CABLE TV FUND 11-D LTD, 10-K405, 1995-03-21

CABLE TV FUND 11-D LTD
10-K405, 1995-03-21
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1
FORM 10-K 405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________ to ____________

Commission file number: 0-13171

CABLE TV FUND 11-D, LTD.
------------------------
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
Colorado 84-0917842
-------- ----------
(State of Organization) (IRS Employer Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's telephone no. including area code)
</TABLE>

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests

Indicate by check mark whether the registrants, (1) have 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 (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject
to such filing requirements for the past 90 days:

Yes x No
----- -----

Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. x
-----

DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE> 2
PART I.

ITEM 1. BUSINESS

THE PARTNERSHIP. Cable TV Fund 11-D, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public
offering of limited partnership interests in the Cable TV Fund 11 Limited
Partnership Program (the "Program"), which was sponsored by Jones
Intercable, Inc. (the "General Partner"). Cable TV Fund 11-A, Ltd. ("Fund
11-A"), Cable TV Fund 11-B, Ltd. ("Fund 11-B") and Cable TV Fund 11-C, Ltd.
("Fund 11-C") are the other partnerships that were formed pursuant to the
Program. The Partnership, Fund 11-A, Fund 11-B and Fund 11-C formed a
general partnership known as Cable TV Joint Fund 11 (the "Venture") in
which the Partnership owns a 47 percent interest, Fund 11-A owns an 18
percent interest, Fund 11-B owns an 8 percent interest and Fund 11-C owns a
27 percent interest. The Partnership and the Venture were formed for the
purpose of acquiring and operating cable television systems.

The Partnership does not directly own any cable television systems. The
Venture operates a cable television system in Manitowoc, Wisconsin (the
"Manitowoc System").

On June 29, 1990, the Venture sold its Wisconsin cable television
systems, except for the Manitowoc System. The Manitowoc System was not
sold because the City of Manitowoc (the "City") did not consent to the
transfer of the franchise. The City of Manitowoc franchise contained a
provision that the City claimed allowed the City to acquire the Manitowoc
System upon expiration of the franchise in 1995. On April 9, 1991, the
Venture took legal action, seeking a declaration as to whether the buyout
right was enforceable under Federal law. In February 1993, the court ruled
in favor of the Venture and found that the buyout right would not be
triggered upon the expiration of the franchise, assuming the franchise is
renewed. The court did not determine the question of whether the buyout
right was enforceable per se under Federal law. The City appealed the
decision. In October 1993, the City and the Venture settled the legal
action, and the appeal has been dismissed. In the settlement, the City
conceded that its buyout right was not applicable in the event the
franchise is renewed, and represented to the Venture that it knew of no
reason for non-renewal of the franchise. The City also agreed that the
term of the renewal franchise would be 12 years and that the applicable
franchise fee would be 5 percent. The Venture paid the City $1,850,000,
which will be returned to the Venture, with interest, in the event that the
City does not renew the franchise. The franchise renewal process has
begun, and the General Partner expects that it will be completed in 1995.

CABLE TELEVISION SERVICES. The Manitowoc System offers to its subscribers
various types of programming, which include basic service, tier service,
premium service, pay-per-view programs and packages including several of these
services at combined rates.

Basic cable television service usually consists of signals of all four
national television networks, various independent and educational
television stations (both VHF and UHF) and certain signals received from
satellites. Basic service also usually includes programs originated
locally by the system, which may consist of music, news, weather reports,
stock market and financial information and live or videotaped programs of a
public service or entertainment nature. FM radio signals are also
frequently distributed to subscribers as part of the basic service.

The Manitowoc System offers tier services on an optional basis to its
subscribers. A tier generally includes most of the cable networks such as
Entertainment and Sports Programming Network (ESPN), Cable News Network
(CNN), Turner Network Television (TNT), Family Channel, Discovery and
others, and the cable television operators buy tier programming from these
networks. The Manitowoc System also offers a package that includes the
basic service channels and the tier services.

The Manitowoc System also offers premium services to its subscribers, which
consist of feature films, sporting events and other special features that are
presented without commercial interruption. The cable television operators buy
premium programming from suppliers such as HBO, Showtime, Cinemax or others at
a cost based on the number of subscribers the cable operator serves. Premium
service programming usually is significantly

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<PAGE> 3
more expensive than the basic service or tier service programming, and
consequently cable operators price premium service separately when sold to
subscribers.

The Manitowoc System also offers to subscribers pay-per-view
programming. Pay-per-view is a service that allows subscribers to receive
single programs, frequently consisting of motion pictures that have
recently completed their theatrical exhibitions and major sporting events,
and to pay for such service on a program-by-program basis.

REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Manitowoc System. In
addition, advertising sales are becoming a significant source of revenues
for the Manitowoc System. As a result of the adoption by the FCC of new
rules under the Cable Television Consumer Protection and Competition Act of
1992 (the "1992 Cable Act"), and several rate regulation orders, the rate
structures for cable programming services and equipment have been revised.
See Regulation and Legislation. At December 31, 1994, the Manitowoc
System's monthly basic service rate was $10.78, the monthly basic and tier
("basic plus") service rate was $19.86 and the monthly premium services
ranged from $6.28 to $9.95 per premium service. Charges for additional
outlets have been eliminated, and charges for remote controls and
converters have been "unbundled" from the programming service rates. In
addition, the Venture earns revenues from the pay-per-view programs and
advertising fees. Related charges may include a nonrecurring installation
fee that ranges from $6.10 to $35.00; however, from time to time the
Manitowoc System has followed the common industry practice of reducing or
waiving the installation fee during promotional periods. Commercial
subscribers such as hotels, motels and hospitals are charged a nonrecurring
connection fee that usually covers the cost of installation. Except under
the terms of certain contracts with commercial subscribers and residential
apartment and condominium complexes, the subscribers are free to
discontinue the service at any time without penalty. For the year ended
December 31, 1994, of the total fees received by the Manitowoc System,
basic service and tier service fees accounted for approximately 73% of
total revenues, premium service fees accounted for approximately 16% of
total revenues, pay-per-view fees were approximately 1% of total revenues,
advertising fees were approximately 4% of total revenues and the remaining
6% of total revenues came principally from equipment rentals, installation
fees and program guide sales. The Venture is dependent upon the timely
receipt of service fees to provide for maintenance and replacement of plant
and equipment, current operating expenses and other costs of the Manitowoc
System.

The Venture's business consists of providing cable television services
to a large number of customers, the loss of any one of which would have no
material effect on the Venture's business. The Manitowoc System has had
some subscribers who later terminated the service. Terminations occur
primarily because people move to another home or to another city. In other
cases, people terminate on a seasonal basis or because they no longer can
afford or are dissatisfied with the service. The amount of past due
accounts in the Manitowoc System is not significant. The General Partner's
policy with regard to past due accounts is basically one of disconnecting
service before a past due account becomes material.

The Venture does not depend to any material extent on the availability
of raw materials; it carries no significant amounts of inventory and it has
no material backlog of customer orders. Neither the Venture nor the
Partnership has any employees because all properties are managed by
employees of the General Partner. The General Partner has engaged in
research and development activities relating to the provision of new
services but the amount of the Venture's funds expended for such research
and development has never been material.

