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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

JONES PROGRAMMING PARTNERS 1-A, LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
--------------------------------------------------------------------------------

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
LIMITED PARTNERSHIP INTERESTS
----------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:
12,743
----------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): ESTIMATED
VALUE OF ASSETS TO BE SOLD IS BASED UPON THE DISCOUNTED PRESENT VALUE
OF THE FILM RIGHTS OF $945,000.

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

4) Proposed maximum aggregate value of transaction: $945,000
----------------------------------------------------------------------

5) Total fee paid: $189.00

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

[X] Fee paid previously with preliminary materials.

[ ] 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:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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JONES PROGRAMMING PARTNERS 1-A, LTD.
9697 E. MINERAL AVENUE
ENGLEWOOD, COLORADO 80112
(303) 792-3111

NOTICE OF SPECIAL MEETING OF THE LIMITED PARTNERS
OF JONES PROGRAMMING PARTNERS 1-A, LTD.

To the Limited Partners of Jones Programming Partners 1-A, Ltd.:

As your general partner, Jones Entertainment Group, Ltd. (the "General
Partner") believes that it is time to sell all the assets and to dissolve your
partnership, Jones Programming Partners 1-A, Ltd. (the "Partnership").
Accordingly, a special meeting of the limited partners of your Partnership is
to be held at the corporate offices of the General Partner, 9697 E. Mineral
Avenue, Englewood, Colorado, on Monday, November 5, 2001, at 9:30 a.m.,
Mountain Time, for the purpose of obtaining limited partner approval for the
sale to an unaffiliated and as yet unidentified, third party or parties, of
the assets of the Partnership consisting of various rights to original
programming entitled "The Story Lady," "The Little Kidnappers" and "Curacao"
(collectively, the "Film Rights"), followed by the dissolution of the
Partnership.

If the limited partners approve the proposed sale of the Film Rights and
if the Film Rights are sold, the net sale proceeds, if any, will be
distributed by the Partnership to the partners, including the General Partner
which has a one percent interest. Thereafter, your Partnership will be
dissolved. No date for the sale of the Film Rights or the dissolution of the
Partnership has been determined.

The proposal covers the sale of the Film Rights and the ultimate
dissolution of your Partnership (the "Proposal"), and a vote in favor of the
Proposal will constitute a vote in favor of each of these matters. Only
limited partners of record at the close of business on September 28, 2001
will be entitled to notice of and to vote at the meeting. It is important
that all limited partners participate.

The Proposal will be adopted only if approved by the holders of a majority
of the limited partnership interests. Each limited partnership interest entitles
the holder thereof to one vote on the Proposal. Abstentions and non-votes will
be treated as votes against the Proposal. A properly executed proxy card
returned to the General Partner on which a limited partner does not mark a vote
will be counted as a vote in favor of the Proposal. Because limited partners do
not have dissenters' or appraisal rights in connection with the proposed sale of
the Film Rights, if the holders of a majority of the limited partnership
interests approve the Proposal, all partners, including the General Partner,
will receive a distribution of the net sale proceeds, if any, in accordance
with the

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procedures proscribed by the limited partnership agreement regardless of how or
whether they vote on the Proposal.

Also included in this package is the most recent financial and other
information prepared regarding your Partnership.

Jones Entertainment Group, Ltd., as General Partner of your Partnership,
urges you to sign and return the enclosed proxy card as promptly as possible in
the enclosed envelope -- whether or not you plan to attend the meeting. If you
do attend the meeting, you may withdraw your proxy at that time.

JONES ENTERTAINMENT GROUP, LTD.
General Partner

/s/ Lorri Ellis
-------------------------------------
Lorri Ellis
Secretary

October 4, 2001

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JONES PROGRAMMING PARTNERS 1-A, LTD.
9697 E. MINERAL AVENUE
ENGLEWOOD, COLORADO 80112
(303) 792-3111

PROXY STATEMENT

SPECIAL MEETING OF THE LIMITED PARTNERS
OF JONES PROGRAMMING PARTNERS 1-A, LTD.

This Proxy Statement and the accompanying Proxy are being furnished for
use at the Special Meeting of the limited partners of Jones Programming Partners
1-A, Ltd., a Colorado limited partnership (the "Partnership"), by Jones
Entertainment Group, Ltd., the General Partner of the Partnership (the "General
Partner"), on behalf of the Partnership, for the purpose of obtaining limited
partner approval of the sale of the Partnership's assets, consisting of various
rights to original programming entitled "The Story Lady," "The Little
Kidnappers" and "Curacao" (collectively, the "Film Rights"), followed by
dissolution of the Partnership (collectively, the "Proposal"). THE GENERAL
PARTNER HAS APPROVED THE TRANSACTIONS CONTEMPLATED BY THE PROPOSAL AND
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

The Special Meeting will be held on Monday, November 5, 2001, at 9:30 a.m.,
Mountain Time, at the corporate offices of the General Partner located at 9697
E. Mineral Avenue, Englewood, Colorado 80112.

Proxies in the form enclosed, properly executed and duly returned, will be
voted in accordance with the instructions thereon. Limited partners are urged to
sign and return the enclosed proxy card as promptly as possible. Proxies cannot
be revoked except by delivery of a proxy dated as of a later date, by voting
in person at the Special Meeting, or by giving written or oral notice of
revocation to the Secretary of the General Partner. Officers and
other employees of the General Partner may, on behalf of the Partnership,
solicit proxies by mail, by fax, by telephone or by personal interview.
The General Partner may adjourn the Special Meeting, from time to time, and
continue to solicit proxies if the holders of a majority of the limited
partnership interests have not voted on the Proposal. If the General Partner
adjourns the meeting, the limited partners will be informed by mail of the
reason for the adjournment and when the meeting will be resumed. The cost of
the proxy solicitation will be paid by the Partnership. See "Voting on the
Proposal."

The Partnership has only one class of limited partners and no limited
partner has a right of priority over any other limited partner. The
participation of the limited partners is divided into limited partnership
interests and each limited partner owns one limited partnership interest

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for each $500 of capital contributed to the Partnership. The General Partner and
its affiliates do not own any limited partnership interests.

THE PROPOSAL IS SUBJECT TO NUMEROUS RISK AND OTHER FACTORS. SEE "RISK
FACTORS" FOR A MORE COMPLETE DISCUSSION OF RISK FACTORS THAT SHOULD BE
CONSIDERED BY LIMITED PARTNERS REGARDING THE PROPOSAL.
THE TRANSACTIONS DESCRIBED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION
PASSED UPON THE FAIRNESS OR THE MERITS OF SUCH TRANSACTIONS NOR UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The approximate date on which this Proxy Statement and Form of Proxy are
being sent to limited partners is October 4, 2001.

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TABLE OF CONTENTS

<Table>

SUMMARY......................................................................... 8
The Film Rights............................................................ 8
Potential Value of the Film Rights......................................... 9
Possible Methods of Sale................................................... 10
Dissolution of the Partnership if the Proposal is Approved................. 11
Effect of the Proposal..................................................... 11
Reasons for the Proposal................................................... 11
Consideration of Alternatives.............................................. 12
Federal Income Tax Consequences............................................ 12
The General Partner's Recommendation....................................... 12
Participation of the General Partner....................................... 12

RISK FACTORS.................................................................... 13
The Amount of Sales Proceeds and Distributions to the Limited
Partners is Uncertain.................................................... 13
You Will Have No Opportunity to Approve the Specific Terms of Any Sales.... 13
The Status of Certain Film Rights May be Unclear........................... 13
You Might Receive Less Money if the Proposal is Approved................... 14
The Market for the Film Rights is Uncertain and the Sales Prices for the
Partnership's Film Rights may be Low..................................... 14
You Will Have No Appraisal or Dissenter's Rights........................... 14
No Independent Representative Will be Retained for Limited Partners........ 14
Unfavorable Tax Consequences of Sale....................................... 15

THE PROPOSAL.................................................................... 15
General.................................................................... 15
Proxy Solicitation ........................................................ 15
Proposal to Sell the Partnership's Film Rights............................. 15
Retention of Sales Agent................................................... 16
Timing of Asset Sales if the Proposal is Approved.......................... 17
Consequences of the Partnership Not Approving the Proposal or if
the Film Rights are Not Sold............................................. 17
Potential Prices for the Film Rights....................................... 17
Potential Value of the Film Rights......................................... 17
Reasons for the Proposal................................................... 19
Distribution Objectives Met........................................... 19
The Partnership is Over 11 Years Old and is Ready to
Cease Operations and Dissolve...................................... 19
Avoiding Ongoing Operating Costs of Partnership....................... 19
Lack of Significant Current Revenue .................................. 19
Benefits of Selling a Film Library.................................... 20
Taxes................................................................. 20
</Table>

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<Table>

Consideration of Alternatives.............................................. 20
Steps to Implement the Proposal............................................ 21
Estimated Selling Costs.................................................... 21

THE PARTNERSHIP................................................................. 22
General.................................................................... 22
Principal Assets........................................................... 22
Amounts Invested and Cash Distributions.................................... 26
Cash Distributions......................................................... 26
Transactions Between the General Partner and the Partnership............... 26
No Trading Market.......................................................... 27
List of Limited Partners................................................... 27
Books and Records.......................................................... 27
Legal Proceedings.......................................................... 27

VOTING ON THE PROPOSAL.......................................................... 27
Vote Required; Principal Holders........................................... 27
Proxies; Revocation........................................................ 28
Solicitation............................................................... 28
No Appraisal or Dissenters' Rights Provided................................ 29
Recommendation of the General Partner...................................... 29

FEDERAL INCOME TAX CONSEQUENCES................................................. 29
General.................................................................... 29
Taxable Gain or Loss Upon Sale of Programming Assets....................... 30
Dissolution of the Partnership............................................. 30
Capital Gains Tax.......................................................... 31
Passive Loss Limitations................................................... 31

DOCUMENTS INCLUDED.............................................................. 32

FORWARD-LOOKING STATEMENTS...................................................... 32

OTHER MATTERS................................................................... 32
Incorporation by Reference................................................. 32

FORM OF PROXY................................................................... A-1
</Table>

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SUMMARY

This summary highlights selected information from this proxy statement, but
may not contain all of the information that is important to you. This proxy
statement includes specific terms of the Proposal, information about the
Partnership and its financial status. We encourage you to read this proxy
statement, including the "Risk Factors" section, the attachments and the
documents incorporated by reference before making a decision on how to vote on
the Proposal.

THE FILM RIGHTS

The Partnership's Film Rights consist of various interests in the three
films described below. The Partnership does not own all of the various rights in
all of the three films. See "The Partnership, Principal Assets."

o THE LITTLE KIDNAPPERS. In January 1990, the General Partner, on behalf
of the Partnership, entered into an agreement with Jones Maple Leaf
Productions to produce a full-length feature film for television
entitled "The Little Kidnappers." The total film cost was
approximately $3,200,000. Of this amount, the Partnership invested
approximately $2,794,000, which included a production and overhead fee
of $300,000 paid to the General Partner. From inception to June 30,
2001, the Partnership recognized approximately $3,036,000 of
revenue from this film, which includes the initial license fees of
approximately $1,365,000 from The Disney Channel and the Canadian
Broadcasting Corporation, which were used to finance the film's
production. As of March 1999, the Partnership had amortized its net
investment in this film. Revenues to the Partnership from The Little
Kidnappers for the year 2000 and the six months ended June 30, 2001
were $469 and $33,587, respectively.

o THE STORY LADY. In April 1991, the General Partner, on behalf of the
Partnership, entered into an agreement with NBC Productions, Inc.
("NBC") for the production of a full-length, made-for-television film
entitled "The Story Lady." The total cost of the film was
approximately $4,300,000. Of this amount, the Partnership invested
approximately $1,183,000 in return for worldwide distribution rights
to this film, excluding United States and Canadian broadcast
television rights. The Partnership licensed back the foreign rights to
NBC for an eight year term (which expired at the end of 1999 and was
extended until July 12, 2001, when it terminated) and the Partnership
retained domestic distribution rights, principally home video,
non-network free television, pay television and non theatrical.
Included in the total amount invested is a production and overhead fee
of $120,000 paid to the General Partner. From inception to June 30,
2001, the Partnership recognized approximately $2,299,000 of revenue
from this film. As of December 1995, the Partnership has amortized
its net investment in this film. Revenues to the Partnership from
The Story Lady for the year 2000 and the six months ended June 30,
2001 were $0.

o CURACAO. In October 1992, the General Partner, on behalf of the
Partnership, entered into an agreement with Showtime Networks, Inc.
("Showtime") for the production of a full-length made-for-television
film entitled "Curacao." The total production cost of the film
incurred by the Partnership was approximately $4,410,000. In addition
to the

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costs of production, the Partnership paid the General Partner $500,000
as a production and overhead fee for services rendered in connection
with arranging the Showtime presale and supervising production of this
picture. From inception through June 30, 2001, the Partnership
recognized approximately $4,064,000 of revenue from this film, which
includes the initial license fee, home video advances and certain
talent costs from Showtime of $2,650,000, which was used to finance
the film's production. In December 1999, after consideration of
amortization and write-downs, the Partnership fully amortized its net
investment in this film. Revenues to the Partnership from Curacao for
the year 2000 and the six months ended June 30, 2001 were $26,807
and $1,162, respectively.

POTENTIAL VALUE OF THE FILM RIGHTS

To obtain assistance in determining the potential value of the Film Rights,
the Partnership has retained the services of Tulip Media Ltd. ("Tulip"), Los
Angeles, California, which conducted the valuation in consort with Marrinan
Multimedia Group Inc. ("MMG"). As compensation for such valuation services, the
Partnership has paid or is obligated to pay Tulip $5,500 plus reimbursement of
certain expenses. The principals of Tulip and MMG have years of worldwide film
and production experience. Except as described in this paragraph, neither Tulip
nor MMG has any prior relationship with the Partnership, the General Partner or
any of the Films. Todd P. Leavitt, the principal shareholder (through nominees)
of Tulip, previously was employed at NBC Productions, Inc. at the time the
Partnership entered into its agreement with NBC with respect to the film "The
Story Lady" and was actively involved on behalf of NBC in negotiating the
agreement. Tulip has also been retained as the Partnership's exclusive agent to
sell the Film Rights. Tulip was selected based on a recommendation from the
General Partner's outside counsel regarding film matters and after
negotiation of the terms of the engagement of Tulip.

The Partnership instructed Tulip to undertake an arm's-length,
independent valuation of the present value of the worldwide revenue
opportunities to be derived from the Films during the balance of each Film's
copyright, its useful life. The sole limitation imposed was the understanding
that, based on Tulip's time estimate, that Tulip not expend in excess of
fifteen hours, at its negotiated hourly rate, in undertaking the valuation.
Tulip later informed the Partnership that it was not able to complete its
review of rights status, historical performance or subjective quality of
individual Films within such time frame. The Partnership and Tulip negotiated
an additional fee in order for Tulip to complete its review.

In arriving at its estimate of the fair market value of the Film Rights,
Tulip reviewed the potential sales opportunity for each Film on a worldwide,
media-by-media, territory-by-territory basis. In each case, sales estimates for
each media and each territory were made with "low," "mid-value" and "high"
cases. Tulip has categorized each of the Films as "mid-value" (which refers to
Tulip's general subjective expectation regarding the revenue generating capacity
of the Films). Tulip prepared hypothetical sales results of the Film Rights over
a ten-year period beginning July 2001. Sales were projected with an initial
re-run value (assuming all Films have been previously licensed in all major
territories) and a residual value for additional sales income during the balance
of the ten-year period. In its estimated valuation, Tulip also made the
following assumptions:

o all sales results are subject to a hypothetical distribution fee of
35% of gross revenues and a hypothetical distribution/marketing
expense recoupment of 5% of gross revenues. Such fees and expenses
would be paid to third party distributors and vendors as part of
the distribution processes in various media and reflect typical
industry arrangements (and costs thereof) which potential buyers
will likely take into account in determining whether there will be
an adequate return on investment.

o residual value after ten years was at 10% of all re-run values.

o Union/guild residual payments are estimated to be 11% of sales revenue
for all Films.

Based on the above approach, Tulip concluded that the fair market value of
the Film Rights, discounted at various interest rates to arrive at net present
values rounded to the nearest thousand ("NPV"), is as follows:

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<Table>
<Caption>
Net Present Value of NPV of Little NPV of the Story NPV of
Discount Interest Rate All Film Rights Kidnapper Rights Lady Rights Curacao Rights
---------------------- -------------------- ---------------- ---------------- --------------

8% $945,000 $243,000 $372,000 $330,000
10% $882,000 $230,000 $351,000 $302,000
12% $826,000 $217,000 $332,000 $277,000
15% $753,000 $201,000 $308,000 $245,000
</Table>

Tulip's use of a range of discount rates reflects what Tulip believes
the capital markets would use and what potential purchasers are likely to use
in their own evaluations. As with any valuation exercise, the results
suggested are hypothetical and are the reflection of reasonable reliance upon
historical performance as well as current market-place factors, including
whether the Film is in the English language, the age of the Film, the time
periods for the distribution rights, and the trends in the various possible
film markets. Such factors are subject to constant variation on a
media-by-media and territory-by-territory basis. Further, factors unique to
any specific Film, such as cast and genre, can result in significant
variations in marketplace performance. Tulip considered, to the extent
relevant, all of such factors in reaching its evaluation that the
Partnership's Film Rights were all "mid value." Accounts receivable of the
Films were not deemed to have a material effect on the amount available for
distribution. Rights availabilities by media and territory were assumed by
Tulip, based on information provided by the Partnership. There is no
assurance that the Partnership will be able to sell the Film Rights for the
values described above or at any specific prices.

