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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-K
                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported):March 28, 1994



                             JONES INTERCABLE, INC.
             (Exact name of registrant as specified in its charter)



         Colorado                      1-9953                84-0613514
         --------                      ------                ----------
 (State of Organization)        (Commission File No.)        (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)





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Item 5.  Other Events.


        On December 2, 1993, Jones Intercable, Inc., a Colorado corporation (the
"Registrant") announced that it had entered into a letter of intent with BCE
Telecom International Inc., now known as Bell Canada International Inc. ("BCI")
pursuant to which BCI would, among other things, invest approximately
$275,000,000 in the Registrant to acquire shares of Class A Common Stock of the
Registrant representing approximately a 30% interest in the Registrant.  In
addition, it was announced that BCI would acquire from Glenn R. Jones, Chairman
of the Board and Chief Executive Officer of the Registrant, and Jones
International, Ltd., a corporation wholly-owned by Mr. Jones ("International"),
an option to acquire a sufficient number of shares of Common Stock of the
Registrant that, upon exercise of the option, BCI would have the right to elect
75% of the Board of Directors of the Registrant.  All of the transactions
contemplated by the letter of intent were subject to the negotiation of
definitive agreements, which have not yet been completed, and other  matters.

        The parties have announced that the proposed strategic alliance is
proceeding forward, and the date for the negotiation of definitive agreements
has been extended to April 8, 1994.  However, in light of the actions of the
Federal Communications Commission in February announcing additional rate
rollbacks for cable television system operators, certain financial terms and the
timing of BCI's investment in Registrant have been modified.

        BCI will purchase immediately 2,500,000 shares of Class A Common Stock
of the Registrant at a price of $22.00 per share resulting in proceeds to the
Registrant of $55,000,000.  The Class A Common Stock to be acquired by BCI will
be sold pursuant to a currently effective Registration Statement of Registrant
covering 6,000,000 shares of Class A Common Stock. Subject to the terms and
conditions to be agreed upon in the definitive agreements, at the closing of the
second transaction, BCI will purchase an additional 7,500,000 shares of Class A
Common Stock at the originally agreed upon price of $27.50 per share resulting
in additional proceeds to the Registrant of $206,250,000.  This will result in
an average aggregate investment price per share of $26.125, which represents a
5% reduction from the originally agreed upon price of $27.50 per share.  The
original commitment of BCI to invest up to $400,000,000 in Registrant will
remain unchanged, and the remaining approximately $139,000,000 will be invested
as originally planned to maintain BCI's 30% interest in connection with
anticipated future public offerings of equity securities by Registrant.

        A corresponding 5% reduction will be taken on the per share option
deposit price to be paid by BCI to Mr. Jones and International, which will be
reduced





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from $20 per share to $19 per share.  The proceeds to Mr. Jones and
International will be approximately $52,000,000 under the restructured plan.
In addition, the portion of the exercise price per share which was fixed during
the first year after the closing under the option agreement will be
correspondingly reduced by 5%.

        All other financial terms of the proposed transaction remain unchanged.





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                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        JONES INTERCABLE, INC.



Dated:  March 28, 1994                  By:  /s/ ELIZABETH M. STEELE 
                                             Elizabeth M. Steele, 
                                             Vice President





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