Compliance with Federal, state and local provisions that have been
enacted or adopted regulating the discharge of materials into the
environment or otherwise relating to the protection of the environment has
had no material effect upon the capital expenditures, earnings or
competitive position of the Venture.

COMPETITION FOR SUBSCRIBERS IN THE MANITOWOC SYSTEM. There are two MMDS
operators in the Manitowoc System that have begun operation in the
Manitowoc System's service area and provide minimal competition, and there
are four TVRO dealers that provide minimal competition.

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<PAGE> 4
REGULATION AND LEGISLATION. The cable television industry is regulated
through a combination of the Federal Communications Commission ("FCC"),
some state governments, and most local governments. In addition, the
Copyright Act of 1976 imposes copyright liability on all cable television
systems. Cable television operations are subject to local regulation
insofar as systems operate under franchises granted by local authorities.

Cable Television Consumer Protection and Competition Act of 1992. On
October 5, 1992, Congress enacted the Cable Television Consumer Protection
and Competition Act of 1992 (the "1992 Cable Act"), which became effective
on December 4, 1992. This legislation has caused significant changes to
the regulatory environment in which the cable television industry operates.
The 1992 Cable Act generally allows for a greater degree of regulation of
the cable television industry. Under the 1992 Cable Act's definition of
effective competition, nearly all cable television systems in the United
States, including those owned and managed by the General Partner, are
subject to rate regulation of basic cable services. In addition, the 1992
Cable Act allows the FCC to regulate rates for non-basic service tiers
other than premium services in response to complaints filed by franchising
authorities and/or cable subscribers. In April 1993, the FCC adopted
regulations governing rates for basic and non-basic services. The FCC's
rules became effective on September 1, 1993.

In compliance with these rules, the General Partner reduced rates
charged for certain regulated services effective September 1, 1993. These
reductions resulted in some decrease in revenues and operating income
before depreciation and amortization; however, the decrease was not as
severe as originally anticipated. The General Partner has undertaken
actions to mitigate a portion of these reductions primarily through (a) new
service offerings in some systems, (b) product re-marketing and re-
packaging and (c) marketing efforts directed at non-subscribers.

On February 22, 1994, however, the FCC adopted several additional rate
orders including an order which revised its earlier-announced regulatory
scheme with respect to rates. The FCC's new regulations generally require
rate reductions, absent a successful cost-of-service showing, of 17% of
September 30, 1992 rates, adjusted for inflation, channel modifications,
equipment costs, and increases in programming costs. However, the FCC held
rate reductions in abeyance in certain systems. The new regulations became
effective on May 15, 1994, but operators could elect to defer rate
reductions to July 14, 1994, so long as they made no changes in their rates
and did not restructure service offerings between May 15 and July 14.

On February 22, 1994, the FCC also adopted interim cost-of-service
regulations. Rate reductions will not be required where it is successfully
demonstrated that rates for basic and other regulated programming services
are justified and reasonable using cost-of-service standards. The FCC
established an interim industry-wide 11.25% permitted rate of return, and
requested comments on whether this standard and other interim
cost-of-service standards should be made permanent. The FCC also
established a presumption that acquisition costs above a system's book
value should be excluded from the rate base, but the FCC will consider
individual showings to rebut this presumption. The need for special rate
relief will also be considered by the FCC if an operator demonstrates that
the rates set by a cost-of-service proceeding would constitute confiscation
of investment, and that, absent a higher rate, the return necessary to
operate and to attract investment could not be maintained. The FCC will
establish a uniform system of accounts for operators that elect
cost-of-service rate regulation, and the FCC has adopted affiliate
transaction regulations. After a rate has been set pursuant to a
cost-of-service showing, rate increases for regulated services will be
indexed for inflation, and operators will also be permitted to increase
rates in response to increases in costs beyond their control, such as taxes
and increased programming costs.

After analyzing the effects of the two methods of rate regulation, the
Venture complied with the new benchmark regulations and further reduced
rates in its Manitowoc System. The Venture will continue its efforts to
mitigate the effect of such rate reductions.

Among other issues addressed by the FCC in its February rate orders was
the treatment of packages of a la carte channels. The FCC in its rate
regulations adopted April 1, 1993, exempted from rate regulation the price
of packages of a la carte channels upon the fulfillment of certain
conditions. On November 10, 1994, the FCC

4
<PAGE> 5
reversed its policy regarding rate regulation of packages of a la carte
services. A la carte services that are offered in a package will now be
subject to rate regulation by the FCC, although the FCC indicated that it
cannot envision circumstances in which any price for a collective offering
of premium channels that have traditionally been offered on a per-channel
basis would be found to be unreasonable.

On November 10, 1994, the FCC also announced a revision to its
regulations governing the manner in which cable operators may charge
subscribers for new cable programming services. In addition to the present
formula for calculating the permissible rate for new services, the FCC
instituted a three-year flat fee mark-up plan for charges relating to new
channels of cable programming services. Commencing on January 1, 1995,
operators may charge for new channels of cable programming services added
after May 14, 1994 at a rate of up to 20 cents per channel, but may not
make adjustments to monthly rates totaling more than $1.20 plus an
additional 30 cents for programming license fees per subscriber over the
first two years of the three-year period for these new services. Operators
may charge an additional 20 cents in the third year only for channels added
in that year plus the costs for the programming. Operators electing to use
the 20 cent per channel adjustment may not also take a 7.5% mark-up on
programming cost increases, which is permitted under the FCC's current rate
regulations. The FCC has requested further comment as to whether cable
operators should continue to receive the 7.5% mark-up on increases in
license fees on existing programming services.

The FCC also announced that it will permit operators to offer a "new
product tier" ("NPT"). Operators will be able to price this tier as they
elect so long as, among other conditions, other channels that are subject
to rate regulation are priced in conformity with applicable regulations and
operators do not remove programming services from existing tiers and offer
them on the NPT.

There have been several lawsuits filed by cable operators and
programmers in Federal court challenging various aspects of the 1992 Cable
Act, including provisions relating to mandatory broadcast signal carriage,
retransmission consent, access to cable programming, rate regulations,
commercial leased channels and public access channels. On April 8, 1993, a
three-judge Federal district court panel issued a decision upholding the
constitutionality of the mandatory signal carriage requirements of the 1992
Cable Act. That decision was appealed directly to the United States
Supreme Court. The United States Supreme Court vacated the lower court
decision on June 27, 1994 and remanded the case to the district court for
further development of a factual record. The Supreme Court's majority
determined that the must-carry rules were content neutral, but that it was
not yet proven that the rules were needed to preserve the economic health
of the broadcasting industry. In the interim, the must-carry rules will
remain in place during the pendency of the proceedings in district court.
In 1993, a Federal district court for the District of Columbia upheld
provisions of the 1992 Cable Act concerning rate regulation, retransmission
consent, restrictions on vertically integrated cable television operators
and programmers, mandatory carriage of programming on commercial leased
channels and public, educational and governmental access channels and the
exemption for municipalities from civil damage liability arising out of
local regulation of cable services. The 1992 Cable Act's provisions
providing for multiple ownership limits for cable operators and advance
notice of free previews for certain programming services have been found
unconstitutional, and these decisions have been appealed. In
November 1993, the United States Court of Appeals for the District of
Columbia held that the FCC's regulations implemented pursuant to Section 10
of the 1992 Cable Act, which permit cable operators to ban indecent
programming on public, educational or governmental access channels or
leased access channels, were unconstitutional, but the court has agreed to
reconsider its decision. All of these decisions construing provisions of
the 1992 Cable Act and the FCC's implementing regulations have been or are
expected to be appealed.

