (259,505)         (491,547)         (312,896)
                                                                     ---------         ---------         ---------         ---------
  
     End of period ................................................  ($541,033)        ($327,300)        ($541,033)        ($327,300)
                                                                     =========         =========         =========         =========
  
  BASIC LOSS FOR COMMON STOCKHOLDERS
     PER COMMON SHARE .............................................  ($   4.81)        ($   1.66)        ($   1.18)        ($    .35)
                                                                     =========         =========         =========         =========
  
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING ...........................................     41,783            40,849            42,050            41,088
                                                                     =========         =========         =========         =========
  See notes to condensed consolidated financial statements.
  
                                          4
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in thousands)
                                                                        Nine Months Ended
                                                                          September 30,
                                                                     1999              1998
                                                                   ---------         ---------
  OPERATING ACTIVITIES
     Net loss                                                      ($201,110)        ($ 67,795)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
        Depreciation and amortization                                199,668           144,608
        Amortization of deferred revenue                              (1,800)
        Loss on sale of assets                                                           3,616
        Noncash interest expense                                         175
        Equity in net losses of affiliates                             3,026             3,959
                                                                   ---------         ---------
                                                                         (41)           84,388
        Changes in working capital and other liabilities              20,932            (4,477)
                                                                   ---------         ---------
                 Net cash provided by operating activities            20,891            79,911
                                                                   ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings                                        183,535           481,346
     Repayments of long-term debt                                       (978)         (232,000)
     Proceeds from Class A Common Stock options exercised              9,364             5,580
     Net transactions with affiliates                                 35,904             3,669
                                                                   ---------         ---------
                 Net cash provided by financing activities           227,825           258,595
                                                                   ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired                              (50,213)         (214,846)
     Capital expenditures                                            (91,207)          (85,045)
     Additions to deferred charges                                   (89,517)          (40,889)
     Proceeds from the sale of assets                                                      350
     Other, net                                                          423             1,261
                                                                   ---------         ---------
                 Net cash used in investing activities              (230,514)         (339,169)
                                                                   ---------         ---------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    18,202              (663)
  
  CASH AND CASH EQUIVALENTS, beginning of period                       2,586             3,595
                                                                   ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period                         $  20,788         $   2,932
                                                                   =========         =========
  See notes to condensed consolidated financial statements.
  
                                          5
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 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 September 30,
           1999,   the  condensed   consolidated   statement  of  operations   and
           accumulated  deficit for the nine and three months ended  September 30,
           1999 and 1998 and the  condensed  consolidated  statement of cash flows
           for the nine  months  ended  September  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 September 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 "SEC").  The
           results of operations for the periods ended  September 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 nine and three months ended  September  30, 1999 and 1998,  the
           Company's  potential  common shares of 16,000 shares,  424,000  shares,
           16,000 shares and 498,000  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.  In June  1999,  Comcast
           acquired an  additional  1.0 million  shares of the  Company's  Class A
           Common  Stock  for  $50.0  million  in a  private  transaction.  As  of
           September 30, 1999,  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 to elect
  
                                          6
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
           approximately 75% of the Board of Directors of the Company. The Company
           is now a consolidated public company subsidiary of Comcast Cable.
  
           In August 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 SEC 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 nine months ended  September 30, 1999, the Company  incurred
           expense  relating to the severance of  approximately  350 corporate and
           field office employees  totaling $39.1 million,  of which $34.9 million
           had been paid and $4.2 million was accrued at September 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 nine
           months ended  September  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,
           $9.5  million had been paid and $6.8  million was accrued at  September
           30,  1999.  Such costs were  included in  restructuring  charges in the
           Company's   condensed   consolidated   statement  of   operations   and
           accumulated deficit during the nine months ended September 30, 1999.
  
           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 $39.5
           million in cash, subject to customary closing  adjustments,  from Cable
           TV Fund 14-A, 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 Calvert County System
           have been 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 SEPTEMBER 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
           and third  quarters 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 September 30, 1999,  the Company had recorded an
           unrealized loss of $9.6 million related to this investment.
  
  5.       LONG-TERM DEBT
  
           Interest Rates
           As of September 30, 1999 and December 31, 1998, the Company's effective
           weighted  average  interest rate on its long-term debt  outstanding was
           7.51% and 6.76%, respectively.
  
