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

(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, 1996
OR
[ ] 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: 0-17733

CABLE TV FUND 15-A, LTD.
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(Exact name of registrant as specified in its charter)

Colorado 84-1091413
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(State of Organization) (IRS Employer Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(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 registrants, (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:

Yes X No
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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 ((S)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
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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 Partnership or the General Partner 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.
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ITEM 1. BUSINESS
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THE PARTNERSHIP. Cable TV Fund 15-A, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 15 Limited Partnership
Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the
"General Partner"). The Partnership was formed for the purpose of acquiring and
operating cable television systems. The Partnership owns the cable television
systems serving the areas in and around the communities of Barrington, Elgin,
South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills
and certain unincorporated areas of Kane and Lake counties, all in the State of
Illinois (the "Barrington System") and the cable television systems serving the
areas in and around the municipalities of Flossmoor, La Grange, La Grange Park,
Riverside, Indian Head Park, Hazel Crest, Thornton, Lansing, Matteson, Richton
Park, Crete, University Park, Olympia Fields, Western Springs and certain areas
of Cook and Will Counties, all in the State of Illinois (the "South Suburban
System"). See Item 2. The Barrington System and the South Suburban System may
collectively hereinafter be referred to as the "Systems."

It is the General Partner's publicly announced policy that it intends
to liquidate its managed limited partnerships, including the Partnership, as
opportunities for sales of partnership cable television systems arise in the
marketplace over the next several years. In accordance with the General
Partner's policy, the Barrington System and the South Suburban System, along
with other Chicago-area systems owned or managed by the General Partner and its
affiliates, were marketed for sale in 1996. The deadline set by the General
Partner for receipt of indications of interest for such systems from prospective
buyers was October 15, 1996. The General Partner did not receive any offer for
the Barrington System or the South Suburban System. The General Partner will
continue to explore other alternatives for sale. There is no assurance as to
the timing or terms of any sales.

CABLE TELEVISION SERVICES. The Systems offer to subscribers various
types of programming, which include basic service, tier service, premium
service, pay-per-view programs and packages including several of these services
at combined rates.

Basic cable television service usually consists of signals of all four
national television networks, various independent and educational television
stations (both VHF and UHF) and certain signals received from satellites. Basic
service also usually includes programs originated locally by the system, which
may consist of music, news, weather reports, stock market and financial
information and live or videotaped programs of a public service or entertainment
nature. FM radio signals are also frequently distributed to subscribers as part
of the basic service.

The Systems offer tier services on an optional basis to its
subscribers. A tier generally includes most of the cable networks such as
Entertainment and Sports Programming Network (ESPN), Cable News Network (CNN),
Turner Network Television (TNT), Family Channel, Discovery and others, and the
cable television operators buy tier programming from these networks. The
Systems also offer a package that includes the basic service channels and the
tier services.

The Systems also offer premium services to subscribers, which consist
of feature films, sporting events and other special features that are presented
without commercial interruption. The cable television operators buy

premium programming from suppliers such as HBO, Showtime, Cinemax or others at a
cost based on the number of subscribers the cable operator serves. Premium
service programming usually is significantly more expensive than the basic
service or tier service programming, and consequently cable operators price
premium service separately when sold to subscribers.

The Systems also offer to subscribers pay-per-view programming. Pay-
per-view is a service that allows subscribers to receive single programs,
frequently consisting of motion pictures that have recently completed their
theatrical exhibitions and major sporting events, and to pay for such service on
a program-by-program basis.

REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Systems. At December 31, 1996,
the Systems' monthly basic service rates ranged from $7.99 to $13.11, monthly
basic and tier ("basic plus") service rates ranged from $19.99 to $26.58 and
monthly premium services ranged from $3.95 to $12.95 per premium service. In
addition, the Partnership earns revenues from the Systems' pay-per-view programs
and advertising fees. Related charges may include a nonrecurring installation
fee that ranges from $1.99 to $42.47; however, from time to time the Systems
have followed the common industry practice of reducing or waiving the
installation fee during promotional periods. Commercial subscribers such as
hotels, motels and hospitals are charged a nonrecurring connection fee that
usually covers the cost of installation. Except under the terms of certain
contracts with commercial subscribers and residential apartment and condominium
complexes, the subscribers are free to discontinue the service at any time
without penalty. For the year ended December 31, 1996 of the total fees
received by the Systems, basic service and tier service fees accounted for
approximately 63% of total revenues, premium service fees accounted for
approximately 18% of total revenues, pay-per-view fees were approximately 3% of
total revenues, advertising fees were approximately 7% of total revenues and
the remaining 9% of total revenues came principally from equipment rentals,
installation fees and program guide sales. The Partnership is dependent upon
the timely receipt of service fees to provide for maintenance and replacement of
plant and equipment, current operating expenses and other costs of the Systems.

FRANCHISES. The Systems are constructed and operated under non-
exclusive, fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") granted by local governmental
authorities. These franchises typically contain many conditions, such as time
limitations on commencement and completion of construction, conditions of
service, including the number of channels, types of programming and the
provision of free service to schools and certain other public institutions, and
the maintenance of insurance and indemnity bonds. The provisions of local
franchises are subject to federal regulation.

The Partnership holds 29 franchises relating to the Systems. These
franchises provide for the payment of fees to the issuing authorities and
generally range from 3% to 5% of the gross revenues of a cable television
system. The 1984 Cable Act prohibits franchising authorities from imposing
annual franchise fees in excess of 5% of gross revenues and also permits the
cable television system operator to seek renegotiation and modification of
franchise requirements if warranted by changed circumstances.

The Partnership has never had a franchise revoked. The Partnership is
currently negotiating the renewal of nine franchises that are either operating
under extensions or will expire prior to December 31, 1997. The General Partner
has no reason to believe that such franchises will not be renewed in due course.
The General Partner recently has experienced lengthy negotiations with some
franchising authorities for the granting of franchise renewals. Some of the
issues involved in recent renewal negotiations include rate regulation, customer
service standards, cable plant upgrade or replacement and shorter terms of
franchise agreements.

COMPETITION. Cable television systems currently experience
competition from several sources.

Broadcast Television. Cable television systems have traditionally
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competed with broadcast television, which consists of television signals that
the viewer is able to receive directly on his television without charge using an
"off-air" antenna. The extent of such competition is dependent in part upon the
quality and quantity of signals available by such antenna reception as compared
to the services provided by the local cable system. Accordingly, it has
generally been less difficult for cable operators to obtain higher penetration
rates in rural areas where

signals available off-air are limited, than in metropolitan areas where
numerous, high quality off-air signals are often available without the aid of
cable television systems.

Traditional Overbuild. Cable television franchises are not exclusive,
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so that more than one cable television system may be built in the same area
(known as an "overbuild"), with potential loss of revenues to the operator of
the original cable television system. The General Partner has experienced
overbuilds in connection with certain systems that it has owned or managed for
limited partnerships, and currently there are overbuilds in the systems owned or
managed by the General Partner. Constructing and developing a cable television
system is a capital intensive process, and it is often difficult for a new cable
system operator to create a marketing edge over the existing system. Generally,
an overbuilder would be required to obtain franchises from the local
governmental authorities, although in some instances, the overbuilder could be
the local government itself. In any case, an overbuilder would be required to
obtain programming contracts from entertainment programmers and, in most cases,
would have to build a complete cable system, including headends, trunk lines and
drops to individual subscribers homes, throughout the franchise areas.

DBS. High-powered direct-to-home satellites have made possible the
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wide-scale delivery of programming to individuals throughout the United States
using small roof-top or wall-mounted antennas. Several companies began offering
direct broadcast satellite ("DBS") service over the last few years and
additional entrants are expected. Companies offering DBS service use video
compression technology to increase channel capacity of their systems to 100 or
more channels and to provide packages of movies, satellite network and other
program services which are competitive to those of cable television systems.
DBS cannot currently offer its subscribers local programming, although at least
one future DBS entrant is attempting to offer customers regional delivery of
local broadcast signals. In addition to emerging high-powered DBS competition,
cable television systems face competition from a major medium-powered satellite
distribution provider and several low-powered providers, whose service requires
use of much larger home satellite dishes. Not all subscribers terminate cable
television service upon acquiring a DBS system. The General Partner has
observed that there are DBS subscribers that also elect to subscribe to cable
television service in order to obtain the greatest variety of programming on
multiple television sets, including local programming not available through DBS
service. The ability of DBS service providers to compete successfully with the
cable television industry will depend on, among other factors, the ability of
DBS providers to overcome certain legal and technical hurdles and the
availability of equipment at reasonable prices.

Telephone. Federal cross-ownership restrictions historically limited
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entry by local telephone companies into the cable television business. The 1996
Telecommunications Act (the "1996 Telecom Act") eliminated this cross-ownership
restriction, making it possible for companies with considerable resources to
overbuild existing cable operators and enter the business. Several telephone
companies have begun seeking cable television franchises from local governmental
authorities and constructing cable television systems. Ameritech, one of the
seven regional Bell Operating Companies ("BOCs"), which provides telephone
service in a multi-state region including Illinois, has been the most active BOC
in seeking local cable franchises within its service area. Ameritech has
obtained a franchise authorizing it to provide cable television service to the
community of Vernon Hills, which is located in the Partnership's Barrington
System, but Ameritech has not commenced construction of cable plant in Vernon
Hills. Ameritech has already begun cable service in Naperville, Illinois and has
also obtained a franchise for Glen Ellyn, Illinois both of which are currently
served by cable systems owned by two partnerships managed by the General
Partner. The General Partner cannot predict at this time the extent of telephone
company competition that will emerge to owned or managed cable television
systems. The entry of telephone companies as direct competitors, however, is
likely to continue over the next several years and could adversely affect the
profitability and market value of the General Partner's owned and managed
systems. The entry of electric utility companies into the cable television
business, as now authorized by the 1996 Telecom Act, could have a similar
adverse effect.