Ownership and Market Structure. The FCC rules and Federal law generally
prohibit the direct or indirect common ownership, operation, control or
interest in a cable television system, on the one hand, and a local
television broadcast station whose television signal reaches any portion of
the community served by the cable television system, on the other hand.
The FCC recently lifted its ban on the cross-ownership of cable television
systems by broadcast networks. The FCC revised its regulations to permit
broadcast networks to acquire cable television systems serving up to 10% of
the homes passed in the nation, and up to 50% of the homes passed in a
local market. Neither the Partnership nor the General Partner has any
direct or indirect ownership, operation,

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<PAGE> 6
control or interest in a television broadcast station, or a telephone
company, and they are thus presently unaffected by the cross-ownership
rules.

The Cable Communications Policy Act of 1984 (the "1984 Cable Act") and
FCC regulations generally prohibit the common operation of a cable
television system and a telephone company within the same service area.
Until recently, a provision of a Federal court antitrust consent decree
also prohibited the regional Bell operating companies ("RBOCs") from
engaging in cable television operations. This prohibition was recently
removed when the court retaining jurisdiction over the consent decree ruled
that the RBOCs could provide information services over their facilities.
This decision permits the RBOCs to acquire or construct cable television
systems outside of their own service areas.

The 1984 Cable Act prohibited local exchange carriers, including the
RBOCs, from providing video programming directly to subscribers within
their local exchange telephone service areas, except in rural areas or by
specific waiver of FCC rules. Several Federal district courts have struck
down the 1984 Cable Act's telco/cross-ownership provision as facially
invalid and inconsistent with the First Amendment. The United States
Courts of Appeals for the Fourth and the Ninth Circuits have upheld the
appeals of two of these district court decisions, and the United States
Justice Department is expected to request the United States Supreme Court
to review these two decisions. This Federal cross-ownership rule is
particularly important to the cable industry since these telephone
companies already own certain facilities needed for cable television
operation, such as poles, ducts and associated rights-of-way.

The FCC amended its rules in 1992 to permit local telephone companies to
offer "video dialtone" service for video programmers, including channel
capacity for the carriage of video programming and certain noncommon
carrier activities such as video processing, billing and collection and
joint marketing arrangements. In its video dialtone order, which was part
of a comprehensive proceeding examining whether and under what
circumstances telephone companies should be allowed to provide cable
television services, including video programming to their customers, the
FCC concluded that neither the 1984 Cable Act nor its rules apply to
prohibit the interexchange carriers (i.e., long distance telephone
companies such as AT&T) from providing such services to their customers.
Additionally, the FCC also concluded that where a local exchange carrier
("LEC") makes its facilities available on a common carrier basis for the
provision of video programming to the public, the 1984 Cable Act does not
require the LEC or its programmer customers to obtain a franchise to
provide such service. This aspect of the FCC's video dialtone order was
upheld on appeal by the United States Court of Appeals for the D.C.
Circuit. The FCC recently issued an order reaffirming its initial
decision, and this order has been appealed. Because cable operators are
required to bear the costs of complying with local franchise requirements,
including the payment of franchise fees, the FCC's decision could place
cable operators at a competitive disadvantage vis-a-vis services offered on
a common carrier basis over local telephone company provided facilities.
In its Reconsideration Order, the FCC, among other actions, refused to
require telephone companies to justify cost allocations prior to the
construction of video dialtone facilities, and indicated that it would
provide guidance on costs that must be included in proposed video dialtone
tariffs. The FCC also established dual Federal/state jurisdiction over
video dialtone services based on the origination point of the video
dialtone programming service. In a separate proceeding, the FCC has
proposed to increase the numerical limit on the population of areas
qualifying as "rural" and in which LECs can provide cable service without a
FCC waiver.

On January 12, 1995, the FCC adopted a Fourth Further Notice of Proposed
Rulemaking in its video dialtone docket. The FCC tentatively concluded
that it should not ban telephone companies from providing their own video
programming over their video dialtone platforms in those areas in which the
cable/telephone cross-ownership rules have been found unconstitutional.
The FCC requested comments on this issue and on further refinements of its
video dialtone regulatory framework concerning, among other issues,
telephone programmer affiliation standards, the establishment of structural
safeguards to prevent cross-subsidization of video dialtone and programming
activities, and the continuation of the FCC's ban prohibiting telephone
companies from acquiring cable systems within their telephone service areas
for the provision of video dialtone services. The FCC will also consider
whether a LEC offering video dialtone service must secure a local franchise
if that LEC also engages in the provision of video programming carried on
its video dialtone platform. The FCC has also proposed to broadly
interpret its authority to waive the cable/telephone cross-ownership ban
upon a showing by

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telephone companies that they comply with the safeguards which the FCC
establishes as a condition of providing video programming.

A number of bills that would have permitted telephone companies to
provide cable television service within their own service areas were
considered during the last Congress, but none were adopted. These bills
would have permitted the provision of cable television service by telephone
companies in their own service areas conditioned on the establishment of
safeguards to prevent cross-subsidization between telephone and cable
television operations and the provision of telecommunication services by
cable television systems. Similar legislation is expected to be considered
by Congress during its current session. The outcome of these FCC,
legislative or court proceedings and proposals or the effect of such
outcome on cable system operations cannot be predicted.

ITEM 2. PROPERTIES

The Manitowoc System was acquired by the Venture in April 1984. The
following sets forth (i) the monthly basic plus service rates charged to
subscribers, (ii) the number of basic subscribers and pay units and (iii)
the range of franchise expiration dates for the Manitowoc System. The
monthly basic service rates set forth herein represent the basic service
rate charged to the majority of the subscribers within the Manitowoc
System. While the charge for basic plus service may have increased in 1993
in some cases as a result of the FCC's rate regulations, overall revenues
to the Venture may have decreased due to the elimination of charges for
additional outlets and certain equipment. In cable television systems,
basic subscribers can subscribe to more than one pay TV service. Thus, the
total number of pay services subscribed to by basic subscribers are called
pay units. As of December 31, 1994, the Manitowoc System operated
approximately 200 miles of cable plant, passing approximately 15,000 homes,
representing an approximate 67% penetration rate. Figures for numbers of
subscribers, miles of cable plant and homes passed are compiled from the
General Partner's records and may be subject to adjustments.

<TABLE>
<CAPTION>
At December 31,
-------------------------------
Manitowoc System 1994 1993 1992
---------------- ------ ------ ------
<S> <C> <C> <C>
Monthly basic plus service rate $19.86 $21.95 $21.95
Basic subscribers 10,834 9,768 9,417
Pay units 7,091 5,296 4,313
</TABLE>

The franchise expiration date is November 1995. The franchise renewal
process has begun, and the General Partner expects that it will be
completed in 1995.

