<PAGE>
                                
                          UNITED STATES
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549

                            Form 10-Q


(X)  QUARTERLY  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934
     For the quarter ended September 30, 1996

                               OR

(  ) TRANSITION  REPORT PURSUANT TO SECTION 13 OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934
     For the transition period from _____ to _____


Commission File No. 2-78751


                        AMERICAN CABLE TV INVESTORS 2
     (Exact name of Registrant as specified in its charter)


        State of California                       84-0904982
 --------------------------------              ------------------              
 (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)               Identification No.)
                                                     
                                                     
           5619 DTC Parkway                              
          Englewood, Colorado                         80111
 ----------------------------------------          ----------   
 (Address of principal executive offices)          (Zip Code)


      Registrant's telephone number, including area code: (303)267-5500


      Indicate by check mark whether the Registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12  months,
and (2) has been subject to such filing requirements for the past
90 days.     Yes   X       No
                  ---         ---
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION


                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)

                         Balance Sheets
                           (unaudited)
<CAPTION>
                                      September 30  December 31,
                                          1996         1995
                                      ------------   -----------
Assets                                   amounts in thousands
                                                    
<S>                                     <C>           <C>
Cash and cash equivalents               $ 2,207       3,045
                                                    
Receivables                                   9          --
                                        -------     -------
             
                                        $ 2,216       3,045
                                        =======     =======
                                                    
Liabilities and Partners' Equity                    
                                                    
Accounts payable and accrued expenses   $    72          91
                                                    
Amounts due to related parties                      
 (note 4)                                    56         444
                                        -------     -------
                
   Total liabilities                        128         535
                                        -------     -------                 

Minority interest in American Cable TV               
 of Redlands Joint Venture ("Redlands")              
 (note 1)                                    --         204
                                                    
Partners' equity (deficit):                         
 General partners                         2,014       2,069
 Initial limited partner                  (270)       (266)
 Limited partners                           344         503
                                        -------     -------
             
   Total partners' equity                 2,088       2,306
                                        -------     -------                 
Commitments and contingencies                       
 (notes 4 and 5)                                    
                                                    
                                        $ 2,216       3,045
                                        =======     =======
</TABLE>

See accompanying notes to financial statements.

                               I-1

<PAGE>
<TABLE>
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)
                                
                    Statements of Operations
                           (unaudited)

                                

<CAPTION>
                                 Three months        Nine months
                                     ended              ended
                                 September 30,       September 30,
                                 ------------        ------------
                                  1996   1995         1996   1995
                                  ----   ----         ----   ----
                                      amounts in thousands,
                                       except unit amounts
                                                        
<S>                            <C>       <C>        <C>       <C>
Selling, general and                                         
 administrative expenses       
 (note 5)                      $ (98)    (251)      (369)     (284)
                                                            
Interest income                   36       41        151       149
                                        
Minority interest's share of                                 
 earnings of Redlands             --       (2)        --       (13)
                               -----    -----      -----     -----             

    Net loss                  $ (62)     (212)      (218)     (148)
                              =====     =====      =====     =====
                                                                           
Loss per limited partnership                                
 unit (note 2)               $(1.47)    (5.03)     (5.17)    (3.51)
                             ======    ======     ======    ======
                                                            
Limited partnership units    
 outstanding                 30,772    30,772     30,772    30,772 
                             ======    ======     ======    ======          
</TABLE>

See accompanying notes to financial statements.

                               I-2
<PAGE>
<TABLE>
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)
                                
                  Statement of Partners' Equity
                                
              Nine months ended September 30, 1996
                           (unaudited)
<CAPTION>


                                      Initial            
                            General   limited   Limited  
                           partners   partner  partners   Total
                           --------   -------  --------   -----
                                   amounts in thousands
                                                         
<S>                        <C>        <C>         <C>    <C>
Balance at January 1, 1996 $2,069     (266)       503    2,306
                                                         
 Net loss                     (55)      (4)      (159)    (218)
                           ------    -----      -----    -----              
Balance at September 30,                                 
 1996                      $2,014     (270)       344    2,088
                           ======    ======    ======   ======
</TABLE>
                                                         




See accompanying notes to financial statements.