Private Cable. Additional competition is provided by private cable
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television systems, known as Satellite Master Antenna Television (SMATV),
serving multi-unit dwellings such as condominiums, apartment complexes, and
private residential communities. These private cable systems may enter into
exclusive agreements with apartment owners and homeowners associations, which
may preclude operators of franchised systems from serving residents of such
private complexes. Private cable systems that do not cross public rights of way
are free

from the federal, state and local regulatory requirements imposed on franchised
cable television operators. In some cases, the Partnership has been unable to
provide cable television service to buildings in which private operators have
secured exclusive contracts to provide video and telephony services. The
Partnership is interested in providing these same services, but expects that the
market to install and provide these services in multi-unit buildings will
continue to be highly competitive.

MMDS. Cable television systems also compete with wireless program
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distribution services such as multichannel, multipoint distribution service
("MMDS") systems, commonly called wireless cable, which are licensed to serve
specific areas. MMDS uses low-power microwave frequencies to transmit
television programming over-the-air to paying subscribers. The MMDS industry is
less capital intensive than the cable television industry, and it is therefore
more practical to construct MMDS systems in areas of lower subscriber
penetration. Wireless cable systems are now in direct competition with cable
television systems in several areas of the country, including the system in Pima
County, Arizona owned by the General Partner. Telephone companies have recently
acquired or invested in wireless companies, and may use MMDS systems to provide
services within their service areas in lieu of wired delivery systems.
Enthusiasm for MMDS has waned in recent months, however, as Bell Atlantic and
NYNEX have suspended their investment in two major MMDS companies. To date, the
Partnership has not lost a significant number of subscribers, nor a significant
amount of revenue, to MMDS operators competing with the Partnership's cable
television systems. A series of actions taken by the FCC, however, including
reallocating certain frequencies to the wireless services, are intended to
facilitate the development of wireless cable television systems as an
alternative means of distributing video programming. The FCC recently held
auctions for spectrum that will be used by wireless operators to provide
additional channels of programming over larger distances. In addition, an
emerging technology, Local Multipoint Distribution services ("LMDS"), could also
pose a significant threat to the cable television industry, if and when it
becomes established. LMDS, sometimes referred to as cellular television, could
have the capability of delivering more than 100 channels of video programming to
a subscriber's home. The potential impact, however, of LMDS is difficult to
assess due to the newness of the technology and the absence of any current fully
operational LMDS systems.

Cable television systems are also in competition, in various degrees
with other communications and entertainment media, including motion pictures and
home video cassette recorders.

REGULATION AND LEGISLATION
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The operation of cable television systems is extensively regulated by
the FCC, some state governments and most local governments. The new 1996
Telecom Act alters the regulatory structure governing the nation's
telecommunications providers. It removes barriers to competition in both the
cable television market and the local telephone market. Among other things, it
also reduces the scope of cable rate regulation.

The 1996 Telecom Act requires the FCC to undertake a host of
implementing rulemakings, the final outcome of which cannot yet be determined.
Moreover, Congress and the FCC have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect
the Partnership's operations. This section briefly summarizes key laws and
regulations affecting the operation of the Partnership's cable systems and does
not purport to describe all present, proposed, or possible laws and regulations
affecting the Partnership.

Cable Rate Regulation. The 1992 Cable Act imposed an extensive rate
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regulation regime on the cable television industry. Under that regime, all
cable systems are subject to rate regulation, unless they face "effective
competition" in their local franchise area. Federal law now defines "effective
competition" on a community-specific basis as requiring either low penetration
(less than 30%) by the incumbent cable operator, appreciable penetration (more
than 15%) by competing multichannel video providers ("MVPs"), or the presence of
a competing MVP affiliated with a local telephone company.

Although the FCC rules control, local government units (commonly
referred to as local franchising authorities or "LFAs") are primarily
responsible for administering the regulation of the lowest level of cable -- the
basic service tier ("BST"), which typically contains local broadcast stations
and public, educational, and government ("PEG") access channels. Before an LFA
begins BST rate regulation, it must certify to the FCC that it will follow
applicable federal rules, and many LFAs have voluntarily declined to exercise
this authority. LFAs also have primary responsibility for regulating cable
equipment rates. Under federal law, charges for various types of cable
equipment must be unbundled from each other and from monthly charges for
programming services. The 1996 Telecom Act allows operators to aggregate costs
for broad categories of equipment across geographic and functional lines. This
change should facilitate the introduction of new technology.

The FCC itself directly administers rate regulation of any cable
programming service tiers ("CPST"), which typically contain satellite-delivered
programming. Under the 1996 Telecom Act, the FCC can regulate CPST rates only
if an LFA first receives at least two rate complaints from local subscribers and
then files a formal complaint with the FCC. When new CPST rate complaints are
filed, the FCC now considers only whether the incremental increase is justified
and will not reduce the previously established CPST rate.

Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price cap scheme that allows for the
recovery of inflation and certain increased costs, as well as providing some
incentive for expanding channel carriage. The FCC has modified its rate
adjustment regulations to allow for annual rate increases and to minimize
previous problems associated with regulatory lag. Operators also have the
opportunity of bypassing this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable. Premium cable services offered on a per-channel or per-
program basis remain unregulated, as do affirmatively marketed packages
consisting entirely of new programming product. Federal law requires that the
BST be offered to all cable subscribers, but limits the ability of operators to
require purchase of any CPST before purchasing premium services offered on a
per-channel or per-program basis.

The 1996 Telecom Act sunsets FCC regulation of CPST rates for all
systems (regardless of size) on March 31, 1999. It also relaxes existing
uniform rate requirements by specifying that uniform rate requirements do not
apply where the operator faces "effective competition," and by exempting bulk
discounts to multiple dwelling units, although complaints about predatory
pricing still may be made to the FCC.

Cable Entry Into Telecommunications. The 1996 Telecom Act provides
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that no state or local laws or regulations may prohibit or have the effect of
prohibiting any entity from providing any interstate or intrastate
telecommunications service. States are authorized, however, to impose
"competitively neutral" requirements regarding universal service, public safety
and welfare, service quality, and consumer protection. State and local
governments also retain their authority to manage the public rights-of-way and
may require reasonable, competitively neutral compensation for management of the
public rights-of-way when cable operators provide telecommunications service.
The favorable pole attachment rates afforded cable operators under federal law
can be gradually increased by utility companies owning the poles (beginning in
2001) if the operator provides telecommunications service, as well as cable
service, over its plant.

Cable entry into telecommunications will be affected by the regulatory
landscape now being fashioned by the FCC and state regulators. One critical
component of the 1996 Telecom Act to facilitate the entry of new
telecommunications providers (including cable operators) is the interconnection
obligation imposed on all telecommunications carriers. Review of the FCC's
initial interconnection order is now pending before the Eighth Circuit Court of
Appeals.

Telephone Company Entry Into Cable Television. The 1996 Telecom Act
---------------------------------------------
allows telephone companies to compete directly with cable operators by repealing
the historic telephone company/cable cross-ownership ban. Local exchange
carriers ("LECs"), including the BOCs, can now compete with cable operators both
inside and

outside their telephone service areas. Because of their resources, LECs could be
formidable competitors to traditional cable operators, and certain LECs have
begun offering cable service. As described above, the General Partner is now
witnessing the beginning of LEC competition in a few of its cable communities.

Under the 1996 Telecom Act, a LEC providing video programming to
subscribers will be regulated as a traditional cable operator (subject to local
franchising and federal regulatory requirements), unless the LEC elects to
provide its programming via an "open video system" ("OVS"). To qualify for OVS
status, the LEC must reserve two-thirds of the system's activated channels for
unaffiliated entities.

Although LECs and cable operators can now expand their offerings
across traditional service boundaries, the general prohibition remains on LEC
buyouts (i.e., any ownership interest exceeding 10 percent) of co-located cable
systems, cable operator buyouts of co-located LEC systems, and joint ventures
between cable operators and LECs in the same market. The 1996 Telecom Act
provides a few limited exceptions to this buyout prohibition, including a
carefully circumscribed "rural exemption." The 1996 Telecom Act also provides
the FCC with the limited authority to grant waivers of the buyout prohibition
(subject to LFA approval).

Electric Utility Entry Into Telecommunications/Cable Television. The
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1996 Telecom Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services (including cable
television) notwithstanding the Public Utilities Holding Company Act. Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the FCC for operating authority.
Again, because of their resources, electric utilities could be formidable
competitors to traditional cable systems.

Additional Ownership Restrictions. The 1996 Telecom Act eliminates
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statutory restrictions on broadcast/cable cross-ownership (including broadcast
network/cable restrictions), but leaves in place existing FCC regulations
prohibiting local cross-ownership between co-located television stations and
cable systems. The 1996 Telecom Act also eliminates the three year holding
period required under the 1992 Cable Act's "anti-trafficking" provision. The
1996 Telecom Act leaves in place existing restrictions on cable cross-ownership
with SMATV and MMDS facilities, but lifts those restrictions where the cable
operator is subject to effective competition. In January 1995, however, the FCC
adopted regulations which permit cable operators to own and operate SMATV
systems within their franchise area, provided that such operation is consistent
with local cable franchise requirements.

Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a
cable system from devoting more than 40% of its activated channel capacity to
the carriage of affiliated national program services. A companion rule
establishing a nationwide ownership cap on any cable operator equal to 30% of
all domestic cable subscribers has been stayed pending further judicial review.

There are no federal restrictions on non-U.S. entities having an
ownership interest in cable television systems or the FCC licenses commonly
employed by such systems. Section 310(b)(4) of the Communications Act does,
however, prohibit foreign ownership of FCC broadcast and telephone licenses,
unless the FCC concludes that such foreign ownership is consistent with the
public interest. BCI's investment in the General Partner could, therefore,
adversely affect any plan to acquire FCC broadcast or common carrier licenses.
The Partnership, however, does not currently plan to acquire such licenses.

Must Carry/Retransmission Consent. The 1992 Cable Act contains
---------------------------------
broadcast signal carriage requirements that allow local commercial television
broadcast stations to elect once every three years between requiring a cable
system to carry the station ("must carry") or negotiating for payments for
granting permission to the cable operator to carry the station ("retransmission
consent"). Less popular stations typically elect "must carry," and more popular
stations typically elect "retransmission consent." Must carry requests can
dilute the appeal of a cable system's programming offerings, and retransmission
consent demands may require substantial payments or other concessions. Either
option has a potentially adverse affect on the Partnership's business.
Additionally, cable systems are required to obtain retransmission consent for
all "distant" commercial television

stations (except for satellite-delivered independent "superstations" such as
WTBS). The constitutionality of the must carry requirements has been challenged
and is awaiting a decision from the U.S. Supreme Court.

Access Channels. LFAs can include franchise provisions requiring
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cable operators to set aside certain channels for public, educational and
governmental access programming. Federal law also requires cable systems to
designate a portion of their channel capacity (up to 15% in some cases) for
commercial leased access by unaffiliated third parties. The FCC has adopted
rules regulating the terms, conditions and maximum rates a cable operator may
charge for use of the designated channel capacity, but use of commercial leased
access channels has been relatively limited. The FCC released revised rules in
February 1997 which mandate a modest rate reduction and could make commercial
leased access a more attractive option to third party programmers.

Access to Programming. To spur the development of independent cable
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programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers. Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring cable operators over competitors and requires such programmers to sell
their programming to other multichannel video distributors. This provision
limits the ability of vertically integrated cable programmers to offer exclusive
programming arrangements to cable companies.

Other FCC Regulations. In addition to the FCC regulations noted
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above, there are other FCC regulations covering such areas as equal employment
opportunity, subscriber privacy, programming practices (including, among other
things, syndicated program exclusivity, network program nonduplication, local
sports blackouts, indecent programming, lottery programming, political
programming, sponsorship identification, and children's programming
advertisements), registration of cable systems and facilities licensing,
maintenance of various records and public inspection files, frequency usage,
lockbox availability, antenna structure notification, tower marking and
lighting, consumer protection and customer service standards, technical
standards, and consumer electronics equipment compatibility. The FCC is
expected to impose new Emergency Alert System requirements on cable operators
this year. The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist orders and/or
the imposition of other administrative sanctions, such as the revocation of FCC
licenses needed to operate certain transmission facilities used in connection
with cable operations.

Two pending FCC proceedings of particular competitive concern involve
inside wiring and navigational devices. The former rulemaking is considering
ownership of cable wiring located inside multiple dwelling unit complexes. If
the FCC concludes that such wiring belongs to, or can be unilaterally acquired
by the complex owner, it will become easier for complex owners to terminate
service from the incumbent cable operator in favor of a new entrant. The latter
rulemaking is considering whether cable customers must be allowed to purchase
cable converters from third party vendors. If the FCC concludes that such
distribution is required, and does not make appropriate allowances for signal
piracy concerns, it may become more difficult for cable operators to combat
theft of service.

Copyright. Cable television systems are subject to federal copyright
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licensing covering carriage of television and radio broadcast signals. In
exchange for filing certain reports and contributing a percentage of their
revenues to a federal copyright royalty pool (that varies depending on the size
of the system and the number of distant broadcast television signals carried),
cable operators can obtain blanket permission to retransmit copyrighted material
on broadcast signals. The possible modification or elimination of this
compulsory copyright license is the subject of continuing legislative review and
could adversely affect the Partnership's ability to obtain desired broadcast
programming. In addition, the cable industry pays music licensing fees to BMI
and is negotiating a similar arrangement with ASCAP. Copyright clearances for
nonbroadcast programming services are arranged through private negotiations.

State and Local Regulation. Cable television systems generally are
--------------------------
operated pursuant to nonexclusive franchises granted by a municipality or other
state or local government entity in order to cross public rights-of-way.
Federal law now prohibits franchise authorities from granting exclusive
franchises or from unreasonably

refusing to award additional franchises. Cable franchises generally are granted
for fixed terms and in many cases include monetary penalties for non-compliance
and may be terminable if the franchisee fails to comply with material
provisions.

The terms and conditions of franchises vary materially from
jurisdiction to jurisdiction. Each franchise generally contains provisions
governing cable operations, service rates, franchise fees, system construction
and maintenance obligations, system channel capacity, design and technical
performance, customer service standards, and indemnification protections. A
number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility. Although LFAs have considerable
discretion in establishing franchise terms, there are certain federal
limitations. For example, LFAs cannot insist on franchise fees exceeding 5% of
the system's gross revenues, cannot dictate the particular technology used by
the system, and cannot specify video programming other than identifying broad
categories of programming.

Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the franchise authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and services or
increased franchise fees as a condition of renewal. Similarly, if a franchise
authority's consent is required for the purchase or sale of a cable system or
franchise, such authority may attempt to impose more burdensome or onerous
franchise requirements in connection with a request for consent. Historically,
franchises have been renewed for cable operators that have provided satisfactory
services and have complied with the terms of their franchises.

GENERAL. The Partnership's business consists of providing cable
television services to a large number of customers, the loss of any one of which
would have no material effect on the Partnership's business. The Systems have
had some subscribers who later terminated the service. Terminations occur
primarily because people move to another home or to another city. In other
cases, people terminate on a seasonal basis or because they no longer can afford
or are dissatisfied with the service. The amount of past due accounts in the
Systems is not significant. The Partnership's policy with regard to past due
accounts is basically one of disconnecting service before a past due account
becomes material.

The Partnership does not depend to any material extent on the
availability of raw materials; it carries no significant amounts of inventory
and it has no material backlog of customer orders. The Partnership has no
employees because all properties are managed by employees of the General
Partner. The General Partner has engaged in research and development activities
relating to the provision of new services but the amount of the Partnership's
funds expended for such research and development has never been material.

Compliance with federal, state and local provisions that have been
enacted or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has had no material
effect upon the capital expenditures, earnings or competitive position of the
Partnership.

ITEM 2. PROPERTIES
-------------------

The cable television systems owned by the Partnership are described
below:

SYSTEM ACQUISITION DATE
------ ----------------

Barrington December 1989
South Suburban September 1990

The following sets forth (i) the monthly basic plus service rates
charged to subscribers and (ii) the number of basic subscribers and pay units
for the Systems. The monthly basic service rates set forth herein represent,
with respect to systems with multiple headends, the basic service rate charged
to the majority of the

subscribers within the system. In cable television systems, basic subscribers
can subscribe to more than one pay TV service. Thus, the total number of pay
services subscribed to by basic subscribers are called pay units. As of December
31, 1996 the Barrington System operated cable plant passing approximately 69,900
homes, with an approximate 66% penetration rate, and the South Suburban System
operated cable plant passing approximately 61,900 homes, with an approximate 58%
penetration rate. Figures for numbers of subscribers and homes passed are
compiled from the General Partner's records and may be subject to adjustments.

At December 31,
-------------------------
Barrington System 1996 1995 1994
- ----------------- ------- ------- -------
Monthly basic service rate $ 26.58 $ 25.08 $ 23.58
Basic subscribers 46,266 44,085 41,330
Pay units 38,812 37,643 36,333

At December 31,
-------------------------
South Suburban System 1996 1995 1994
- --------------------- ------- ------- -------
Monthly basic service rate $ 23.90 $ 22.40 $ 20.90
Basic subscribers 36,472 34,741 32,711
Pay units 31,228 30,519 31,082

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 a market will
develop in the future. During 1996, several partners of the Partnership
conducted "limited tender offers" for interests in the Partnership at prices
ranging from $170 to $195 per interest. As of February 14, 1997 the number of
equity security holders in the Partnership was 11,740.