Programming Services

Programming services provided by the Manitowoc System include local
affiliates of the national broadcast networks, local independent broadcast
channels, the traditional satellite services (e.g., American Movie
Classics, Arts & Entertainment, Black Entertainment Network, C-SPAN, The
Discovery Channel, Lifetime, Entertainment Sports Network, Home Shopping
Network, Mind Extension University, Music Television, Nickelodeon, Turner
Network Television, The Nashville Network, Video Hits One, and
superstations WOR, WGN and TBS. The Manitowoc System also provides a
selection of premium channel programming (e.g., Cinemax, Encore, Home Box
Office, Showtime and The Movie Channel).

ITEM 3. LEGAL PROCEEDINGS

None.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS

While the Partnership is publicly held, there is no public market for
the limited partnership interests, and it is not expected that a market
will develop in the future. As of February 15, 1995, the approximate
number of equity security holders in the Partnership was 4,003.

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Item 6. Selected Financial Data

<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------------------------------------
Cable TV Fund 11-D* 1994 1993 1992 1991 1990
- ------------------ ------------ ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
Net Income 174,985 115,601 152,648 214,713 52,636,517
per Limited
Partnership Unit 3.46 2.29 3.02 4.25 893.20
Weighted average
number of Limited
Partnership units
outstanding 50,000 50,000 50,000 50,000 50,000
General Partner's
Deficit (176,910) (178,660) (179,816) (181,342) (183,489)

Limited Partners'
Capital 2,676,135 2,502,900 2,388,455 2,237,333 2,024,767
Total Assets 2,499,225 2,324,240 2,208,639 2,055,991 1,841,278
Debt - - - - -
General Partner
Advances - - - - -
</TABLE>

* Activity in Cable TV Fund 11-D is limited to its approximate 47
percent equity interest in Joint Fund 11. See selected financial data for
Joint Fund 11.

<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------------------------------
Cable TV Joint Fund 11 1994 1993 1992 1991 1990
- ---------------------- ---------- ---------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Revenues $3,296,103 $3,292,675 $3,244,023 $ 3,019,516 $ 18,199,911
Depreciation and
Amortization 522,593 517,441 499,110 481,071 5,264,737
Operating Income 309,189 416,589 426,058 333,948 1,616,728
Net Income 373,181 246,536 325,547 457,909 112,255,314(a)
Partners' Capital 6,597,845 6,224,664 5,978,128 5,652,581 5,194,672
Total Assets 7,099,110 6,610,142 6,723,916 6,137,193 6,032,609
Debt 26,385 20,129 29,188 28,738 15,994
Advances from
Jones Intercable, Inc. 72,764 32,825 52,745 227,810 438,353
</TABLE>

(a) The sale of Joint Fund 11's Wisconsin systems, except the City of
Manitowoc area, in June 1990 resulted in a gain of $112,939,662.

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Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

CABLE TV FUND 11-D

Results of Operations

Substantially all of the Partnership's operations are generated
through its 47 percent interest in Cable TV Joint Fund 11 ("Joint Fund 11").
Refer to Management's Discussion and Analysis of Financial Condition and
Results of Operations for Joint Fund 11 for details pertaining to its
operations.

Financial Condition

The Partnership's investment in Joint Fund 11, accounted for under the
equity method, has increased by $174,985 from $2,324,240 at December 31, 1993
to $2,499,225 at December 31, 1994. This increase represents the Partnership's
proportionate share of income generated by Joint Fund 11. Refer to
Management's Discussion and Analysis of Financial Condition and Results of
Operations for Joint Fund 11 for details pertaining to its financial condition.

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<PAGE> 11
CABLE TV JOINT FUND 11

Results of Operations

1994 compared to 1993

Revenues in Joint Fund 11's Manitowoc System increased $3,428 from
$3,292,675 in 1993 to $3,296,103 in 1994. An increase in the subscriber base
primarily accounted for the increase in revenues. Basic subscribers increased
1,066, or approximately 11 percent, from 9,768 at December 31, 1993 to 10,834
at December 31, 1994. Premium service subscriptions increased 1,795, or
approximately 34 percent, from 5,296 at December 31, 1993 to 7,091 at December
31, 1994. The increase in revenues would have been greater but for reductions
in basic rates due to basic rate regulations issued by the FCC in April 1993 and
February 1994. See Item 1. No other individual factor was significant to the
increase in revenues.

Operating, general and administrative expense in the Manitowoc System
increased $79,695, or approximately 4 percent, from $1,947,068 in 1993 to
$2,026,763 in 1994. The increase in expense was due primarily to increases in
programming fees and marketing related costs due to increases in basic
subscribers and premium service subscriptions. These increases were partially
offset by a decrease in copyright fees. No other individual factors
contributed significantly to the increase in expense. Operating, general and
administrative expense represented 59 percent of revenues in 1993 compared to
61 percent of revenues in 1994. Management fees and allocated overhead from
the General Partner increased $25,981, or approximately 6 percent, from
$411,577 in 1993 to $437,558 in 1994. The increase was due to an increase in
allocated expenses from the General Partner. The General Partner has
experienced increases in expenses, including personnel costs and reregulation
costs, a portion of which is allocated to Joint Fund 11.

Depreciation and amortization expense in the Manitowoc System
increased $5,152, or approximately 1 percent, from $517,441 in 1993 to $522,593
in 1994 due to capital additions in 1993 and 1994.

Operating income in the Manitowoc System decreased $107,400, or
approximately 26 percent, from $416,589 in 1993 compared to $309,189 in 1994.
The decrease was due to the increases in operating, general and administrative
expense, allocated overhead from the General Partner and depreciation and
amortization expense exceeding the increase in revenues. Operating income
before depreciation and amortization for the Manitowoc System decreased
$102,248, or approximately 11 percent, from $934,030 in 1993 to $831,782 in
1994. The decrease was due to the increases in operating, general and
administrative expense and allocated overhead from the General Partner
exceeding the increase in revenues. The decrease in operating income before
depreciation and amortization reflects the current operating environment of the
cable television industry. The FCC rate regulations under the 1992 Cable Act
have caused revenues to increase more slowly than otherwise would have been the
case. In turn, this has caused certain expenses which are a function of
revenue, such as franchise fees, copyright fees and management fees to increase
more slowly than otherwise would have been the case. However, other operating
costs such as programming fees, salaries and benefits, and marketing costs as
well as other costs incurred by the General Partner, which are allocated to
Joint Fund 11, continue to increase at historical rates. This situation has
led to reductions in operating income before depreciation and amortization as a
percent of revenue ("Operating Margin"). Such reductions in Operating Margins
may continue in the near term as Joint Fund 11 and the General Partner incur
cost increases due to, among other things, programming fees, reregulation and
competition, that exceed increases in revenue. The General Partner will
attempt to mitigate a portion of these reductions through (a) new service
offerings; (b) product re-marketing and re-packaging and (c) marketing efforts
directed at non-subscribers.

Interest expense for Joint Fund 11 decreased $7,196, or approximately
31 percent, from $22,912 in 1993 to $15,716 in 1994 due to a lower outstanding
balance on interest bearing obligations. Other expense decreased from $248,912
in 1993 to $7,426 in 1994, primarily as a result of Joint Fund 11 incurring
costs associated with the litigation with the City of Manitowoc during 1993.
No such costs were incurred in 1994. Net income for Joint Fund 11 increased
$126,645, or approximately 51 percent, from $246,536 in 1993 to $373,181 in
1994 due primarily to the decrease in litigation costs discussed above.

