<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 June 30, 1997

                               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>

PART I - FINANCIAL INFORMATION


                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)

                         Balance Sheets
                           (unaudited)

<TABLE>
<CAPTION>
                                         June 30,     December 31,
                                           1997          1996
                                         --------     ------------

Assets                                     amounts in thousands
------
                                                     
<S>                                      <C>          <C>
Cash and cash equivalents                $  2,044        2,238
                                         ========     ========

                                                        
                                                        
Liabilities and Partners' Equity                        
--------------------------------
                                                        
Accounts payable and accrued expenses    $     20           62
                                                        
Amounts due to related parties (note 4)        70          181
                                         --------     --------

    Total liabilities                          90          243
                                         --------     --------
Partners' equity (deficit):                             
 General partners                           1,981        1,991
 Initial limited partner                     (273)        (272)
 Limited partners                             246          276
                                         --------     --------        

    Total partners' equity                  1,954        1,995
                                         --------     --------  

Contingency (note 5)                                    
                                                        
                                         $  2,044        2,238
                                         ========     ========

</TABLE>
See accompanying notes to financial statements.

                              I-1

<PAGE>

                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)
                                
                    Statements of Operations
                           (unaudited)

<TABLE>
<CAPTION>
                                

                                        Three months        Six months
                                           ended              ended
                                          June 30,           June 30,
                                      -----------------  ----------------

                                       1997       1996     1997     1996
                                      -------   -------  -------  -------

                                              amounts in thousands,
                                               except unit amounts
<S>                                   <C>       <C>      <C>      <C>
General and administrative expenses                                
  (note 5)                            $   (36)     (153)     (67)    (271)
                                                                   
Interest income                            13        72       26      115
                                      -------   -------  -------  -------

     Net loss                         $   (23)      (81)     (41)    (156)
                                      =======   =======  =======  =======  

Loss per limited partnership unit                                  
   (note 2)                           $  (.55)    (1.92)    (.97)   (3.70)
                                      =======   =======  =======  ======= 

Limited partnership units outstanding  30,772    30,772   30,772   30,772
                                      =======   =======  =======  =======

</TABLE>

See accompanying notes to financial statements.

                                    I-2

<PAGE>

                                
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)
                                
                  Statement of Partners' Equity
                                
                 Six months ended June 30, 1997
                           (unaudited)
<TABLE>
<CAPTION>


                                       Initial             
                             General   limited   Limited   
                             partners  partner   partners   Total
                             --------  -------   --------  -------

                                     amounts in thousands
<S>                          <C>       <C>       <C>       <C>
                                                          
Balance at January 1, 1997   $  1,991     (272)       276    1,995
                                                           
 Net loss                         (10)      (1)       (30)     (41)
                             --------  -------   --------  -------  

Balance at June 30, 1997     $  1,981     (273)       246    1,954
                             ========  =======   ========  =======   

</TABLE>

See accompanying notes to financial statements.

                                I-3

<PAGE>

                                
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)
                                
                    Statements of Cash Flows
                           (unaudited)


<TABLE>
<CAPTION>
                                                         Six  months ended
                                                              June 30,
                                                       ---------------------

                                                         1997         1996
                                                       -------      ------- 
                                                        amounts in thousands
                                                            (see note 3)
<S>                                                    <C>          <C>
Cash flows from operating activities:                                     
   Net loss                                            $   (41)        (156)
   Adjustments to reconcile net loss to 
     net cash provided by (used in) 
     operating activities:
       Change  in accounts payable, 
         accrued expenses and  amounts              
         due to related parties                           (153)         417
                                                       -------      -------
                    
           Net cash provided by (used in) 
             operating activities                         (194)         261
                                                       -------      -------

                                                                           
Cash flows from investing activities -                                     
   Distribution to minority owner of Redlands               --         (210)
                                                       -------      -------

                                                                           
Cash flows from financing activities                        --           --
                                                       -------      -------

                                                                           
          Net increase (decrease) in cash and
            cash equivalents                              (194)          51
                                                                           
          Cash and cash equivalents:                                    
              Beginning of period                        2,238        3,045
                                                       -------      -------

                                                                          
              End of period                            $ 2,044        3,096
                                                       =======      =======
                                                                          
</TABLE>

See accompanying notes to financial statements.

                                 I-4

<PAGE>

                                
                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)

                  Notes to Financial Statements

                          June 30, 1997
                           (unaudited)


(1)  Basis of Financial Statement Preparation
     ----------------------------------------
     The  accompanying unaudited financial statements include the
     accounts  of American Cable TV Investors 2 ("ACT 2"  or  the
     "Partnership").  Through December 31, 1995, ACT 2 had a  65%
     ownership  interest in Redlands, a joint venture  which  was
     formed  to  acquire,  develop and operate  cable  television
     systems in and around Redlands, California.  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  revenues
     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 June 30,  1997  and  the
     results of its operations for the six months ended June  30,
     1997  and  1996.  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,  1996  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  six
     months  ended  June  30, 1997 and 1996 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 June 30,  1997,
     $2,029,000 of money market funds were 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  $18,000  for both the six month periods ended  June  30,
     1997 and 1996.

     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, California 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.

                                                      (continued)
                              I-6

<PAGE>

                  AMERICAN CABLE TV INVESTORS 2
                     (A Limited Partnership)
                                
                  Notes to Financial Statements


     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.   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.  On January 7, 1997, the District Court issued
     an  order consolidating this case with a similar case  filed
     against  the  managing  general  partner  of  ACT   3   (the
     "Consolidated Cases").  The Consolidated Cases have been set
     for a four week jury trial beginning September 29, 1997.

     Section  21 of 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  June  30,  1997,  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  $1.9 million.  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  six  months ended June 30, 1997 and 1996,  which  total
     $15,000  and  $236,000, respectively, has been  included  in
     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 three and six month periods  ended
June  30, 1997 and 1996 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.  Interest income for the three and  six  month
periods  ended June 30, 1997, has been decreased by  $13,000  and
$28,000,  respectively,  to  reverse  to  overaccural of interest 
income in prior periods.

       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
          June 30, 1997
          - 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:  August 13, 1997         By:   /s/ Gary K. Bracken
                                     ---------------------------------
                                     Gary K. Bracken
                                     Vice President and Controller
                                     (Principal Accounting Officer)


                               II-2