Item 6. Selected Financial Data
- -------------------------------

For the Year Ended December 31,
-------------------------------------------------------------------------
Cable TV Fund 15-A, Ltd. 1996 1995 1994 1993 1992
- ------------------------------------- ------------- ------------- ------------- ------------- -------------

Revenues $ 37,280,733 $ 34,225,349 $ 31,086,361 $ 30,139,742 $ 27,478,157
Depreciation and Amortization 21,219,039 22,103,416 22,409,936 21,921,234 20,970,611
Operating Loss (9,215,988) (11,587,702) (12,760,453) (11,405,328) (11,660,432)
Net Loss (16,193,666) (18,258,258) (17,968,299) (16,147,302) (18,244,077)
Net Loss per Limited
Partnership Unit (75.20) (84.79) (83.45) (74.99) (84.73)
Weighted Average Number of Limited
Partnership Units Outstanding 213,714 213,174 213,174 213,174 213,174
General Partner's Deficit (1,164,529) (1,002,592) (820,009) (640,326) (478,853)
Limited Partners' Capital (Deficit) (23,424,817) (7,393,088) 10,682,587 28,471,203 44,457,032
Total Assets 61,956,101 77,127,809 92,800,087 108,708,332 124,778,551
Debt 83,824,072 78,818,284 70,287,693 70,694,251 70,674,319
General Partner Advances 430,624 4,782,507 10,952,538 8,630,540 7,609,685

Item 7. Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
- -------------

CABLE TV FUND 15-A, LTD.
------------------------

The following discussion of the financial condition and results of
operations of Cable TV Fund 15-A, Ltd. (the "Partnership") 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.

FINANCIAL CONDITION
- -------------------

For the twelve months ended December 31, 1996, the Partnership
generated net cash from operating activities totaling approximately $5,526,000,
which is available to fund capital expenditures and non-operating costs. Capital
expenditures totaled approximately $5,786,000 in 1996. Approximately 46 percent
of these expenditures was for service drops to homes. New plant construction
accounted for approximately 20 percent and approximately 10 percent related to
the rebuild and upgrade of portions of the Partnership's systems. The remaining
expenditures were for various enhancements in the Partnership's systems. Funding
for these expenditures was provided by cash generated from operations and
borrowings under the Partnership's revolving credit facility. Anticipated
capital expenditures for 1997 are approximately $4,837,000. Approximately 54
percent of these capital expenditures will relate to service drops to homes.
Approximately 14 percent of the capital expenditures will relate to new plant
construction and approximately 12 percent will relate to continuing the rebuild
and upgrade of portions of the Partnership's systems. The remainder of the
anticipated expenditures is for various enhancements in the Partnership's
systems. These capital expenditures are necessary to maintain the value of the
Partnership's systems. Funding for these expenditures is expected to be provided
by cash generated from operations and borrowings available under the
Partnership's revolving credit facility.

credit facility converts to a term loan on September 30, 1997, with annual
principal installments due at the end of each calendar year and a final maturity
date of March 31, 2004. Installments due in 1997 will be 4 percent of the
outstanding balance of the converted term loan at September 30, 1997. At
December 31, 1996, $83,500,000 was outstanding under the Partnership's revolving
credit facility, leaving $6,500,000 of available borrowings until September 30,
1997. Interest is at the Partnership's option of the Prime Rate plus 1/2
percent, the London Interbank Offered Rate plus 1-1/2 percent or the Certificate
of Deposit Rate plus 1-5/8 percent. The effective interest rates on outstanding
obligations as of December 31, 1996 and 1995 were 7.08 percent and 7.40 percent,
respectively.

The Partnership has sufficient sources of capital in the form of
borrowings available under its revolving credit facility and cash generated from
operations to meet its presently anticipated liquidity and capital needs.

RESULTS OF OPERATIONS
- ---------------------

1996 compared to 1995
---------------------

Revenues of the Partnership increased $3,055,384, or approximately 9
percent, to $37,280,733 in 1996 from $34,225,349 in 1995. An increase in the
number of basic subscribers combined with basic service rate increases
implemented in the Partnership's systems primarily accounted for the increase in
revenues. The number of basic subscribers increased 3,912 subscribers, or
approximately 5 percent, to 82,738 subscribers in 1996 from 78,826 subscribers.
The increase in the number of basic subscribers accounted for approximately 40
percent of the increase in revenues and basic service rate increases accounted
for approximately 31 percent of the increase in revenues. No other individual
factor contributed significantly to the increase in revenues.

Operating expenses consist primarily of costs associated with the
operation and administration of the Partnership's cable television systems. The
principal cost components are salaries paid to system personnel, programming
expenses, professional fees, subscriber billing costs, rent for leased
facilities, cable system maintenance expenses and marketing expenses.

Operating expenses of the Partnership increased $1,447,344, or
approximately 7 percent, to $21,003,796 in 1996 from $19,556,452 in 1995.
Operating expenses represented approximately 56 percent of revenue in 1996
compared to approximately 57 percent in 1995. Increases in programming fees and
personnel related costs were primarily responsible for the increase in operating
expenses. No other individual factor contributed significantly to the increase
in operating expenses.

Management fees and allocated overhead from the General Partner
increased $120,703, or approximately 3 percent, to $4,273,886 in 1996 from
$4,153,183 in 1995. The increase was due primarily to the increase in revenues,
upon which management fees are based.

Depreciation and amortization expense decreased $884,377, or
approximately 4 percent, to $21,219,039 in 1996 from $22,103,416 in 1995 due to
the maturation of the Partnership's depreciable asset base.

Operating loss decreased $2,371,714, or approximately 20 percent, to
$9,215,988 in 1996 from $11,587,702 in 1995. This decrease was due to the
increase in revenues and decrease in depreciation and amortization expense
exceeding the increases in operating expenses and management fees and allocated
overhead from the General Partner.

The cable television industry generally measures the financial
performance of a cable television system in terms of operating income before
depreciation and amortization. This measure is not intended to be a substitute
or improvement upon the items disclosed on the financial statements, rather it
is included because it is an industry standard. Operating income before
depreciation and amortization increased $1,487,337, or approximately 14 percent,
to $12,003,051 in 1996 from $10,515,714 in 1995, due to the increase in revenues
exceeding the increases in operating expenses and management fees and allocated
overhead from the General Partner.

Interest expense decreased $175,851, or approximately 3 percent, to
$6,451,648 in 1996 from $6,627,499 in 1995, due to lower interest rates on
interest bearing obligations.

Net loss decreased $2,064,592, or approximately 11 percent, to
$16,193,666 in 1996 from $18,258,258 in 1995. Such losses were the result of
the factors discussed above.

1995 compared to 1994
---------------------

Revenues increased $3,138,988, or approximately 10 percent, to
$34,225,349 in 1995 from $31,086,361 in 1994. An increase in the number of
basic subscribers combined with basic service rate increases implemented in the
Partnership's systems primarily accounted for the increase in revenues. The
increase in the number of basic subscribers accounted for approximately 56
percent of the increase in revenues. At December 31, 1995, the Partnership's
systems had 78,826 basic subscribers compared to 74,041 basic subscribers at
December 31, 1994, an increase of approximately 6 percent. The basic service
rate increases accounted for approximately 40 percent of the increase in
revenues. No other individual factor contributed significantly to the increase
in revenues.

Operating expenses of the Partnership increased $2,024,989, or
approximately 12 percent, to $19,556,452 in 1995 from $17,531,463 in 1994.
Operating expenses represented approximately 57 percent of revenue in 1995
compared to approximately 56 percent in 1994. Increases in programming fees and
personnel related costs were primarily responsible for the increase in operating
expenses. No other individual factor contributed significantly to the increase
in operating expenses.

Management fees and allocated overhead from the General Partner
increased $247,768, or approximately 6 percent, to $4,153,183 in 1995 from
$3,905,415 in 1994. The increase was due primarily to the increase in revenues,
upon which such fees and allocations are based.

Depreciation and amortization expense decreased $306,520, or
approximately 1 percent, to $22,103,416 in 1995 from $22,409,936 in 1994 due to
the maturation of the Partnership's depreciable asset base.

Operating loss decreased $1,172,751, or approximately 9 percent, to
$11,587,702 in 1995 from $12,760,453 in 1994. This decrease was due to the
increase in revenues exceeding the increase in operating expenses and the
decrease in depreciation and amortization expense.

Operating income before depreciation and amortization increased
$866,231, or approximately 9 percent, to $10,515,714 in 1995 from $9,649,483 in
1994, due to the increase in revenues exceeding the increases in operating
expenses and management fees and allocated overhead from the General Partner.

Interest expense increased $1,674,189, or approximately 34 percent, to
$6,627,499 in 1995 from $4,953,310 in 1994, due to higher outstanding balances
on interest bearing obligations during 1995.

Net loss increased $289,959, or approximately 2 percent, to
$18,258,258 in 1995 from $17,968,299 in 1994. Such losses were the result of
the factors discussed above.

Item 8. Financial Statements
- -----------------------------

CABLE TV FUND 15-A, LTD.
------------------------

FINANCIAL STATEMENTS
--------------------

AS OF DECEMBER 31, 1996 AND 1995
--------------------------------

INDEX
-----

Page
----------

Report of Independent Public Accountants 15

Balance Sheets 16

Statements of Operations 18

Statements of Partners' Capital (Deficit) 19

Statements of Cash Flows 20

Notes to Financial Statements 21

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------

To the Partners of Cable TV Fund 15-A, Ltd.:

We have audited the accompanying balance sheets of CABLE TV FUND 15-A,
LTD. (a Colorado limited partnership) as of December 31, 1996 and 1995, and the
related statements of operations, partners' capital (deficit) and cash flows for
each of the three years in the period ended December 31, 1996. 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 generally accepted auditing
standards. 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 Cable TV Fund 15-A,
Ltd. as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 7, 1997.

