1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
AMENDMENT NO. 4
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
Name of Issuer

NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
NORTHLAND COMMUNICATIONS CORPORATION
FN EQUITIES JOINT VENTURE
JOHN S. WHETZELL
Name of Persons Filing Statement

JOHN S. WHETZELL, PRESIDENT JOHN S. SIMMERS, PARTNER
NORTHLAND COMMUNICATIONS CORPORATION FN EQUITIES JOINT VENTURE
1201 THIRD AVENUE, SUITE 3600 2780 SKY PARK, SUITE 300
SEATTLE, WASHINGTON 98101 TORRANCE, CALIFORNIA 90505
(206) 621-1351 (310) 326-3100
Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement

LIMITED PARTNERSHIP INTERESTS 0-16065 N/A
Title or Class of Securities Commission File Number CUSIP Number of Class of Securities

91-1302403
I.R.S. Employer Identification Number

This statement is filed in connection with:
[X] (a) The filing of solicitation materials or an information
statement subject to Regulation 14A to or Rule 13e-3(c) under
the Securities Exchange Act of 1934.

[ ] (b) The filing of a registration statement under the Securities Act of
1933.

[ ] (c) A tender offer.

[ ] (d) None of the above.

[ ] Check box if the soliciting materials or information statement
referred to in box "(a)" are preliminary copies.

CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
- --------------------------------------------------------------------------------
$15,205,049 $3,041(1)
(BASED ON PROJECTED PARTNERSHIP NET CASH VALUE)
- --------------------------------------------------------------------------------
(1) Previously paid.

[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing:
(1) Amount previously paid: $3,041
(2) Form or registration number: SCHEDULE 14A; COMMISSION FILE NO. 0-16065
(3) Filing party: ISSUER/REGISTRANT
(4) Date filed: JANUARY 16, 1998

----------------------
DOCUMENTS INCORPORATED BY REFERENCE

DEFINITIVE SCHEDULE 14A
(FILED MAY 12,1998)
DEFINITIVE ADDITIONAL MATERIALS (FILED
CONCURRENTLY WITH THIS AMENDMENT NO. 4 TO SCHEDULE 13E-3)

----------------------
(See following page for Cross Reference Sheet.)

CROSS REFERENCE SHEET PURSUANT TO GENERAL INSTRUCTION "F" OF SCHEDULE 13E-3

Item in Schedule 13E-3 Location in Proxy Material

1. Issuer and Class of Security Subject to the
Transaction........................................ PROXY STATEMENT: COVER PAGE; INTRODUCTION--GENERAL, AND
--MARKET FACTORS; MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--GENERAL

2. Identity and Background............................ PROXY STATEMENT: CERTAIN AFFILIATES OF THE PARTNERSHIP

3. Past Contracts, Transactions or Negotiations....... PROXY STATEMENT: FINANCIAL STATEMENTS--NORTHLAND CABLE
PROPERTIES FIVE LIMITED PARTNERSHIP; PROPOSED
TRANSACTION--MARKET FACTORS

4. Terms of the Transaction........................... PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--ACQUISITION OF SYSTEMS BY NORTHLAND,
--DETERMINATION BY NORTHLAND NOT TO CLOSE, AND --TERMS OF
THE TRANSACTION

5. Plans or Proposals of the Issuer or Affiliate...... PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--ACQUISITION OF SYSTEMS BY NORTHLAND,
--DETERMINATION BY NORTHLAND NOT TO CLOSE, AND--TERMS OF THE
TRANSACTION; MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--GENERAL

6. Source and Amounts of Funds or Other
Consideration...................................... PROXY STATEMENT: PROPOSED TRANSACTION--ACQUISITION OF
SYSTEMS BY NORTHLAND, --DETERMINATION BY NORTHLAND NOT TO
CLOSE, AND --TERMS OF THE TRANSACTION; PROJECTED CASH
AVAILABLE FROM LIQUIDATION; PROJECTED CASH AVAILABLE IF
CLOSING OCCURS

