<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

(  ) 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>
                                
                                
                                
                                            June 30,   December 31,
                                              1997        1996
                                            -------    ------------

Assets                                       amounts in thousands
------                                                       
<S>                                         <C>           <C>
Cash and cash equivalents                   $ 4,839         4,967
                                            =======       ======= 

                                                         
Liabilities and Partners' Equity                         
--------------------------------
                                                         
Accounts payable and accrued expenses       $    52            67
                                                         
Amounts due to related parties (note 4)          65           205
                                            -------       -------   

     Total liabilities                          117           272
                                            -------       -------     

Partners' equity (deficit):                              
 General partners                            (2,155)       (2,162)
 Limited partners                             6,877         6,857
                                            -------       -------        

     Total partners' equity                   4,722         4,695
                                            -------       -------
                                                         
Contingency (note 5)                                     
                                            $ 4,839         4,967
                                            =======       =======
                                                         
</TABLE>
                                                        


See accompanying notes to financial statements.

                                  I-1

<PAGE>

                  AMERICAN CABLE TV INVESTORS 3
                     (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)                              $   (30)     (155)      (67)     (279)
                                                                      
Interest income                             20       133        94       202
                                       -------   -------   -------   -------

                                                                      
     Net earnings (loss)               $   (10)      (22)       27       (77)
                                       =======   =======   =======   =======

                                                                      
Earnings (loss) per limited 
  partnership unit (note 2)            $  (.11)     (.24)      .29      (.82)
                                       =======   =======   =======   =======

                                                                      
Limited partnership units 
  outstanding                           70,005    70,005    70,005    70,005
                                       =======   =======   =======   =======

</TABLE>
                                                                     


See accompanying notes to financial statements.

                                  I-2

<PAGE>


                  AMERICAN CABLE TV INVESTORS 3
                     (A Limited Partnership)
                                
                  Statement of Partners' Equity
                                
                 Six months ended June 30, 1997
                           (unaudited)


<TABLE>
<CAPTION>

                                       General    Limited      
                                      partners   partners    Total
                                      --------   --------   -------

                                          amounts in thousands
<S>                                   <C>        <C>        <C>
Balance at January 1, 1997            $ (2,162)     6,857    4,695
                                                            
 Net earnings                                7         20       27
                                      --------   --------   ------

Balance at June 30, 1997              $ (2,155)     6,877    4,722
                                      ========   ========   ======

                                                            
</TABLE>


See accompanying notes to financial statements.

                                 I-3

<PAGE>

                  AMERICAN CABLE TV INVESTORS 3
                     (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 earnings (loss)                                $     27          (77)
    Adjustments to reconcile net earnings
      (loss) to net cash used in operating 
      activities:
        Change in receivables                                --           29
        Change in accounts payable, accrued 
          expenses and amounts due to related
          parties                                          (155)         (25)
                                                       --------     --------
                                                                     
        Net cash used in operating activities              (128)         (73)
                                                       --------     --------

                                                                     
Cash flows from investing activities -                               
   Distribution from Redlands                                --          210
                                                       --------     --------

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

                                                                     
        Net increase (decrease) in cash and                         
          cash equivalents                                 (128)         137
                                                                         
        Cash and cash equivalents:                                  
          Beginning of period                             4,967        5,057
                                                       --------     --------

                                                                         
          End of period                                $  4,839        5,194
                                                       ========     ========

</TABLE>
                                                                         


See accompanying notes to financial statements.

                                 I-4

<PAGE>

                  AMERICAN CABLE TV INVESTORS 3
                     (A Limited Partnership)

                  Notes to Financial Statements

                          June 30, 1997
                           (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  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 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   earnings  (loss)  per  limited  partnership  unit   is
     calculated  by dividing net earnings (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 earnings (losses) for the six months ended June 30, 1997
     and   1996   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
     June  30,  1997,  $4,839,000  of  money  market  funds  were
     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 $18,000 for both of 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 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, California  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.   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   2   (the
     "Consolidated Cases").  The Consolidated Cases have been set
     for a four week jury trial beginning September 29, 1997.


                                                      (continued)
                              I-6

<PAGE>

                  AMERICAN CABLE TV INVESTORS 3
                     (A Limited Partnership)
                                
                  Notes to Financial Statements


     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  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  June  30,  1997,  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  $1.9
     million.  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  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 3 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 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  $44,000  and  $34,000, respectively, to 
reverse the overaccrual of interest income in prior periods.

      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
          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 3
                                         (A Limited Partnership)
                                      
                                 By:  IR-TCI PARTNERS III,
                                      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