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

BALANCE SHEETS
--------------

December 31,
----------------------------
ASSETS 1996 1995
------ ------------- -------------

CASH $ 452,484 $ 58,719

TRADE RECEIVABLES, less allowance for
doubtful receivables of $58,936 and $132,431
at December 31, 1996 and 1995, respectively 850,977 965,495

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 80,368,193 74,582,334
Less- accumulated depreciation (38,212,602) (32,507,403)
------------ ------------
42,155,591 42,074,931

Franchise costs and other intangible assets, net of
accumulated amortization of $102,216,387 and
$87,030,946 at December 31, 1996 and 1995, respectively 17,606,585 32,782,026
------------ ------------

Total investment in cable
television properties 59,762,176 74,856,957

DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 890,464 1,246,638
------------ ------------

Total assets $ 61,956,101 $ 77,127,809
============ ============

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

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

BALANCE SHEETS
--------------

December 31,
-----------------------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1996 1995
- -------------------------------------------------- -------------- -------------

LIABILITIES:
Debt $ 83,824,072 $ 78,818,284
General Partner advances 430,624 4,782,507
Trade accounts payable and accrued liabilities 2,173,095 1,825,707
Subscriber prepayments 117,656 96,991
------------- ------------

Total liabilities 86,545,447 85,523,489
------------- ------------

COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,165,529) (1,003,592)
------------- ------------

(1,164,529) (1,002,592)
------------- ------------

Limited Partners-
Net contributed capital
(213,174 units outstanding at
December 31, 1996 and 1995) 90,575,991 90,575,991
Accumulated deficit (114,000,808) (97,969,079)
------------- ------------

(23,424,817) (7,393,088)
------------- ------------

Total liabilities and
partners' capital (deficit) $ 61,956,101 $ 77,127,809
============= ============

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

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF OPERATIONS
------------------------

For the Year Ended December 31,
-------------------------------------------
1996 1995 1994
------------- ------------- -------------

REVENUES $ 37,280,733 $ 34,225,349 $ 31,086,361

COSTS AND EXPENSES:
Operating expenses 21,003,796 19,556,452 17,531,463
Management fees and allocated
overhead from General Partner 4,273,886 4,153,183 3,905,415
Depreciation and amortization 21,219,039 22,103,416 22,409,936
------------ ------------ ------------

OPERATING LOSS (9,215,988) (11,587,702) (12,760,453)
------------ ------------ ------------

OTHER INCOME (EXPENSE):
Interest expense (6,451,648) (6,627,499) (4,953,310)
Other, net (526,030) (43,057) (254,536)
------------ ------------ ------------

Total other income (expense) (6,977,678) (6,670,556) (5,207,846)
------------ ------------ ------------

NET LOSS $(16,193,666) $(18,258,258) $(17,968,299)
============ ============ ============

ALLOCATION OF NET LOSS:
General Partner $ (161,937) $ (182,583) $ (179,683)
============ ============ ============

Limited Partners $(16,031,729) $(18,075,675) $(17,788,616)
============ ============ ============

NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (75.20) $ (84.79) $ (83.45)
============ ============ ============

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 213,174 213,174 213,174
============ ============ ============

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

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------

For the Year Ended December 31,
--------------------------------------------
1996 1995 1994
-------------- -------------- --------------

GENERAL PARTNER:

Balance, beginning of year $ (1,002,592) $ (820,009) $ (640,326)
Net loss for year (161,937) (182,583) (179,683)
------------ ------------ ------------

Balance, end of year $ (1,164,529) $ (1,002,592) $ (820,009)
============ ============ ============

LIMITED PARTNERS:
Balance, beginning of year $ (7,393,088) $ 10,682,587 $ 28,471,203
Net loss for year (16,031,729) (18,075,675) (17,788,616)
------------ ------------ ------------

Balance, end of year $(23,424,817) $ (7,393,088) $ 10,682,587
============ ============ ============

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

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF CASH FLOWS
------------------------

For the Year Ended December 31,
-------------------------------------------
1996 1995 1994
------------- ------------- -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(16,193,666) $(18,258,258) $(17,968,299)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and amortization 21,219,039 22,103,416 22,409,936
Amortization of interest rate protection contract 75,375 75,375 -
Decrease (increase) in trade receivables 114,518 (346,752) (164,385)
Increase in deposits, prepaid expenses
and deferred charges (57,600) (36,497) (289,674)
Increase in trade accounts payable and accrued
liabilities and subscriber prepayments 368,053 225,420 144,614
------------ ------------ ------------

Net cash provided by operating activities 5,525,719 3,762,704 4,132,192
------------ ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (5,785,859) (6,090,555) (6,188,536)
------------ ------------ ------------

Net cash used in investing activities (5,785,859) (6,090,555) (6,188,536)
------------ ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 5,688,725 8,696,192 70,224,678
Repayment of debt (682,937) (165,601) (70,631,236)
Increase (decrease) in advances from
General Partner (4,351,883) (6,170,031) 2,321,998
------------ ------------ ------------

Net cash provided by financing activities 653,905 2,360,560 1,915,440
------------ ------------ ------------

Increase (decrease) in cash 393,765 32,709 (140,904)

Cash, beginning of year 58,719 26,010 166,914
------------ ------------ ------------

Cash, end of year $ 452,484 $ 58,719 $ 26,010
============ ============ ============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 6,228,037 $ 6,318,316 $ 4,880,346
============ ============ ============

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

CABLE TV FUND 15-A, LTD.
------------------------
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
-----------------------------

(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------

Formation and Business
----------------------

Cable TV Fund 15-A, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on February 9, 1989, under a public program sponsored by
Jones Intercable, Inc. ("Intercable"). The Partnership was formed to acquire,
construct, develop and operate cable television systems. Intercable, a publicly
held Colorado corporation, is the "General Partner" and manager of the
Partnership. Intercable and its subsidiaries also own and operate cable
television systems. In addition, Intercable manages cable television systems
for other limited partnerships for which it is the general partner and, also,
for affiliated entities.

Contributed Capital, Commissions and Syndication Costs
------------------------------------------------------

The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit). No limited partner is obligated to
make any additional contribution to partnership capital.

Intercable purchased its interest in the Partnership by contributing
$1,000 to partnership capital.

All profits and losses of the Partnership are allocated 99 percent to
the limited partners and 1 percent to Intercable, except for income or gain from
the sale or disposition of cable television properties, which will be allocated
to the partners based upon the formula set forth in the Partnership's
partnership agreement, and interest income earned prior to the first acquisition
by the Partnership of a cable television system, which was allocated 100 percent
to the limited partners.

Partnership Acquisitions
------------------------

The Partnership owns the cable television systems serving the
communities of Barrington, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake
Zurich, Indian Creek, Vernon Hills and certain unincorporated areas of Kane and
Lake counties, all in the State of Illinois (the "Barrington System") and the
cable television systems serving the communities of Flossmoor, LaGrange,
LaGrange Park, Riverside, Indianhead Park, Hazel Crest, Thornton, Lansing,
Matteson, Richton Park, University Park, Crete, Olympia Fields and Western
Springs, all in the State of Illinois (the "South Suburban System").

The Partnership allocated the total contract purchase price of the
cable television systems acquired as follows: first, to the fair value of net
tangible assets acquired; second, to the value of subscriber lists; third, to
franchise costs; and fourth, to costs in excess of interests in net assets
purchased. System acquisition costs were allocated to intangible assets based
upon the relative value of these assets at acquisition.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Accounting Records
------------------

The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles. The Partnership's tax returns are also prepared on the accrual
basis.

The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's 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.

Property, Plant and Equipment
-----------------------------

Depreciation of property, plant and equipment is provided primarily
using the straight-line method over the following estimated service lives:

Cable distribution systems 5 - 15 years
Equipment and tools 3 - 5 years
Office furniture and equipment 5 years
Buildings 10- 20 years
Vehicles 3 years

Replacements, renewals and improvements are capitalized and maintenance and
repairs are charged to expense as incurred.

Property, plant and equipment and the corresponding accumulated
depreciation are written off as certain assets become fully depreciated and are
no longer in service.

Intangible Assets
-----------------

Costs assigned to franchises and subscriber lists are being amortized
using the straight-line method over the following remaining estimated useful
lives:

Franchise costs 1 - 4 years
Subscriber lists 1 - 4 years
Costs in excess of interests in net
assets purchased 34 years

Revenue Recognition
-------------------

Subscriber prepayments are initially deferred and recognized as revenue
when earned.

Reclassification
----------------

Certain prior year amounts have been reclassified to conform to the
1996 presentation.

(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
----------------------------------------------------

Management Fees, Distribution Ratios and Reimbursements
-------------------------------------------------------

Intercable manages the Partnership and receives a fee for its services
equal to 5 percent of the gross revenues of the Partnership, excluding revenues
from the sale of cable television systems or franchises. Management fees paid
to Intercable by the Partnership for the years ended December 31, 1996, 1995 and
1994 were $1,864,037, $1,711,267 and $1,554,318, respectively.

Any Partnership distributions made from cash flows (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners and
1 percent to Intercable. Any distributions other than interest income on
limited partner subscriptions earned prior to the acquisition of the
Partnership's first cable television system or from cash flow, such as from the
sale or refinancing of a system or upon dissolution of the Partnership, will be
made as follows: first, to the limited partners in an amount which, together
with all prior distributions, will equal the amount initially contributed to the
Partnership capital by the limited partners and Intercable; second, to the
limited partners which, together with all prior distributions, will equal a 6
percent per annum cumulative and noncompounded return on the capital
contributions of the limited partners; the balance, 75 percent to the limited
partners and 25 percent to Intercable.