7. Purpose(s), Alternatives, Reasons and Effects...... PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--BACKGROUND OF PROPOSED TRANSACTION, AND
--MARKET FACTORS; CERTAIN CONSEQUENCES OF THE TRANSACTION;
PROJECTED CASH AVAILABLE FROM LIQUIDATION; PROJECTED CASH
AVAILABLE IF CLOSING OCCURS; FEDERAL INCOME TAX
CONSEQUENCES; CERTAIN CONSEQUENCES OF LIMITED PARTNERS'
DETERMINATION NOT TO SELL; CONFLICTS OF INTEREST

8. Fairness of the Transaction........................ PROXY STATEMENT: COVER PAGE; INTRODUCTION--GENERAL, AND
--CONFLICTS OF INTEREST; PROPOSED TRANSACTION--FAIRNESS OF
THE PROPOSED TRANSACTION, --MARKET FACTORS, --APPRAISAL
PROCESS, AND --SALE PRICE OF THE SYSTEMS

9. Reports, Opinions, Appraisals and Certain
Negotiations....................................... PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--APPRAISAL PROCESS, --SUMMARY OF APPRAISAL,
--MARKET FACTORS, AND --FAIRNESS OF THE PROPOSED
TRANSACTION; CONFLICTS OF INTEREST--CONFLICTS OF INTEREST;
PROJECTED CASH AVAILABLE IF CLOSING OCCURS; EXHIBIT C

10. Interest in Securities of the Issuer............... PROXY STATEMENT: COVER PAGE
11. Contracts, Arrangements or Understandings with
Respect to the Issuer's Securities................. PROXY STATEMENT: CERTAIN CONSEQUENCES OF THE TRANSACTION
--DISSOLUTION PROCEDURE, AND -- THE LIQUIDATING TRUST
12. Present Intention and Recommendation of Certain
Persons with Regard to the Transaction............. PROXY STATEMENT: COVER PAGE

13. Other Provisions of the Transaction................ ++

14. Financial Information.............................. PROXY STATEMENT: PROJECTED CASH AVAILABLE IF CLOSING OCCURS

15. Persons and Assets Employed, Retained or
Utilized........................................... ++

16. Additional Information............................. NOTICE OF SPECIAL MEETING; PROXY; LETTER TO LIMITED
PARTNERS; PROXY STATEMENT; DEFINITIVE ADDITIONAL MATERIALS

17. Material to be Filed as Exhibits................... PROXY STATEMENT: EXHIBIT C, EXHIBIT D; DEFINITIVE ADDITIONAL
MATERIALS

++Not applicable or none.

Capitalized terms not expressly defined herein shall have the same
meaning ascribed to them in the Northland Cable Properties Five Limited
Partnership ("Partnership") Proxy Statement (as defined below). For the purpose
of this Schedule 13E-3, the following capitalized terms shall be ascribed the
following meanings:

"Definitive Additional Material" refers to the letter addressed to the
limited partners of the Partnership filed as Definitive Additional Materials on
Schdedule 14A filed concurrently with this Amendment No. 4 to Schedule 13E-3.

"Schedule 14A" refers to the Partnership's Definitive Schedule
14A filed on May 12, 1998.

"Form of Proxy" shall refer to the form of proxy forming part of
Schedule 14A.

"Limited Partners Letter" shall refer to the letter addressed to the
limited partners of the Partnership forming part of Schedule 14A.

"Notice of Special Meeting" shall refer to the notice of special meeting
of limited partners of the Partnership forming part of Schedule 14A.

"Proxy Statement" shall refer to the proxy statement forming part of
Schedule 14A.

"Units" shall mean limited partnership interests in the Partnership.

All of the above documents are hereby incorporated herein by this reference.

For the purposes of responses to this Schedule 13E-3, cross references
will be made to the Schedule 14A and to information under specified sections of
the documents therein contained.

-----------------------------------------------

ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION

(a) See the Schedule 14A cover page. See also the first paragraph under
"Introduction--General" in the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference.