                               I-3
<PAGE>
<TABLE>
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)
                                
                    Statements of Cash Flows
                           (unaudited)


<CAPTION>
                                             Nine  months ended
                                               September 30,
                                             ------------------
                                              1996       1995
                                             ------     -------
                                           amounts in thousands
                                                (see note 3)
                                                       
 <S>                                         <C>        <C>
Cash flows from operating activities:                  
 Net loss                                    $(218)     (148)
   Adjustments to reconcile net loss to                   
    net cash used in operating activities:
     Minority interest's share of earnings               
      of Redlands                               --        13
     Change in receivables                      (9)       --
     Change in accounts payable, accrued                    
      expenses and amounts due to related
      parties                                 (401)     (339)
                                            ------    ------      
        Net cash used in operating                  
         activities                           (628)     (474)
                                            ------    ------ 
      
Cash flows from investing activities -                 
 Distribution to minority owner of Redlands   (210)       --
                                            ------    ------
       
Cash flows from financing activities                      --
                                            ------    ------                
        Net decrease in cash and                               
         cash equivalents                     (838)     (474)
                                                       
       Cash and cash equivalents:                      
        Beginning of period                  3,045     3,544
                                            ------    ------
       
        End of period                       $2,207     3,070
                                            ======    ======           
</TABLE>

See accompanying notes to financial statements.

                               I-4
<PAGE>
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)

                  Notes to Financial Statements

                       September 30, 1996
                           (unaudited)


(1)  Basis of Financial Statement Preparation
     ----------------------------------------
     The  accompanying unaudited financial statements include the
     accounts  of  American Cable TV Investors 2 ("ACT  2")  and,
     through  December  31, 1995, Redlands, a  joint  venture  in
     which  ACT  2  had  a  65% ownership interest.   ACT  2  and
     Redlands  are  collectively  referred  to  herein   as   the
     "Partnership".   All  significant intercompany  transactions
     and  accounts  have  been  eliminated.   American  Cable  TV
     Investors  3 ("ACT 3"), an affiliate owned the 35%  minority
     interest  in  Redlands.  In connection with  a  dissolution,
     indemnification and contribution agreement (the "Dissolution
     Agreement"), Redlands was dissolved as of January  1,  1996.
     In  accordance with the terms of the Dissolution  Agreement,
     Redlands'  net assets were distributed to ACT 2  and  ACT  3
     based on their respective ownership interests.

     TCI   Cablevision   Associates,  Inc.  ("Cablevision"),   an
     indirect subsidiary of Tele-Communications, Inc. ("TCI"), is
     the managing agent of ACT 2.

     The  preparation of financial statements in conformity  with
     generally accepted accounting principles requires management
     to  make  estimates and assumptions that affect the reported
     amounts  of  assets  and liabilities  at  the  date  of  the
     financial statements and the reported amounts of revenue and
     expenses during the reporting period.  Actual results  could
     differ from those estimates.

     The accompanying financial statements of the Partnership are
     unaudited.   In  the opinion of management, all  adjustments
     (consisting  only  of normal recurring accruals)  have  been
     made  which  are necessary to present fairly  the  financial
     position of the Partnership as of September 30, 1996 and the
     results  of  its  operations  for  the  nine  months   ended
     September 30, 1996 and 1995.  The results of operations  for
     any  interim  period are not necessarily indicative  of  the
     results for the entire year.

     These  financial  statements should be read  in  conjunction
     with  the  financial  statements and related  notes  thereto
     included  in  the  Partnership's December  31,  1995  Annual
     Report on Form 10-K.

