(Falcon Classic Letterhead)
July 22, 1997


Dear Limited Partner:

     Falcon Classic Cable Income Properties, L.P. (the "Partnership") has become
aware that three separate unsolicited offers were commenced by:

          1. JJJ Group, L.L.C. ("JJJ Group") for up to 1,500 units (representing
     approximately 2.0% of the outstanding units in the Partnership), at a price
     of $550 per Unit, in a letter dated July 7, 1997;

          2. Madison Partnership Liquidity Investors 36, L.L.C.  ("Madison") for
     up to approximately  3,500 units  (representing  approximately  4.9% of the
     outstanding  units in the  Partnership),  at a price of $440 per Unit, in a
     letter dated July 11, 1997; and

          3. Peachtree  Partners  ("Peachtree")  for up to  approximately  3,200
     units  (representing  approximately  4.5% of the  outstanding  units in the
     Partnership), at a price of $605 per Unit.

     These  offers  were made  without  the  consent or the  involvement  of the
General  Partner.  We have  considered  each  offer,  and  believe  that each is
inadequate and not in your best interest to accept.

     Accordingly,  the General  Partner's  recommendation is that you reject the
above offers.  In evaluating the offers,  the General Partner  believes that its
limited partners should consider the following information:

*         As  previously  reported to you in a letter  dated June 24,  1997,  we
     advised you of the decision of the general  partner and its  affiliates  to
     exercise their purchase rights to acquire the  Partnership's  cable systems
     pursuant to the terms of the  partnership  agreement.  Consistent  with the
     appraisal  process,  the purchase  price for the assets of the  Partnership
     will be $82,000,000 in cash. Accordingly, on June 24, 1997, the Partnership
     and the acquiring  entities  entered into an Asset  Purchase  Agreement and
     have commenced the process of obtaining the necessary  regulatory and other
     related  approvals to complete the transaction.  Closing of the transaction
     is subject to the receipt of required consents and approvals,  satisfactory



     financing  arrangements and similar matters and, accordingly,  there can be
     no  assurance  that the  sale  will  take  place  unless  and  until  those
     conditions are satisfied.

*         Based  on  the  appraised  value  of   $82,000,000,   and  assuming  a
     hypothetical  liquidation of the  Partnership  had taken place on March 31,
     1997,  the  estimated  cash  distribution  to  unitholders  would have been
     approximately  $867  per  unit  (the   "Hypothetical   Estimated  Per  Unit
     Distribution")  (based upon 71,879  Units  outstanding).  The  Hypothetical
     Estimated Per Unit Distribution was calculated  assuming net liabilities on
     the  balance  sheet  of the  Partnership,  excluding  property,  plant  and
     equipment  and  intangible  assets  ("Net  Liabilities")  of  approximately
     $19,000,000 (as of March 31, 1997),  represented  the only payments,  other
     than certain reserved expenses, that would have been required to be made by
     the  Partnership  prior to the  distribution  of cash to  unitholders.  The
     Hypothetical  Estimated Per Unit Distribution is presented for illustrative
     purposes only and does not  necessarily  represent  amounts the Partnership
     could  have  distributed  to  unitholders  on  March  31,  1997 or any date
     thereafter.  The actual  distribution  will vary  depending on, among other
     things,  the date of the actual  dissolution of the Partnership and related
     distribution to the unitholders.

     Based on this recent  development,  the General Partner recommends that you
NOT transfer,  agree to transfer,  or tender any units in response to either the
JJJ , Madison or Peachtree offer.

     If you have any  questions  regarding  these  matters  or your  investment,
please call our Investor  Services  Department  at (800)  433-4287.  We will, of
course,  keep you informed of significant events as they develop.  We appreciate
the continued support and interest of our Unitholders.

Sincerely,

Falcon Classic Cable Income Properties, L.P.
A California Limited Partnership


cc:  Account Representative

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