<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

(  ) 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. 2-90004


                          AMERICAN CABLE TV INVESTORS 3
            ------------------------------------------------------    
            (Exact name of Registrant as specified in its charter)


       State of California                         84-0939576
-------------------------------                 ---------------- 
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 3
                     (A Limited Partnership)

                         Balance Sheets
                           (unaudited)
                                
                                

                                
<TABLE>
<CAPTION>
                                
                                     September 30, December 31,
                                         1996         1995
                                     ------------  ------------

Assets                                   amounts in thousands
                                                    
<S>                                     <C>            <C>
Cash and cash equivalents               $ 4,924        5,057
                                                    
Receivables                                  10           39
                                                    
Investment in American Cable TV of                   
 Redlands Joint Venture                            
 ("Redlands")(note 1)                        --          204
                                        -------      -------      

                                        $ 4,934        5,300
                                        =======      =======                   

                                                    
Liabilities and Partners' Equity                    
                                                    
Accounts payable and accrued expenses        68          118
                                                    
Amounts due to related parties                         
 (note 4)                                    47          278
                                        -------      -------            

   Total liabilities                        115          396
                                        -------      -------
                                                    
Partners' equity (deficit):                         
 General partners                       (2,131)       (2,110)
 Limited partners                         6,950        7,014
                                        -------      -------                   

   Total partners' equity                 4,819        4,904
                                        -------      -------                    
Commitments and contingencies          
 (notes 4 and 5)                        $ 4,934        5,300
                                        =======      =======
                                                    
</TABLE>
                                                    


See accompanying notes to financial statements.

                               I-1

<PAGE>
<TABLE>
                  AMERICAN CABLE TV INVESTORS 3
                     (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)    (253)       (377)    (299)
                                                               
Interest income                     58       74         260      254
                                 
Other income                        32       --          32       --
                                 
                                                               
Share of earnings of Redlands       --        2          --       13
                                 -----    -----       -----    -----
                                                               
    Net loss                     $  (8)    (177)        (85)     (32)
                                 =====    =====       =====    =====
                                                               
Loss per limited partnership    
 unit (note 2)                  $(0.09)   (1.90)      (0.91)   (0.34)
                                ======    =====      ======   ======            
Limited partnership units                            
 outstanding                    70,005   70,005      70,005   70,005
                                ======   ======      ======   ======           

</TABLE>
See accompanying notes to financial statements.


                               I-2
<PAGE>
<TABLE>
                  AMERICAN CABLE TV INVESTORS 3
                     (A Limited Partnership)
                                
                  Statement of Partners' Equity
                                
              Nine months ended September 30, 1996
                           (unaudited)

<CAPTION>
                                      General   Limited     
                                     partners  partners   Total
                                        amounts in thousands
                                                         
<S>                                  <C>        <C>       <C>
Balance at January 1, 1996           $(2,110)   7,014     4,904
                                                         
 Net loss                                (21)     (64)      (85)
                                     -------   ------    ------
                                                         
Balance at September 30, 1996        $(2,131)   6,950     4,819
                                     =======   ======    ======                
</TABLE>


See accompanying notes to financial statements.

                               I-3

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


<CAPTION>
                                              Nine months ended
                                                September 30,
                                             ------------------- 
                                              1996        1995
                                             ------      ------ 
                                            amounts in thousands
                                                (see note 3)
                                                       
Cash flows from operating activities:                  
 <S>                                         <C>         <C>
 Net loss                                    $ (85)      (32)
  Adjustments to reconcile net loss                      
   to net cash used in operating activities:
    Share of earnings of Redlands                --      (13)
    Change in receivables                        29        19
     Change in accounts payable, accrued            
      expenses and amounts due to related     
      parties                                  (287)     (459)
                                             ------    ------

       Net cash used in operating activities   (343)     (485)
                                             ------    ------
          
Cash flows from investing activities -                 
 Distribution from Redlands                     210        --
                                             ------    ------
                                             
Cash flows from financing activities             --        --
                                             ------    ------
                   
        Net decrease in cash                                   
         and cash equivalents                  (133)     (485)
                                                       
       Cash and cash equivalents:                      
        Beginning of period                   5,057     5,692
                                             ------    ------
       
        End of period                        $4,924     5,207
                                             ======    ======                  

</TABLE>
See accompanying notes to financial statements.