POSSIBLE METHODS OF SALE

Currently there are no buyers for the Film Rights and the actual prices at
which the Film Rights may be sold have not yet been determined. The Film Rights
may be sold as one package, or separately in a number of transactions or may be
sold in various combinations. Neither the General Partner nor its affiliates
will bid on or purchase any of the Partnership's Film Rights. Buyers may be
sought in the following ways:

o NEGOTIATED SALES -- The Partnership has entered into an agreement with
Tulip, an unaffiliated broker, to sell the Partnership's Film Rights
on an exclusive basis through December 31, 2001. The brokerage fee is
ten percent (10%) of the sale proceeds. Tulip will seek to sell the
Film Rights through direct contact with unaffiliated potential
purchasers and negotiating sales prices and terms with them. The owner
of some of the rights associated with a film may be a potential
purchaser.

The General Partner is also the general partner of Jones Programming
Partners 2-A, Ltd., a publicly held limited partnership which owns
certain rights in two films. That partnership is also seeking to sell
its film rights and to dissolve. The General Partner may combine the
films of such partnership with those of the Partnership in an effort
to attract buyers with a larger, more diversified offering. In such an
instance, the sale proceeds would be divided either according to
actual, separate sales prices (if determinable) or by appraisal, or by
such method that the General Partner believes to be the most accurate
method. The General Partner does not have a greater percentage
interest in one or the other selling partnership. It would not receive
any relatively greater amount from one or the other depending on which
entity happens to receive more proceeds.

o BID - A possible method of sale will be through a bid procedure. Bids
may be solicited from unaffiliated third parties for the sale of the
Films as one package, but bids may be considered for less than all of
the Films or for a portion of the Rights associated with each Film. If
a bid process is used, the General Partner will determine if a minimum
bid price will be established; however, the highest bid price from an
unaffiliated third party, if any, may not necessarily be accepted, if,
in the judgement of the General Partner, the bid does not reflect the
value of the Film Rights involved. The bid process will likely be used
only in conjunction with the broker the Partnership has retained.

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DISSOLUTION OF THE PARTNERSHIP IF THE PROPOSAL IS APPROVED

If the limited partners approve the Proposal, the Partnership will seek to
sell all of its assets, wind up its business and dissolve. The Partnership
will receive only cash for the Film Rights, although some deferred payment
arrangements could be made for some or all of the Film Rights, if that is in
the best interests of the Partnership. Limited partners will receive cash
distributions, if any, in amounts according to their respective percentage
ownership interests in the Partnership. See "The Proposal--Effect of the
Proposal."

EFFECT OF THE PROPOSAL

The event of future sales proceeds is not known in the absence of any
actual buyers. After payment of (and reserves for) Partnership obligations, any
remaining sales proceeds will be used to make distributions to the partners in
the Partnership and the Partnership will be dissolved. Partnership
obligations will include expenses of sale (including the 10% sales commission
and legal expenses), amounts owed to the General Partner and to third
parties, and potentially, the legal costs and expenses of resolving the
disputes with NBC. The total amount of such obligations is not determinable in
part because actual sales proceeds are not known, nor is the outcome of the
NBC disputes. All of such obligations will be paid or reserved for prior to
distributions being made to the limited partners. Any such distribution(s)
will result in the acceleration of the distribution to limited partners of
the remaining value of the Partnership's assets. However, the limited
partners in any event are not expected to receive a return of the amount of
their initial investments. Interests in the Partnership were offered at $500
per interest, with a minimum purchase of 10 interests. As of June 30, 2001,
limited partners had received aggregate distributions of $335 per $500
interest. Because of uncertainties concerning the value of the Film Rights,
no assurance is given that there will be any cash to be distributed to the
limited partners from the sale of the Film Rights.

As of June 30, 2001, the General Partner had a deficit in its capital
account of approximately $55,000, which will change depending largely in the
sales price for the Partnership's Film Rights and the tax allocation
provisions of the partnership agreement of the Partnership. Under the
partnership agreement, the General Partner is required on dissolution to
account to the Partnership for the lesser of (i) the deficit in its capital
account or (ii) 1.01% of the amount of capital contribution of the limited
partners, less the capital contribution of the General Partner. The latter of
the two amounts is approximately $64,000.

REASONS FOR THE PROPOSAL

The General Partner believes that the continuation of the Partnership's
operations is no longer justified and that it is in the best interests of
limited partners to dissolve the Partnership at this time because:

o The original expected life of the Partnership (6 to 8 years) has been
exceeded. The Partnership was formed in 1989.

o Our distribution objectives have been met. The films have been through
at least one distribution cycle already. The last phase of operations
is to dispose of our library of film rights.

o The Partnership has very little current cash flow.

o Our fixed administrative costs continue while revenues have greatly
decreased.

o No capital is available to develop additional programming.

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o "The Story Lady" revenue prospects are uncertain because NBC has not
recovered its original investment plus imputed interest. The
Partnership has disputed the claimed interest amount. NBC also has
made claims regarding the proper allocation of revenues from this film
which the Partnership is disputing, and in any event the Partnership
does not have the funds to satisfy such claims.

o Approving the sale of the Partnership's assets at this time will
accelerate your receipt of any remaining net cash value of the
Partnership's assets.

o Upon the sale of the Film Rights, in addition to realizing long-term
capital gain, there may be unrealized passive losses which the limited
partners could claim in the year in which the Partnership completes
the sale of all the Film Rights. Through December 31, 2000, the amount
of such losses was approximately $108 per each interest.

o The Partnership may have an opportunity to sell one or more Film
Rights as part of a package where the same Film Rights would be more
difficult to sell individually because of the lack of interest in that
specific film (i.e., a popular film may be bundled with less popular
ones as a way to sell the latter).

CONSIDERATION OF ALTERNATIVES

The General Partner has given consideration to alternatives before
submitting the Proposal to you for approval. The General Partner believes
that the only real alternative to the sale of the Film Rights is the
continued operation of the Partnership. See "The Proposal--Consideration of
Alternatives."

FEDERAL INCOME TAX CONSEQUENCES

Limited partners that are subject to federal income tax are expected to
realize and recognize taxable gain or loss, or a combination of both gain and
loss, on the sale of Film Rights and the dissolution of the Partnership. For a
more complete discussion of the federal income tax consequences of a sale of
assets and partnership dissolution, see "Federal Income Tax Consequences."

THE GENERAL PARTNER'S RECOMMENDATION

Jones Entertainment Group, Ltd., in its capacity as General Partner of the
Partnership, recommends that limited partners of the Partnership vote "FOR" the
Proposal. The General Partner believes the terms of the Proposal are fair to
limited partners. See "Risk Factors."

PARTICIPATION OF THE GENERAL PARTNER

The General Partner will share in any net proceeds of the sale of the
Film Rights through the General Partner's one percent (1%) interest in the
profits/losses and distributions of the Partnership. It will receive no
compensation from the sale of the Film Rights.

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RISK FACTORS

In addition to the other information contained in this proxy statement, the
following factors should be considered carefully in evaluating how to vote on
the Proposal.

THE AMOUNT OF SALES PROCEEDS AND DISTRIBUTIONS TO THE LIMITED PARTNERS IS
UNCERTAIN

The General Partner has not determined at what price or prices it expects
to sell the Film Rights, nor is there a minimum price set for any of them. The
General Partner has obtained an independent valuation of the Film Rights from
Tulip. Appraisals are only estimates of value and there is no assurance that the
Film Rights will be sold for the appraised price or at all. Tulip has experience
in selling film rights, including films which have been through cycles of
distribution and are not producing large revenue amounts.

Two of the Films, "Little Kidnappers" and "Curacao" are not presently
generating any significant revenues and it is uncertain at what prices they can
be sold. The third Film, "The Story Lady" has been producing some revenue, but
the Partnership owns only certain limited distribution rights regarding this
Film (as opposed to the copyright and other rights in the work itself). In
addition, there are outstanding disputes with NBC, which produced the film,
regarding (i) the amount of fees owed NBC for the statement periods June 30,
1993 to December 31, 1994 for distribution of the film in ancillary markets
(such as in airplanes) and (ii) whether NBC is entitled to first receive
interest on its film production costs before the Partnership shares in certain
past and future revenues. The Partnership's principal basis for disputing the
NBC claims is the lack of required timeliness of NBC in claiming the amounts
owed. NBC denies any lack of timeliness. These disputes will likely adversely
affect the ability of the Partnership to either sell its rights regarding this
Film or to realize as high a price as it would otherwise realize. The
Partnership has had only limited discussions with NBC to resolve these disputes,
which have not been fruitful. No assurance can be given that such disputes will
be timely or favorably resolved. Litigation could result because of the disputes
with NBC. In addition, no assurance can be given that the Partnership would be
able to pay NBC if NBC's positions are upheld. There exists the possibility that
the Partnership and NBC will negotiate a settlement of their disputes which will
result in NBC acquiring some or all of the Partnership's rights in this Film.
The terms of any such future settlement cannot be predicted. The Partnership
will withhold proceeds from the sale of the Film Rights in order to provide
for a resolution of its disputes with NBC, including amounts necessary to cover
legal costs and expenses. This will reduce or even eliminate any amounts that
otherwise would be distributed to the Limited Partners. The Partnership does
not intend to distribute any amounts to limited partners that would be
recoverable by NBC if litigation results over these disputes, nor will the
limited partners be assessed for any amounts, or made to return any prior
distributions.

YOU WILL HAVE NO OPPORTUNITY TO APPROVE THE SPECIFIC TERMS OF ANY SALES

Because the Film Rights will not be sold until limited partners approve the
Proposal, no purchasers or purchase prices have yet been determined. In voting
for the Proposal, limited partners do not have the opportunity to approve or
reject the specific terms of any particular sale of any Film Rights to third
parties, including the sales prices.

THE STATUS OF CERTAIN FILM RIGHTS MAY BE UNCLEAR

The Film Rights consist of a variety of rights granted or provided by a
number of parties and which concern different media and territories. The General
Partner believes that the Partnership possesses the necessary ownership of these
rights to satisfy potential buyers of the Film Rights. However, there may be
lack of certainty in some cases regarding such matters as termination rights,
the provision of reports, renewal rights, division of proceeds, rights of first

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negotiation, and other matters. In such instances, the Partnership may be
required to obtain third party consents, waivers or other clarification, and may
be required to provide compensation to such parties. There is no assurance that
the Partnership will be successful in such efforts. In addition, the failure to
fully document all of the Partnership's Film Rights could affect the timing of
the sale and the price obtained for such rights.

YOU MIGHT RECEIVE LESS MONEY IF THE PROPOSAL IS APPROVED

Although you might receive the value of your interest in the Partnership
sooner and in one lump sum payment if the Partnership's assets are sold now,
you might receive a smaller amount upon dissolution than if the Partnership's
operations continue and if cash distributions are made in the future. However,
it is unlikely that the Partnership will make any future distributions from
regular operations.

THE MARKET FOR THE FILM RIGHTS IS UNCERTAIN AND THE SALES PRICES FOR THE
PARTNERSHIP'S FILM RIGHTS MAY BE LOW

The General Partner believes that there is no ready or established market
for films like the ones represented by the Film Rights. Instead, sellers rely on
contacts within the industry to assist in finding buyers and negotiating deals.
The Partnership will therefor encounter some difficulty in finding potential
buyers for the Film Rights. Because the Films are several years old and because
they have been through at least one distribution cycle (i.e. licensing and
re-licensing the Films in the various media and in various geographic areas),
they are not expected to attract a large number of buyers. All those factors may
result in low prices being offered by buyers, or no offers at all. Also,
general economic conditions and current world events may negatively affect
sales prices.

YOU WILL HAVE NO APPRAISAL OR DISSENTER'S RIGHTS

If the Proposal is approved, limited partners have no right to ask for
appraisal or dissenters' rights relating to the sale and dissolution described
herein. This may result in a lower amount received than if such rights were
available, as they are for corporate shareholders.

NO INDEPENDENT REPRESENTATIVE WILL BE RETAINED FOR LIMITED PARTNERS

The General Partner will not retain an independent representative to act on
behalf of the limited partners in the Partnership in structuring and negotiating
the terms and conditions for implementation of the Proposal. No limited partners
were empowered to negotiate the terms and conditions of the Proposal or to
determine what procedures should be in place to safeguard the rights and
interests of the limited partners. In addition, no investment banker, attorney,
financial consultant or expert was engaged to represent the interests of the
limited partners. On the contrary, the General Partner has been responsible for
structuring all the terms and conditions of the Proposal.

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UNFAVORABLE TAX CONSEQUENCES OF SALE

For tax purposes, the costs of the Film Rights have been written off, with
the exception of the estimated salvage value for each film. Thus, any amounts
received on the sale of the Film Rights in excess of the salvage value will be a
taxable gain. To the extent the gains do not exceed the original cost of the
Film Rights, they will be taxed as ordinary income due to the depreciation
recapture provisions of IRC Section 1245. It is anticipated that all gains or
losses will be treated as ordinary. There may be unrecognized passive losses
which the limited partners can deduct in the year in which the Partnership
completes the sale of all the Film Rights. Such passive losses could be as
high as approximately $108 per limited partner interest, if such losses have
not been previously deducted. See "Federal Income Tax Consequences."

THE PROPOSAL

GENERAL

This proxy statement is submitted on behalf of the Partnership by Jones
Entertainment Group, Ltd. in its capacity as the General Partner of the
Partnership to ask your approval of a proposal to sell to unaffiliated and as
yet unidentified, third party or parties, all of the Partnership's film
programming assets consisting of various rights to original films entitled
"The Story Lady," "The Little Kidnappers" and "Curacao," followed by the
dissolution of the Partnership.

PROXY SOLICITATION

This proxy statement is furnished in connection with the Special Meeting
of the limited partners of the Partnership to be held at 9:30 a.m., Mountain
Time, at the corporate offices of the General Partner, at 9697 E. Mineral
Avenue, Englewood, Colorado 80112. Proxies in the form enclosed, properly
executed and duly returned, will be voted in accordance with the instructions
thereon. Limited partners are urged to sign and return the enclosed proxy
card as promptly as possible. Proxies cannot be revoked except by delivery of
a proxy dated as of a later date, by voting in person at the Special Meeting,
or by giving written or oral notice of revocation to the Secretary of the
General Partner. Officers and other employees of the General Partner may, on
behalf of the Partnership, solicit proxies by mail, by fax, by telephone or
by personal interview. The General Partner may adjourn the Special Meeting,
from time to time, and continue to solicit proxies if the holders of a
majority of the limited partnership interests have not voted on the Proposal.
If the General Partner adjourns the meeting, the limited partners will be
informed by mail of the reason for the adjournment and when the meeting will
be resumed. The cost of the proxy solicitation will be paid by the Partnership.

PROPOSAL TO SELL THE PARTNERSHIP'S FILM RIGHTS

Currently there are no buyers for the Film Rights and the actual prices at
which the Film Rights may be sold have not yet been determined. The Film Rights
may be sold as one

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package, or separately in a number of transactions or may be sold in various
combinations. Neither the General Partner nor its affiliates will bid on or
purchase any of the Partnership's Film Rights. Buyers may be sought in the
following ways:

The General Partner is also the general partner of Jones Programming
Partners 2-A, Ltd., a publicly held limited partnership which owns
certain rights in two films. That partnership is also seeking to sell
its film rights and to dissolve. The General Partner may combine the
films of such partnership with those of the Partnership in an effort
to attract buyers with a larger, more diversified offering. In such an
instance, the sale proceeds would be divided either according to
actual, separate sales prices (if determinable) or by appraisal, or by
such method that the General Partner believes to be the most accurate
method. The General Partner does not have a greater interest in one or
the other selling partnership and would not receive any significantly
greater amount from one or the other depending on which entity happens
to receive more proceeds.

RETENTION OF SALES AGENT

The Partnership has engaged Tulip as its exclusive agent to sell (and not
to license or distribute) all rights in the Films, in all media and worldwide,
for a period commencing February 16, 2001 and continuing through December 31,
2001 (the "Term"), which period may be extended by the parties. See "Potential
Value of the Film Rights," regarding the prior

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involvement of the principal of Tulip regarding the negotiation of the original
agreement for "The Story Lady." Tulip has experience in selling film rights,
including films which have been through cycles of distribution and are not
producing large revenues. The General Partner has absolute approval over
accepting any offers obtained by Tulip; provided that the General Partner must
exercise its good faith in rejecting any offer. Tulip shall receive a sales
agency fee equal to 10% ("Sales Agency Fee") of all proceeds from the sale of
all the Film Rights (or any rights derived therefrom as approved by the General
Partner). Proceeds consist of the cash consideration received and any accounts
payable-type liabilities expressly assumed by the buyer(s). Tulip shall be
entitled to its Sales Agency Fee for any sale of Film Rights consummated by or
agreed to by the General Partner during the Term or for a period of up to six
(6) months thereafter in the event all or some Film Rights are sold to any
entity to whom Tulip contacted during the Term.

