(Falcon Classic Letterhead)

September 17, 1997


Dear Limited Partner:

         Falcon Classic Cable Income  Properties,  L.P. (the  "Partnership") has
become aware that another  unsolicited offer for up to approximately 3,522 units
(representing  4.9% of the outstanding units in the Partnership),  at a price of
$560 per unit,  was  commenced by Madison  Partnership  Liquidity  Investors 36,
L.L.C.
("Madison") in a letter dated September 8, 1997.

         This  offer was made  without  the  consent or the  involvement  of the
General Partner.

         One of the  obligations  of  the  General  Partner  is to  endeavor  to
preserve the status of the Partnership as a partnership under Federal income tax
laws.  Failure to maintain this status could have a material  adverse  effect on
the Partnership and its partners.  Among the related legal requirements  imposed
upon the  Partnership  is that its  partnership  interests  not be  traded in an
established  securities  market.  As it believes is customary,  the  Partnership
complies with this requirement by adhering to a safe harbor provision  contained
in the  Federal  income  tax  regulations  which  limits  most  sales of limited
partnership interest to five percent of the outstanding units in any given year.
That  limitation  was reached during  September  1997.  Accordingly,  no further
resales of units,  including any attempted  sales related to the Madison  offer,
will be recognized by the Partnership for the balance of 1997.

         Notwithstanding the fact that no further resales of limited partnership
interests  may be made in 1997, we are required to furnish you with our position
with respect to the above offer. We have considered this offer and, based on the
information made available by Madison,  believe that it is inadequate and not in
your best interest to accept. Accordingly,  the General Partner's recommendation
is that you reject the Madison  offer.  We urge you not to sign the Agreement of
Assignment and Transfer Form and not tender your Units to Madison. In evaluating
the offer,  the  General  Partner  believes  that its  limited  partners  should
consider the following information:

      By letter dated June 24, 1997,  the  Partnership  advised its  unitholders
     that the General Partner intended to exercise its purchase right to acquire
     all of the  Partnership's  cable systems pursuant to the Appraisal  Process
     for cash consideration equal to the median appraised value of $82.0 million
     (the   "Appraised   Value").   The  General  Partner  further  advised  the
     Partnership  that, as permitted by the Partnership  Agreement,  it intended
     that the cable  systems be acquired  (the "Sale") by certain  affiliates of
     the General  Partner  (the  "Purchasers").  On June 27,  1997,  the General
     Partner caused the  Partnership  to enter into an Asset Purchase  Agreement
     with the  Purchasers,  and the  parties  have  begun to seek the  necessary
     regulatory and other consents.

      Based  upon  the   Appraised   Value  of  $82.0  million  and  assuming  a
     hypothetical liquidation of the Partnership on June 30, 1997, the estimated
     cash  distribution to unitholders  would have been  approximately  $877 per
     limited   partnership   unit   (the   "Hypothetical   Estimated   Per  Unit
     Distribution")  (based upon 71,879 units  outstanding).  This  Hypothetical
     Estimated Per Unit Distribution was calculated  assuming net liabilities on
     the  balance  sheet  of  the  Partnership,  net  of  current  assets  ("Net
     Liabilities"),  of  approximately  $18.4  million  (as of June  30,  1997),
     including the Partnership's  outstanding bank indebtedness of $22.3 million
     as of June 30, 1997.  As with other  liabilities,  the  Partnership's  bank
     indebtedness  must  be  repaid  prior  to the  payment  of any  liquidating
     distribution  to  the  partners.   Such  Hypothetical  Estimated  Per  Unit
     Distribution  also  assumes  that the Net  Liabilities  as of June 30, 1997
     represent 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 the  unitholders.  Accordingly,  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 June 30, 1997 or any date  thereafter.  The
     actual distribution will vary depending on, among other things, the date of
     the actual dissolution and related distribution to unitholders.

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