1993 compared to 1992

Revenues in the Manitowoc System increased $48,652, or approximately 2
percent, from $3,244,023 in 1992 to $3,292,675 in 1993. An increase in basic
subscribers primarily accounted for the increase in revenues. The system added

11
<PAGE> 12
approximately 350 basic subscribers in 1993, an increase of 4 percent. The
increase in revenues would have been greater but for the reduction in basic
rates due to basic rate regulations issued by the FCC in April 1993 with which
Joint Fund 11 complied effective September 1, 1993. No other individual factor
contributed significantly to the increase in revenues.

Operating, general and administrative expense in the Manitowoc System
increased $32,175, or approximately 2 percent, from $1,914,893 in 1992 to
$1,947,068 in 1993. The increase in expense was due primarily to increases in
programming fees and marketing related expense. No other individual factors
contributed significantly to the increase in expense. Operating, general and
administrative expense represented 59 percent of revenues in both 1992 and
1993. Management fees and allocated overhead from Jones Intercable, Inc.
increased $7,615, or approximately 2 percent, from $403,962 in 1992 to $411,577
in 1993. The increase was due to the increase in revenues, upon which such
fees and allocations are based, and increases in allocated expenses from the
General Partner. Depreciation and amortization expense in the Manitowoc System
increased $18,331, or approximately 4 percent, from $499,110 in 1992 to
$517,441 in 1993. This increase was due to capital additions in 1992 and 1993.

Operating income in the Manitowoc System decreased $9,469, or
approximately 2 percent, from $426,058 in 1992 compared to $416,589 in 1993.
The decrease was due to the increases in operating, general and administrative
expense and management fees and allocated overhead from the General Partner and
depreciation and amortization expense exceeding the increase in revenues.
Operating income before depreciation and amortization for the Manitowoc System
increased $8,862, or approximately 1 percent, from $925,168 in 1992 to $934,030
in 1993. The increase was due to the increase in revenues exceeding the
increases in operating, general and administrative expense and management fees
and allocated overhead from the General Partner.

Interest expense for Joint Fund 11 increased from $14,803 in 1992 to
$22,912 in 1993. Other expense, due primarily to costs associated with the
litigation with the City of Manitowoc in 1993, totalled $248,912 compared to
$184,118 in 1992. Net income for Joint Fund 11 decreased $79,011, or
approximately 24 percent, from $325,547 in 1992 to $246,536 in 1993. The
decrease was due primarily to the aforementioned litigation costs.

Financial Condition

On June 29, 1990, Joint Fund 11 completed the sale of all of its
Wisconsin cable television systems, except for the system serving the City of
Manitowoc (the "Manitowoc System"). The Manitowoc System was not sold because
the City of Manitowoc (the "City") did not consent to the transfer of the
franchise. The City of Manitowoc franchise contains a provision that the City
claimed allowed the City to acquire the Manitowoc System upon expiration of the
franchise. On April 9, 1991, Joint Fund 11 took legal action, seeking a
declaration as to whether the buy-out right was enforceable under Federal law.
In October 1993, the City and Joint Fund 11 settled the legal action. In the
settlement, the City conceded that its buy-out right was not applicable in the
event the franchise is renewed, and represented to Joint Fund 11 that it knew
of no reason for non-renewal of the franchise. The City also agreed that the
term of the renewal franchise would be 12 years and that the applicable
franchise fee would be 5 percent. Joint Fund 11 paid the City $1,850,000,
which will be returned, with interest, in the event that the City does not
renew the franchise. If the franchise is renewed, the $1,850,000 will be
amortized over the life of the franchise. The franchise renewal process has
begun and the General Partner expects that it will be completed in 1995.

Joint Fund 11 had no bank debt outstanding at December 31, 1994.

During 1994, Joint Fund 11 expended approximately $380,000 for capital
expenditures in the Manitowoc System. These expenditures were used for various
projects to maintain the value of the system. These expenditures were funded
from cash generated from operations.

Budgeted capital expenditures in 1995 for the Manitowoc System are
approximately $273,000. These expenditures will relate to various enhancements
to maintain the value of the Manitowoc System. It is expected that these
capital expenditures will be funded from cash on hand and cash generated from
operations. Joint Fund 11 has sufficient liquidity and capital resources,
including cash on hand and its ability to generate cash from operations, to
meet its anticipated needs.

12
<PAGE> 13
Regulation and Legislation

On October 5, 1992, Congress enacted the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act"), which became
effective on December 4, 1992. The 1992 Cable Act generally allows for a
greater degree of regulation of the cable television industry. In April 1993,
the FCC adopted regulations governing rates for basic and non-basic services.
These regulations became effective on September 1, 1993. Such regulations
caused reductions in rates for certain regulated services. On February 22,
1994, the FCC adopted several additional rate orders including an order which
revised its earlier-announced regulatory scheme with respect to rates. Joint
Fund 11 complied with the February 1994 benchmark regulations and further
reduced rates in its Manitowoc System effective July 1994. See Item 1 for
further discussion of the provisions of the 1992 Cable Act and the FCC
regulations promulgated thereunder.

13
<PAGE> 14
Item 8. Financial Statements

CABLE TV FUND 11-D AND
CABLE TV JOINT FUND 11

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 1994 AND 1993

INDEX

<TABLE>
<CAPTION>
Page
----------------------------------
11-D Joint Fund 11
---------- -----------------
<S> <C> <C>
Report of Independent Public Accountants 15 22

Balance Sheets 16 23

Statements of Operations 17 25

Statements of Partners' Capital (Deficit) 18 26

Statements of Cash Flows 19 27

Notes to Financial Statements 20 28
</TABLE>

14
<PAGE> 15

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Cable TV Fund 11-D:

We have audited the accompanying balance sheets of CABLE TV FUND 11-D
(a Colorado limited partnership) as of December 31, 1994 and 1993, and the
related statements of operations, partners' capital (deficit) and cash flows
for each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the General Partner's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Fund 11-D
as of December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1994,
in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 8, 1995.

15
<PAGE> 16
CABLE TV FUND 11-D
(A Limited Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------------------------
ASSETS 1994 1993
------ ------------ -----------
<S> <C> <C>
INVESTMENT IN CABLE TELEVISION JOINT VENTURE $ 2,499,225 $ 2,324,240
============ ===========

PARTNERS' CAPITAL (DEFICIT)
---------------------------

PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital $ 1,000 $ 1,000
Distributions (8,005,517) (8,005,517)

Accumulated earnings 7,827,607 7,825,857
------------ -----------

(176,910) (178,660)
------------ ------------

Limited Partners-
Net contributed capital
(50,000 units outstanding at
December 31, 1994 and 1993) 21,598,038 21,598,038
Distributions (49,016,548) (49,016,548)

Accumulated earnings 30,094,645 29,921,410
------------ -----------

2,676,135 2,502,900
------------ -----------

Total partners' capital (deficit) $ 2,499,225 $ 2,324,240
============ ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

16
<PAGE> 17
CABLE TV FUND 11-D
(A Limited Partnership)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1994 1993 1992
--------- ---------- ----------
<S> <C> <C> <C>
EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE $ 174,985 $ 115,601 $ 152,648
--------- ---------- ----------