The Partnership reimburses Intercable for certain allocated overhead
and administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Partnership. Such services, and their related costs, are necessary to the
operations of the Partnership and would have been incurred by the Partnership if
it was a stand alone entity. Allocations of personnel costs are based primarily
on actual time spent by employees of Intercable with respect to each partnership
managed. Remaining expenses

are allocated based on the pro rata relationship of the Partnership's revenues
to the total revenues of all systems owned or managed by Intercable and certain
of its subsidiaries. Systems owned by Intercable and all other systems owned by
partnerships for which Intercable is the general partner are also allocated a
proportionate share of these expenses. Intercable believes that the methodology
used in allocating overhead and administrative expenses is reasonable.
Reimbursements by the Partnership to Intercable for allocated overhead and
administrative expenses for the years ended December 31, 1996, 1995 and 1994
were $2,409,849, $2,441,916 and $2,351,097, respectively.

The Partnership was charged interest during 1996 at an average
interest rate of 8.58 percent on the amounts due Intercable, which approximated
Intercable's weighted average cost of borrowing. Total interest charged to the
Partnership by Intercable for the years ended December 31, 1996, 1995 and 1994
was $273,827, $724,127 and $898,722, respectively.

Payments to/from Affiliates for Programming Services
----------------------------------------------------

The Partnership receives programming from Superaudio, Jones Education
Company, Great American Country, Inc. and Product Information Network, all of
which are affiliates of Intercable.

Payments to Superaudio totaled $12,783, $11,303 and $11,268 in 1996, 1995
and 1994, respectively. Payments to Jones Education Company totaled $114,703,
$101,247 and $51,950 in 1996, 1995 and 1994, respectively. Payments to Great
American Country, Inc., which initiated service in 1996, totaled $3,937 in 1996.

The Partnership receives a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers. Product
Information Network paid commissions to the Partnership totaling $56,078,
$26,854 and $1,472 in 1996, 1995 and 1994, respectively.

(4) PROPERTY, PLANT AND EQUIPMENT
-----------------------------

Property, plant and equipment as of December 31, 1996 and 1995, consisted
of the following:

December 31,
---------------------------
1996 1995
----------- ------------

Cable distribution systems $ 75,288,599 $ 69,900,792
Equipment and tools 2,676,421 2,344,523
Office furniture and equipment 654,576 562,802
Buildings 638,343 638,343
Vehicles 932,254 957,874
Land 178,000 178,000
------------ ------------

80,368,193 74,582,334

Less: accumulated depreciation (38,212,602) (32,507,403)
------------ ------------

$ 42,155,591 $ 42,074,931
============ ============

(5) DEBT
----

Debt consists of the following: December 31,
---------------------------
1996 1995
----------- ------------

Lending institutions-
Revolving credit and term loan $ 83,500,000 $ 78,500,000

Capital lease obligations 324,072 318,284
------------ ------------

$ 83,824,072 $ 78,818,284
============ ============

On March 28, 1996, the Partnership amended its revolving credit facility to
provide for a maximum of $90,000,000 in available borrowings and to extend the
revolving credit period to September 30, 1997. The revolving credit facility
converts to a term loan on September 30, 1997, with annual principal
installments due at the end of each calendar year and a final maturity date of
March 31, 2004. Installments due in 1997 will be 4 percent of the outstanding
balance of the converted term loan at September 30, 1997. At December 31, 1996,
$83,500,000 was outstanding under the Partnership's revolving credit facility,
leaving $6,500,000 of available borrowings until September 30, 1997. Interest is
at the Partnership's option of the Prime Rate plus 1/2 percent, the London
Interbank Offered Rate plus 1-1/2 percent or the Certificate of Deposit Rate
plus 1-5/8 percent. The effective interest rates on outstanding obligations as
of December 31, 1996 and 1995 were 7.08 percent and 7.40 percent, respectively.

During January 1995, the Partnership entered into interest rate cap
agreements covering outstanding debt obligations totaling $35,000,000. The
Partnership paid fees totaling $150,750. The agreements protect the Partnership
from interest rates that exceed 9 percent for a two year period. The fees were
charged to interest expense over the life of these agreements using the
straight-line method.

At December 31, 1996, the carrying amount of the Partnership's long-term
debt did not differ significantly from the estimated fair value of the financial
instruments. The fair value of the Partnership's long-term debt is estimated
based on the discounted amount of future cash flows using the Partnership's
current incremental rate of borrowing for a similar liability as well as on
other factors.

Installments due on debt principal for each of the five years in the
period ending December 31, 2001 and thereafter, respectively, are: $3,437,222,
$5,942,222, $8,447,222, $10,887,406, $12,525,000 and $42,585,000. At December
31, 1996, substantially all of the Partnership's property, plant and equipment
secured the above indebtedness.

(6) INCOME TAXES
------------

Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal and state
income tax returns of the Partnership are prepared and filed by Intercable.

The Partnership's tax returns, the qualification of the Partnership as
such 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
qualification as such, or in changes with respect to the Partnership's recorded
income or loss, the tax liability of the general and limited partners would
likely be changed accordingly.

Taxable income (loss) reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
recognized under generally accepted accounting principles and the expense
allowed for tax purposes under the Modified Accelerated Cost Recovery System
(MACRS). There are no other significant differences between taxable income
(loss) and the net income (loss) reported in the statements of operations.

(7) COMMITMENTS AND CONTINGENCIES
-----------------------------

Office and other facilities are rented under various long-term lease
arrangements. Rent paid under such lease arrangements totaled $123,430,
$120,120 and $125,648, respectively, for the years ended December 31, 1996, 1995
and 1994. Minimum commitments under operating leases for each of the five years
in the period ending December 31, 2001 and thereafter are as follows:

1997 $153,087
1998 74,566
1999 64,812
2000 58,056
2001 16,886
Thereafter 8,400
--------
$375,807
=======

(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------

Supplementary profit and loss information is presented below:

For the Year Ended December 31,
-------------------------------------
1996 1995 1994
----------- ----------- -----------

Maintenance and repairs $ 201,270 $ 193,886 $ 190,432
=========== =========== ===========

Taxes, other than income and
payroll taxes $ 88,981 $ 64,056 $ 96,020
=========== =========== ===========

Advertising $ 490,961 $ 782,532 $ 700,024
=========== =========== ===========

Depreciation of property,
plant and equipment $ 5,950,669 $ 6,671,817 $ 7,039,561
=========== =========== ===========

Amortization of intangible assets $15,268,370 $15,431,599 $15,370,375
=========== =========== ===========

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 the directors and executive officers of the General
Partner is set forth below. Directors of the General Partner serve until the
next annual meeting of the General Partner and until their successors shall be
elected and qualified.

Glenn R. Jones 67 Chairman of the Board and Chief Executive Officer
Derek H. Burney 57 Vice Chairman of the Board
James B. O'Brien 47 President and Director
Ruth E. Warren 47 Group Vice President/Operations
Kevin P. Coyle 45 Group Vice President/Finance
Christopher J. Bowick 41 Group Vice President/Technology
George H. Newton 62 Group Vice President/Telecommunications
Raymond L. Vigil 50 Group Vice President/Human Resources
Cynthia A. Winning 45 Group Vice President/Marketing
Elizabeth M. Steele 45 Vice President/General Counsel/Secretary
Larry W. Kaschinske 37 Vice President/Controller
Robert E. Cole 64 Director
William E. Frenzel 68 Director
Donald L. Jacobs 58 Director
James J. Krejci 55 Director
John A. MacDonald 43 Director
Raphael M. Solot 63 Director
Howard O. Thrall 49 Director
Siim A. Vanaselja 40 Director
Sanford Zisman 57 Director
Robert B. Zoellick 43 Director

Mr. Glenn R. Jones has served as Chairman of the Board of Directors
and Chief Executive Officer of the General Partner since its formation in 1970,
and he was President from June 1984 until April 1988. Mr. Jones is the sole
shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of the
subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business
in various capacities since 1961, is a member of the Board of Directors and the
Executive Committee of the National Cable Television Association. Additionally,
Mr. Jones is a member of the Board of Governors for the American Society for
Training and Development, and a member of the Board of Education Council of the
National Alliance of Business. Mr. Jones is also a founding member of the James
Madison Council of the Library of Congress. Mr. Jones has been the recipient of
several awards including the Grand Tam Award in 1989, the highest award from the
Cable Television Administration and Marketing Society; the President's Award
from the Cable Television Public Affairs Association in recognition of Jones
International's educational efforts through Mind Extension University (now
Knowledge TV); the Donald G. McGannon Award for the advancement of minorities
and women in cable from the United Church of Christ Office of Communications;
the STAR Award from American Women in Radio and Television, Inc. for exhibition
of a commitment to the issues and concerns of women in television and radio; the
Cableforce 2000 Accolade awarded by Women in Cable in recognition of the General
Partner's innovative employee programs; the Most Outstanding Corporate
Individual Achievement Award from the International Distance Learning Conference
for his contributions to distance education; the Golden Plate Award from the
American Academy of Achievement for his advances in distance education; the Man
of the Year named by the

Denver chapter of the Achievement Rewards for College Scientists; and in 1994
Mr. Jones was inducted into Broadcasting and Cable's Hall of Fame.