TIMING OF ASSET SALES IF THE PROPOSAL IS APPROVED

The General Partner anticipates that the sale of the Film Rights and the
dissolution of the Partnership could be completed by December 31, 2001, although
the precise length of the sales process is unknown, and the sale of the Film
Rights could take longer.

CONSEQUENCES OF THE PARTNERSHIP NOT APPROVING THE PROPOSAL OR IF THE FILM RIGHTS
ARE NOT SOLD

If the limited partners in the Partnership do not approve the Proposal,
the Partnership will continue to operate with no change in its investment
objectives, policies or restrictions and in accordance with the terms of its
limited partnership agreement. If the limited partners in the Partnership
approve the Proposal and the Film Rights are not sold, the Partnership will
continue and dissolution will not occur until such time as substantially all
of the Film Rights are sold. In such circumstance, another vote of limited
partners would not be taken.

POTENTIAL PRICES FOR THE FILM RIGHTS

Although the General Partner has not identified any prospective purchaser
for any of the Partnership's Film Rights, nor does it know the prices at which
these rights will actually be sold, given the likely range of possible prices
being paid in the entertainment market for films which have been through at
least one distribution cycle, the General Partner anticipates that the amounts,
if any, distributed to limited partners upon sale of the Partnership's assets,
together with cash distributions made to date, will not return to limited
partners the amount they initially invested in the Partnership. As of June 30,
2001, limited partners had received aggregate distributions of approximately
$335 per $500 interest. The disputes with NBC will also affect the Partnership's
ability to make any distribution of sales proceeds.

POTENTIAL VALUE OF THE FILM RIGHTS

To obtain assistance in determining the potential value of the Film Rights,
the Partnership has retained the services of Tulip, which conducted the
valuation in consort with MMG. As compensation for such valuation services, the
Partnership has paid or is obligated to

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pay Tulip $5,500 plus reimbursement of certain expenses. The principals of Tulip
and MMG have years of worldwide film and production experience. Except as
described in this paragraph, neither Tulip nor MMG has any prior relationship
with the Partnership, the General Partner or any of the Films. Todd P. Leavitt,
the principal shareholder (through nominees) of Tulip, previously was employed
at NBC Productions, Inc. at the time the Partnership entered into its agreement
with NBC with respect to the film "The Story Lady" and was actively involved on
behalf of NBC in negotiating the agreement. Tulip was selected based on a
recommendation from the General Partner's outside counsel regarding film
matters and after negotiation of the terms of the engagement of Tulip.

o residual value after ten years was at 10% of all re-run values.

o Union/guild residual payments are estimated to be 11% of sales revenue
for all Films.

<Table>
<Caption>
Discount Interest Net Present Value NPV of Little NPV of the Story NPV of
Rate of All Film Rights Kidnapper Rights Lady Rights Curacao Rights
----------------- ------------------ ---------------- ---------------- --------------

8% $945,000 $243,000 $372,000 $330,000
10% $882,000 $230,000 $351,000 $302,000
12% $826,000 $217,000 $332,000 $277,000
15% $753,000 $201,000 $308,000 $245,000
</Table>

Tulip's use of a range of discount rates reflects what Tulip believes
the capital markets would use and what potential purchasers are likely to use
in their own evaluations. As with any valuation exercise, the results
suggested are hypothetical and are the reflection of reasonable reliance upon
historical performance as well as current market-place factors, including
whether the Film is in the English language, the age of the Film, the time
periods for the distribution rights, and the trends in the various possible
film markets. Such factors are subject to constant variation on a
media-by-media and territory-by-territory basis. Further, factors unique to
any specific Film, such as cast and genre, can result in significant
variations in marketplace performance. Tulip considered, to the extent
relevant, all of such factors in reaching its evaluation that the
Partnership's Film Rights were all "mid-value." Accounts receivable of the
Films were not deemed to have a material effect on the amount available for
distribution. Rights availabilities by media and territory were assumed by
Tulip, based on information provided by the Partnership. There is no
assurance that the Partnership will be able to sell the Film Rights for the
values described above or at any specific prices.

Copies of the Tulip report are available to Limited Partners, at no cost,
by contacting Ms. Lorri Ellis, Jones Entertainment Group, Ltd., 9697 E. Mineral
Avenue, Englewood, Colorado 80112, (303) 784-8486.

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The principal of Tulip is Todd P. Leavitt and valuation and brokerage
services are being performed by Tulip in consort with MMG and its principal,
James P. Marrinan. Mr. Leavitt has been involved with the entertainment business
since 1977, first as an attorney and for many years as an executive with a
number of large production and distribution companies in this industry. He
founded Tulip in 1998. Mr. Marrinan has been involved in this industry, in a
variety of positions, since 1974. His experience includes marketing, sales,
management and financial, and administration. He founded MMG in 1995.

REASONS FOR THE PROPOSAL

DISTRIBUTION OBJECTIVES MET. The distribution objectives of the Partnership
have been met. The three films have already been through at least one
distribution cycle. Individual rights to individual films will have to be
negotiated and these rights may not provide any significant resources.
Therefore, the General Partner believes that it is in the best interest of
limited partners for the Partnership to sell its assets at this time, make a
final distribution of proceeds, if any, to its limited partners and dissolve
the Partnership. It is the General Partner's view that this is an appropriate
time in which to seek to sell the Partnership's assets. The continued operation
of the Partnership is no longer practical for a number of reasons, including
those discussed below.

THE PARTNERSHIP IS OVER 11 YEARS OLD AND IS READY TO CEASE OPERATIONS AND
DISSOLVE. The prospectus for the Partnership said that the term of the
Partnership would be for 25 years, but it is likely that sales of programming
assets would begin in the range of 6-8, keyed to when the first round of film
distribution was concluded. The Partnership is past that period for some or all
of the films and actually has done re-licensing of some film rights and in some
geographic areas. Generally, the films are producing very little revenue and,
while expenses are also small (except film distribution expenses which are
generally keyed to revenues), the General Partner believes that the Partnership
may have realized substantially all it can from routine licensing transactions
(as opposed to sale of all of its Film Rights).

AVOIDING ONGOING OPERATING COSTS OF PARTNERSHIP. If the Film Rights can be
sold within a reasonable period, even the generally low cost of operating the
Partnership can be eliminated, possibly providing more funds for the limited
partners, as well as eliminating the need for each limited partner to report the
Partnership's K-1 tax information with the limited partners' tax returns. The
Partnership has fixed administrative costs (such as tax returns, K-1s, annual
audits, SEC filings), while revenues have steadily declined. This will
ultimately deplete any funds available to distribute to limited partners. There
is no capital available to develop additional programming. The Partnership's
small asset base, coupled with decreasing revenues and cash flow no longer
justify the continuation of Partnership operations.

LACK OF SIGNIFICANT CURRENT REVENUE. For approximately the last 24 months,
the Partnership's Film Rights have not generated significant revenues and, in
the case of The Little Kidnappers and Curacao, the revenue stream is very small.
For the three-year period January 1, 1998 through December 31, 2000 and the
six month period ending June 30, 2001, total revenues recognized by the
Partnership were $30,545 and $1,162 for Curacao, respectively, and $17,334
and $33,587 for The Little Kidnappers, respectively. The only Film Rights
which have provided any material revenues recently are those related to The
Story Lady. As is discussed under the "Risk Factors", there are disputes
regarding the allocation of both past and future revenues with NBC, the owner
of the principal remaining rights to this film. If such disputes are not
resolved, it is uncertain whether the Partnership will realize anything from

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its rights to The Story Lady, and there exists the possibility that the
Partnership will owe NBC amounts ranging from approximately $176,000 to $368,000
(as of June 2001), which the Partnership does not have and cannot fund. This
would directly affect the amount of funds available for distribution by the
Partnership.

BENEFITS OF SELLING A FILM LIBRARY. A possible advantage to the Partnership
in attempting to group the sale of all of its Film Rights will be that the
Partnership may have an opportunity to sell one or more film rights as part of a
package where the same film rights would be more difficult to sell on an
individual basis because of the lack of interest in that specific film right,
i.e. one good film may be bundled with less popular ones as a way to sell the
latter. The Film Rights of the Partnership may be conducive to this principally
because all these films were made initially for television. However, the General
Partner will attempt to get the best price it can for each of the Film Rights,
whether that be by grouping the Film Rights or selling them individually. There
is no assurance that the General Partner will be successful in these efforts. In
the discretion of the General Partner, the Partnership's Film Rights could be
grouped with those held by Jones Programming Partners 2-A, Ltd. in an effort to
provide a potentially more attractive package to buyers.

TAXES. For tax purposes, the costs of the Film Rights have been written
off, with the exception of the estimated salvage value for each film. Thus, any
amounts received on the sale of the Film Rights in excess of the salvage value
will be a taxable gain. To the extent the gains do not exceed the original cost
of the Film Rights, they will be taxed as ordinary income due to the
depreciation recapture provisions of IRC Section 1245. It is anticipated that
all gains or losses will be treated as ordinary. There may be unrecognized
passive losses which the limited partners can deduct in the year in which the
Partnership completes the sale of all the Film Rights. Such passive losses
could be as high as approximately $108 per limited partner interest, if such
losses have not been previously deducted. See "Federal Income Tax
Consequences."

CONSIDERATION OF ALTERNATIVES

PARTNERSHIP CONTINUATION. The General Partner has given consideration to
some alternatives for the Partnership before submitting the Proposal to you for
approval. The only viable alternative would be the continued operation of the
Partnership.

BORROWING. The General Partner has not sought to borrow any funds for the
development of any additional film projects, nor does the General Partner
believe that any borrowed funds would be available, if sought.

ASSESSING THE LIMITED PARTNERS. The Partnership has no funds with which to
pursue other film projects, nor is borrowing for such purpose a realistic
possibility. In addition, the limited partnership agreement does not provide for
any form of voluntary or mandatory assessment for further capital contributions
by limited partners in the Partnership. Given the purpose of the Partnership
when it was formed, and the explicit partnership provisions and disclosures that
no assessments would be made, the General Partner does not consider it
appropriate to suggest amending the Partnership agreement to allow assessments.
Because there is no ability to obtain financing, the only realistic options to
the Partnership are to sell its assets or to continue operations. As set forth
in the Proxy Statement, the General Partner favors the sale of the Partnership's
assets, followed by the dissolution of the Partnership.

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STEPS TO IMPLEMENT THE PROPOSAL

Assuming the approval of the Proposal by the limited partners, of which
there is no assurance, the General Partner intends to take the following steps
to implement the Proposal:

i. Sell all of the Partnership's programming assets through one or more
of the methods discussed in this proxy statement, probably in multiple
transactions;

ii. Receive the sales proceeds for the programming assets and execute
assignments and other instruments to accomplish such sale;

iii. Pay or provide for payment of (and reserves for) the Partnership's
liabilities and obligations to creditors, if any, using the
Partnership's cash on hand and net sales proceeds;

iv. Conduct a final accounting in accordance with the limited partnership
agreement and make final cash distributions;

v. Cause the Partnership's final tax returns to be prepared and filed
with the Internal Revenue Service and appropriate state taxing
authorities;

vi. Distribute to the limited partners final Form K-1 tax information; and

vii. File a Cancellation of Domestic Certificate of Limited Partnership on
behalf of the Partnership with the Secretary of State of the State of
Colorado.

ESTIMATED SELLING COSTS

The expenses associated with the sale of the Film Rights are expected to be
approximately 15-25% of the sales proceeds of the Partnership's programming
assets, primarily comprised of third party costs incurred, including the fees
and costs of Tulip, legal counsel, auditors, printing and mailing costs and
related out-of-pocket expenses. The general and administrative costs of the
General Partner anticipated to be incurred in connection with the Proposal and
related transactions will be met through the normal ongoing procedure set out in
the limited partnership agreement. Such expenses are not anticipated to be
material in relation to the proceeds from the sale of the Partnership's
assets. These expenses would be prior in right to any distributions to the
partners.

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THE PARTNERSHIP

GENERAL

The Partnership was formed to acquire, develop and own rights to produce
and license original programming. The primary objectives of the Partnership have
been to own a group of programming assets and to license the rights to the
programming on television and in other media throughout the world, and to
generate a positive cash flow to permit cash returns in the form of
distributions to the limited partners. It was contemplated from the outset of
the Partnership's existence that after the programming had been initially
exploited in all applicable markets, the General Partner would begin to
liquidate its library of programming assets, which was expected to begin in
approximately six to eight years. The decision when to dissolve the Partnership
is to be made by the General Partner in its sole discretion. The General Partner
believes that enough additional revenues have been generated to justify keeping
the Partnership in existence until now. However, revenues have diminished
significantly and the General Partner believes no material purpose would be
served to continue the Partnership's existence.

The Partnership was formed on April 27, 1989 when subscriptions for the
minimum offering amount were received. Sales of interests closed in October 17,
1990 with proceeds of $6,371,500.

PRINCIPAL ASSETS

The Partnership's Film Rights are in the following three films:

o THE LITTLE KIDNAPPERS. In January 1990, the General Partner, on behalf
of the Partnership, entered into an agreement to produce a full-length
feature film for television entitled "The Little Kidnappers." The
total film cost was approximately $3,200,000. Of this amount, the
Partnership invested approximately $2,794,000 in the film, which
included a production and overhead fee of $300,000 to the General
Partner.

The Partnership made production advances to complete the film and
received all distribution rights, excluding theatrical rights, in
perpetuity in all markets except Canada. The rights in Canada have
since reverted to the Partnership. Theatrical rights are held by the
writer.

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The Partnership has agreements with third parties to distribute the
film in various markets. The following rights will not be available
for a purchaser to exploit until expiration of the agreements. In
November 1990, international home video rights were licensed to a
third party for no earlier than 10 years following completion of
delivery, said rights terminated in December 2000. Such party has
licensed all international pay television and video rights in Brazil
until June 2002. Another licensee has the international television and
satellite rights to distribute the film in France, the UK, French
Belgium, the Benelux countries, Iceland, Sweden, Norway, Denmark &
Finland, Africa & the Middle East and Turkey until between March 2003
and February 2005. International television and satellite rights are
held in Germany by another licensee until September 2010. North
American home video rights are licensed to a third party. The
Partnership also has the right to a home video royalty based on the
net retail sales proceeds earned by the third party. Although these
rights expire in June 2002, the Partnership has the option to
terminate the agreement, by giving six months' written notice, if the
licensee fails to sell a minimum number of video units of the film
within the first three years of the term which concluded in June 2000.
The licensee has failed to meet the minimum sales provision. The
General Partner has exercised its option to terminate said agreement,
effective November 1, 2001.

A buyer of the Partnership's rights in The Little Kidnapper will be
required to assume a variety of obligations related to the film,
including writer and producer royalties which are based in part on
gross receipts and actors' union royalties, also based on gross
receipts.

From inception to June 30, 2001, the Partnership recognized
approximately $3,036,000 of revenue from this film, which includes the
initial license fees of approximately $1,365,000 from The Disney
Channel and the Canadian Broadcasting Corporation, which were used to
help finance the film's production. As of March 1999, the Partnership
has amortized its net investment in this film.

o THE STORY LADY. In April 1991, the General Partner, on behalf of the
Partnership, entered into an agreement with NBC for the production of
a full-length, made-for-television film entitled "The Story Lady." The
total cost of the film was approximately $4,300,000. Of this amount,
the Partnership invested approximately $1,183,000, which included a
production and overhead fee of $120,000 paid to the General Partner.
In return, the Partnership received all distribution rights to this
film, excluding all United States network distribution rights retained
by NBC, after the required airings on the NBC television network.
These airings have occurred. The Partnership in turn granted certain
worldwide rights to NBC , including exclusive rights of theatrical
distribution and all print publishing rights, merchandising rights and
subsidiary rights with respect to the film. In 1991, the Partnership
sub-licensed the exclusive worldwide distribution rights (excluding
the United States, its territories and possessions) to NBC
Enterprises, an affiliate of NBC, for a period of eight years. These
rights expired in September 1999; however, the parties extended the
agreement on a month-to-month basis, with a thirty-day right of
termination. On June 12, 2001, the General Partner provided NBC with a
written notice to terminate said agreement effective 30 days after
receipt. NBC Enterprises has entered into distribution agreements
with third

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parties beyond the initial term provided in the sub-license agreement
with the Partnership. These distribution rights will not be available
for a purchaser to exploit until their expiration, including
international video rights in Mexico and the Philippines.
International pay television rights are not available in Argentina.
International free television rights are not available in Argentina,
Colombia, Czech Republic, France, Honduras, Mexico, Romania, Slovakia,
South America, Ukraine, Venezuela, Turkey, Panama, Chile, Nicaragua,
Cyprus, Sri Lanka and Africa. These agreements are set to expire
between June 2001 and November 2003.

All international distribution rights, other than set forth above, are
available.

The Partnership controls non-network television distribution (i.e.,
syndication, cable, pay cable) in the United States and domestic home
video distribution. North American home video rights are licensed to a
third party. The Partnership also has the right to a home video
royalty based on the net retail sales proceeds earned by the third
party. Although these rights expire in June 2002, the Partnership has
the option to terminate the agreement, by giving six months' written
notice, if the licensee fails to sell a minimum number of video units
of the film within the first three years of the term which concluded
in June 2000. The licensee has failed to meet the minimum sales
provision. The General Partner has exercised its option to terminate
said agreement, effective November 1, 2001.