(b) See the Schedule 14A cover page. See also the second paragraph of the
Proxy Statement cover page. In answer to this Item, such information is
incorporated herein by this reference.

(c) See the first paragraph under "Proposed Transaction--Market Factors"
in the Proxy Statement. In answer to this Item, such information is incorporated
herein by this reference.

(d) During 1996, the Partnership made cumulative cash distributions of $5
per Unit. During 1997, the Partnership made no such distributions. See
"Projected Cash Available If Closing Occurs," and "Management's Discussion and
Analysis of Financial Condition and Results of Operations--General" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.

(e) During the past three years, the Partnership has made no underwritten
public offering of Units for cash which was registered under the Securities Act
of 1933 (the "1933 Act") or exempt from registration thereunder pursuant to
Regulation A.
(f) Since December 31, 1996 the issuer has engaged in one purchase of
four (4) Units of limited partnership interests from one individual for a
purchase price of $500 per unit, the face value of such units, for an aggregate
purchase price of $2,000. The purchase occurred in April, 1997. No affiliate of
the Partnership has purchased any Units during this period.
ITEM 2. IDENTITY AND BACKGROUND

(a)--(c) This Schedule is filed by the Partnership, Northland
Communications Corporation, and FN Equities Joint Venture and John S. Whetzell.

The Partnership is a Washington limited partnership with no directors or
officers. The Managing General Partner of the Partnership is Northland
Communications Corporation, a Washington corporation ("NCC"); the Administrative
General Partner of the Partnership is FN Equities Joint Venture, a California
general partnership ("FNEJV").

The principal business of NCC is locating cable television systems,
negotiating for their acquisition, forming limited partnerships to own the
systems, arranging for the sale of limited partnership interests to investors,
managing the partnerships, and liquidating partnership assets upon dissolution.
NCC is a wholly-owned subsidiary of Northland Telecommunications Corporation, a
Washington corporation ("NTC"). The
4

address of the principal executive offices of each of NCC and NTC is 1201 Third
Avenue, Suite 3600, Seattle, Washington 98101.

The sole partners of FNEJV are FN Equities, Inc. ("FNE"), FN Network
Partners, Ltd., a California limited partnership ("FNPL"), and John Simmers,
the sole owner of FNE. The principal business of each of FNEJV and FNE is to
provide services as administrative general partner of limited partnership cable
television operations. The address of the principal executive offices of each of
FNEJV, FNE, and John Simmers is 2780 Sky Park Drive, Suite 300, Torrance,
California 90505.

For information responsive to Items 2(a)--(d) with respect to NCC and
FNEJV, see "Certain Affiliates of the Partnership" in the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.

John S. Whetzell is a natural person with a business address of 1201
Third Avenue, Suite 3600, Seattle, Washington 98101. For information responsive
to Items 2(c) and (d) with respect to Mr. Whetzell, see "Certain Affiliates of
the Partnership" in the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference.
5
(e) None of the persons or entities identified in response to this Items
2(a) through 2(d) has, during the past 10 years, been involved in any bankruptcy
or other insolvency proceeding, criminal proceeding, civil and administrative
proceeding, or self-regulatory organization proceeding of the kind listed in the
instructions for this Item.

(f) All of the persons identified in Items 2(a) through 2(d) are United
States citizens.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS

(a) (i) See "Statements of Operations--Expenses" and Note 3, both under
"Financial Statements--Audited Financial Statement of Northland Cable Properties
Five Limited Partnership" in the Proxy Statement. See also "Statements of
Operations--Expenses" under "Financial Statements (Unaudited)--Northland Cable
Properties Five Limited Partnership" in the Proxy Statement.

(ii) No contacts, transactions or negotiations have occurred which
would be subject to this Item, except the proposed transaction described in the
Proxy Statement.

(b) No contacts or negotiations have occurred which would be subject to
this Item, except the proposed transaction described in the Proxy Statement. See
"Proposed Transaction--Market Factors. In answer to this Item, such information
is incorporated herein by this reference.