           Lines of Credit
           As of  September  30,  1999,  certain  subsidiaries  of the Company had
           unused lines of credit of $270.5 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 nine and three months ended September
           30, 1999,  Comcast charged the Company management fees of $11.9 million
           and $6.1 million, respectively.
  
                                          8
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 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 $74.4 million and $36.1  million,
           respectively,  including $72.9 million and $35.4 million,  respectively
           of  Programming  Charges,  during  the  nine  and  three  months  ended
           September 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 nine and three months ended
           September  30,  1999,  the Company  made  payments to E!  Entertainment
           Television   totaling   $370,000  and   $212,000,   respectively,   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 nine and  three  monthsended  September  30,  1999,  the
           Company's  subscriber  service  fees  revenue  includes   approximately
           $808,000 and $308,000, respectively, relating to QVC.
  
                                          9
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 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 $87.0  million,  $68.7
           million,  $28.7  million  and $27.1  million  during the nine and three
           months ended September 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  lawsuits  pending in federal courts that have been
           filed  against  the  Company  relating  to the  sale  of the  Palmdale,
           Albuquerque, Littlerock and Calvert County cable communications systems
           by  Company-  managed  partnerships  to  the  Company  or  one  of  its
           subsidiaries. The complaints generally allege that the Company acquired
           those systems at a price that did not reflect their fair value and that
           the proxy statements mailed to the limited partners of the partnerships
           that owned these systems were false,  misleading and failed to disclose
           material facts about the cable communications  system market place. 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 they
           withheld  information,  including  lists of the names and  addresses of
           limited  partners,  from the plaintiffs.  The plaintiffs had planned to
           conduct tender offers to purchase  limited  partnership  interests from
           the limited  partners.  The plaintiffs allege that they were injured by
           not receiving the  information  and by not being able to conduct tender
           offers for the limited  partnership  interests.  The Company intends to
           defend this lawsuit  vigorously  on its own behalf and on behalf of its
           subsidiaries and managed partnerships.
  
           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 SEPTEMBER 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 September 30, 1999 were $20.8 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  September  30, 1999 and  December 31,  1998,  our  long-term  debt,
  including current portion, was $1.646 billion and $1.463 billion,  respectively,
  of which 54.7% 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.  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 nine and  three  months  ended  September  30,  1999 and 1998,  we  received
  partnership  distributions  and earned brokerage fees, net of expenses,  of $4.0
  million,  $23.0  million,  zero  and  $18.3  million,  respectively.   Upon  the
  distributions from the sales 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:
  
        Assessment Phase.  Structured  evaluation,  including a detailed inventory
  outlining the impact that the Year 2000 Issue may have on current operations.
  
                                         11
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
        Detailed  Planning  Phase.  Establishment  of  priorities,  development of
  specific  action  steps and  allocation  of  resources  to  address  the  issues
  identified in the Assessment Phase.
  
        Conversion Phase.  Implementation of the necessary system modifications as
  outlined in the Detailed Planning Phase.
  
        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.
  
        Implementation  Phase.  Final roll-out of fully tested  components into an
  operational unit.
  
        Based on an inventory  conducted in 1997, we identified  computer  systems
  that required  modification  or replacement  so that they will properly  utilize
  dates beyond December 31, 1999.  Many of our critical  systems were new and were
  already  Year 2000  compliant  as a result of the recent  rebuild of many of our
  cable  communications  systems.  In  addition,  we have  communicated  with  our
  significant  software suppliers and service bureaus to determine their plans for
  remediating the Year 2000 Issue in their software which we use or rely upon.
  
        As of  October  31,  1999,  we are in the  final  stages  of our Year 2000
  program. We believe that all key systems are Year 2000 compliant.  Other systems
  that required remediation are substantially complete. Further, contingency plans
  have been  created  for our key  systems  and  operations.  Additional  business
  continuity  preparations are being implemented to create post-Year 2000 response
  teams with a centralized command center to further mitigate Year 2000 risk.
  
        Through September 30, 1999, we have incurred approximately $2.5 million in
  connection  with our Year 2000  remediation  program.  We estimate  that we will
  incur between  approximately  $0.5 million to $1.0 million of additional expense
  through December 1999 in connection with our Year 2000 remediation  program. Our
  estimate to complete the remediation plan includes the estimated time associated
  with mitigating the Year 2000 Issue for third party software. However, there can
  be no  guarantee  that the systems of other  companies  on which we rely will be
  converted  on a timely  basis,  or that a failure to convert by another  company
  would not have a material adverse effect on us.
  