The Partnership also has an agreement granting rights to distribute
"The Story Lady" in the domestic home video market, only through
direct sales and telecommunications sales, or other means outside
normal retail channels whereby consumers purchase copies for their own
home viewing, not for resale or rental. This agreement expires in
October 2001. The licensee has the option to extend the licensing term
for up to four additional one year periods after the October 2001, in
exchange for additional annual license fees.

All domestic distribution rights, other than set forth above, are
available for exploitation.

A buyer of these film rights will be required to assume certain
obligations. Under the agreement with NBC, once the Partnership has
recouped its distribution advance plus interest, NBC is entitled to
recoup its imputed deficit (as defined) out of remaining gross
receipts. NBC's imputed deficit is defined as the difference
between (a) the sum of the approved budgeted direct costs (costs
incurred in connection with the development and production of The
Story Lady and the rights for two network broadcasts) including
7 1/2% as an overhead allowance and a portion of the over budget
direct costs; and (b) the sum of the imputed license fee deemed
paid by NBC television company for two network broadcasts and the
distribution advance paid to NBC by the Partnership. Since the
Partnership has fully recouped the required amount, NBC is entitled
to recoup its imputed deficit and interest therein, which totaled
approximately $508,000, as claimed by NBC as of June 30, 2000.
After NBC recoupment of its imputed deficit and its recoupment of
certain third party participants and deferments, NBC is entitled to
5% of the remaining net profits. Third party participants and
deferments include various percentages of revenues payable to
writers, producers and actors. NBC is responsible for payment of
the third party participation and deferred compensation; provided,
however, that NBC is entitled to recoup such payments. Furthermore,
NBC has agreed that the third party participation shall not exceed
35% of the adjusted gross (defined as gross receipts less
distribution expenses, the Partnership's distribution advance
including interest and NBC's imputed deficit) of "The Story Lady."
The agreement with NBC allows the Partnership to assign the
agreement in connection with a sale of all or substantially all of
the Partnership's assets, provided the assignee assumes all of the
Partnership's obligations under the agreement. Any other assignment
requires NBC's prior written approval. In September 1999, NBC first
claimed that it had mistakenly not taken the full amount of its
distribution fees, and was entitled to an additional amount of
approximately $192,500. NBC mistakenly failed to take a 50%

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subsidiary rights distribution fee on airline revenues reported on
statements June 30, 1993 to December 31, 1994 for total revenue of
$384,854. The agreement with NBC provides that any statement to which
no objection has been made by the party receiving the statement within
two years after submission will be deemed conclusive on all parties.
Therefore, the General Partner does not believe that NBC is entitled
to the additional distribution fees claimed.

NBC also reported that it has not recouped approximately $508,000 of
its original investment, including interest. NBC is entitled to
recover its unrecouped amount under the agreement, which makes it
unlikely that the Partnership will receive any income from this film
in the near future, or if at all. The Partnership has also received
approximately $175,600 from distributors, which has not been applied
to NBC's unrecouped amount. As of March 31, 1999, the Partnership has
reported this amount as an accrued liability, but believes a basis
exists to deny some or all of such liability. Litigation could result
because of these disputes with NBC. Such litigation would likely be
costly and time consuming. There is no assurance regarding the
favorable resolution of this matter. The Partnership does not have the
funds to make such payments, nor is it likely that the Partnership
could borrow the necessary funds.

From inception to June 30, 2001, the Partnership received
approximately $2,299,000 of revenue from this film. As of December
1995, the Partnership has amortized its net investment in this film.

o CURACAO. In June 1992, the General Partner, on behalf of the
Partnership, entered into an agreement with a third party for the
production of the full-length film "Curacao". The Partnership provided
financing for the film and received all worldwide distribution rights,
except certain distribution rights granted to a third party which have
now reverted back to the Partnership. Circling Curacao, N.V., which
provided certain production services, holds distribution rights in the
Netherland Antilles, Aruba and Surinam, in perpetuity.

In November 1992, the General Partner, on behalf of the Partnership,
entered into an agreement with Showtime Networks, Inc. ("Showtime") to
assist with financing the production of "Curacao". The total cost of
the film was approximately $4,410,000. In addition to the costs of
production, the Partnership paid $500,000 to the General Partner as a
production and overhead fee. The Partnership received a licensing fee
of $1,675,000 and $675,000 as a recoupable advance for home video
rights. In addition, Showtime paid the Partnership for certain talent
costs. The Partnership has received no additional revenues from
Showtime. Showtime was granted certain rights, including an exclusive
pay television license and exclusive home video rights in the United
States and islands of the Caribbean. Showtime's pay television and
certain other domestic rights may not expire for a number of years,
unless Showtime waives certain commercial windows, of which there is
no assurance. The home video rights expired in February 2001; however,
such rights may be contractually suspended until expiration of
Showtime's pay television rights.

International theatrical, free television and home video rights are
licensed to a third party until October 2003. International pay
television rights in Australia are licensed until April 2002. All
other international distribution rights are available.

Page 25
<Page>

A potential buyer of these film rights will be required to assume
certain obligations, in addition to those set forth above. These are
principally writer and union royalties and certain amounts that may be
owed to musical talent.

From inception to June 30, 2001, the Partnership received
approximately $4,064,000 of revenue from this film, which includes the
initial license fee and advances from Showtime of $2,650,000. In
December 1999, after consideration of amortization and write-downs,
the Partnership fully amortized its net investment in this film.

AMOUNTS INVESTED AND CASH DISTRIBUTIONS

Limited partners made contributions of $6,371,500 in the aggregate to the
Partnership, the net proceeds of which have all been invested. The General
Partner made a capital contribution with respect to its general partner interest
of $1,000. From inception through June 30, 2001, the Partnership made cash
distributions to its limited partners totaling $4,201,502. On a per interest
basis, the limited partners had received, as of June 30, 2001, approximately
$335 per $500 interest, or approximately 66% of their initial capital
contributions. Details of the amounts of cash distributions made to partners
over the three years ended December 31, 2000 are set out under "Cash
Distributions" below. From inception through June 30, 2001, the General
Partner has received cash distributions from the Partnership of $42,440 with
respect to its general partner interest.

CASH DISTRIBUTIONS

During the three years ended December 31, 2000, total cash distributions
and cash distributions per interest were:

<Table>
<Caption>
Total Per $500 Interest
----- -----------------

2000 $ 0 $ 0
1999 $ 0 $ 0
1998 $ 160,897 $ 12.50
</Table>

TRANSACTIONS BETWEEN THE GENERAL PARTNER AND THE PARTNERSHIP

The General Partner was reimbursed for all offering costs up to 3.75% of
gross offering proceeds, which reimbursement was $238,931. Ten percent
commission costs ($637,150) paid to an affiliate of the General Partner and
reimbursements to the General Partner for costs for raising Partnership
capital were charged to limited partners' capital. The following summarizes
the transactions between the General Partner and the Partnership pursuant to
which the General Partner has been paid or has had its expenses reimbursed on
an ongoing basis:

o The General Partner has received from inception through June 30,
2001 production and overhead fees of $920,000, all of which were
received prior to 1997.

o The General Partner is entitled to be reimbursed for general and
administrative costs incurred on behalf of and allocable to the
Partnership, including employee salaries and

Page 26
<Page>

office overhead. Administrative services to the Partnership consist
primarily of accounting services, allocated to the Partnership at
cost. Through June 30, 2001, the General Partner has received a
total of $261,804 as general and administrative expense reimbursements
from the Partnership, of which $15,442, $10,856, $9,680 and $10,552
was reimbursed for the years ended December 31, 1998, 1999 and 2000
and the six months ended June 30, 2001, respectively.

NO TRADING MARKET

There is no trading market for the limited partnership interests, and only
very limited sales of such interests have occurred since inception.

LIST OF LIMITED PARTNERS

A limited partner of the Partnership is entitled to request copies of the
names of the limited partners showing the names and addresses of all limited
partners in the Partnership. The right to receive a limited partner list may be
conditioned upon the requesting limited partner paying the cost of copying and a
showing that the request is for a proper purpose. Reasonable requests would
include requests for the limited partner list for the purpose of opposing the
Proposal. Requests for limited partner lists may be addressed to ACS Securities
Services, Inc., at 3988 N. Central Expressway, Building 5, 6th Floor, Dallas, TX
75204; Attention: Ms. Shari Eastwood.

BOOKS AND RECORDS

The Partnership's limited partnership agreement provides that its books and
records are available for inspection by limited partners or their duly
authorized representatives at all reasonable times at the Partnership's
principal office in Englewood, Colorado. A written request must be received
stating a proper purpose for inspection of such books and records, with the
inspection to be conducted at the limited partner's expense. A limited partner
may request in writing and receive without charge copies of the Partnership's
limited partnership agreement, certificate of limited partnership and tax
returns.

LEGAL PROCEEDINGS

The General Partner is not aware of any material pending legal proceedings
to which the Partnership is a party or of which any of the Film Rights are the
subject. There are, however, pending disputes with NBC regarding whether certain
amounts are owed to NBC regarding "The Story Lady." See "Principal Assets--THE
STORY LADY."

VOTING ON THE PROPOSAL

VOTE REQUIRED; PRINCIPAL HOLDERS

Under the limited partnership agreement, the Proposal must be approved by
the affirmative vote of the limited partners holding a majority of the limited
partnership interests in the Partnership as of the record date. As of July 31,
2001, the number of interests

Page 27
<Page>

outstanding was 12,743 and the number of record holders was 834. Each limited
partner appearing on the records of the Partnership as of September 28, 2001,
the "record date," is entitled to notice of, and to participate in, this vote
of limited partners. It is very important that all limited partners
participate in the voting. The ability of the Partnership to complete the
transaction discussed in this proxy statement and the Partnership's ability
to make a distribution to its limited partners of the net proceeds of the
sale of the Partnership's assets are dependent upon the approval of the
transaction by the holders of a majority of the Partnership's limited
partnership interests. An abstention by a limited partner will have the same
effect as a vote against the Proposal.

The General Partner and its affiliates own no limited partnership
interests. The General Partnership interest in the Partnership does not have a
vote on the Proposal, but the General Partner has approved the Proposal and
recommends that the limited partners vote in favor of it. To the General
Partner's knowledge, there is no holder of interests of more than 5% of the
interests, except for Mr. Herbert Borbe. Mr. Borbe owns 800 of the 12,743
interests outstanding as of December 31, 2000. Mr. Borbe's address is 1709 134th
Avenue, S.E., Belleview, Washington 98005. Mr. Borbe is not a director, officer
or employee of the General Partner or any of its affiliates.

PROXIES; REVOCATION

A sample of the form of proxy is attached to this proxy statement. The
actual proxy to be used to register your vote on the Proposal is the separate
sheet of paper included with this proxy statement. If you wish, you can fax your
executed proxy to us at 214-887-7198, Attention: Shari Eastwood, of ACS
Securities Services, Inc. Investors may also vote by toll-free telephone at
1-866-ACS-VOTE (1-866-227-8683). PLEASE USE THE ENCLOSED PROXY TO CAST YOUR VOTE
ON THE PROPOSAL OR SEE THE ACCOMPANYING INSTRUCTION PAGE FOR MORE DETAILS ON
VOTING BY TELEPHONE.

If the proxy is properly signed and is not revoked by a limited partner,
the interests it represents will be voted in accordance with the instructions of
the limited partner. If no specific instructions are given, the interests will
be counted as a vote "FOR" the Proposal and the grant of authority to extend the
solicitation period. Proxies cannot be revoked except by delivery of a proxy
dated as of a later date, by voting in person at the Special Meeting, or by
giving written or oral notice of revocation to the Secretary of the General
Partner.

SOLICITATION

The solicitation is being made by Jones Entertainment Group, Ltd. in its
capacity as General Partner on behalf of the Partnership. The Partnership will
bear the costs of the preparation of this proxy statement and of the
solicitation of proxies, which is estimated at $15,000. Such costs will be
allocated to the limited partners and to the General Partner according to their
respective percentage interests pursuant to the limited partnership agreement.
Solicitations will be made primarily by mail. However, a number of regular
employees of the General Partner may, to ensure the presence of a quorum,
solicit proxies in person or by telephone. The General Partner may contact
brokers and representatives who originally sold the interests to limited
partners and request their assistance in encouraging limited partners to
return their proxies or to vote by telephone. These brokers or

Page 28
<Page>

representatives would not be compensated for this assistance nor would they be
asked to make any recommendation as to how the limited partners should vote.
Additionally, the General Partner may retain a proxy solicitor to assist in
contacting brokers or limited partners to encourage the return of proxies,
although it does not anticipate doing so. Should such a solicitor be
retained, its costs would be part of the aforesaid estimated $15,000.

NO APPRAISAL OR DISSENTERS' RIGHTS PROVIDED

Limited partners are not entitled to any dissenters' or appraisal rights
with respect to the Proposal, as would be available to shareholders in a
corporation engaging in a corporate transaction.

RECOMMENDATION OF THE GENERAL PARTNER

The General Partner believes that it is in the best interests of the
limited partners to sell the Film Rights and to dissolve the Partnership. The
General Partner believes the terms of the Proposal are fair to the limited
partners. Dissolution will allow the limited partners to receive any
remaining value of the Partnership's programming assets currently, rather
than receiving distributions, if any, over the remaining life of the
Partnership. If operations continue, revenues will continue to decline while
direct, operating, general and administrative expenses continue, reducing the
likelihood of cash distributions. Continued operations also mean continuation
of the additional costs incurred by the limited partners, including the costs
associated with inclusion of information from the Schedule K-1 relating to
the Partnership in their personal income tax returns. Dissolution of the
Partnership will allow preparation of final tax returns.

THE GENERAL PARTNER RECOMMENDS THAT
LIMITED PARTNERS VOTE FOR THE PROPOSAL.

FEDERAL INCOME TAX CONSEQUENCES

GENERAL

The following summarizes the material federal income tax consequences to
the limited partners if the Proposal to sell the Partnership's assets and
dissolve the Partnership is approved. This discussion is not based upon an
opinion of counsel and it is possible that different results than those
described may occur. Statements regarding tax consequences are based upon
relevant provisions of the Internal Revenue Code of 1986, as amended, the
"Code", Treasury Regulations in effect on the date hereof, reported judicial
decisions, published positions of the IRS, further assumptions that the
Partnership constitutes a partnership for federal tax purposes, and that the
Partnership will be dissolved as described herein. The laws, regulations,
administrative rulings and judicial decisions which form the basis for
conclusions regarding the tax consequences described herein are complex, are
subject to prospective or retroactive change at any time, and any change may
adversely affect the limited partners.

This summary does not describe all the tax aspects which may affect limited
partners because the tax consequences may vary depending upon the individual
circumstances of a limited

Page 29
<Page>

partner. It is directed to the limited partners that are the original purchasers
of the interests and hold interests as "capital assets," generally, property
held for investment. Each limited partner that is a corporation, trust, estate,
tax-exempt entity or other partnership is strongly encouraged to consult its own
tax advisor as to the rules which are specifically applicable to it. This
summary does not address foreign, state or local tax consequences, and is
inapplicable to nonresident aliens, foreign corporations, debtors under the
jurisdiction of a court in a case under federal bankruptcy laws or in a
receivership, foreclosure or similar proceeding, or an investment company,
financial institution or insurance company.

TAXABLE GAIN OR LOSS UPON SALE OF PROGRAMMING ASSETS

A limited partner will realize and recognize gain or loss, or a combination
of both, on the Partnership's sale of its programming assets prior to
dissolution. The amount of gain realized with respect to each programming asset,
or related asset, will be an amount equal to the excess of the amount realized
by the Partnership and allocated to the limited partner, for example, cash or
consideration received, over the limited partner's adjusted tax basis for such
programming asset. Conversely, the amount of loss realized with respect to each
programming asset or related asset will be an amount equal to the excess of the
limited partner's tax basis over the amount realized by the Partnership for such
programming asset and allocated to the limited partner. It is projected that net
taxable gain will be realized upon the sale of Partnership programming assets
and that such gain will be allocated among the limited partners in accordance
with the limited partnership agreement. The limited partnership agreement
includes an allocation provision that requires allocations pursuant to a
dissolution be made among partners in a fashion that equalizes capital accounts
of the partners so that the amount in each partner's capital account will
reflect such partner's sharing ratio of income and loss. The extent to which
capital accounts can be equalized, however, is limited by the amount of gain and
loss available to be allocated.

Realized gains and losses generally must be recognized and reported in the
year the sale occurs. Accordingly, each limited partner will realize and
recognize his or her allocable share of gains and losses in his tax year within
which the Partnership programming assets are sold. Each limited partner's
recognized allocable share of the net partnership Section 1231 gains or losses
must be netted with that limited partner's individual Section 1231 gains and
losses recognized during the year in order to determine the character of such
net gains or net losses under Section 1231. Net gains will be treated as capital
gains except to the extent recharacterized as ordinary income due to recapture
and net losses will be treated as ordinary losses. IT IS ANTICIPATED THAT ALL
GAINS ON THE SALE OF THE FILM RIGHTS WILL BE TREATED AS ORDINARY INCOME DUE TO
THE DEPRECIATION RECAPTURE PROVISION OF SECTION 1245 OF THE CODE.