(2)  Allocation of Net Earnings and Net Losses
     -----------------------------------------
     Pursuant  to  ACT  2's  limited partnership  agreement,  net
     earnings and net losses of ACT 2 are to be allocated  1%  to
     the  general partners, 2% to the initial limited partner and
     97%  to the limited partners until the limited partners have
     received  cumulative distributions equal to  their  original
     capital   contributions  ("Payback").   After  the   limited
     partners  have received distributions equal to Payback,  the
     allocations of net earnings and net losses shall be  25%  to
     the  general partners, 2% to the initial limited partner and
     73% to the limited partners.

                                                      (continued)
                               I-5
<PAGE>
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)
                                
                  Notes to Financial Statements


     Net  loss  per  limited partnership unit  is  calculated  by
     dividing  the net loss attributable to the limited  partners
     by  the  number  of  limited partnership  units  outstanding
     during the period.  The limited partners achieved Payback in
     1994.   Accordingly, the Partnership's losses for  the  nine
     months ended September 30, 1996 and 1995 have been allocated
     using the post-Payback percentages set forth above.

(3)  Supplemental Disclosure of Cash Flow Information
     ------------------------------------------------
     ACT  2 considers investments with initial maturities of  six
     months  or  less to be cash equivalents.  At  September  30,
     1996,  $2,180,000 of commercial paper was included  in  cash
     and  cash equivalents.  ACT 2 is exposed to credit  loss  in
     the  event of non-performance by the other parties  to  such
     financial  instruments.  However, ACT 2 does not  anticipate
     non-performance by the other parties.

(4)  Transactions with Related Parties
     ---------------------------------
     ACT  2  reimburses Cablevision for direct out-of-pocket  and
     indirect  expenses  allocable  to  ACT  2  and  for  certain
     personnel employed on a full- or part-time basis to  perform
     accounting or other services.  Such reimbursements  amounted
     to  $27,000 for both the nine month periods ended  September
     30, 1996 and 1995.

     Amounts  due  to  related  parties  represent  non-interest-
     bearing payables to TCI and its affiliates consisting of (i)
     the   net  effect  of  cash  advances  and  certain  expense
     allocations and (ii) the advancement of legal and other fees
     and  expenses  associated with the litigation  described  in
     note 5.

(5)  Litigation
     ----------
     On September 30, 1994, a limited partner of ACT 2 filed suit
     in United States District Court for the District of Colorado
     (the  "District Court") against the managing general partner
     of  ACT  2.   A similar suit was filed against the  managing
     general  partner  of ACT 3.  The lawsuit, as  amended,  also
     names certain affiliates of the managing general partner  as
     defendants.   The  lawsuit,  as amended,  alleges  that  the
     defendants  violated  disclosure  requirements   under   the
     Securities  Exchange Act of 1934 and that certain defendants
     breached  a  fiduciary duty to the plaintiffs in  connection
     with the sale of the Redlands cable television system.   The
     defendants  believe  that the claims  asserted  are  without
     merit  and  are  vigorously  defending  the  actions.    The
     defendants moved to dismiss various claims asserted  in  the
     complaint  and  the  plaintiff opposed  such  motions.   The
     defendants' motion was denied by the District Court on March
     24, 1995.

     On   November  3,  1995,  the  District  Court  granted  the
     plaintiff's motion for certification of this case as a class
     action.   The class has been defined to include all  persons
     who  were  limited  partners of ACT 2 as  of  the  close  of
     business  on  October  1,  1993,  excluding,  however,   the
     defendants,  their  parent corporations,  subsidiaries,  and
     affiliates. A pre-trial conference was conducted on April 9,
     1996  and a trial has been scheduled for the spring of 1997.
     On August 5, 1996, the defendants filed a motion for summary
     judgment  on  all  of  the plaintiff's claims,  as  well  as
     separate  partial summary judgment motions with  respect  to
     certain  of the plaintiff's claims.  The plaintiff  filed  a
     cross-motion for partial summary judgment on one  aspect  of
     the case.  The motions have been fully briefed, however, the
     District Court has not yet ruled on such motions.
                                                      (continued)
                               I-6
<PAGE>
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)
                                