        Our management  will continue to  periodically  report the progress of our
  Year 2000 remediation program to the Audit Committee of our Board of Directors.
  
        The costs of the  project  and the date on which we plan to  complete  the
  Year 2000 modifications and replacements are based on our 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 SEPTEMBER 30, 1999
  
  Statement of Cash Flows
  
        Cash and cash equivalents increased $18.2 million as of September 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  provided by operating  activities  amounted to $20.9 million for
  the nine months ended  September  30, 1999,  due  principally  to our  operating
  income before  depreciation and amortization  offset, in part, by the effects of
  the $55.4 million of restructuring  charges  recognized in the second quarter of
  1999 (see Note 3 to our condensed  consolidated financial statements included in
  Item 1).
  
        Net cash provided by financing  activities was $227.8 million for the nine
  months ended  September  30, 1999.  During the nine months ended  September  30,
  1999, we borrowed $183.5 million under subsidiary credit  facilities,  primarily
  for  capital  expenditures,   to  fund  restructuring  costs  and  to  fund  the
  acquisition  of the cable  communications  systems  serving  areas in and around
  Littlerock,  California (the "Littlerock  System") and Calvert County,  Maryland
  (the  "Calvert  County  System").  In  addition,  during the nine  months  ended
  September 30, 1999,  affiliates advanced $35.9 million to us for working capital
  purposes.
  
        Net cash used in  investing  activities  was $230.5  million  for the nine
  months ended September 30, 1999. Net cash used in investing  activities includes
  the acquisition of the Littlerock  System and the Calvert County System,  net of
  cash  acquired,  of $50.2  million,  capital  expenditures  of $91.2 million and
  additions to deferred charges of $89.5 million.
  
                                         13
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  Results of Operations
  
        Our summarized  consolidated  financial information for the nine and three
  months  ended  September  30, 1999 and 1998 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  Nine Months Ended
                                                                       September 30,            Increase / (Decrease)
                                                                    1999          1998              $            %
  
  Revenues ..................................................    $  401.3       $  337.7       $   63.6         18.8%
  Operating, selling, general and administrative expenses ...       254.7          179.1           75.6         42.2
                                                                 --------       --------
  Operating income before depreciation and
     amortization (1) .......................................       146.6          158.6          (12.0)        (7.6)
  Restructuring charges .....................................        55.4                          55.4          NM
  Depreciation and amortization .............................       199.7          144.6           55.1         38.1
                                                                 --------       --------
  Operating (loss) income ...................................      (108.5)          14.0         (122.5)         NM
                                                                 --------       --------
  Interest expense ..........................................        86.6           68.9           17.7         25.7
  Equity in net losses of affiliates ........................         3.0            4.0           (1.0)       (25.0)
  Investment income .........................................        (0.7)          (1.3)          (0.6)        46.2
  Other expense .............................................         3.7           10.2           (6.5)       (63.7)
                                                                 --------       --------
  Net loss ..................................................    ($ 201.1)      ($  67.8)      ($ 133.3)         NM
                                                                 ========       ========
  
                                                                    Three Months Ended
                                                                       September 30,            Increase / (Decrease)
                                                                    1999          1998              $            %
  
  Revenues ..................................................    $  136.1       $  133.0       $    3.1          2.3%
  Operating, selling, general and administrative expenses ...        83.2           64.6           18.6         28.8
                                                                 --------       --------
  Operating income before depreciation and
     amortization (1) .......................................        52.9           68.4          (15.5)       (22.7)
  Depreciation and amortization .............................        75.3           52.8           22.5         42.6
                                                                 --------       --------
  Operating (loss) income ...................................       (22.4)          15.6          (38.0)         NM
                                                                 --------       --------
  Interest expense ..........................................        31.4           24.8            6.6         26.6
  Equity in net (income) losses of affiliates ...............        (0.9)           1.1           (2.0)         NM
  Investment income .........................................        (1.0)          (0.6)          (0.4)        66.7
  Other (income) expense ....................................        (2.4)           4.7           (7.1)         NM
                                                                 --------       --------
  Net loss ..................................................    ($  49.5)      ($  14.4)      ($  35.1)         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 received management fees generally equal to 5% of gross operating revenues of
  our  managed  limited  partnerships.  Upon  the  completion  of the  sale of the
  remaining cable communications systems owned by
  