Mr. Derek H. Burney was appointed a Director of the General Partner in
December 1994 and Vice Chairman of the Board of Directors on January 31, 1995.
Mr. Burney joined BCE Inc., Canada's largest telecommunications company, in
January 1993 as Executive Vice President, International. He has been the
Chairman of Bell Canada International Inc., a subsidiary of BCE, since January
1993 and, in addition, has been Chief Executive Officer of BCI since July 1993.
Prior to joining BCE, Mr. Burney served as Canada's ambassador to the United
States from 1989 to 1992. Mr. Burney also served as chief of staff to the Prime
Minister of Canada from March 1987 to January 1989 where he was directly
involved with the negotiation of the U.S. - Canada Free Trade Agreement. In
July 1993, he was named an Officer of the Order of Canada. Mr. Burney is also a
director of Bell Cablemedia plc, Mercury Communications Limited, Videotron
Holdings plc, Tele-Direct (Publications) Inc., Teleglobe Inc., Bimcor Inc.,
Maritime Telegraph and Telephone Company, Limited, Moore Corporation Limited,
Northbridge Programming Inc. and certain subsidiaries of Bell Canada
International.

Mr. James B. O'Brien, the General Partner's President, joined the
General Partner in January 1982. Prior to being elected President and a
Director of the General Partner in December 1989, Mr. O'Brien served as a
Division Manager, Director of Operations Planning/Assistant to the CEO, Fund
Vice President and Group Vice President/Operations. Mr. O'Brien was appointed
to the General Partner's Executive Committee in August 1993. As President, he
is responsible for the day-to-day operations of the cable television systems
managed and owned by the General Partner. Mr. O'Brien is a board member of
Cable Labs, Inc., the research arm of the U.S. cable television industry. He
also serves as Vice Chairman and a director of the Cable Television
Administration and Marketing Association and as a director and member of the
Executive Committee of the Walter Kaitz Foundation, a foundation that places
people of ethnic minority groups in positions with cable television systems,
networks and vendor companies.

Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system manager and Fund Vice
President, since then. Ms. Warren was elected Group Vice President/Operations
of the General Partner in September 1990.

Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner
in August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.

Mr. Christopher J. Bowick joined the General Partner in September 1991
as Group Vice President/Technology and Chief Technical Officer. Previous to
joining the General Partner, Mr. Bowick worked for Scientific Atlanta's
Transmission Systems Business Division in various technical management
capacities since 1981, and as Vice President of Engineering since 1989.

Mr. George H. Newton joined the General Partner in January 1996 as
Group Vice President/Telecommunications. Prior to joining the General Partner,
Mr. Newton was President of his own consulting business, Clear Solutions, and
since 1994 Mr. Newton has served as a Senior Advisor to Bell Canada
International. From 1990 to 1993, Mr. Newton served as the founding Chief
Executive Officer and Managing Director of Clear Communications, New Zealand,
where he established an alternative telephone company in New Zealand. From 1964
to 1990, Mr. Newton held a wide variety of operational and business assignments
with Bell Canada International.

Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group
Vice President/Human Resources. Previous to joining the General Partner, Mr.
Vigil served as Executive Director of Learning with USWest. Prior to USWest,
Mr. Vigil worked in various human resources posts over a 14-year term with the
IBM Corporation.

Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc.,

Denver, Colorado, a sports and event marketing company. From 1979 to 1981 and
from 1986 to 1994, Ms. Winning served as the Vice President and Director of
Marketing for Citicorp Retail Services, Inc., a provider of private-label credit
cards for ten national retail department store chains. From 1981 to 1986, Ms.
Winning was the Director of Marketing Services for Daniels & Associates cable
television operations, as well as the Western Division Marketing Director for
Capital Cities Cable. Ms. Winning also serves as a board member of Cities in
Schools, a dropout intervention/prevention program.

Ms. Elizabeth M. Steele joined the General Partner in August 1987 as
Vice President/General Counsel and Secretary. From August 1980 until joining
the General Partner, Ms. Steele was an associate and then a partner at the
Denver law firm of Davis, Graham & Stubbs, which serves as counsel to the
General Partner.

Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990, named Controller in August 1994 and was elected
Vice President/Controller in June 1996.

Mr. Robert E. Cole was appointed a Director of the General Partner in
March 1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar
Life Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of
PMI Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co-
founder of a specialty investment banking firm that provided services to finance
the ownership and growth of emerging companies, productive assets and real
property. Mr. Cole is a Certified Financial Planner and a former United States
Naval Aviator.

Mr. William E. Frenzel was appointed a Director of the General Partner
in April 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the
Brookings Institution, a research organization located in Washington D. C.
Until his retirement in January 1991, Mr. Frenzel served for twenty years in the
United States House of Representatives, representing the State of Minnesota,
where he was a member of the House Ways and Means Committee and its Trade
Subcommittee, the Congressional Representative to the General Agreement on
Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget
Committee and a member of the National Economic Commission. Mr. Frenzel also
served in the Minnesota Legislature for eight years. He is a Distinguished
Fellow of the Tax Foundation, Vice Chairman of the Eurasia Foundation, a Board
Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual Funds
and Chairman of the Japan-America Society of Washington.

Mr. Donald L. Jacobs was appointed a Director of the General Partner
in April 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW.
During his career, Mr. Jacobs served on several corporate, professional and
civic boards.

Mr. James J. Krejci was President of the International Division of
International Gaming Technology, International headquartered in Reno, Nevada,
until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice
President of Jones International, Ltd. and was Group Vice President of the
General Partner. He has also served as an officer of subsidiaries of Jones
International, Ltd. until leaving the General Partner in May 1994. Mr. Krejci
has been a Director of the General Partner since August 1987.

Mr. John A. MacDonald was appointed a Director of the General Partner
in November 1995. Mr. MacDonald is Executive Vice President of Business
Development and Chief Technology Officer of Bell Canada International Inc.
Prior to joining Bell Canada in November 1994, Mr. MacDonald was President and
Chief Executive Officer of The New Brunswick Telephone Company, Limited, a post
he had held since March of that year. Prior to March 1994, Mr. MacDonald was
with NBTel for 17 years serving in various capacities, including Market Planning
Manager, Corporate Planning Manager, Manager of Systems Planning and Development
and General Manager, Chief Engineer and General Manager of Engineering and
Information Systems and Vice President of Planning. Mr. MacDonald was the
former Chairman of the New Brunswick section of the Institute of Electrical and
Electronic Engineers and also served on the Federal Government's Information
Highway Advisory Council. Mr. MacDonald is Chairman of MediaLinx Interactive
Inc. and Stentor Canadian Network Management and is presently a Governor of the
Montreal Exchange. He also serves on the Board of Directors of Tele-Direct
(Publications) Inc., Bell-Northern Research, Ltd., SRCI, Bell Sygma, Canarie
Inc., and is a member of the University of New Brunswick Venture Campaign
Cabinet.

Mr. Raphael M. Solot was appointed a Director of the General Partner
in March 1996. Mr. Solot is an attorney and has practiced law for 31 years with
an emphasis on franchise, corporate and partnership law and complex litigation.

Mr. Howard O. Thrall was appointed a Director of the General Partner
in March 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Mr Thrall is Senior Vice
President-Corporate Development for First National Net, Inc., a leading service
provider for the mortgage banking industry, and he heads First National Net's
Washington, D.C. regional office. From September 1993 to July 1996, Mr. Thrall
served as Vice President of Sales, Asian Region, for World Airways, Inc.
headquartered at the Washington Dulles International Airport. From 1984 until
August 1993, Mr. Thrall was with the McDonnell Douglas Corporation, where he
concluded as a Regional Vice President, Commercial Marketing with the Douglas
Aircraft Company subsidiary. Mr. Thrall is also an active management and
international marketing consultant, having completed assignments with McDonnell
Douglas Aerospace, JAL Trading, Inc., Technology Solutions Company, Cheong
Kang Associated (Korea), Aero Investment Alliance, Inc. and Western Real Estate
Partners, among others.

Mr. Siim A. Vanaselja was appointed a Director of the General Partner
in August 1996. Mr. Vanaselja joined BCE Inc., Canada's largest
telecommunications company, in February 1994 as Assistant Vice-President,
International Taxation. In June 1994, he was appointed Assistant Vice-President
and Director of Taxation, and in February 1995, Mr. Vanaselja was appointed
Vice-President, Taxation. On August 1, 1996, Mr. Vanaselja was appointed the
Chief Financial Officer of Bell Canada International Inc., a subsidiary of BCE
Inc. Prior to joining BCE Inc. and since August 1989, Mr. Vanaselja was a
partner in the Toronto office of KPMG Peat Marwick Thorne. Mr. Vanaselja has
been a member of the Institute of Chartered Accountants of Ontario since 1982
and is a member of the Canadian Tax Foundation, the Tax Executives Institute and
the International Fiscal Association.

Mr. Sanford Zisman was appointed a director of the General Partner in
June 1996. Mr. Zisman is a member of the law firm, Zisman & Ingraham, P.C. of
Denver, Colorado and has practiced law for 31 years, with an emphasis on tax,
business and estate planning and probate administration. Mr. Zisman currently
serves as a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, and he has served as Chairman of the Board,
Chairman of the Finance Committee and Chairman of the Strategic Planning
Committee of the hospital. Since 1992, he has also served on the Board of
Directors of Maxim Series Fund, Inc., a subsidiary of Great-West Life Assurance
Company.