DISSOLUTION OF THE PARTNERSHIP

After the sale of its Film Rights, the Partnership's assets will consist
solely of any net cash remaining after payment of the Partnership's obligations.
Any such cash will be distributed to the partners in liquidation of his or her
partnership interest. The Partnership will not realize gain or loss upon such
distribution of cash to its partners. If the amount of cash distributed to a
limited partner in liquidation of his or her partnership interest is less
than such limited partner's adjusted tax basis in his or her interests, the
limited partner will realize and recognize a capital loss to the extent of
the excess. If the amount of cash distributed is greater than such limited
partner's adjusted tax basis in his or her interests, the limited partner
will recognize a capital gain to the extent of the excess.

Page 30
<Page>

CAPITAL GAINS TAX

Net long-term capital gains of individuals, trusts and estates generally
will be taxed at a maximum rate of 20%, while ordinarily income, including
income from the recapture of depreciation, will be taxed at a maximum rate of
35.5% or 39.1%, depending on the taxpayer's taxable income. The amount of net
capital losses that can be utilized to offset ordinary income will be limited to
the sum of net capital gains from other sources recognized by the limited
partner during the tax year, plus $3,000, or $1,500, in the case of a married
individual filing a separate return. The excess amount of such net long-term
capital loss may be carried forward and utilized in subsequent years subject to
the same limitations. Corporations are taxed on net long-term capital gains at
their ordinary Section 11 rates and are allowed to carry net capital losses back
three years and forward five years. Section 1231 net losses can be fully
utilized to offset ordinary income.

PASSIVE LOSS LIMITATIONS

Limited partners that are individuals, trusts, estates, or personal service
corporations are subject to the passive activity loss limitations rules that
were enacted as part of the Tax Reform Act of 1986. Generally, losses from a
passive activity can only be deducted to the extent of income from other passive
activities.

A limited partner's allocable share of partnership income, gain, loss, and
deduction is treated as derived from a passive activity, except to the extent of
partnership portfolio income, which includes interest, dividends, royalty income
and gains from the sale of property held for investment purposes. A limited
partner's allocable share of any gain realized on sale of Partnership assets
(other than gain from the sale of portfolio investments) will be characterized
as passive activity income that may be offset by passive activity losses from
other passive activity investments. Moreover, because the sale of all of the
Partnership's assets will terminate the limited partner's interest in the
passive activity, a limited partner's allocable share of any loss (i) previously
realized as a limited partner in the Partnership and suspended because of its
passive characterization, (ii) realized on the sale of partnership assets, or
(iii) realized by the limited partner upon liquidation of his or her partnership
interest, will not be characterized as losses from a passive activity.

Through December 31, 2000, the passive activity losses from inception of
the Partnership are approximately $108 per $500 limited partner interest. These
losses can be deducted on disposition of the Film Rights if they have not
previously been utilized by the limited partners.

THE FOREGOING DISCUSSION IS INTENDED TO BE A SUMMARY OF THE MATERIAL INCOME
TAX CONSIDERATIONS OF THE SALE OF PARTNERSHIP ASSETS AND DISSOLUTION. EACH
LIMITED PARTNER SHOULD CONSULT ITS OWN TAX ADVISOR CONCERNING ITS PARTICULAR TAX
CIRCUMSTANCES AND THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES
TO IT OF THE SALE OF PARTNERSHIP ASSETS AND THE DISSOLUTION OF THE PARTNERSHIP.

Page 31
<Page>

DOCUMENTS INCLUDED

Included with this proxy statement are the following documents:

o The Partnership's Annual Report on Form 10-K for the year ended
December 31, 2000.

o The Partnership's Amendment No. 1 to its Annual Report on Form 10-K
for the year ended December 31, 2000.

o The Partnership's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

o The Partnership's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001.

FORWARD-LOOKING STATEMENTS

Some of the information included in this proxy statement, any attachments
and the documents incorporated by reference contain forward-looking statements.
Forward-looking statements use forward-looking terms such as "believe,"
"expect," "may," "intend," "will," "project," "should" or "anticipate" or other
similar words. These statements discuss "forward-looking" information such as:

o future net revenues from film distribution;

o future cash distributions to investors in the Partnership; and

o amounts or ranges of net proceeds from sales of the Partnership's
assets.

Other factors that could cause actual results to differ materially from
those anticipated are discussed in the Partnership's periodic filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 2000.

When considering these forward-looking statements, you should keep in mind
the risk factors and other cautionary statements in this proxy statement, any
attachment and the documents incorporated by reference. The Partnership will not
update these forward-looking statements unless the securities laws require an
updating.

OTHER MATTERS

INCORPORATION BY REFERENCE

The Partnership's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 2000 and the Partnership's Quarterly Report on Form
10-Q for the fiscal quarters ended March 31, 2001 and June 30, 2001 are
incorporated by reference in their entirety in this Proxy Statement. All
subsequent documents filed by the Partnership prior to the vote pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934
are hereby incorporated by reference.

JONES ENTERTAINMENT GROUP, LTD.
as General Partner of the Partnership

/s/ Lorri Ellis
--------------------------------------
Lorri Ellis
Secretary

Page 32
<Page>

FORM OF PROXY
JONES PROGRAMMING PARTNERS 1-A, LTD.

**VOTING OPTIONS**
YOU MAY VOTE BY TELEPHONE
(OR COMPLETE THE PROXY CARD BELOW AND RETURN IT BY
MAIL IN THE ENCLOSED ENVELOPE)

If voting by proxy, you may vote either by mail, fax or telephone. Your
telephone vote authorizes the named proxies to vote your interests in the same
manner as if you marked, signed and returned your proxy card by mail. To vote by
telephone, please read the accompanying proxy statement and then follow these
steps:

TO VOTE BY PHONE: CALL TOLL FREE 1-866-227-8683 ANY TIME ON A TOUCH-TONE
TELEPHONE.

THERE IS NO CHARGE TO YOU FOR THE CALL. PLEASE HAVE THIS
FORM AVAILABLE WHEN YOU CALL THE TOLL-FREE NUMBER.

Enter the 10-digit pin number located below.

To vote FOR on the Proposal, as the General Partner
recommends, PRESS 1.

To vote AGAINST the Proposal PRESS 2.

To ABSTAIN on the Proposal PRESS 3.

If you vote by telephone, please DO NOT mail back the proxy.

THANK YOU FOR VOTING!

/ /
PIN NUMBER FOR
TELEPHONIC VOTING

FOLD AND DETACH HERE
--------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE PARTNERSHIP
BY THE GENERAL PARTNER
FOR A SPECIAL MEETING OF THE LIMITED PARTNERS

The undersigned hereby appoints Timothy J. Burke and Lorri Ellis as
Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designed herein, all limited
partnership interests of JONES PROGRAMMING PARTNERS 1-A, LTD. held of record by
the undersigned on September 28, 2001 for a special meeting of limited partners
to be held at the corporate offices of the General Partner, 9697 E. Mineral
Avenue, Englewood, Colorado, on Monday, November 5, 2001, at 9:30 a.m.,
Mountain Time.

THE GENERAL PARTNER RECOMMENDS A VOTE "FOR" THE FOLLOWING ITEM:

1) The adoption of a proposal for the sale of substantially all of the assets
of the Partnership and the ultimate dissolution of the Partnership. (Note:
The asset sale and dissolution of the Partnership comprise a single
proposal, and a vote in favor of the proposal will constitute a vote in
favor of each of these matters.)

/ / FOR / / AGAINST / / ABSTAIN

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF
NO SPECIFICATION IS MADE, IT WILL BE VOTED FOR THE PROPOSAL.

(TO BE SIGNED ON OTHER SIDE.)

Page A-1
<Page>

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO ACT UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.

----------------------------------------
Date

----------------------------------------
Signature

----------------------------------------
(Signature if held jointly)

Please sign exactly as your name appears
at the left. When partnership interests
are held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
corporation, please sign in full
corporate name by president or other
authorized person. If a partnership,
please sign in partnership name by
authorized person.

YOU MAY FAX YOUR SIGNED PROXY TO 214-887-7198.

Page A-2

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

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ______ to ______

Commission file number: 0-19075

JONES PROGRAMMING PARTNERS 1-A, LTD.
------------------------------------
(Exact name of registrant as specified in its charter)
<Table>

COLORADO 84-1088820
-------------------------- ---------------------------------
(State of Organization) (IRS Employer Identification No.)

9697 E. MINERAL AVENUE, ENGLEWOOD, COLORADO 80112 (303) 792-3111
------------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's telephone no.
including area code)
</Table>

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

Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 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
------- -------

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

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

DOCUMENTS INCORPORATED BY REFERENCE: None

Information contained in this Form 10-K Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included in this Form 10-K Report that address activities,
events or developments that the General Partner or the Partnership expects,
believes or anticipates will or may occur in the future are forward-looking
statements. These forward-looking statements are based upon certain assumptions
and are subject to a number of risks and uncertainties. Actual results could
differ materially from the results predicted by these forward-looking
statements.

PART I.

ITEM 1. BUSINESS

Jones Programming Partners 1-A, Ltd. (the "Partnership") is a Colorado
limited partnership that was formed in April 1989 pursuant to the public
offering of limited partnership interests in the Jones Programming Partners
Limited Partnership Program. Jones Entertainment Group, Ltd. is the general
partner of the Partnership (the "General Partner"). The Partnership was formed
to acquire, develop and own rights to produce and license original programming.
All the Partnership's films are subject to a variety of license agreements for
various markets. Some of these agreements will last beyond the year 2001. The
General Partner charges the Partnership for certain direct costs incurred on the
Partnership's behalf. See further discussion of such costs charged to the
Partnership by the General Partner in ITEM 8, FINANCIAL STATEMENTS, NOTE 4. As
of December 31, 2000, the Partnership had three programming properties: "The
Little Kidnappers," "The Story Lady" and "Curacao." It is not anticipated that
the Partnership will invest in any additional programming, but instead will
focus on the distribution and/or sale of its existing programming. Following is
a description of the Partnership's programming.

THE LITTLE KIDNAPPERS

In January 1990, the General Partner, on behalf of the Partnership,
entered into an agreement with Jones Maple Leaf Productions to produce a
full-length made-for-television film entitled "The Little Kidnappers." The total
film cost was approximately $3,200,000. Of this amount, the Partnership invested
approximately $2,794,000, which included a production and overhead fee of
$300,000 paid to the General Partner. In March 1999, the Partnership fully
amortized its net investment in this film. From inception to December 31, 2000,
the Partnership has recognized approximately $3,003,000 of revenue from this
film, which includes the initial license fees of approximately $1,365,000 from
The Disney Channel and the Canadian Broadcasting Corporation, which were used to
help finance the film's production.

THE STORY LADY

In April 1991, the General Partner, on behalf of the Partnership,
entered into an agreement with NBC Productions, Inc. ("NBCP") for the production
of a full-length, made-for-television film entitled "The Story Lady." The total
cost of the film was approximately $4,300,000. Of this amount, the Partnership
invested approximately $1,183,000 in return for certain distribution rights to
this film. Included in the total amount invested is a production and overhead
fee of $120,000 paid to the General Partner. In December 1995, the Partnership
fully amortized its net investment in this film. From inception to December 31,
2000, the Partnership has recognized approximately $2,299,000 of revenue from
this film.

The Partnership has an agreement with NBCP to distribute "The Story
Lady" in foreign markets. Under this agreement, the Partnership paid $1,000,000
for all the distribution rights to "The Story Lady" except for NBC network
exhibition and certain other rights. The Partnership licensed back the foreign
rights to NBCP for an eight year term (which expired at the end of 1999 and has
been extended on a month to month basis) and the Partnership retained domestic
distribution rights, principally home video, non-network free television, pay
television, and non-theatrical.

The Partnership and NBCP revenues are pooled and are to be paid to the
parties until each receives its original investment plus interest (the
"unrecouped amount"). The Partnership is fully recouped. In September 1999, NBCP
first claimed that it had mistakenly not taken the full amount of its
distribution fees, and was entitled to an additional amount of approximately
$200,000. The Partnership does not believe that NBCP is entitled to the
distribution fees that it claims.

As of December 31, 2000, NBCP reported that it had not recouped
approximately $469,000 of its original investment, plus interest. While the
Partnership disputes whether NBCP is entitled to recover its entire claimed
unrecouped amount under the agreement, an unfavorable outcome to the Partnership
would make it unlikely that the Partnership will receive income from this film
in the near future, or at all. Through December 31, 2000, the Partnership had
received approximately $190,000 from distributors which was not applied to
NBCP's unrecouped amount. As of December 31, 2000, the Partnership had reported
this amount as an accrued liability. There is no assurance regarding the
favorable resolution of this matter. The Partnership does not have the funds to
make such payment, nor is it likely that the Partnership could borrow the
necessary funds. Any proceeds from the sale of the Partnership's programming
interests will likely have to be applied to some or all of the amounts claimed
by NBCP.

CURACAO

In October 1992, the General Partner, on behalf of the Partnership,
entered into an agreement with Showtime Networks, Inc. ("Showtime") for the
production of a full-length, made-for-television film entitled "Curacao." The
total production cost of the film incurred by the Partnership was approximately
$4,410,000. In addition to the costs of production, the Partnership paid the
General Partner $500,000 as a production and overhead fee for services rendered
in connection with arranging the Showtime presale and supervising production of
this picture. In December 1999, the Partnership fully amortized its net
investment in this film. From inception to December 31, 2000, the Partnership
has recognized approximately $4,062,000 of revenue from this film, which
includes the initial license fee and home video advance from Showtime of
$2,650,000, which was used to finance the film's production.

GENERAL MATTERS

The General Partner, on behalf of the Partnership, is pursuing the sale
of the Partnership's interests in its programming. See further discussion of the
Partnership's distribution efforts concerning these films in ITEM 7,
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. None of the Partnership's films are presently generating any
significant revenue. There is no assurance that the Partnership will be
successful in obtaining a buyer or buyers for the assets of the Partnership or
that the terms or conditions of any sale will be favorable to the Partnership.
Many of the factors set forth below which affect the distribution of the films
will also affect the saleability of the films themselves. If efforts to sell the
Partnership's assets are not successful, the Partnership will continue to seek
distribution for its films. The Partnership has obtained the services of a
broker to assist in the sale of the Partnership's films. Pursuant to the
services agreement, the broker will receive a 10% commission for arranging the
sale, or sales, of the Partnership's films.

The Partnership has encountered intense competition in connection with
its attempts to distribute its programming. There is competition within the
television programming industry for exhibition time on cable television
networks, broadcast networks and independent television stations. Acceptance of
the programming in certain distribution media may be limited and the programming
will compete with other types of television programming in all domestic and
international distribution media and markets. The age and technical
specifications of the Partnership's programming may also limit distribution in
certain international and domestic markets. The success of programming is also
dependent in part on public taste, which is unpredictable and susceptible to
change. In international markets, the Partnership has, in the past, and may
again encounter additional risks, such as foreign currency rate fluctuations,
compliance and regulatory requirements, differences in tax laws, and economic
and political environments.

The Partnership's films have been distributed in a number of markets.
It is not known whether the Partnership can successfully exploit any of its
films in these or other markets in the future. There can be no assurance that
the distribution efforts made by the Partnership, the General Partner or
unaffiliated parties on behalf of the Partnership for its programming will be
successful.

ITEM 2. PROPERTIES

SEE ITEM 1.

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.

PART II.

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

While the Partnership is publicly held, there is no public market for
the limited partnership interests and it is not expected that such a market will
develop in the future. As of February 28, 2001, the number of equity security
holders in the Partnership was 832.

ITEM 6. SELECTED FINANCIAL DATA

FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------------
1996 1997 1998 1999 2000
-------------- -------------- ---------------------------- ---------------

Gross revenues $ 211,669 $ 222,714 $ 195,717 $ 9,077 $ 27,273
Costs of filmed entertainment 107,418 93,983 11,546 6,027 -
Distribution fees and expenses 58,229 98,471 196,695 119,104 15,463
Loss from write-down of
film production cost 656,744 - - 58,946 -
Operating, general and administrative
expenses 62,499 94,162 115,247 61,810 43,239
Operating loss (673,221) (63,902) (127,771) (236,810) (31,429)
Net loss (654,916) (54,372) (117,496) (237,119) (25,626)
Net loss per limited partnership unit (50.88) (4.22) (9.13) (18.42) (1.99)
Weighted average number of limited
partnership units outstanding 12,743 12,743 12,743 12,743 12,743
General partner's deficit (49,284) (49,828) (52,612) (54,983) (55,239)
Limited partners' capital (deficit) 517,422 463,594 187,985 (46,763) (72,133)
Total assets 657,221 442,164 265,317 90,254 72,725
General partner advances 15,600 8,303 11,045 10,273 1,973

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

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

RESULTS OF OPERATIONS

2000 COMPARED TO 1999

Revenues of the Partnership increased $18,196, from $9,077 in 1999 to $27,273 in
2000. This increase was primarily the result of revenue collection efforts made
by the General Partner with respect to "Curacao". Revenue from "Curacao" was
$3,703 in 1999 as compared to $26,807 in 2000. International and domestic sales
of "The Little Kidnappers" and "The Story Lady" decreased, resulting in
Partnership revenue of $4,455 and $919, respectively, in 1999 compared to $469
and $0, respectively, in 2000. "The Story Lady" was actively being distributed
in 2000, however, due to the unrecouped position of NBCP, the Partnership was
not entitled to any of the revenue generated by the film.