                                         14
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  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 $63.6 million and $3.1 million increases in revenues for
  the nine and three  month  periods  from 1998 to 1999,  $94.0  million and $24.1
  million are attributable to increases in subscriber service fees, offset by $9.1
  million and $2.5 million  decreases in management  fees, $19.1 million and $18.3
  million  decreases in distributions and brokerage fees and $2.2 million and $0.2
  million decreases in non-cable  revenue.  Of the $94.0 million and $24.1 million
  increases  in  subscriber  service  fees,  $66.3  million and $14.6  million are
  attributable to the effects of the acquisitions of cable communications systems,
  $6.9 million and $3.3  million are  attributable  to  subscriber  growth,  $10.1
  million  and $4.0  million  relate to changes in rates,  $2.2  million  and $0.8
  million are attributable to growth in cable  advertising  sales and $8.5 million
  and $1.4 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 $75.6 million and $18.6 million  increases in operating,
  selling,  general  and  administrative  expenses  for the nine and  three  month
  periods from 1998 to 1999,  $42.3 million and $11.5 million are  attributable to
  the effects of the acquisitions of cable communications  systems,  $12.7 million
  and $5.9 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 $6.7 million and $1.2 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.  In
  addition,  $13.9  million of the  increase in  operating,  selling,  general and
  administrative  expenses  for  the  nine  month  periods  from  1998  to 1999 is
  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.  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  $55.1 million and $22.5 million  increases in depreciation
  and amortization  expense for the nine 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  $17.7  million  and $6.6  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 nine and three  months  ended  September  30,  1999 and 1998,  our
  losses  before  income taxes,  equity in net losses  (income) of affiliates  and
  fixed charges  (interest  expense)  were $111.5  million,  $5.1  million,  $19.0
  million and $11.4 million, respectively.  Such losses were not adequate to cover
  our fixed  charges of $86.6  million,  $68.9  million,  $31.4  million and $24.8
  million  for the nine and  three  months  ended  September  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 nine
  months ended  September  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 SEPTEMBER 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 cable communications  business.  In
                 the opinion of management,  the amount of ultimate liability with
                 respect to these legal proceedings and claims will not materially
                 affect the Company's financial position, results of operations or
                 liquidity.
  
                 In addition,  the Company is a named  defendant in the  following
                 legal proceedings  relating to acquisitions by the Company or one
                 of its subsidiaries of cable communications  systems from several
                 of the  Company's  managed  partnerships  or actions taken by the
                 Company  or one of its  subsidiaries  in their  roles as  general
                 partners of the Company's managed partnerships:
  
                 Litigation  Challenging  the Company's  Acquisition  of the Tampa
                 System
  
                 Since  September  1995,  the Company  has been a  defendant  in a
                 consolidated  civil action filed by limited  partners of Cable TV
                 Fund  12-D,   Ltd.,   one  of  the  Company's   managed   limited
                 partnerships,  captioned David Hirsch,  Marty,  Inc. Pension Plan
                 (by its trustee and  beneficiary,  Martin Ury) and  Jonathan  and
                 Eileen  Fussner,  derivatively  on behalf of Cable TV Fund  12-B,
                 Ltd.,  Cable TV Fund 12-C,  Ltd.  and Cable TV Fund  12-D,  Ltd.,
                 plaintiffs v. Jones  Intercable,  Inc.,  defendant,  and Cable TV
                 Fund  12-BCD  Venture,  Cable TV Fund 12-B,  Ltd.,  Cable TV Fund
                 12-C,  Ltd.  and Cable TV Fund  12-D,  Ltd.,  nominal  defendants
                 (District  Court,  Arapahoe County,  State of Colorado,  Case No.
                 95-CV-1800,  Division 3). The  consolidated  complaint  generally
                 alleged  that 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  communications  system (the "Tampa  System") to a
                 subsidiary of the Company and the  subsequent  trade of the Tampa
                 System  and  other  cable  communications  systems  owned  by the
                 Company in exchange for cable communications  systems owned by an
                 unaffiliated  cable system operator.  The consolidated  complaint
                 also set forth a claim for  breach  of  contract  and a claim for
                 breach of the implied  covenant  of good faith and fair  dealing.
                 Among other things,  the plaintiffs  asserted that the subsidiary
                 of 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 also  challenged the adequacy and  independence of
                 the appraisals.  The consolidated  complaint sought  compensatory
                 damages,  an award  of  attorneys'  fees,  punitive  damages  and
                 certain equitable relief. On October 25, 1999, the district court
                 granted the  Company's  renewed  motion to dismiss or for summary
                 judgment  based  upon  the  August  1998  report  of  independent
                 counsel,  which had concluded that the plaintiffs' claims are not
                 meritorious.  The  plaintiffs  have  the  right  to  appeal  this
                 decision.
  