ITEM 4. TERMS OF THE TRANSACTION

(a) See "Introduction--General," "Proposed Transaction--Acquisition of
Systems by Northland," "Proposed Transaction--Determination by Northland Not to
Close," and "Proposed Transaction--Terms of the Transaction", in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.

(b) Because the acquiring entity and the Managing General Partner are
affiliated, the undivided portion of the Systems attributable to the Managing
General Partner's interest in the Partnership will be distributed to the
Managing General Partner in-kind, rather than sold for cash, as is the case for
the other holders of the Partnership's securities. See the second paragraph
under "Proposed Transaction--Terms of the Transaction" in the Proxy Statement.
In answer to this Item, such information is incorporated herein by this
reference.

ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE

(a) See "Introduction--General," "Proposed Transaction--Acquisition of
Systems by Northland," "Proposed Transaction--Determination by Northland Not to
Close," and "Proposed Transaction--Terms of the

Transaction," in the Proxy Statement. In answer to this Item, such information
is incorporated herein by this reference.

(b) See response to Item 5(a) above. In answer to this Item, such
information is incorporated herein by this reference.

(c) Except for the termination of the employment of Partnership employees,
no change in the present management of the Partnership nor of any of the persons
enumerated in Instruction C for whom this Item 5 applies is expected to occur in
relation to, or as a result of, the proposed transaction.

(d) See response to Item 5(a) above. In answer to this Item, such
information is incorporated herein by this reference. With respect to any
material change in the present dividend rate or policy of the Partnership, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--General" in the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference. The General Partners
intend that all indebtedness of the Partnership will be repaid upon consummation
of the proposed transaction. The capitalization of the Partnership will be
materially altered in consequence of the proposed liquidation under the proposed
transaction. The Managing General Partner does not expect any material change to
occur in the present dividend rate or policy, or indebtedness or capitalization
of NCC. The administrative general partner does not expect any material change
to occur in the present dividend rate or policy of, or indebtedness or
capitalization of any of FNEJV or FNE.

(e) See response to Item 5(a) above. In answer to this Item, such
information is incorporated herein by this reference.

(f) Upon liquidation of the Partnership, the Units will become eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "1934 Act"). No such events will occur with respect to
the persons mentioned in Instruction C as a result of, or in relation to, the
proposed transaction.

(g) Upon liquidation of the Partnership pursuant to the proposed
transaction, the Partnership will no longer be obligated to file reports
pursuant to Section 15(d) of the 1934 Act. No such events will occur with
respect to the persons mentioned in Instruction C as a result of, or in relation
to, the proposed transaction.

The General Partners believe that none of the activities or transactions
described in Item 5 should apply to any of the individual persons described in
Instruction C.

ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

(a) See "Proposed Transaction--Acquisition of Systems by Northland" and
"Proposed Transaction--Terms of the Transaction" in the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.

(b) See "Projected Cash Available from Liquidation" and "Projected Cash
Available if Closing Occurs" in the Proxy Statement. In answer to this Item,
such information is incorporated herein by this reference. The Partnership has
paid or will be responsible for paying all of the expenses described in Item
6(b).

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS

(a) See "Proposed Transaction--Background of Proposed Transaction" and the
first paragraph under "Proposed Transaction--Market Factors" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.

7
(b) See "Proposed Transaction--Market Factors" and the final paragraph
under "Proposed Transaction--Background of Proposed Transaction" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.

(c) See the responses to Items 7(a) and 7(b) above. In answer to this
Item, such information is incorporated herein by this reference.

(d) See "Introduction--General," "Certain Consequences of the
Transaction," "Projected Cash Available from Liquidation," "Projected Cash
Available if Closing Occurs" and "Federal Income Tax Consequences" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference

In response to Instruction (2), see also "Certain Consequences of Limited
Partners' Determination Not to Sell," "Proposed Transaction--Fairness of the
Proposed Transaction," and "Conflicts of Interest" in the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.