NET INCOME $ 174,985 $ 115,601 $ 152,648
========= ========== ==========

ALLOCATION OF NET INCOME:
General Partner $ 1,750 $ 1,156 $ 1,526
========= ========== ==========

Limited Partners $ 173,235 $ 114,445 $ 151,122
========= ========== ==========

NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 3.46 $ 2.29 $ 3.02
========= ========== ==========

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 50,000 50,000 50,000
========= ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

17
<PAGE> 18
CABLE TV FUND 11-D
(A Limited Partnership)

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of period $ (178,660) $ (179,816) $ (181,342)
Net income for period 1,750 1,156 1,526
------------ ------------ ------------

Balance, end of period $ (176,910) $ (178,660) $ (179,816)
============ ============ ============

LIMITED PARTNERS:
Balance, beginning of period $ 2,502,900 $ 2,388,455 $ 2,237,333
Net income for period 173,235 114,445 151,122
----------- ---------- ----------

Balance, end of period $ 2,676,135 $ 2,502,900 $ 2,388,455
=========== =========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

18
<PAGE> 19
CABLE TV FUND 11-D
(A Limited Partnership)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1994 1993 1992
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 174,985 $ 115,601 $ 152,648
Adjustments to reconcile net income
to net cash provided by operating
activities:
Equity in net income of cable
television joint venture (174,985) (115,601) (152,648)
--------- --------- ---------

Net cash provided by operating activities - - -
--------- --------- ---------

Increase in cash - - -

Cash, beginning of period - - -
--------- --------- ---------

Cash, end of period $ - $ - $ -
========= ========= =========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

19
<PAGE> 20
CABLE TV FUND 11-D
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business

Cable TV Fund 11-D, Ltd. ("the Partnership"), a Colorado limited
partnership, was formed on January 24, 1984, under a public program sponsored
by Jones Intercable, Inc. The Partnership was formed to acquire, construct,
develop and operate cable television systems. Jones Intercable, Inc. is the
"General Partner" and manager of the Partnership. The General Partner and its
subsidiaries also own and operate cable television systems. In addition, the
General Partner manages cable television systems for other limited partnerships
for which it is general partner and for affiliated entities. The Partnership
owns an interest of approximately 47 percent in Cable TV Joint Fund 11 ("Joint
Fund 11") through capital contributions made during 1984 of $21,100,000, net of
commissions and syndication costs.

Contributed Capital

The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit). No limited partner is obligated to
make any additional contribution to partnership capital.

The General Partner purchased its interest in the Partnership by
contributing $1,000 to partnership capital.

All profits and losses of the Partnership are allocated 99 percent to
the limited partners and 1 percent to the General Partner, except for income or
gain from the sale or disposition of cable television properties, which will be
allocated to the partners based upon the formula set forth in the Partnership
Agreement and interest income earned prior to the first acquisition by the
Partnership of a cable television system, which was allocated 100 percent to
the limited partners.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Records

The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles. The Partnership's tax returns are also prepared on the accrual
basis.

Investment in Cable Television Joint Venture

The Partnership's investment in Joint Fund 11 is accounted for under
the equity method. When compared to the December 31, 1993 balance, this
investment has increased by $174,985. This increase represents the
Partnership's share of income generated by Joint Fund 11 during 1994. The
operations of Joint Fund 11 are significant to the Partnership and should be
reviewed in conjunction with these financial statements. Reference is made to
the accompanying financial statements of Joint Fund 11 on pages 22 to 31.

20
<PAGE> 21
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

Management Fees and Distribution Ratios

The General Partner manages the Partnership and Joint Fund 11 and
receives a fee for its services equal to 5 percent of the gross revenues of
Joint Fund 11, excluding revenues from the sale of cable television systems or
franchises.

Any distributions made from cash flow (defined as cash receipts
derived from routine operations, less debt principal and interest payments and
cash expenses) are allocated 99 percent to the limited partners and 1 percent
to the General Partner. Any distributions other than interest income on
limited partner subscriptions earned prior to the acquisition of the
Partnership's first cable television system or from cash flow, such as from the
sale or refinancing of a system or upon dissolution of the Partnership, will be
made as follows: first, to the limited partners in an amount which, together
with all prior distributions, will equal the amount initially contributed to
the Partnership capital by the limited partners; the balance, 75 percent to the
limited partners and 25 percent to the General Partner. In July 1990, a
distribution of $49,016,548 was made to the limited partners from funds
received from Joint Fund 11. This amount included the return of initial
contributed capital of $25,000,000. In addition, $8,005,517 was distributed to
the General Partner. Any future distributions will be made 75 percent to the
limited partners and 25 percent to the General Partner.

(4) INCOME TAXES

Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The Federal and state
income tax returns of the Partnership are prepared and filed by the General
Partner.

The Partnership's tax returns, the qualification of the partnership as
such for tax purposes, and the amount of distributable income or loss are
subject to examination by Federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's qualification
as such, or in changes with respect to the Partnership's recorded income or
loss, the tax liability of the general and limited partners would likely be
changed accordingly.

Taxable income reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
allowed under generally accepted accounting principles and the expense allowed
for tax purposes under the Modified Accelerated Cost Recovery System (MACRS).
There are no other significant differences between taxable income and the net
income reported in the statements of operations.

21
<PAGE> 22

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Cable TV Joint Fund 11:

We have audited the accompanying balance sheets of CABLE TV JOINT FUND
11 (a Colorado general partnership) as of December 31, 1994 and 1993, and the
related statements of operations, partners' capital and cash flows for each of
the three years in the period ended December 31, 1994. These financial
statements are the responsibility of the General Partners' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Joint Fund
11 as of December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1994,
in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 8, 1995.

22
<PAGE> 23
CABLE TV JOINT FUND 11
(A General Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
---------------------------------
ASSETS 1994 1993
-------- ------------ ------------
<S> <C> <C>
CASH $ 2,429,603 $ 1,840,984

TRADE RECEIVABLES, less allowance for doubtful
receivables of $4,412 and $3,735 at
December 31, 1994 and 1993, respectively 92,110 50,470

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 7,646,689 7,266,759
Less- accumulated depreciation (5,051,015) (4,671,198)
------------ -----------

2,595,674 2,595,561

Franchise costs, net of accumulated amortization
of $1,287,891 and $1,167,363 at
December 31, 1994 and 1993, respectively 108,334 228,862
Subscriber lists, net of accumulated amortization
of $237,741 and $215,493 at December 31, 1994
and 1993, respectively 20,034 42,282
------------ -----------

Total investment in cable television
properties 2,724,042 2,866,705

DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 1,853,355 1,851,983
------------ -----------

Total assets $ 7,099,110 $ 6,610,142
=========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

23
<PAGE> 24
CABLE TV JOINT FUND 11
(A General Partnership)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
--------------------------------
LIABILITIES AND PARTNERS' CAPITAL 1994 1993
--------------------------------- ------------- --------------
<S> <C> <C>
LIABILITIES:
Capital lease obligations $ 26,385 $ 20,129
Accounts payable-
Trade 16,340 2,523
Jones Intercable, Inc. 72,764 32,825
Accrued liabilities 368,106 317,249
Subscriber prepayments 17,670 12,752
------------- --------------