Filmed entertainment costs decreased $6,027, from $6,027 in 1999 to $0 in 2000.
This decrease was the result of the full amortization of the capitalized
production costs relating to "The Little Kidnappers" in March 1999 and to
"Curacao" in December 1999. Filmed entertainment costs are amortized over the
life of the film in the ratio that current gross revenues bear to anticipated
gross revenues.

Distribution fees and expenses decreased $103,641, from $119,104 in 1999 to
$15,463 in 2000. This decrease was due primarily to the Partnership recording
$119,081 in royalties owed NBCP for the "Story Lady" in 1999 compared to $15,000
in 2000. These distribution fees and expenses relate to the compensation due and
costs incurred by distributors in selling the Partnership's programming in the
domestic and international markets. The timing and amount of distribution fees
and expenses vary depending upon the individual market in which programming is
distributed.

The Partnership did not have a loss on write-down of film production in 2000.
The loss from the write-down of film production of $58,946 in 1999, was the
result of a full write-down of the Partnership's net investment in

"Curacao", as of December 31, 1999. As of December 31, 1999, the Partnership had
expensed all costs related to the production of each of its three films.

Operating, general and administrative expenses decreased $18,571, from $61,810
in 1999 to $43,239 in 2000. This decrease was due primarily to the Partnership
writing off an outstanding receivable of $26,129 in 1999. A similar write off
did not occur in 2000. This decrease was partially offset by an increase in
legal expenses related to the potential sale of the Partnership's assets.

Interest income increased $2,466, from $3,337 in 1999 to $5,803 in 2000. This
increase in interest income was the result of higher interest rates and higher
levels of invested cash balances during 2000 compared to 1999.

Limited Partners' net loss per partnership unit decreased $16.43, from $(18.42)
in 1999 to $(1.99) in 2000. This change was due to the results of operations as
discussed above.

1999 COMPARED TO 1998

Revenues of the Partnership decreased $186,640, from $195,717 in 1998 to $9,077
in 1999. This decrease was due primarily to a decrease in domestic and
international sales of "The Little Kidnappers" and "The Story Lady," which were
$12,354 and $183,324, respectively, for 1998 as compared to $4,455 and $919,
respectively, in 1999. International sales of "Curacao" increased $3,664, from
$39 in 1998 to $3,703 in 1999.

Filmed entertainment costs decreased $5,519, from $11,546 in 1998 to $6,027 in
1999. This decrease resulted primarily from the decrease in Partnership revenues
and the full amortization in March 1999 of the "Little Kidnappers". Filmed
entertainment costs are amortized over the life of the film in the ratio that
current gross revenues bear to anticipated gross revenues.

Distribution fees and expenses decreased $77,591, from $196,695 in 1998 to
$119,104 in 1999. This decrease was due primarily to royalties that became due
to artisan guilds in 1998 related to "Story Lady" and the decrease in revenues
received from the three films. These distribution fees and expenses relate to
the compensation due and costs incurred by distributors in selling the
Partnership's programming in the domestic and international markets. The timing
and amount of distribution fees and expenses vary depending upon the individual
market in which programming is distributed.

Loss on write-down of film production of $58,946 in 1999, was the result of a
full write-down of the Partnership's net investment in "Curacao", as of December
31, 1999. No such write-down was taken in 1998. As of December 31, 1999, the
Partnership had expensed all costs related to the production of films.

Operating, general and administrative expenses decreased $53,437, from $115,247
in 1998 to $61,810 in 1999. This decrease was due primarily to an allowance of
$80,300 made during 1998 related to the potential uncollectibility of an
outstanding international income receivable.

Interest income decreased $6,198, from $9,535 in 1998 to $3,337 in 1999. This
decrease in interest income was the result of lower average levels of invested
cash balances existing during 1999 as compared to 1998.

Limited Partners' net income per partnership unit changed $(9.29), from $(9.13)
in 1998 to $(18.42) in 1999. This change was due to the results of operations as
discussed above.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

The Partnership's principal sources of liquidity are cash on hand and amounts
received from the domestic and international distribution of the Partnership's
programming. The Partnership had approximately $73,000 in cash as of December
31, 2000. The Partnership will not invest in any additional programming
projects, but instead will focus on the distribution and/or sale of its three
existing films.

The Partnership will retain a certain level of working capital, including any
necessary reserves, to fund its operating activities. It is anticipated that any
future distributions will only be made from proceeds received from the sale of
the Partnership's assets. There is no assurance regarding the timing or amount
of any future distributions.

The General Partner has initiated sales efforts but cannot predict at this time
when or at what price the Partnership's interests in its programming ultimately
will be sold. The films may be sold as a group or on a one by one basis, in the
judgement of the General Partner. Any direct costs incurred by the General
Partner on behalf of the Partnership in soliciting and arranging for the sale,
or sales, of the Partnership's programming projects will be charged to the
Partnership. The Partnership does not have the funds necessary to pay NBCP its
claimed unrecouped costs involved with "The Story Lady" and even if the
Partnership is successful in finding a buyer or buyers for all of its property,
the proceeds may not be sufficient to allow for any distributions to the
Partners. It is probable that the distributions of the proceeds from the sales
of the Partnership's programming projects, if any, together with all prior
distributions paid to the limited partners, will return to the limited partners
less than 75% of their initial capital contributions to the Partnership. The
Partnership has obtained the services of a broker to assist in the sale of the
Partnership's films. Pursuant to the services agreement, the broker will receive
a 10% commission for arranging the sale, or sales, of the Partnership's films.

The General Partner believes that the Partnership has, and will continue to
have, sufficient liquidity to fund its ongoing operations and to meet its
obligations so long as quarterly distributions are suspended and provided the
Partnership is able to reach a satisfactory resolution with respect to the
claims made by NBCP. However, there can be no assurance that such a resolution
can be achieved. The General Partner does not anticipate cash flow from the
films to increase significantly in the future. The lack of significant cash flow
presently being generated by the Partnership's films may negatively effect the
ultimate sales price of the films.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.

The Partnership does not hold any financial instruments which present
significant interest or market risk.

ITEM 8. FINANCIAL STATEMENTS

JONES PROGRAMMING PARTNERS 1-A, LTD.

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 1999 AND 2000

INDEX

PAGE
-----------

Report of Independent Public Accountants 9

Statements of Financial Position 10

Statements of Operations 11

Statements of Partners' Capital (Deficit) 12

Statements of Cash Flows 13

Notes to Financial Statements 14

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Jones Programming Partners 1-A, Ltd.:

We have audited the accompanying statements of financial position of Jones
Programming Partners 1-A, Ltd. (a Colorado limited partnership) as of December
31, 1999 and 2000, and the related statements of operations, partners' capital
(deficit) and cash flows for each of the three years in the period ended
December 31, 2000. These financial statements are the responsibility of the
General Partner's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jones Programming Partners 1-A,
Ltd. as of December 31, 1999 and 2000, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 2, 2001.

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

STATEMENTS OF FINANCIAL POSITION

DECEMBER 31,
-------------------------------------
1999 2000
------------ ------------

ASSETS

CASH AND CASH EQUIVALENTS (Note 2) $ 86,626 $ 72,725

RECEIVABLES:
International income receivable 156 -
Domestic income receivable 3,472 -

INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $8,887,206
and $8,887,206 as of December 31, 1999 and
2000, respectively (Notes 2 and 5) - -
------------ ------------

Total assets $ 90,254 $ 72,725
=========== ===========

LIABILITIES AND PARTNERS' DEFICIT

LIABILITIES:
Accounts payable to affiliates $ 10,273 $ 1,973
Accrued liabilities 181,727 198,124
----------- -----------

Total liabilities 192,000 200,097
----------- -----------

PARTNERS' CAPITAL (DEFICIT) (Note 3):
General partner -
Contributed capital 1,000 1,000
Distributions (42,440) (42,440)
Accumulated deficit (13,543) (13,799)
------------ -----------

Total general partner's deficit (54,983) (55,239)
----------- -----------

Limited partners -
Contributed capital
(12,743 units outstanding as of
December 31, 1999 and 2000) 5,459,327 5,459,327
Distributions (4,201,502) (4,201,502)
Accumulated deficit (1,304,588) (1,329,958)
------------ -----------

Total limited partners' deficit (46,763) (72,133)
------------ ------------

Total partners' deficit (101,746) (127,372)
------------ ------------

Total liabilities and partners' deficit $ 90,254 $ 72,725
=========== ===========

The accompanying notes are an integral part of these financial statements.

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------
1998 1999 2000
--------- --------- ---------

REVENUES (Notes 2 and 5) $ 195,717 $ 9,077 $ 27,273

COSTS AND EXPENSES:
Costs of filmed entertainment (Notes 2 and 5) 11,546 6,027 --
Distribution fees and expenses (Note 2) 196,695 119,104 15,463
Loss from write-down of film production cost
(Notes 2 and 5) -- 58,946 --
Operating, general and administrative
expenses (Note 4) 115,247 61,810 43,239
--------- --------- ---------

Total costs and expenses 323,488 245,887 58,702
--------- --------- ---------

OPERATING LOSS (127,771) (236,810) (31,429)
--------- --------- ---------

OTHER INCOME (EXPENSE):
Interest income 9,535 3,337 5,803
Other income (expense), net 740 (3,646) --
--------- --------- ---------

Total other income (expense), net 10,275 (309) 5,803
--------- --------- ---------

NET LOSS $(117,496) $(237,119) $ (25,626)
========= ========= =========

ALLOCATION OF NET LOSS:
General partner $ (1,175) $ (2,371) $ (256)
========= ========= =========

Limited partners $(116,321) $(234,748) $ (25,370)
========= ========= =========

NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (9.13) $ (18.42) $ (1.99)
========= ========= =========

WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 12,743 12,743 12,743
========= ========= =========

The accompanying notes are an integral part of these financial statements.

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1998 1999 2000
-------------- -------------- -------------

GENERAL PARTNER:
Balance, beginning of year $ (49,828) $ (52,612) $ (54,983)
Distributions (1,609) - -
Net loss (1,175) (2,371) (256)
----------- ----------- -----------

Balance, end of year $ (52,612) $ (54,983) $ (55,239)
=========== =========== ===========

LIMITED PARTNERS:
Balance, beginning of year $ 463,594 $ 187,985 $ (46,763)
Distributions (159,288) - -
Net loss (116,321) (234,748) (25,370)
----------- ----------- -----------

Balance, end of year $ 187,985 $ (46,763) $ (72,133)
=========== =========== ===========

TOTAL PARTNERS' CAPITAL (DEFICIT) $ 135,373 $ (101,746) $ (127,372)
=========== =========== ===========

The accompanying notes are an integral part of these financial statements.

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------

1998 1999 2000
--------------- ------------- --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (117,496) $ (237,119) $ (25,626)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Amortization of filmed entertainment costs 11,546 6,027 -
Loss from write-down of film production cost - 58,946 -
Decrease in international income receivable 97,253 25,119 156
Decrease (increase) in domestic income receivable (76,122) 77,650 3,472
Decrease in other assets - 3,275 -
Net change in amounts due to/from affiliates 2,742 (772) (8,300)
Increase in accrued liabilities 98,804 62,828 16,397
---------- ------------ -----------

Net cash provided by (used in) operating activities 16,727 (4,046) (13,901)
---------- ------------ -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (160,897) - -
---------- ------------ -----------

Net cash used in financing activities (160,897) - -
---------- ------------ -----------

DECREASE IN CASH AND CASH EQUIVALENTS (144,170) (4,046) (13,901)

CASH AND CASH EQUIVALENTS, beginning of year 234,842 90,672 86,626
---------- ------------ -----------

CASH AND CASH EQUIVALENTS, end of year $ 90,672 $ 86,626 $ 72,725
=========== =========== ===========

The accompanying notes are an integral part of these financial statements.

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION AND BUSINESS

Organized in April 1989, Jones Programming Partners 1-A, Ltd. (the
"Partnership") is a limited partnership formed pursuant to the laws of the
State of Colorado to engage in the development, production, acquisition,
licensing and distribution of original entertainment programming. Jones
Entertainment Group, Ltd. is the "General Partner" of the Partnership.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS - The Partnership considers all highly-liquid
investments with a maturity when purchased of three months or less to be
cash equivalents.

FILM REVENUE RECOGNITION - The Partnership recognizes revenue in accordance
with the provisions of Statement of Financial Accounting Standards No. 139
("SFAS No. 139") and AICPA Statement of Position No. 00-2 ("SOP 00-2").
Pursuant to SFAS No. 139 and SOP 00-2, revenues from domestic and
international licensing agreements for programming are recognized when such
amounts are known and the film is available for exhibition or telecast, and
when certain other criteria set forth in SFAS No. 139 and SOP 00-2 are met.
Advances received for licensing or other purposes prior to exhibition or
telecast are deferred and recognized as revenue when the above conditions
are met. The adoption of SFAS No. 139 and SOP 00-2 in 2000 did not
materially effect the manner in which the Partnership recognizes revenue.

INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION - Investment in and advances
for film production consists of advances to production entities for story
rights, production, and film completion costs, and is stated at the lower
of cost or estimated net realizable value. In addition, film production and
overhead fees payable to the General Partner have been capitalized and
included as investment in film production. Film production costs are
amortized based upon the individual-film-forecast method. Estimated losses,
if any, will be provided for in full when determined by the General Partner
(see Note 5.)

DISTRIBUTION COSTS - Distribution fees and expenses incurred in connection
with domestic and international film distribution are recorded at the time
that the related licensing fees are recognized as revenue by the
Partnership. Similarly, the Partnership expenses film advertising costs
related to distribution when the advertising takes place.

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

(3) PARTNERS' CAPITAL (DEFICIT)

The capitalization of the Partnership is set forth in the accompanying
Statements of Partners' Capital (Deficit). No limited partner is or will be
obligated to make any additional contributions to the Partnership. The
General Partner purchased its interest in the Partnership by contributing
$1,000 to Partnership capital.

Profits, losses and distributions of the Partnership are allocated 99
percent to the limited partners and 1 percent to the General Partner until
the limited partners have received distributions equal to 100 percent of
their capital contributions plus an annual return thereon of 12 percent,
cumulative and non-compounded. Thereafter, profits/losses and distributions
will generally be allocated 80 percent to the limited partners and 20
percent to the General Partner. Interest income earned prior to the start
of the Partnership's first production was allocated 100 percent to the
limited partners. It is probable that the

distributions of the proceeds from the sales of the Partnership's
programming, if any, together with all prior distributions paid to the
limited partners, will return to the limited partners less than 75% of
their initial capital contributions to the Partnership.

(4) TRANSACTIONS WITH AFFILIATES

The General Partner is entitled to reimbursement from the Partnership for
its direct and indirect expenses allocable to the operations of the
Partnership, which shall include, but not be limited to, rent, supplies,
telephone, travel, legal expenses, accounting expenses, preparation and
distribution of reports to investors and salaries of any full or part-time
employees. Because the indirect expenses incurred by the General Partner on
behalf of the Partnership are immaterial, the General Partner generally
does not charge indirect expenses to the Partnership. The General Partner
charged $15,442, $10,856, and $9,680 to the Partnership for direct expenses
for the years ended December 31, 1998, 1999, and 2000, respectively.

(5) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION

"THE LITTLE KIDNAPPERS"

In January 1990, the General Partner, on behalf of the Partnership, entered
into an agreement with Jones Maple Leaf Productions to produce a
full-length feature film for television entitled "The Little Kidnappers."
The total film cost was approximately $3,200,000. Of this amount, the
Partnership invested approximately $2,794,000, which included a production
and overhead fee of $300,000 paid to the General Partner. From inception to
December 31, 2000, the Partnership has recognized approximately $3,003,000
of revenue from this film, which includes the initial license fees of
approximately $1,365,000 from The Disney Channel and the Canadian
Broadcasting Corporation, which were used to finance the film's production.

In March 1999, the Partnership fully amortized its net investment in this
film.

"THE STORY LADY"

In April 1991, the General Partner, on behalf of the Partnership, entered
into an agreement with NBC Productions, Inc. ("NBCP") for the production of
a full-length made-for-television film entitled "The Story Lady." The total
cost of the film was approximately $4,300,000. Of this amount, the
Partnership invested approximately $1,183,000 in return for worldwide
distribution rights to this film, excluding United States and Canadian
broadcast television rights. Included in the total amount invested is a
production and overhead fee of $120,000 paid to the General Partner. From
inception to December 31, 2000, the Partnership has recognized
approximately $2,299,000 of revenue from this film. In December 1999, the
Partnership wrote off the outstanding receivable of $26,129. This write off
is reflected in operating, general and administrative expenses in the
accompanying statement of operations.

In December 1995, the Partnership fully amortized its net investment in
this film.

The Partnership has an agreement with NBCP to distribute "The Story Lady"
in foreign markets. Under this agreement, the Partnership paid $1,000,000
for all the distribution rights to "The Story Lady" except for NBC network
exhibition and certain other rights. The Partnership licensed back the
foreign rights to NBCP for an eight year term (which expired at the end of
1999 and has been extended on a month to month basis) and the Partnership
retained domestic distribution rights, principally home video, non-network
free television, pay television, and non-theatrical.