                 Litigation   Challenging   the  Company's   Acquisitions  of  the
                 Albuquerque, Palmdale, Littlerock and Calvert County Systems
  
                 In  June  1999,  the  Company  was  named a  defendant  in a case
                 captioned City Partnership  Co.,  derivatively on behalf of Cable
                 TV Fund 12-C,  Ltd.,  Cable TV Fund 12-D,  Ltd. and Cable TV Fund
                 12-BCD Venture,  plaintiff v. Jones Intercable,  Inc.,  defendant
                 and Cable TV Fund 12-C,  Ltd., Cable TV Fund 12-D, Ltd. and Cable
                 TV Fund 12-BCD Venture,  nominal defendants (U.S. District Court,
                 District  of  Colorado,   Civil   Action  No.   99-WM-1151)("City
                 Partnership  I")  brought  by City  Partnership  Co.,  a  limited
                 partner  of the named  partnerships.  The  plaintiff's  complaint
                 alleges  that 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
                 communications  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
  
                                         16
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                 limited partners of the partnerships in connection with the votes
                 of the limited  partners on the  Venture's  sale of the  Palmdale
                 System contained inadequate and misleading information concerning
                 the state of the market for cable systems and the fairness of the
                 transaction,  which the  plaintiff  claims  caused 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,  as  amended.  The  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.  The Company has filed motions to dismiss  certain of
                 the plaintiff's  claims for relief. 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.
  
                 In  June  1999,  the  Company  was  named a  defendant  in a case
                 captioned City Partnership  Co.,  derivatively on behalf of Cable
                 TV  Fund  14-B,  Ltd.,  plaintiff  v.  Jones  Intercable,   Inc.,
                 defendant and Cable TV Fund 14- B, Ltd.,  nominal defendant (U.S.
                 District   Court,   District  of   Colorado,   Civil  Action  No.
                 99-WM-1051)("City  Partnership  II") brought by City  Partnership
                 Co., a limited  partner of Cable TV Fund  14-B,  Ltd.  ("Fund 14-
                 B"). The plaintiff's  complaint alleges that 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   communications   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 state of the  market  for cable  systems  and 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, as amended.  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.
                 The  Company  has  filed  motions  to  dismiss   certain  of  the
                 plaintiff's  claims for  relief.  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.
  
                 In August  1999,  the  Company  was named a  defendant  in a case
                 captioned Gramercy Park Investments, LP, Cobble Hill Investments,
                 LP and Madison/AG  Partnership  Value Partners II,  plaintiffs v.
                 Jones Intercable,  Inc. and Glenn R. Jones, defendants, and Cable
                 TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D,
                 Ltd.,  Cable TV Fund 14-A,  Ltd.  and Cable TV Fund  14-B,  Ltd.,
                 nominal  defendants (U.S.  District Court,  District of Colorado,
                 Civil Action No.  99-B-1508)("Gramercy  Park") brought as a class
                 and   derivative   action  by  limited   partners  of  the  named
                 partnerships.   The  plaintiffs'   complaint   alleges  that  the
                 defendants  made false and  misleading  statements to the limited
                 partners  of  the  named  partnerships  in  connection  with  the
                 solicitation of proxies and the votes of the limited  partners on
                 the sales of the  Albuquerque,  Palmdale,  Littlerock and Calvert
                 County cable communications  systems by the named partnerships to
                 the Company or one of its  subsidiaries  in violation of Sections
                 14 and 20 of the Securities Exchange Act of 1934, as amended. The
                 plaintiffs   specifically   allege  that  the  proxy   statements
                 delivered to
  