Total liabilities 501,265 385,478
------------- --------------

PARTNERS' CAPITAL:
Contributed capital 45,000,000 45,000,000
Distributions (118,914,493) (118,914,493)
Accumulated earnings 80,512,338 80,139,157
------------- --------------

6,597,845 6,224,664
------------- --------------

Total liabilities and
partners' capital $ 7,099,110 $ 6,610,142
============= ==============
</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

24
<PAGE> 25
CABLE TV JOINT FUND 11
(A General Partnership)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES $3,296,103 $3,292,675 $3,244,023

COSTS AND EXPENSES:
Operating, general and
administrative 2,026,763 1,947,068 1,914,893
Management fees and allocated
expenses from Jones Intercable, Inc. 437,558 411,577 403,962
Depreciation and amortization 522,593 517,441 499,110
---------- ---------- ----------

OPERATING INCOME 309,189 416,589 426,058
---------- ---------- ----------

OTHER INCOME (EXPENSE):
Interest expense (15,716) (22,912) (14,803)
Interest income 87,134 101,771 98,410
Other, net (7,426) (248,912) (184,118)
---------- ---------- ----------

Total other income (expense), net 63,992 (170,053) (100,511)
---------- ---------- ----------

NET INCOME $ 373,181 $ 246,536 $ 325,547
========== ========== ==========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

25
<PAGE> 26
CABLE TV JOINT FUND 11
(A General Partnership)

STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
CABLE TV FUND 11-A (18%):
Balance, beginning of period $ 1,163,806 $ 1,118,887 $ 1,059,572
Net income for period 67,994 44,919 59,315
----------- ----------- -----------

Balance, end of period $ 1,231,800 $ 1,163,806 $ 1,118,887
----------- ----------- -----------

CABLE TV FUND 11-B (8%):
Balance, beginning of period $ 521,450 $ 502,270 $ 476,942
Net income for period 29,033 19,180 25,328
----------- ----------- -----------

Balance, end of period $ 550,483 $ 521,450 $ 502,270
----------- ----------- -----------

CABLE TV FUND 11-C (27%):
Balance, beginning of period $ 2,215,168 $ 2,148,332 $ 2,060,076
Net income for period 101,169 66,836 88,256
----------- ----------- -----------

Balance, end of period $ 2,316,337 $ 2,215,168 $ 2,148,332
----------- ----------- -----------

CABLE TV FUND 11-D (47%):
Balance, beginning of period $ 2,324,240 $ 2,208,639 $ 2,055,991
Net income for period 174,985 115,601 152,648
----------- ----------- -----------

Balance, end of period $ 2,499,225 $ 2,324,240 $ 2,208,639
----------- ----------- -----------

TOTAL:
Balance, beginning of period $ 6,224,664 $ 5,978,128 $ 5,652,581
Net income for period 373,181 246,536 325,547
----------- ----------- -----------

Balance, end of period $ 6,597,845 $ 6,224,664 $ 5,978,128
=========== =========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

26
<PAGE> 27
CABLE TV JOINT FUND 11
(A General Partnership)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1994 1993 1992
---------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 373,181 $ 246,536 $ 325,547
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 522,593 517,441 499,110
Decrease (increase) in trade receivables (41,640) (14,686) 29,253
Decrease (increase) in deposits, prepaid
expenses and deferred charges (1,372) (1,625) 19,057
Increase (decrease) in trade accounts
payable, accrued liabilities and
subscriber prepayments 69,592 (331,331) 435,791
Increase (decrease) in amount due Jones
Intercable, Inc. 39,939 (19,920) (175,065)
---------- ----------- -----------

Net cash provided by operating activities 962,293 396,415 1,133,693
---------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (379,930) (248,223) (210,745)
Franchise renewal deposit - (1,850,000) -
Proceeds from sale of assets - - 122,500
---------- ----------- -----------

Net cash used in investing activities (379,930) (2,098,223) (88,245)
---------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 18,264 - 14,454
Repayment of debt (12,008) (9,059) (14,004)
---------- ----------- -----------

Net cash provided by (used in)
financing activities 6,256 (9,059) 450
---------- ----------- -----------

Increase (decrease) in cash 588,619 (1,710,867) 1,045,898

Cash, beginning of period 1,840,984 3,551,851 2,505,953
---------- ----------- -----------

Cash, end of period $2,429,603 $ 1,840,984 $ 3,551,851
========== =========== ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 15,716 $ 22,912 $ 14,803
========== =========== ===========
</TABLE>

The accompanying notes to financial statements
are an integral part of these statements.

27
<PAGE> 28
CABLE TV JOINT FUND 11
(A General Partnership)

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business

Cable TV Joint Fund 11 ("Joint Fund 11"), a Colorado general
partnership, was formed on February 1, 1984, through a joint venture agreement
made by and among Fund 11-A, Fund 11-B, Fund 11-C, and Fund 11-D, all Colorado
limited partnerships (the "Joint Venturers"). Joint Fund 11 was formed to
acquire, construct, develop and operate cable television systems. Jones
Intercable, Inc. ("Intercable"), general partner of each of the Joint
Venturers, manages Joint Fund 11. Intercable and its subsidiaries, also own
and operate other cable television systems. In addition, Intercable manages
cable television systems for limited partnerships for which it is general
partner and for affiliated entities.

Contributed Capital, Sharing Ratios and Distribution

The capitalization of Joint Fund 11 is set forth in the accompanying
statements of partners' capital. Profits and losses of Joint Fund 11 are
allocated to the partners in proportion to their respective partnership
interests.

All partnership distributions, including those made from cash flow
(defined as cash receipts derived from routine operations, less debt principal
and interest payments and cash expenses), from the sale or refinancing of
partnership property and on dissolution of Joint Fund 11, are made to the
partners also in proportion to their approximate respective interests in Joint
Fund 11 as follows:

<TABLE>
<S> <C>
Cable TV Fund 11-A, Ltd. 18%
Cable TV Fund 11-B, Ltd. 8%
Cable TV Fund 11-C, Ltd. 27%
Cable TV Fund 11-D, Ltd. 47%
----
100%
====
</TABLE>

28
<PAGE> 29
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Records

The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles. Joint Fund 11's tax returns are also prepared on the accrual
basis.

Property, Plant and Equipment

Depreciation is determined using the straight-line method over the
following estimated service lives:

<TABLE>
<CAPTION>
<S> <C>
Cable distribution systems 5 - 15 years
Equipment and tools 3 - 5 years
Buildings 20 years
Office furniture and equipment 5 years
Vehicles 3 years
</TABLE>

Replacements, renewals and improvements are capitalized and
maintenance and repairs are charged to expense as incurred.

Intangible Assets

Costs assigned to franchises and subscriber lists are amortized using
the straight-line method over the following remaining estimated useful lives:

<TABLE>
<CAPTION>
<S> <C>
Franchise costs 1 year
Subscriber lists 1 year
</TABLE>

Revenue Recognition

Subscriber prepayments are initially deferred and recognized as
revenue when earned.