                               I-4
<PAGE>
                  AMERICAN CABLE TV INVESTORS 3
                     (A Limited Partnership)

                  Notes to Financial Statements

                       September 30, 1996
                           (unaudited)


(1)  Basis of Financial Statement Preparation
     ----------------------------------------   
     American Cable TV Investors 3 (the "Partnership" or "ACT 3")
     and  American Cable TV Investors 2 ("ACT 2") owned  35%  and
     65%,  respectively, of Redlands, a joint venture  which  was
     formed  in  1984  to  acquire,  develop  and  operate  cable
     television  systems in and around Redlands, California.   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 the Partnership.

     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 the Partnership's limited partnership agreement,
     net earnings and net losses of the Partnership are allocated
     1%  to  the general partners and 99% 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
     and 75% to the limited partners.

     Net  loss  per  limited partnership unit  is  calculated  by
     dividing  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 net  losses  for  the  nine
     months ended September 30, 1996 and 1995 have been allocated
     using the post-Payback percentages set forth above.

                                                      (continued)
                                                                 
                               I-5
<PAGE>
                  AMERICAN CABLE TV INVESTORS 3
                     (A Limited Partnership)
                                
                  Notes to Financial Statements


(3)  Supplemental Disclosure of Cash Flow Information
     ------------------------------------------------
     The   Partnership   considers   investments   with   initial
     maturities of six months or less to be cash equivalents.  At
     September  30,  1996,  $4,924,000 of  commercial  paper  was
     included  in cash and cash equivalents.  The Partnership  is
     exposed  to  credit loss in the event of non-performance  by
     the  other parties to such financial instruments.   However,
     the  Partnership does not anticipate non-performance by  the
     other parties.

(4)  Transactions with Related Parties
     ---------------------------------
     The  Partnership reimburses Cablevision for  direct  out-of-
     pocket  and  indirect expenses allocable to the  Partnership
     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  of  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 the Partnership
     filed  suit in United States District Court for the District
     of  Colorado  (the  "District Court") against  the  managing
     general  partner of ACT 3. A similar suit was filed  against
     the  managing  general partner of ACT  2.  The  lawsuit,  as
     amended,  also names certain affiliates of the Partnership's
     managing general partner as defendants.  The lawsuit alleges
     that  the defendants violated disclosure requirements  under
     the  Securities  Exchange  Act  of  1934  and  that  certain
     defendants  breached a fiduciary duty to  the  plaintiff  in
     connection  with  the sale of the Redlands cable  television
     system.  The defendants believe that the claims asserted are
     without  merit and intend to vigorously defend 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 3 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 3
                     (A Limited Partnership)
                                
                  Notes to Financial Statements

     Section  21  of  ACT 3'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 3, provided that the General Partners determine, in good
     faith, that such course of conduct was in the best interests
     of  ACT  3  and did not constitute proven fraud, negligence,
     breach of fiduciary duty or misconduct.

     Through  September 30, 1996, ACT 3 and ACT 2  have  received
     requests  from  the General Partners and certain  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 3 and ACT 2.
     ACT  3'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 the Partnership and ACT 2 as they are incurred and
     approved.

     The   litigation  will  have  the  effect  of  delaying  the
     Partnership'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 3
                     (A Limited Partnership)


Management's Discussion and Analysis of
---------------------------------------
  Financial Condition and Results of Operations
  ---------------------------------------------

          Material Changes in Results of Operations
          -----------------------------------------

     The Partnership 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 its invested cash  and  cash
equivalents.   In  addition,  the  Partnership  recognized  other
income  in  1996  as  a result of changes in  amounts  previously
accrued.

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

      The  Partnership anticipates that it will make  liquidating
distributions  in  connection with its  dissolution  as  soon  as
possible  following the final determination and  satisfaction  of
its liabilities.  However, the Partnership 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 3
                     (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 3
                                     (A Limited Partnership)
                                    
                                By: IR-TCI PARTNERS III,
                                    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