ITEM 8. FAIRNESS OF THE TRANSACTION

(a) See "Proposed Transaction--Fairness of the Proposed Transaction" in
the Proxy Statement. In answer to this Item, such information is incorporated
herein by this reference.

(b) See "Proposed Transaction" in the Proxy Statement and, in particular,
the subsections thereunder headed "Market Factors," "Appraisal Process," "Sale
Price of the Systems," and "Fairness of the Proposed Transaction". In answer to
this Item, such information is incorporated herein by this reference.

(c) See the first paragraph under "Introduction--General" in the Proxy
Statement. See also the cover page of the Proxy Statement, and
"Introduction--Conflicts of Interest," "Special Factors," and "Conflicts of
Interest--Conflicts of Interest" in the Proxy Statement. In answer to this Item,
such information is incorporated herein by this reference.

(d) Not applicable.

(e) The proposed transaction has received the unanimous consent of the
General Partners.

(f) No firm offer has been made by any unaffiliated person during the
preceding 18 months for a merger, consolidation or purchase or other transfer of
the Partnership, a substantial part of its assets, or securities of the
Partnership providing control of the Partnership.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS

(a) The Partnership received an appraisal performed by Daniels and
Associates, L.P. ("Daniels") concerning the proposed transaction. See "Proposed
Transaction--Appraisal Process" in the Proxy Statement and Exhibit C to the
Proxy Statement. No other outside experts were retained. See the final paragraph
under "Proposed Transaction--Market Factors" in the Proxy Statement. No report
or opinion concerning the fairness of the proposed transaction was prepared. See
the final paragraph under "Proposed Transaction--Fairness of the Proposed
Transaction" in the Proxy Statement. In answer to this Item, such information is
incorporated herein by this reference.

(b) (i) See the final paragraph under "Proposed Transaction--Market
Factors" in the Proxy Statement. In answer to this Item, such information is
incorporated herein by this reference.

(ii) See response to Item 9(b)(i) above. In answer to this Item,
such information is incorporated herein by this reference.

(iii) Daniels was retained by the Partnership on the basis of its
nationally recognized reputation in matters concerning cable brokerage,
appraisal and investment banking. See the final paragraph under "Proposed

Transaction--Market Factors" and the fifth full paragraph under "Conflicts of
Interest--Conflicts of Interest" in the Proxy Statement. In answer to this Item,
such information is incorporated herein by this reference.

(iv) See the fifth full paragraph under "Conflicts of
Interest--Conflicts of Interest" and the entry for "Appraisal Expenses" under
"Projected Cash Value Available if Closing Occurs," together with the note
thereto, in the Proxy Statement. The Partnership will pay the fees and expenses
of Daniels. In answer to this Item, such information is incorporated herein by
this reference.

(v) See the third paragraph under "Introduction--General" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.

(vi) See "Proposed Transaction--Appraisal Process" and "Proposed
Transaction--Summary of Appraisal" in, and Exhibit C to, the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.

(c) The Daniels appraisal shall be made available for inspection and
copying at the principal executive offices of the Partnership during its regular
business hours by any interested holder of limited partnership or general
partnership units in the Partnership or his representative who has been so
designated in writing. Copies of the report are in any event being provided to
all such security holders. See Exhibit C to the Proxy Statement. In answer to
this Item, such information is incorporated herein by this reference.

ITEM 10. INTEREST IN SECURITIES OF THE PARTNERSHIP

(a) See the second paragraph of the cover page of the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.

(b) No transaction in Units was effected during the past 60 days by the
Partnership or by any affiliate of the Partnership.

ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
See the third paragraph of the "Certain Consequences of the Tansaction--
Dissolution Procedure" and "--The Liquidating Trust" sections of the Schedule
14A, together with Exhibit A attached hereto. In answer to this item, such
information is incorporated herein by this reference.

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION

(a) With respect to the voting of Units, see the second paragraph of the
cover page of the Proxy Statement. In answer to this Item, such information is
incorporated herein by this reference. Under the terms of the proposed
transaction, no securities are proposed to be tendered or sold.