                                         17
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                 the limited  partners in  connection  with the limited  partners'
                 votes on  these  sales  were  false,  misleading  and  failed  to
                 disclose material facts necessary to make the statements made not
                 misleading.  The  plaintiffs'  complaint  also  alleges  that the
                 defendants  breached their fiduciary duties to the plaintiffs and
                 to the other limited  partners of the named  partnerships  and to
                 the named  partnerships  in connection  with the various sales of
                 the  Albuquerque,  Palmdale,  Littlerock and Calvert County cable
                 communications  systems  to  subsidiaries  of  the  Company.  The
                 complaint   alleges  that  the  Company   acquired   these  cable
                 communications  systems  at  unfairly  low  prices  that  did not
                 accurately  reflect  the  market  values  of  the  systems.   The
                 plaintiffs  seek on their own  behalf  and on behalf of all other
                 limited partners  compensatory and nominal damages, the costs and
                 expenses of the litigation,  including reasonable  attorneys' and
                 experts' fees, and punitive and exemplary damages.
  
                 In August  1999,  the  Company  was named a  defendant  in a case
                 captioned William Barzler,  plaintiff v. Jones  Intercable,  Inc.
                 and Glenn R.  Jones,  defendants  and Cable TV Fund  14-B,  Ltd.,
                 nominal  defendant (U.S.  District  Court,  District of Colorado,
                 Civil  Action  No.  99-B-1604)("Barzler")  brought as a class and
                 derivative action by a limited partner of the named  partnership.
                 The  substance  of the  plaintiff's  complaint  is similar to the
                 allegations  raised  in the  Gramercy  Park case  except  that it
                 relates only to the sale of the Littlerock  cable  communications
                 system by Cable TV Fund 14-B, Ltd.
  
                 In  September  1999,  the Company was named a defendant in a case
                 captioned Sheryle Trainer,  plaintiff v. Jones  Intercable,  Inc.
                 and Glenn R.  Jones,  defendants,  and Cable TV Fund 14-B,  Ltd.,
                 nominal  defendant (U.S.  District  Court,  District of Colorado,
                 Civil  Action  No.  99-B-1751)("Trainer")  brought as a class and
                 derivative action by a limited partner of the named  partnership.
                 The  substance  of the  plaintiff's  complaint  is similar to the
                 allegations  raised  in the  Gramercy  Park case  except  that it
                 relates only to the sale of the Littlerock  cable  communications
                 system by Cable TV Fund 14-B, Ltd.
  
                 In  September  1999,  the Company was named a defendant in a case
                 captioned Mary Schumacher,  Charles McKenzie and Geraldine Lucas,
                 plaintiffs  v.  Jones  Intercable,   Inc.  and  Glenn  R.  Jones,
                 defendants  and Cable TV Fund  12-B,  Ltd.,  Cable TV Fund  12-C,
                 Ltd.,  Cable TV Fund 12-D,  Ltd.,  Cable TV Fund 14-A,  Ltd.  and
                 Cable TV Fund  14-B,  Ltd.,  nominal  defendants  (U.S.  District
                 Court,     District    of    Colorado,     Civil    Action    No.
                 99-WM-1702)("Schumacher")  brought  as  a  class  and  derivative
                 action by three limited partners of the named  partnerships.  The
                 substance  of  the  plaintiffs'   complaint  is  similar  to  the
                 allegations raised in the Gramercy Park case.
  
                 In  September  1999,  the Company was named a defendant in a case
                 captioned  Robert  Margolin,  Henry  Wahlgren and Joan  Wahlgren,
                 plaintiffs  v.  Jones  Intercable,   Inc.  and  Glenn  R.  Jones,
                 defendants  and Cable TV Fund  12-B,  Ltd.,  Cable TV Fund  12-C,
                 Ltd.,  Cable TV Fund 12-D,  Ltd.,  Cable TV Fund 14-A,  Ltd.  and
                 Cable TV Fund  14-B,  Ltd.,  nominal  defendants  (U.S.  District
                 Court,     District    of    Colorado,     Civil    Action    No.
                 99-B-1778)("Margolin")  brought as a class and derivative  action
                 by  three  limited  partners  of  the  named  partnerships.   The
                 substance  of  the  plaintiffs'   complaint  is  similar  to  the
                 allegations raised in the Gramercy Park case.
  
