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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-C

                Report by Issuer of Securities Quoted on NASDAQ

                  Filed pursuant to Section 13 or 15(d) of the

                Securities Exchange Act of 1934 and Rule 13a-176

                              of 15d-17 thereunder

                             Jones Intercable, Inc.
                 (Exact name of issuer as specified in charter)

                 9697 East Mineral Avenue, Englewood, CO 80112
                    (Address of principal executive offices)

         Issuer's telephone number, including area code (303) 792-3111

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:

1.       Title of security:  Class A Common Stock

2.       Number of shares outstanding before the change:  14,817,088

3.       Number of shares outstanding after the change:  26,131,388

4.       Effective date of change:  December 20, 1994

5.       Method of change:

         Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.):
(i) reorganization and (ii) separate sale

         Give brief description of transaction:  (i) 3,900,000 shares of Class
A Common Stock were issued to Jones Spacelink, Ltd.  pursuant to the Exchange
Agreement and Plan of Reorganization and Liquidation described in Registration
Statement No. 33-54527, and (ii) 7,414,300 shares of the issuer's Class A
Common Stock were sold pursuant to an agreement with Bell Canada International
Inc., an unaffiliated party.

                        II.  CHANGE IN NAME OF ISSUER

         Not applicable.





Date:  December 21, 1994                           /s/ Elizabeth M. Steele
                                                   ---------------------------
                                                   Elizabeth M. Steele
                                                   Vice President