Exhibit 99.2

November 10, 1997


RE:  PROXY MAILING  - CABLE TV FUND 12-B, LTD.


Dear Beneficial Owner of Cable TV Fund 12-B, Ltd:

Our records indicate that you are a beneficial owner of limited partnership
interests in Cable TV Fund 12-B, Ltd. (the "Partnership").  Enclosed for your
information and review are proxy solicitation materials.

Your qualified plan trustee/custodian, which is the registered owner of your
limited partnership interests, has authorized Jones Intercable, Inc. (the
"General Partner") to mail these proxy materials directly to you and has
authorized its clients, the beneficial owners, to execute the proxy cards on its
behalf.

By this authorization, your signature will be legally sufficient and your vote
of the limited partnership interests registered in the name of the
trustee/custodian will be counted without the trustee/custodian's counter-
signature.

PLEASE VOTE, DATE AND SIGN AS BENEFICIAL OWNER (INVESTOR), AND RETURN YOUR PROXY
CARD TO THE GENERAL PARTNER IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE, BUT NO
LATER THAN DECEMBER 15, 1997.
           ------------------

If the proposed sale is consummated, the Partnership will mail your share of the
net sale proceeds to your Trustee for your benefit, and the Partnership will
notify you that the distribution has occurred.

If you have any questions, please call our Investor Services Department.

Sincerely,


Jones Intercable, Inc.
The General Partner


Enclosures