                 The  Company  believes  that  the  procedures  followed  by it in
                 conducting  the  votes of the  limited  partners  of the  various
                 partnerships   on  the  sales  of  the   Albuquerque,   Palmdale,
                 Littlerock and Calvert County systems and the  disclosures in the
                 proxy statements  delivered to the limited partners in connection
                 with the limited  partners'  votes on these sales were proper and
                 complete,   and  the  Company  believes  that  the  various  sale
                 transactions  were fair because they were at prices determined by
                 averaging three separate,  independent  appraisals of the various
                 cable communications  systems sold in accordance with the express
                 provisions of the partnerships'  limited partnership  agreements.
                 The  Company  intends  to  defend  the  Gramercy  Park,  Barzler,
                 Trainer, Schumacher and Margolin lawsuits vigorously.
  
                 In  September  1999,  the  Company  filed a motion in the  United
                 States  District  Court for the  District of Colorado  seeking an
                 order  consolidating  all  seven  of the  cases  challenging  the
                 Company's acquisitions of the Albuquerque,  Palmdale,  Littlerock
                 and  Calvert  County  systems  because  these  seven  cases (City
                 Partnership  I, City  Partnership  II,  Gramercy  Park,  Barzler,
                 Trainer, Schumacher and Margolin) involve
  
                                         18
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                 common  questions  of law and fact. A  court-mandated  settlement
                 conference  relating  to all  seven of these  cases  occurred  on
                 November 2, 1999 and another such meeting has been  scheduled for
                 March 14, 2000.
  
                 Litigation Relating to Limited Partnership List Requests
  
                 In July 1999, the Company, each of its subsidiaries that serve as
                 general partners of managed  partnerships and most of its managed
                 partnerships  were named  defendants in a case captioned  Everest
                 Cable Investors, LLC, Everest Properties, LLC, Everest Properties
                 II, LLC and KM Investments,  LLC, plaintiffs v. Jones Intercable,
                 Inc., et al.,  defendants  (Superior  Court,  Los Angeles County,
                 State of California,  Case No. BC 213632). Plaintiffs allege that
                 they had formed a coordinated plan amongst  themselves to acquire
                 up to 4.9% of the limited  partnership  interests  in each of the
                 partnerships  named  as  defendants,  and  that  plaintiffs  were
                 frustrated  in this purpose by the  Company's  refusal to provide
                 plaintiffs  with lists of the names and  addresses of the limited
                 partners of these  partnerships.  The complaint  alleges that the
                 Company's actions  constituted a breach of contract,  a breach of
                 the implied covenant of good faith and fair dealing,  a breach of
                 the  Company's  fiduciary  duty 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 that they have
                 been  injured by such  action in an amount to be proved at trial,
                 but not less than $17 million. In September 1999, the Company and
                 the  defendant   subsidiaries  and  managed   partnerships  filed
                 demurrers  to the  plaintiffs'  complaint  and a hearing  on this
                 matter was held on October 22,  1999.  Discovery  in the case has
                 begun.   The  Company   believes   that  it  and  the   defendant
                 subsidiaries  and  managed  partnerships  have  defenses  to  the
                 plaintiffs'  claims for relief and challenges to the  plaintiffs'
                 claims for  damages.  The Company  intends to defend this lawsuit
                 vigorously  both on its own behalf and on behalf of the defendant
                 subsidiaries and managed partnerships.
  
  ITEM 6         EXHIBITS AND REPORTS ON FORM 8-K
  
                 (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
                     15.1 Letter Regarding Unaudited Interim Financial Statements.
  
                     27.1 Financial Data Schedule.
  
                 (b) Reports on Form 8-K:
  
                     We filed  Current  Report on Form 8-K under  Item 5 on August
                     11,  1999  relating  to Comcast  Corporation's  intention  to
                     commence  an offer to  exchange  1.4  shares  of its  Class A
                     Special Common Stock for up to 79% of the combined  number of
                     our Class A Common Stock and Common Stock outstanding.
  
                                         19
  JONES INTERCABLE, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 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: November 15, 1999
  
                                         20