The Partnership and NBCP revenues are pooled and are to be paid to the
parties until each receives its original investment plus interest (the
"unrecouped amount"). The Partnership is fully recouped. In September 1999,
NBCP first claimed that it had mistakenly not taken the full amount of its
distribution fees, and was entitled to an additional amount of
approximately $200,000. The Partnership does not believe that NBCP is
entitled to the distribution fees that it claims.

As of December 31, 2000, NBCP reported that it had not recouped
approximately $469,000 of its original investment, plus interest. Through
December 31, 2000, the Partnership had received approximately

$190,000 from distributors, which was not applied to NBCP's unrecouped
amount. As of December 31, 2000, the Partnership had reported this amount
as an accrued liability. There is no assurance regarding the favorable
resolution of this matter. The Partnership does not have the funds to make
such payments, nor is it likely that the Partnership could borrow the
necessary funds.

"CURACAO"

In October 1992, the General Partner, on behalf of the Partnership, entered
into an agreement with Showtime Networks, Inc. ("Showtime") for the
production of a full-length, made-for-television film entitled "Curacao."
The total production cost of the film was approximately $4,410,000. In
addition to the costs of production, the Partnership paid the General
Partner $500,000 as a production and overhead fee for services rendered in
connection with arranging the Showtime pre-sale and supervising production
of this picture. From inception to December 31, 2000, the Partnership has
recognized approximately $4,062,000 of revenue from this film, which
includes the initial license fee and home video advance from Showtime of
$2,650,000 which was used to finance the film's production.

During the fourth quarter 1999, the General Partner reassessed the
anticipated gross revenue remaining from the distribution of "Curacao"
based on revised estimated television sales projections and actual results
of the film's distribution in comparison to the film's prior projections. A
determination was made by the General Partner that the Partnership's net
investment in "Curacao" exceeded the film's estimated net realizable value
as of December 31, 1999, resulting in a write down of $58,946.

These revenue projections were estimated by the General Partner based on
the film's prior distribution history, the remaining international and
domestic territories available to the film for future television
distribution and the General Partner's previous distribution experience
with other films.

In December 1999, after consideration of amortization and write-downs, the
Partnership fully amortized its net investment in this film.

(6) INCOME TAXES

Income tax provision (benefit) resulting from the Partnership's operations
are not reflected in the accompanying financial statements as such amounts
accrue directly to the partners. The Federal and state income tax returns
of the Partnership are prepared and filed by the General Partner.

The Partnership's tax returns, the qualification of the Partnership as a
limited partnership for tax purposes, and the amount of distributable
Partnership income or loss are subject to examination by Federal and state
taxing authorities. If such examinations result in changes with respect to
the Partnership's tax status or to the Partnership's recorded income or
loss, the tax liability of the general and limited partners would be
adjusted accordingly.

The Partnership's only significant book-tax differences between the
financial reporting and tax bases of the Partnership's assets and
liabilities are associated with: 1) the difference between the amount of
film production cost amortization and loss from write-down of film
production cost recognized under generally accepted accounting principles
and the amount of expense allowed for tax purposes; and 2) the allowance
for doubtful accounts which is not yet deductible for tax purposes. Film
production cost recognized under accounting principles generally accepted
in the United States exceeded (was less than) the amount of expense
recognized for tax purposes by approximately $91,300, ($472,400) and $0 for
the years ended December 31, 1998, 1999 and 2000, respectively.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership itself has no officers or directors. Certain information
concerning directors and executive officers of the General Partner of the
Registrant is set forth below. Each of the directors serves until the next
annual meeting of the shareholders of the General Partner and until their
successors shall be elected and qualified.

NAME AGE POSITIONS WITH THE GENERAL PARTNER

Glenn R. Jones 71 Chairman of the Board, Chief Executive
Officer and President
Timothy J. Burke 50 Vice President and Director

Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the General Partner since its inception and he has
served as President of the General Partner since April 1994. Mr. Jones is also
the Chairman of the Board of Directors and Chief Executive Officer of the
General Partner's principal shareholder, Jones 21st Century, Inc., a subsidiary
of Jones International, Ltd. He is also an officer and director of a number of
subsidiaries for Jones Media Networks, Ltd. (formerly known as Jones
International Networks, Ltd.). For more than five years, until April 1999, Mr.
Jones was Chairman of the Board of Directors and Chief Executive Officer of
Jones Intercable, Inc., a multiple system cable television operator. In
addition, Mr. Jones is a member of the Board and Education Council of the
National Alliance of Business. In 1994, Mr. Jones was inducted into Broadcasting
and Cable's Hall of Fame. Mr. Jones received a B.S. in Economics from Allegheny
College and a J.D. from the University of Colorado School of Law.

Mr. Timothy J. Burke is Vice President and Director of the General Partner.
Mr. Burke is a Group Vice President of Jones International, Ltd. and an officer
and/or director of many other Jones International, Ltd. affiliated companies. He
has over 24 years of financial experience, and has been employed with Jones for
18 years. Prior to the Jones companies, Mr. Burke was a Tax Manager with Arthur
Andersen & Co. He received a B.A. in Accounting and a J.D from the University of
Iowa.

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no employees; however, various personnel are required
to operate its business. Such personnel are employed by the General Partner or
an affiliate of the General Partner and, pursuant to the terms of the
Partnership's limited partnership agreement, the cost of such employment can be
charged by the General Partner to the Partnership as a reimbursement item. SEE
ITEM 13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

As of February 28, 2001, no person or entity owns more than 5 percent of
the limited partnership interests in the Partnership, except for Herbert Borbe.
Mr. Borbe owns 800 of the 12,743 partnership interests outstanding as of
December 31, 2000. Mr. Borbe's address is 1709 134th Avenue S.E., Unit 21,
Bellview, Washington 98005. Mr. Borbe is not a director, officer or employee of
the General Partner or any of its affiliates.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
--------------------------------------------------------

1. Financial statements

2. The following exhibits are filed herewith:

4.1 Limited Partnership Agreement. (1)

(1) Incorporated by reference from the Partnership's
Annual Report on Form 10-K for year ended December
31, 1989.

(b) REPORTS ON FORM 8-K:
-------------------

None.

SIGNATURES

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

JONES PROGRAMMING PARTNERS 1-A, LTD.,
a Colorado limited partnership
By Jones Entertainment Group, Ltd.,
its General Partner

By: /s/ GLENN R. JONES
----------------------------------
Glenn R. Jones
Chairman of the Board, Chief
Executive Officer
Dated: March 21, 2001 and President

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.

By: /s/ GLENN R. JONES
----------------------------------
Glenn R. Jones
Chairman of the Board, Chief
Executive Officer
and President
Dated: March 21, 2001 (Principal Executive Officer)

By: /s/ TIMOTHY J. BURKE
----------------------------------
Dated: March 21, 2001 Timothy J. Burke

20
<Page>

FORM 10-K/A NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
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: 0-19075
-------

JONES PROGRAMMINNG PARTNERS 1-A, LTD.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

COLORADO 84-1088820
--------- ----------
(State of Organization) (IRS Employer
Identification No.)

9697 E. MINERAL AVENUE, ENGLEWOOD, COLORADO 80112 (303) 792-3111
-------------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's telephone
no. including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
----------------------------------------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Limited Partnership
---------------------------------------------------------- Interests

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

Yes X No
---- ----

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. X
---

<Page>

PART IV

ITEM 14. EXHIBITS , FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K

The following document is filed as part of this report:

(3) Exhibits.

4.1 Limited Partnership Agreement and Amendment No. 1 to
the Limited Partnership Agreement. (1)

----------------
(1) Incorporated by reference from the Registrant's Revised Schedule 14A
filed on August 24, 2001.

<Page>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has caused this Amendment No. 1 to its Annual Report on Form 10-K
to be signed on its behalf by the undersigned hereunto duly authorized.

JONES PROGRAMMING PARTNERS 1-A, LTD.,
a Colorado limited partnership
By: Jones Entertainment Group, Ltd.,
its General Partner

Dated: September 14, 2001 By: /s/ Timothy J. Burke
-----------------------------------
Timothy J. Burke
Vice President and Director
<Page>

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001

[ ] 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: 0-19075

JONES PROGRAMMING PARTNERS 1-A, LTD.
(Exact name of registrant as specified in charter)

COLORADO 84-1088820
-------- ----------
(State of organization) (I.R.S. Employer
Identification No.)

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

Indicate by check mark whether the registrant (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 l2 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 ___

<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.

INDEX

<Table>
<Caption>
Page
Number
------

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Unaudited Statements of Financial Position
December 31, 2000 and March 31, 2001 3

Unaudited Statements of Operations
Three Months Ended March 31, 2000 and 2001 4

Unaudited Statements of Cash Flows
Three Months Ended March 31, 2000 and 2001 5

Notes to Unaudited Financial Statements
March 31, 2001 6-7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-9

PART II. OTHER INFORMATION 10
</Table>

<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

UNAUDITED STATEMENTS OF FINANCIAL POSITION

<Table>
<Caption>
December 31, March 31,
2000 2001
------------- --------------

ASSETS
CASH AND CASH EQUIVALENTS $ 72,725 $ 62,595

ACCOUNTS RECEIVABLE - 33,500

INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $8,887,206 as of
December 31, 2000 and March 31, 2001, respectively - -
------------- --------------

Total assets $ 72,725 $ 96,095
============= ==============

LIABILITIES AND PARTNERS' DEFICIT

LIABILITIES:
Accounts payable to affiliates $ 1,973 $ 31,902
Accrued liabilities 198,124 175,559
------------- --------------

Total liabilities 200,097 207,461
------------- --------------

PARTNERS' DEFICIT:
General partner -
Contributed capital 1,000 1,000
Distributions (42,440) (42,440)
Accumulated deficit (13,799) (13,639)
------------- --------------

Total general partner's deficit (55,239) (55,079)
------------- --------------
Limited partners -
Contributed capital, net of offering costs
(12,743 units outstanding as of December 31, 2000
and March 31, 2001) 5,459,327 5,459,327
Distributions (4,201,502) (4,201,502)
Accumulated deficit (1,329,958) (1,314,112)
------------- --------------

Total limited partners' deficit (72,133) (56,287)
------------- --------------

Total partners' deficit (127,372) (111,366)
------------- --------------

Total liabilities and partners' deficit $ 72,725 $ 96,095
============= ==============
</Table>

The accompanying notes are an integral part of these financial statements.

-3-
<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

UNAUDITED STATEMENTS OF OPERATIONS

<Table>
<Caption>
For the Three Months
Ended March 31,
-----------------------------------
2000 2001
------------- -------------

REVENUES $ - $ 34,695

COSTS AND EXPENSES:
Distribution fees and expenses - 8,079
Operating, general and administrative expenses 13,907 11,284
------------- -------------

Total costs and expenses 13,907 19,363
------------- -------------

OPERATING INCOME (LOSS) (13,907) 15,332
------------- -------------

INTEREST INCOME 1,143 674
------------- -------------

NET INCOME (LOSS) $ (12,764) $ 16,006
============= =============

ALLOCATION OF NET INCOME (LOSS):
General Partner $ (128) $ 160
============= =============

Limited Partners $ (12,636) $ 15,846
============= =============

NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (.99) $ 1.24
============= =============

WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 12,743 12,743
============= =============
</Table>

The accompanying notes are an integral part of these financial statements.

-4-
<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

UNAUDITED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
For the Three Months
Ended March 31,
--------------------------------
2000 2001
-------------- ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (12,764) $ 16,006
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Net change in assets and liabilities:
Decrease (increase) in foreign income receivable 156 (33,500)
Decrease in domestic income receivable 3,472 -
Net change in amounts due to affiliates 32,335 29,929
Decrease in accrued liabilities (4,006) (22,565)
-------------- ------------

Net cash provided by (used in) operating activities 19,193 (10,130)
-------------- ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 19,193 (10,130)

CASH AND CASH EQUIVALENTS, beginning of period 86,626 72,725
-------------- ------------

CASH AND CASH EQUIVALENTS, end of period $ 105,819 $ 62,595
============== ============
</Table>

The accompanying notes are an integral part of these financial statements.

-5-
<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a fair presentation of the Statements of
Financial Position and Statements of Operations and Cash Flows in
conformity with accounting principles generally accepted in the United
States. However, in the opinion of management, this data includes all
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position of Jones Programming Partners 1-A, Ltd. (the
"Partnership") as of December 31, 2000 and March 31, 2001 and its results
of operations and its cash flows for the three month periods ended March
31, 2000 and 2001. Results of operations for these periods are not
necessarily indicative of results to be expected for the full year.

(2) TRANSACTIONS WITH AFFILIATED ENTITIES

Jones Entertainment Group, Ltd. ("General Partner") is entitled to
reimbursement from the Partnership for its direct and indirect expenses
allocable to the operations of the Partnership, which shall include, but
not be limited to, rent, supplies, telephone, travel, legal expenses,
accounting expenses, preparation and distribution of reports to investors
and salaries of any full or part-time employees. Because the indirect
expenses incurred by the General Partner on behalf of the Partnership are
immaterial, the General Partner generally does not charge indirect expenses
to the Partnership. The General Partner charged direct expenses of $4,681
and $5,847, to the Partnership for the three-month periods ended March 31,
2000 and 2001, respectively.

(3) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION

"THE LITTLE KIDNAPPERS"

In January 1990, the General Partner, on behalf of the Partnership, entered
into an agreement with Jones Maple Leaf Productions to produce a
full-length feature film for television entitled "The Little Kidnappers."
The total film cost was approximately $3,200,000. Of this amount, the
Partnership invested approximately $2,794,000, which includes a production
and overhead fee of $300,000 paid to the General Partner. From inception to
March 31, 2001, the Partnership has recognized approximately $3,036,000 of
revenue from this film, which includes the initial license fees of
approximately $1,365,000 from The Disney Channel and the Canadian
Broadcasting Corporation, which were used to finance the film's production.
In March 1999, the Partnership fully amortized its net investment in this
film.

"THE STORY LADY"

In April 1991, the General Partner, on behalf of the Partnership, entered
into an agreement with NBC Productions, Inc. ("NBCP") for the production of
a full-length made-for-television film entitled "The Story Lady." The total
cost of the film was approximately $4,300,000. Of this amount, the
Partnership invested approximately $1,183,000 in return for worldwide
distribution rights to this film, excluding United States and Canadian
broadcast television rights. Included in the total amount invested is a
production and overhead fee of $120,000 paid to the General Partner. From
inception to March 31, 2001, the Partnership has recognized approximately
$2,299,000 of revenue from this film. In December 1995, the Partnership
fully amortized its net investment in this film.

The Partnership has an agreement with NBCP to distribute "The Story Lady"
in foreign markets. The Partnership licensed back the foreign rights to
NBCP for an eight year term (which expired at the end of 1999 and has been
extended on a month to month basis) and the Partnership retained domestic
distribution rights, principally home video, non-network free television,
pay television, and non-theatrical.

The Partnership and NBCP revenues are pooled and are to be paid to the
parties until each receives its original investment plus interest (the
"unrecouped amount"). The Partnership is fully recouped. In September 1999,
NBCP first claimed that it had mistakenly not taken the full amount of its
distribution fees, and was entitled to an additional amount of
approximately $200,000. The Partnership does not believe that NBCP is
entitled to the distribution fees that it claims.

-6-
<Page>

As of March 31, 2001, NBCP reported that it had not recouped approximately
$170,000 of its original investment in this film and approximately $283,000
in interest thereon. Interest will continue to accrue on this unrecouped
balance. Through March 31, 2001, the Partnership had received approximately
$174,000 from distributors, which was not applied to NBCP's unrecouped
amount. As of March 31, 2001, the Partnership had reported this amount as
an accrued liability. There is no assurance regarding the favorable
resolution of this matter. The Partnership does not have the funds to make
any such payments to NBCP, nor is it likely that the Partnership could
borrow the necessary funds.

"CURACAO"

In October 1992, the General Partner, on behalf of the Partnership, entered
into an agreement with Showtime Networks, Inc. ("Showtime") for the
production of a full-length, made-for-television film entitled "Curacao."
The total production cost of the film incurred by the Partnership was
approximately $4,410,000. In addition to the costs of production, the
Partnership paid the General Partner $500,000 as a production and overhead
fee for services rendered in connection with arranging the Showtime
pre-sale and supervising production of this picture. From inception to
March 31, 2001, the Partnership has recognized approximately $4,064,000 of
revenue from this film, which includes the initial license fee and home
video advance from Showtime of $2,650,000, which was used to finance the
film's production.

In December 1999, after consideration of approximately $3,450,000 in
amortization and approximately $960,000 in write-downs, the Partnership
fully amortized its net investment in this film.

-7-
<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

The Partnership's principal sources of liquidity are cash on hand and amounts
received from the domestic and international distribution of the Partnership's
programming. As of March 31, 2001, the Partnership had approximately $63,000 in
cash. Cash used in operations for the three months ended March 31, 2001 was
approximately $10,000. The Partnership will not invest in any additional
programming projects, but instead will focus on the distribution and/or sale of
its three existing films.

The Partnership will retain a certain level of working capital, including any
necessary reserves, to fund its operating activities. It is anticipated that
future distributions, if any, will only be made from proceeds received from the
sale of the Partnership's assets. There is no assurance regarding the timing or
amount of any future distributions.