Mr. Robert B. Zoellick was appointed a Director of the General Partner
in April 1995. Mr. Zoellick is Executive Vice President for Housing and Law of
Fannie Mae, a federally chartered and stockholder-owned corporation that is the
largest housing finance investor in the United States. From August 1992 to
January 1993, Mr. Zoellick served as Deputy Chief of Staff of the White House
and Assistant to the President. From May 1991 to August 1992, Mr. Zoellick
served concurrently as the Under Secretary of State for Economic and
Agricultural Affairs and as Counselor of the Department of State, a post he
assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the Department
of Treasury in a number of capacities, including Counselor to the Secretary.
Mr. Zoellick received the Alexander Hamilton and Distinguished Service Awards,
highest honors of the Departments of Treasury and State, respectively. The
German Government awarded him the Knight Commanders Cross for his work on
Germany unification. Mr. Zoellick currently serves on the boards of Alliance
Capital, Said

Holdings, the Council on Foreign Relations, the Congressional Institute, the
German Marshall Fund of the U.S., the European Institute, the National Bureau of
Asian Research, the American Council on Germany, the American Institute for
Contemporary German Studies and the Overseas Development Council.

ITEM 11. EXECUTIVE COMPENSATION
--------------------------------

The Partnership has no employees; however, various personnel are
required to operate the Manitowoc System. Such personnel are employed by the
General Partner and, the cost of such employment is charged by the General
Partner to the Partnership as a direct reimbursement item. See Item 13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
----------------------------------------------------------------------

As of March 4, 1997, no person or entity owned more than 5 percent of
the limited partnership interests of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

The General Partner and its affiliates engage in certain transactions
with 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.

TRANSACTIONS WITH THE GENERAL PARTNER

The General Partner charges a management fee, and the General Partner
is reimbursed for certain allocated overhead and administrative expenses. These
expenses represent the salaries and benefits paid to corporate personnel, rent,
data processing services and other corporate facilities costs. Such personnel
provide engineering, marketing, administrative, accounting, legal and investor
relations services to the Partnership. Allocations of personnel costs are based
primarily on actual time spent by employees of the General Partner with respect
to each partnership managed. Remaining expenses are allocated based on the pro
rata relationship of the Partnership's revenues to the total revenues of all
systems owned or managed by the General Partner and certain of its subsidiaries.
Systems owned by the General Partner and all other systems owned by partnerships
for which Jones Intercable, Inc. is the general partner are also allocated a
proportionate share of these expenses.

The General Partner also advances funds and charges interest on the
balance payable. The interest rate charged approximates the General Partner's
weighted average cost of borrowing.

TRANSACTIONS WITH AFFILIATES

Jones Education Company ("JEC") is owned 63% by Jones International,
Ltd. ("International"), an affiliate of the General Partner, 9% by Glenn R.
Jones, 12% by Bell Canada International Inc. ("BCI") and 16% by the General
Partner. JEC operates two television networks, JEC Knowledge TV and Jones
Computer Network. JEC Knowledge TV provides programming related to computers
and technology; business, careers and finance; health and wellness; and global
culture and languages. Jones Computer Network provides programming focused
primarily on computers and technology. JEC sells its programming to certain
cable television systems owned or managed by the General Partner.

The Great American Country network provides country music video
programming to certain cable television systems owned or managed by the General
Partner. This network is owned and operated by Great American Country, Inc., a
subsidiary of Jones International Networks, Ltd., an affiliate of International.

Jones Galactic Radio, Inc. is a company now owned by Jones
International Networks, Ltd., an affiliate of International. Superaudio, a
joint venture between Jones Galactic Radio, Inc. and an unaffiliated entity,
provides satellite programming to certain cable television systems owned or
managed by the General Partner.

The Product Information Network Venture (the "PIN Venture") is a
venture among a subsidiary of Jones International Networks, Ltd., an affiliate
of International, and two unaffiliated cable system operators. The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials." The PIN
Venture generally makes incentive payments of approximately 60% of its net
advertising revenue to the cable systems that carry its programming. Most of
the General Partner's owned and managed systems carry PIN for all or part of
each day. Revenues received by the Partnership from the PIN Venture relating to
the Partnership's owned cable television systems totaled approximately $56,078
for the year ended December 31, 1996.

The charges to the Partnership for related party transactions are as
follows for the periods indicated:

For the Year Ended December 31,
------------------------------------
Cable TV Fund 15-A 1996 1995 1994
- ------------------ ---------- ----------- -----------

Management fees $1,864,037 $ 1,711,267 $ 1,554,318
Allocation of expenses 2,409,849 2,441,916 2,351,096
Interest on advances paid to the General Partner 273,827 724,127 898,722
Amount of advances outstanding 430,624 4,782,507 10,952,538
Highest amount of advances outstanding 4,782,507 11,894,092 10,952,538
Programming fees:
Jones Education Company 114,703 101,247 51,950
Great American Country 3,937 0 0
Superaudio 12,783 11,303 11,268

PART IV.
--------

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

(a) 1. See index to financial statements for the list of financial
statements and exhibits thereto filed as part of this report.

3. The following exhibits are filed herewith.

4.1 Limited Partnership Agreement for Cable TV Fund 15-A, Ltd.
(1)

10.1.1 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Barrington, Illinois. (1)

10.1.2 Copy of franchise and related documents granting a community
antenna television system franchise for Cook County,
Illinois. (2)

10.1.3 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Crete,
Illinois. (3)

10.1.4 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Deer
Park, Illinois. (1)

10.1.5 Copy of franchise and related documents granting a community
antenna television system franchise for the City of Elgin,
Illinois. (1)

10.1.6 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Flossmoor, Illinois. (3)

10.1.7 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Hawthorn Woods, Illinois.

10.1.8 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Hazel
Crest, Illinois. (3)

10.1.9 Copy of franchise and related documents granting a community
antenna television system franchise for Hoffman Estates,
Illinois. (2)

10.1.10 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Indian
Creek, Illinois. (1)

10.1.11 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Indian
Head Park, Illinois. (3)

10.1.12 Copy of franchise and related documents granting a community
antenna television system franchise for the County of Kane,
Illinois. (2)

10.1.13 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Kildeer, Illinois.

10.1.14 Copy of Amendatory Ordinance No. 96-0-732 of the Village of
Kildeer renewing and amendment the franchise.

10.1.15 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of La
Grange, Illinois. (3)

10.1.16 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of La
Grange Park, Illinois. (3)

10.1.17 Copy of franchise and related documents granting a community
antenna television system franchise for the County of Lake,
Illinois. (1)

10.1.18 Copy of amendment to franchise agreement dated May 15, 1991.
(3)

10.1.19 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Lake
Barrington, Illinois. (4)

10.1.20 Copy of Resolution 92-R-20 dated 9/8/92. (2)

10.1.21 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Lake
Zurich, Illinois. (4)

10.1.22 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Lansing, Illinois. (3)

10.1.23 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Long
Grove, Illinois. (2)

10.1.24 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Matteson, Illinois. (3)

10.1.25 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Olympia Fields, Illinois. (3)

10.1.26 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Riverside, Illinois. (3)

10.1.27 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of South
Elgin, Illinois. (1)

10.1.28 Copy of franchise and related documents granting a community
antenna television system franchise for Thornton, Illinois.
(3)

10.1.29 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
University Park, Illinois.

10.1.30 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of Vernon
Hills, Illinois.

10.1.31 Copy of franchise and related documents granting a community
antenna television system franchise for the Village of
Western Springs, Illinois. (3)

10.2.1 Credit Agreement dated as of November 21, 1994 among Cable TV
Fund 15-A, Ltd. and Shawmut Bank Connecticut, N.A., as agent
for various lenders. (5)

10.2.2 Amendment Agreement dated as of March 28, 1996 to Credit
Agreement dated as of November 21, 1994. (6)

27 Financial Data Schedule
__________

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

(2) Incorporated by reference from Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992.

(3) Incorporated by reference from the Annual Report on Form 10-K
of Jones Intercable, Inc. (Commission File No. 1-9953) for
fiscal year ended 5/31/90.

(4) Incorporated by reference from Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990.

(5) Incorporated by reference from Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.

(6) Incorporated by reference from Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.

(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.

CABLE TV FUND 15-A, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.

By: /s/ Glenn R. Jones
________________________________
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 24, 1997 Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: /s/ Glenn R. Jones
________________________________
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 24, 1997 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
________________________________
Kevin P. Coyle
Group Vice President/Finance
Dated: March 24, 1997 (Principal Financial Officer)

By: /s/ Larry Kaschinske
________________________________
Larry Kaschinske
Vice President/Controller
Dated: March 24, 1997 (Principal Accounting Officer)

By: /s/ James B. O'Brien
________________________________
James B. O'Brien
Dated: March 24, 1997 President and Director

By: /s/ Derek H. Burney
________________________________
Derek H. Burney
Dated: March 24, 1997 Director

By: /s/ Robert E. Cole
________________________________
Robert E. Cole
Dated: March 24, 1997 Director

By: /s/ William E. Frenzel
________________________________
William E. Frenzel
Dated: March 24, 1997 Director

By: /s/ Donald L. Jacobs
________________________________
Donald L. Jacobs
Dated: March 24, 1997 Director

By: /s/ James J. Krejci
________________________________
James J. Krejci
Dated: March 24, 1997 Director

By: ________________________________
John A. MacDonald
Dated: March 24, 1997 Director

By: /s/ Raphael M. Solot
________________________________
Raphael M. Solot
Dated: March 24, 1997 Director

By: ________________________________
Howard O. Thrall
Dated: March 24, 1997 Director

By: /s/ Siim A. Vanaselja
________________________________
Siim A. Vanaselja
Dated: March 24, 1997 Director

By: /s/ Sanford Zisman
________________________________
Sanford Zisman
Dated: March 24, 1997 Director

By: /s/ Robert B. Zoellick
________________________________
Robert B. Zoellick
Dated: March 24, 1997 Director