                  Notes to Financial Statements


     Section  21  of  ACT 2's limited partnership agreement  (the
     "Partnership Agreement") provides that the General  Partners
     and  their  affiliates,  subject to certain  conditions  set
     forth  in  more  detail  in the Partnership  Agreement,  are
     entitled  to  be  indemnified  for  any  liability  or  loss
     incurred  by them by reason of any act performed or  omitted
     to  be performed by them in connection with the business  of
     ACT 2, provided that the General Partners determine, in good
     faith, that such course of conduct was in the best interests
     of  ACT  2  and did not constitute proven fraud, negligence,
     breach of fiduciary duty or misconduct.

     Through  September 30, 1996, ACT 2 and ACT 3  have  received
     requests  from  the General Partners and  certain  of  their
     affiliates for the advancement of legal and other  fees  and
     expenses   associated   with  the  above-described   lawsuit
     totaling  $1,677,000.   Consistent with  the  terms  of  the
     Partnership Agreement, this amount has been advanced by  ACT
     2 and ACT 3. ACT 2's 50% share of such fees and expenses for
     the  nine  months ended September 30, 1996 and  1995,  which
     totals  approximately  $313,000 and $221,000,  respectively,
     has  been  included in selling, general, and  administrative
     expenses in the accompanying financial  statements. Fees and
     expenses incurred by the defendants will continue to be paid
     in  equal shares by ACT 2 and ACT 3 as they are incurred and
     approved.

     The  litigation  will have the effect of  delaying  ACT  2's
     final  cash  distributions.   In  addition,  any  successful
     indemnification  claims  by the defendants  would  have  the
     effect   of   reducing  the  amount  of  such   final   cash
     distributions.

                               I-7
<PAGE>
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)


Management's Discussion and Analysis of
---------------------------------------
  Financial Condition and Results of Operations
  ---------------------------------------------
 
         Material Changes in Results of Operations
         -----------------------------------------
       ACT 2 is no longer engaged in the cable television business
and  is  currently seeking to make a final determination  of  its
liabilities  so  that liquidating distributions can  be  made  in
connection  with its dissolution.  Accordingly, the Partnership's
results  of operations for the nine month periods ended September
30,  1996 and 1995 include (i) the advancement of legal and other
fees  and  expenses associated with the litigation  described  in
note  5  to  the  accompanying financial statements,  (ii)  costs
associated with the administration of the Partnership  and  (iii)
interest  income  earned on the Partnership's invested  cash  and
cash equivalents.

          Material Changes in Financial Condition
          ---------------------------------------

       ACT   2   anticipates  that  it  will   make   liquidating
distributions  in  connection with its  dissolution  as  soon  as
possible  following the final determination and  satisfaction  of
ACT  2's  liabilities.   However, ACT 2 currently  is  unable  to
predict the timing or amount of such final cash distributions due
primarily to the existence of the litigation described in note  5
to the accompanying financial statements.
                                
                                
                               I-8

<PAGE>
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)


PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K
-------   --------------------------------
     (a)  Exhibits:

          (27)  Financial Data Schedule

          (b)  Reports on Form 8-K filed during the quarter ended
               September 30, 1996 - none

                              II-1
<PAGE>
                           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 thereunto duly authorized.

                                   AMERICAN CABLE TV INVESTORS 2
                                   (A Limited Partnership)
                                   
                               By: IR-TCI PARTNERS II,
                               
                                   Its Managing General Partner
                                   
                               By: TCI VENTURES, INC.,
                               
                                   A General Partner
                                   
                                   
                                   
Date: November 5, 1996        By: /s/ Gary K. Bracken
                                   Gary K. Bracken
                                   Vice President and Controller
                                   (Principal Accounting Officer)


                              II-2