The General Partner, on behalf of the Partnership, is pursuing the sale of the
Partnership's interests in its programming. The General Partner has no
obligation to purchase any assets of the Partnership, nor is it anticipated that
the General Partner will purchase any of such assets. The General Partner cannot
predict when or at what price the Partnership's interests in its programming
ultimately will be sold, but has initiated sales efforts. The films may be sold
as a group or on an individual basis, in the judgement of the General Partner.
The films could also be packaged with the films of an affiliated public limited
partnership. Any direct costs incurred by the General Partner on behalf of the
Partnership in soliciting and arranging for the sale, or sales, of the
Partnership's programming projects will be charged to the Partnership. The
Partnership does not have the funds necessary to pay NBCP its claimed fees and
unrecouped cost and interest involved with "The Story Lady" and even if the
Partnership is successful in finding a buyer or buyers for some or all of its
programming, the proceeds may not be sufficient to allow for any distributions
to the Partners. It is probable that the distributions of the proceeds from the
sales of the Partnership's programming projects, if any, together with all prior
distributions paid to the limited partners, will return to the limited partners
less than 75% of their initial capital contributions to the Partnership. The
Partnership has retained the services of a broker to assist in the sale of the
Partnership's films. Pursuant to the services agreement, the broker will receive
a 10% commission for arranging the sale, or sales, of the Partnership's films.

RESULTS OF OPERATIONS

Revenues of the Partnership increased $34,695, from $0 to $34,695 for the three
months ended March 31, 2000 and 2001, respectively. This increase in revenue was
the result of royalties received from "Curacao" and distribution revenue
recognized for "The Little Kidnappers".

Distribution fees and expenses increased $8,079, from $0 to $8,079 for the three
months ended March 31, 2000 and 2001, respectively. This increase was primarily
the result of an $8,000 payment made to an unaffiliated company to perform
technical work on "The Little Kidnappers", potentially allowing for the film to
be redistributed in parts of Europe. Distribution fees and expenses typically
relate to the compensation due and costs incurred in connection with selling the
Partnership's programming in the domestic and international markets. The timing
and amount of distribution fees and expenses vary depending upon the individual
market in which programming is distributed.

-8-
<Page>

Operating, general and administrative expenses decreased $2,623, from $13,907 to
$11,284 for the three months ended March 31, 2000 and 2001, respectively. This
decrease was primarily due to a decrease in legal and accounting expenses during
the three months ended March 31, 2001 compared to the same period in 2000.

Interest income decreased $469, from $1,143 to $674 for the three months ended
March 31, 2000 and 2001, respectively. This decrease in interest income was
primarily the result of lower average levels of invested cash balances and lower
interest rates during the first three months of 2001 compared to the same period
in 2000.

Limited Partners' net income (loss) per partnership unit changed $2.23, from
$(.99) to $1.24 for the three months ended March 31, 2000 and 2001,
respectively. This change was due to the result of the operations as discussed
above.

-9-
<Page>

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

a) Exhibits

None

b) Reports on Form 8-K

None

-10-
<Page>

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 PROGRAMMING PARTNERS 1-A, LTD.
BY: JONES ENTERTAINMENT GROUP, LTD.
General Partner

By: /s/ Timothy J. Burke
--------------------------------------
Timothy J. Burke
Vice President

Dated: May 10, 2001

-11-

<Page>

FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended June 30, 2001

[ ] 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: 0-19075

JONES PROGRAMMING PARTNERS 1-A, LTD.
(Exact name of registrant as specified in charter)

Colorado 84-1088820
-------- ----------
(State of organization) (I.R.S. Employer Identification No.)

9697 E. Mineral Avenue, Englewood, Colorado 80112 (303) 792-3111
-------------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's telephone no,
including area code)

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

Yes /X/ No / /

<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.

INDEX

<Table>
<Caption>
Page
Number
------

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Unaudited Statements of Financial Position
December 31, 2000 and June 30, 2001 3

Unaudited Statements of Operations
Three and Six Months Ended June 30, 2000 and 2001 4

Unaudited Statements of Cash Flows
Six Months Ended June 30, 2000 and 2001 5

Notes to Unaudited Financial Statements
June 30, 2001 6-7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-9

PART II. OTHER INFORMATION 10
</Table>

<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

UNAUDITED STATEMENTS OF FINANCIAL POSITION

<Table>
<Caption>
December 31, June 30,
2000 2001
----------- -----------
ASSETS

CASH AND CASH EQUIVALENTS $ 72,725 $ 63,585

ACCOUNTS RECEIVABLE -- 33,500

INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $8,887,206 and $8,887,206
as of December 31, 2000 and June 30, 2001, respectively (Note 3) -- --
----------- -----------
Total assets $ 72,725 $ 97,085
=========== ===========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

LIABILITIES:

Accounts payable to affiliates $ 1,973 $ 45,191
Accrued liabilities 198,124 177,184
----------- -----------
Total liabilities 200,097 222,375
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General partner -
Contributed capital 1,000 1,000
Distributions (42,440) (42,440)
Accumulated deficit (13,799) (13,778)
----------- -----------
Total general partner's deficit (55,239) (55,218)
----------- -----------
Limited partners -
Contributed capital, net of offering costs
(12,743 units outstanding as of December 31, 2000
and June 30, 2001) 5,459,327 5,459,327
Distributions (4,201,502) (4,201,502)
Accumulated deficit (1,329,958) (1,327,897)
----------- -----------
Total limited partners' deficit (72,133) (70,072)
----------- -----------
Total partners' deficit (127,372) (125,290)
----------- -----------
Total liabilities and partners' deficit $ 72,725 $ 97,085
=========== ===========
</Table>

The accompanying notes are an integral part of these
unaudited financial statements.

3
<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

UNAUDITIED STATEMENTS OF OPERATIONS

For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------- --------------------------
2000 2001 2000 2001
-------- -------- -------- --------

REVENUES $ 26,804 $ 54 $ 26,804 $ 34,749

COSTS AND EXPENSES:
Distribution fees and expenses 41 -- 41 8,079
Operating, general and administrative expenses 14,660 14,914 28,567 26,198
-------- -------- -------- --------
Total costs and expenses 14,701 14,914 28,608 34,277
-------- -------- -------- --------
OPERATING INCOME (LOSS) 12,103 (14,860) (1,804) 472
-------- -------- -------- --------
INTEREST INCOME 1,456 936 2,599 1,610

NET INCOME (LOSS) $ 13,559 $(13,924) $ 795 $ 2,082
======== ======== ======== ========
ALLOCATION OF NET INCOME (LOSS):
General partner $ 136 $ (139) $ 8 $ 21
======== ======== ======== ========
Limited partners $ 13,423 $(13,785) $ 787 $ 2,061
======== ======== ======== ========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 1.05 $ (1.08) $ .06 $ .16
======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 12,743 12,743 12,743 12,743
======== ======== ======== ========
</Table>

The accompanying notes are an integral part of these
unaudited financial statements.

4
<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

UNAUDITED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
For the Six Months
Ended June 30,
----------------------------
2000 2001
--------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 795 $ 2,082
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Net change in assets and liabilities:
Decrease (increase) in accounts receivable 3,628 (33,500)
Decrease in accrued liabilities (3,856) (20,940)
Increase in accounts payable to affiliates 46,889 43,218
--------- ---------
Net cash provided by (used in) operating activities 47,456 (9,140)
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 47,456 (9,140)

CASH AND CASH EQUIVALENTS, beginning of period 86,626 72,725
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 134,082 $ 63,585
========= =========

</Table>

The accompanying notes are an integral part of these
unaudited financial statements.

5
<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a fair presentation of the Statements of
Financial Position and Statements of Operations and Cash Flows in
conformity with accounting principles generally accepted in the United
States. However, in the opinion of management, this data includes all
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position of Jones Programming Partners 1-A, Ltd. (the
"Partnership") as of December 31, 2000 and June 30, 2001, its results of
operations for the three and six month periods ended June 30, 2000 and
2001, and its cash flows for the six month periods ended June 30, 2000 and
2001. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.

(2) TRANSACTIONS WITH AFFILIATED ENTITIES

Jones Entertainment Group, Ltd. (the "General Partner") is entitled to
reimbursement from the Partnership for its direct and indirect expenses
allocable to the operations of the Partnership, which shall include, but
not be limited to, rent, supplies, telephone, travel, legal expenses,
accounting expenses, preparation and distribution of reports to investors
and salaries of any full or part-time employees. Because the indirect
expenses incurred by the General Partner on behalf of the Partnership are
immaterial, the General Partner generally does not charge indirect expenses
to the Partnership. The General Partner charged direct expenses of $1,676
and $4,705, to the Partnership for the three month periods ended June 30,
2000 and 2001, respectively. For the six month periods ended June 30, 2000
and 2001, $6,357 and $10,552, respectively, were charged to the Partnership
for direct expenses.

(3) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION

"THE LITTLE KIDNAPPERS"

The total cost of this film was approximately $3,200,000. Of this amount,
the Partnership invested approximately $2,794,000, which includes a
production and overhead fee of $300,000 paid to the General Partner. From
inception to June 30, 2001, the Partnership has recognized approximately
$3,036,000 of revenue from this film, which includes the initial license
fees of approximately $1,365,000 from The Disney Channel and the Canadian
Broadcasting Corporation, which were used to finance the film's production.
In March 1999, the Partnership fully amortized its net investment in this
film. In March 2001, EuroArts Medien AG extended its license for certain
foreign television rights to this film for $33,500. The Partnership expects
to collect the $33,500 receivable in the second half of 2001.

"THE STORY LADY"

The total cost of this film was approximately $4,300,000. Of this amount,
the Partnership invested approximately $1,183,000 in return for worldwide
distribution rights to this film, excluding United States and Canadian
broadcast television rights. Included in the total amount invested is a
production and overhead fee of $120,000 paid to the General Partner. From
inception to June 30, 2001, the Partnership has recognized approximately
$2,299,000 of revenue from this film. In December 1995, the Partnership
fully amortized its net investment in this film.

The Partnership licensed back the foreign rights to NBC Productions, Inc.
("NBCP") for an eight year term (which expired at the end of 1999 and was
extended until July 12, 2001, when it was terminated) and the Partnership
retained domestic distribution rights, principally home video, non-network
free television, pay television and non-theatrical.

The Partnership and NBCP revenues are pooled and are to be paid to the
parties until each recoups its original investment plus interest. The
Partnership is fully recouped. In September 1999, NBCP first claimed that
it had mistakenly not taken the full amount of its distribution fees, and
was entitled to an additional amount of approximately $192,500. The
Partnership does not believe that NBCP is entitled to the distribution fees
that it claims.

6
<Page>

NBCP also has reported that it has not recouped approximately $170,000 of
its original investment in this film and approximately $283,000 of interest
thereon. Interest will continue to accrue on this unrecouped balance.
Through June 30, 2001, the Partnership had received approximately $175,000
from distributors which has not been applied to NBCP's unrecouped amount.
As of June 30, 2001, the Partnership has reported this amount as an accrued
liability, but believes there is a basis to deny some or all of such
liability. Litigation could result because of the dispute with NBCP. Such
litigation would be costly and time consuming. There is no assurance
regarding the favorable resolution of this matter. The Partnership does not
have the funds to make any such payments to NBCP, nor is it likely that the
Partnership could borrow the necessary funds.

"CURACAO"

The total production cost of this film was approximately $4,410,000. In
addition to the costs of production, the Partnership paid the General
Partner $500,000 as a production and overhead fee for services rendered in
connection with arranging the Showtime pre-sale and supervising production
of this picture. From inception to June 30, 2001, the Partnership has
recognized approximately $4,064,000 of revenue from this film, which
includes the initial license fee and home video advance from Showtime of
$2,650,000, which was used to finance the film's production.

In December 1999, after consideration of approximately $3,450,000 in
amortization and approximately $960,000 in write-downs, the Partnership
fully amortized its net investment in this film.

7
<Page>

JONES PROGRAMMING PARTNERS 1-A, LTD.
(A LIMITED PARTNERSHIP)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

The Partnership's principal sources of liquidity are cash on hand and amounts
received from the domestic and international distribution of the Partnership's
programming. As of June 30, 2001, the Partnership had approximately $64,000 in
cash. Cash used in operations for the six months ended June 30, 2001 was
approximately $9,000. As of June 30, 2001, accounts payable to affiliates
totaled approximately $45,000. The Partnership made a $30,000 payment towards
this accounts payable liability in July 2001. The Partnership will not invest in
any additional programming projects, but instead will focus on the distribution
and/or sale of its three films.

The General Partner, on behalf of the Partnership, is pursuing the sale of the
Partnership's assets. This activity is the principal focus of the Partnership.
The General Partner will not purchase any of such assets. The General Partner
cannot predict when or at what price the Partnership's interests in its
programming ultimately will be sold, but has initiated sales efforts. The sale
of the Partnership's assets will be subject to a vote of the limited partners.
The films may be sold as a group or on an individual basis, in the judgement of
the General Partner. The films could also be packaged with the films of an
affiliated public limited partnership. Any direct costs incurred by the General
Partner on behalf of the Partnership in soliciting and arranging for the sale,
or sales, of the Partnership's assets will be charged to the Partnership. The
Partnership does not have the funds necessary to pay NBCP its claimed fees and
unrecouped cost and interest involved with "The Story Lady", and even if the
Partnership is successful in finding a buyer or buyers for some or all of its
programming, the proceeds may not be sufficient to allow for any distributions
to the Partners. It is probable that the distributions of the proceeds from the
sales of the Partnership's assets, if any, together with all prior distributions
paid to the limited partners, will return to the limited partners less than 75%
of their initial capital contributions to the Partnership. The Partnership has
retained the services of a broker to assist in the sale of the Partnership's
films. The broker was paid $5,500 for film evaluation services. Pursuant to the
services agreement, the broker will also receive a 10% commission for arranging
the sale, or sales, of the Partnership's films.

The General Partner believes that the Partnership has sufficient liquidity to
fund its operations and to meet its obligations through the remainder of the
year, so long as distributions are suspended and provided the Partnership is
able to reach a satisfactory resolution with respect to the claims made by NBCP.
However, there can be no assurance that such a resolution can be achieved. The
General Partner does not anticipate cash flow from the films to increase
significantly in the future. The lack of significant cash flow presently being
generated by the Partnership's films may negatively affect the ultimate sales
price of the films.

RESULTS OF OPERATIONS

Revenues of the Partnership decreased $26,750, from $26,804 to $54 for the three
months ended June 30, 2000 and 2001, respectively. This decrease was primarily
due to a significant decrease in distribution revenue and royalties received for
"Curacao" during the three months ended June 30, 2001 compared to the same
period in 2000. Revenues of the Partnership increased $7,945, from $26,804 to
$34,749 for the six months ended June 30, 2000 and 2001, respectively. This
increase was primarily the result of an increase in international distribution
revenue recognized for "The Little Kidnappers", partially offset by the decrease
in "Curacao" revenue described above.

Distribution fees and expenses decreased $41, from $41 to $0 for the three
months ended June 30, 2000 and 2001, respectively. This decrease resulted from
the payment of royalties in 2000 of $41 to artisan guilds for "The Little
Kidnappers". Distribution fees and expenses increased $8,038, from $41 to $8,079
for the six months ended June 30, 2000

8
<Page>

and 2001, respectively. This increase was primarily the result of an $8,000
payment made to an unaffiliated company to perform technical work on "The Little
Kidnappers", allowing for the film to be redistributed in parts of Europe.
Distribution fees and expenses typically relate to the compensation due and
costs incurred in connection with selling the Partnership's programming in the
domestic and international markets. The timing and amount of distribution fees
and expenses vary depending upon the individual market in which programming is
distributed.

Operating, general and administrative expenses increased $254, from $14,660 to
$14,914 for the three months ended June 30, 2000 and 2001, respectively. This
increase was primarily due to an increase in tax preparation expenses along with
an increase in accounting and professional service expenses related to the
potential sale or sales of the Partnership's assets, offset by a decrease in
legal expenses. Operating, general and administrative expenses decreased $2,369,
from $28,567 to $26,198 for the six months ended June 30, 2000 and 2001,
respectively. This decrease was primarily the result of a decrease in legal and
accounting expenses partially offset by an increase in professional service
expenses related to the potential sale of the Partnership's assets.

Interest income decreased $520, from $1,456 to $936 for the three months ended
June 30, 2000 and 2001, respectively. Interest income decreased $989, from
$2,599 to $1,610 for the six months ended June 30, 2000 and 2001, respectively.
The decrease in interest income was primarily the result of lower average levels
of invested cash during the three and six month periods ended June 30, 2001 as
compared to the same periods in 2000.

Limited Partners' net income (loss) per partnership unit changed $(2.13), from
$1.05 to $(1.08) for the three months ended June 30, 2000 and 2001,
respectively. Limited Partners' net income per partnership unit increased $.10,
from $.06 to $.16 for the six months ended June 30, 2000 and 2001, respectively.
These changes were due to the results of operations as discussed above.

9
<Page>

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

a) Exhibits

None

b) Reports on Form 8-K

None

10
<Page>

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 PROGRAMMING PARTNERS 1-A, LTD.

BY: JONES ENTERTAINMENT GROUP, LTD.
General Partner

By: /s/ Timothy J. Burke
--------------------------------
Timothy J. Burke
Vice President

Dated: August 6, 2001