8-K/A

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event report): May 10, 2002

JONES MEDIA NETWORKS, LTD.

(Exact name of registrant as specified in its charter)

Colorado	333-62077	84-1470911
(State of Organization)	(Commission File No.)	(I.R.S. Employer Identification Number)

9697 E. Mineral Avenue, Englewood, CO 80112
(Address of principal executive office and Zip Code)

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

This amended Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on May 13, 2002.

Item 4. Changes in Registrant's Certifying Accountant.

        On May 10, 2002, Arthur Andersen LLP ("Andersen") was effectively dismissed as the independent accountant for Jones Media Networks, Ltd. (the "Registrant") as all of Andersen's remaining work regarding the Registrant's financial statements for the quarter ended March 31, 2002 has been completed. Concurrent with Andersen's dismissal, KPMG LLP ("KPMG") was appointed as the new independent accountant for the Registrant to replace Andersen for the year ending December 31, 2002. The decision to dismiss Andersen and to appoint KPMG was recommended by the Audit Committee of the Board of Directors and was approved by the Board of Directors at its meeting on May 8, 2002.

        Andersen's reports on the Registrant's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Registrant's two most recent fiscal years and the period from January 1, 2002 through May 10, 2002, there were no disagreements between the Registrant and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Andersen, would have caused it to make reference to the subject matter of the disagreements in connection with its report.

        As required under Securities and Exchange Commission regulations, the Registrant provided Andersen with a copy of this Item 4 and requested Andersen to furnish the Registrant with a letter addressed to the Commission stating whether it agrees with the statements by the Registrant in this Item 4 and, if not, stating the respects in which it does not agree. Andersen's letter is filed as Exhibit 16.1 to this Current Report.

Item 7. Exhibits.

16.1  Letter dated May 15, 2002, from Arthur Andersen LLP to the Securities and Exchange Commission.

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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 MEDIA NETWORKS, LTD.
Dated: May 15, 2002	By:	/s/  JEFFREY C. WAYNE Jeffrey C. Wayne President

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SIGNATURES

EX-16.1

Exhibit 16.1

May 15, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read Item 4 included in Form 8-K/A dated May 15, 2002 of Jones Media Networks, Ltd. (Commission File Number 333-62077) to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein.

Very truly yours,

/s/ ARTHUR ANDERSEN LLP

cc: Mr. Jay B. Lewis, Chief Financial Officer, Jones Media Networks, Ltd.