(b) See the Limited Partners Letter, the Form of Proxy, the Notice of
Special Meeting, and the Proxy Statement cover page. In answer to this Item,
such information is incorporated herein by this reference.

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION

(a) Dissenter's appraisal rights are not available to partners under
Washington law with respect to a sale of substantially all of the Partnership's
assets and subsequent liquidation. Appraisal rights will not be voluntarily
accorded to dissenting partners in connection with the proposed transaction.
Dissenting partners are protected under state law by virtue of the fiduciary
duty of the General Partners to act with prudence in the business affairs of the
Partnership on behalf of both the General Partners and the Limited Partners.

(b) The issuer or affiliate has not obtained and has made no provision to
obtain independent counsel or appraisal services at the expense of the issuer or
affiliate for the sole benefit of unaffiliated security holders. No provision
has been made to allow unaffiliated security holders to obtain access to the
files of the issuer or affiliate, other than as provided by state law.

ITEM 14. FINANCIAL INFORMATION

(a) Required financial data and statements, both audited and unaudited,
concerning the Partnership are set forth under the heading "Financial
Statements" in the Proxy Statement and are organized as described below. In
answer to this Item, such information is incorporated herein by this reference.

Financial Statements for the Years Ending December 31, 1997 and 1996
(audited)
Auditor's Opinion
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Deficit
Statements of Cash Flows
Notes to Financial Statements

(b) See "Projected Cash Available if Closing Occurs" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.

ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED

(a) Excluding Partnership assets which are proposed to be used as
consideration for the proposed transaction, which proposal is disclosed in Item
6, Partnership assets will be utilized to pay the transaction costs associated
with the proposed transaction. In addition, Partnership employees provided
information in connection with the Daniels appraisal.

(b) No persons have been or are to be employed, retained or compensated by
the Partnership or by any person on behalf of the Partnership to make
solicitations or recommendations in connection with the proposed transaction.

ITEM 16. ADDITIONAL INFORMATION

See the Notice of Special Meeting, Form of Proxy, Limited Partners Letter,
Proxy Statement and Definitive Additional Materials. In answer to this Item,
such information is incorporated herein by this reference.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS

(a) See Exhibit D to the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference. No executed loan
agreement is available at this time.

(b) See Exhibit C to the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference.

(d) Disclosure materials to be furnished to security holders are included
in the Schedule 14A and in the Definitive Additional Materials. In answer to
this Item, such information is incorporated herein by this reference.
See response to Item 16.

(e) Not applicable. See response to Item 13(a)

(f) No persons have been employed by the Partnership to make oral
solicitations or recommendations to security holders.

SIGNATURES

After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.

Dated the 18th day of June, 1998.
<
NORTHLAND CABLE PROPERTIES
FIVE LIMITED PARTNERSHIP

By: NORTHLAND COMMUNICATIONS CORPORATION
(Managing General Partner)

By /s/ JOHN S. WHETZELL
-----------------------------------
John S. Whetzell, President

By /s/ RICHARD I. CLARK
-----------------------------------
Richard I. Clark, Vice President

NORTHLAND COMMUNICATIONS
CORPORATION

By /s/ JOHN S. WHETZELL
------------------------------------
John S. Whetzell, President

By /s/ RICHARD I. CLARK
------------------------------------
Richard I. Clark, Vice President

FN EQUITIES JOINT VENTURE

By: FN EQUITIES, INC., Partner

By /s/ JOHN S. SIMMERS
-----------------------------------
John S. Simmers, Vice President

/s/ JOHN S. SIMMERS
-----------------------------------
JOHN S. SIMMERS, Partner

FN NETWORK PARTNERS, LTD., Partner

By /s/ JOHN S. SIMMERS
---------------------------------
John S. Simmers, General Partner

JOHN S. WHETZELL

/s/ JOHN S. WHETZELL
--------------------------------
John S. Whetzell