(3) TRANSACTIONS WITH JONES INTERCABLE, INC. AND AFFILIATES

Management Fees and Reimbursements

Intercable manages Joint Fund 11 and receives a fee for its services
equal to 5 percent of the gross revenues, excluding revenues from the sale of
the cable television systems or franchises. Management fees paid to Intercable
during 1994, 1993 and 1992 were $164,805, $164,634 and $162,201, respectively.

Intercable is reimbursed for certain allocated overhead and
administrative expenses. These expenses represent the salaries and related
benefits paid to corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to Joint Fund
11. Allocations of personnel costs are primarily based upon actual time spent
by employees of Intercable with respect to each partnership managed. Remaining
overhead costs are allocated based on total revenues and/or the cost of the
partnership assets managed. Effective December 1, 1993, the allocation method
was changed to be based only on revenue, which Intercable believes provides a
more accurate method of allocation. Systems owned by Intercable and all other
systems owned by partnerships for which Intercable is the general partner are
also allocated a proportionate share of these expenses. Intercable believes
that the methodology used in allocating overhead and administrative expenses is
reasonable. The amount of allocated overhead and administrative expenses
charged to Joint Fund 11 during 1994, 1993 and 1992 was $272,753, $246,943 and
$241,761, respectively.

Joint Fund 11 was charged interest during 1994 at an average interest
rate of 10 percent on the amounts due Intercable, which approximated
Intercable's weighted average cost of borrowings. Total interest charged
during 1994, 1993 and 1992 was $13,306, $21,071 and $12,369, respectively.

29
<PAGE> 30
Payments to/from Affiliates for Programming Services

Joint Fund 11 receives programming from Product Information Network,
Superaudio, The Mind Extension University and Jones Computer Network,
affiliates of Intercable. Payments to Superaudio totalled $6,105, $6,040 and
$6,007 in 1994, 1993 and 1992, respectively. Payments to The Mind Extension
University totalled $5,532, $3,515 and $3,442 in 1994, 1993 and 1992,
respectively. Payments to Jones Computer Network, which initiated service in
1994, totalled $3,316 during 1994. Joint Fund 11 receives a commission from
Product Information Network based on a percentage of advertising revenue and
number of subscribers. Product Information Network, which initiated service in
1994, paid commissions to Joint Fund 11 totalling $510 in 1994.

(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of December 31, 1994 and 1993,
consisted of the following:

<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Cable distribution systems $ 6,957,103 $ 6,653,184
Equipment and tools 249,348 202,684
Office furniture and equipment 146,463 138,014
Buildings 113,431 113,431
Vehicles 180,344 159,446
----------- -----------
7,646,689 7,266,759
Less - accumulated depreciation (5,051,015) (4,671,198)
----------- -----------

$ 2,595,674 $ 2,595,561
=========== ===========
</TABLE>

(5) DEBT

Debt consists of capital lease obligations with maturities of 1 to 4
years. Installments due on debt principal for the five years in the period
ending December 31, 1999, respectively, are: $7,916, $7,916, $7,916, $2,637,
and $-0-.

(6) INCOME TAXES

Income taxes have not been recorded in the accompanying financial
statements because they accrue to the partners of Funds 11-A, 11-B, 11-C and
11-D, which are general partners in Joint Fund 11.

Joint Fund 11's tax returns, the qualification of the partnership as
such for tax purposes, and the amount of distributable partnership income or
loss are subject to examination by Federal and state taxing authorities. If
such examinations result in changes with respect to the Joint Fund 11's
qualification as such, or in changes with respect to the Joint Fund 11's
recorded income or loss, the tax liability of the general and limited partners
would likely be changed accordingly.

30
<PAGE> 31
(7) SUPPLEMENTARY PROFIT AND LOSS INFORMATION

Supplementary profit and loss information is presented below:

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1994 1993 1992
--------- -------- ---------
<S> <C> <C> <C>
Maintenance and repairs $ 41,329 $ 34,813 $ 41,221
========= ======== =========

Taxes, other than income and
payroll taxes $ 52,294 $ 57,152 $ 64,563
======== ======== ========

Advertising $ 81,763 $ 56,930 $ 34,400
======== ======== ========

Depreciation of property,
plant and equipment $ 379,817 $374,665 $356,334
========= ======== ========

Amortization of intangible assets $ 142,776 $142,776 $142,776
========= ======== ========
</TABLE>

31
<PAGE> 32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership itself has no officers or directors. Certain
information concerning the directors and executive officers of the General
Partner is set forth below.

<TABLE>
<CAPTION>
Name Age Positions with the General Partner
---- --- ----------------------------------
<S> <C> <C>
Glenn R. Jones 65 Chairman of the Board and Chief Executive Officer
Derek H. Burney 55 Vice Chairman of the Board
James B. O'Brien 45 President, Chief Operating Officer and Director
Ruth E. Warren 45 Group Vice President/Operations
Kevin P. Coyle 43 Group Vice President/Finance
Christopher J. Bowick 40 Group Vice President/Technology
Timothy J. Burke 44 Group Vice President/Taxation/Administration
Raymond L. Vigil 48 Group Vice President/Human Resources and Director
Cynthia A. Winning 43 Group Vice President/Marketing
Elizabeth M. Steele 43 Vice President/General Counsel/Secretary
Larry W. Kaschinske 35 Controller
James J. Krejci 53 Director
Christine Jones Marocco 39 Director
Daniel E. Somers 47 Director
Robert S. Zinn 58 Director
David K. Zonker 41 Director
</TABLE>

Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the General Partner since its formation in 1970,
and he was President from June 1984 until April 1988. Mr. Jones was
elected a member of the Executive Committee of the Board of Directors in
April 1985. Mr. Jones is the sole shareholder, President and Chairman of
the Board of Directors of Jones International, Ltd. He is also Chairman of
the Board of Directors of the subsidiaries of the General Partner and of
certain other affiliates of the General Partner. Mr. Jones has been
involved in the cable television business in various capacities since 1961,
is a past and present member of the Board of Directors of the National
Cable Television Association, and is a former member of its Executive
Committee. Mr. Jones is a past director and member of the Executive
Committee of C-Span. Mr. Jones has been the recipient of several awards
including the Grand Tam Award in 1989, the highest award from the Cable
Television Administration and Marketing Society; the Chairman's Award from
the Investment Partnership Association, which is an association of sponsors
of public syndications; the cable television industry's Public Affairs
Association President's Award in 1990, the Donald G. McGannon award for the
advancement of minorities and women in cable; the STAR Award from American
Women in Radio and Television, Inc. for exhibition of a commitment to the
issues and concerns of women in television and radio; and the Women in
Cable Accolade in 1990 in recognition of support of this organization. Mr.
Jones is also a founding member of the James Madison Council of the Library
of Congress and is on the Board of Governors of the American Society of
Training and Development.

Mr. Derek H. Burney was appointed a Director of the General Partner in
December 1994 and Vice Chairman of the Board of Directors in January 1995.
He is also a member of the Executive Committee of the Board of Directors.
Mr. Burney joined BCE Inc., Canada's largest telecommunications company, in
January 1993 as Executive Vice President, International. He has been the
Chairman of Bell Canada International Inc., a

32
<PAGE> 33
subsidiary of BCE, since January 1993 and, in addition, has been Chief
Executive Officer of BCI since July 1993. Prior to joining BCE, Mr. Burney
served as Canada's ambassador to the United States from 1989 to 1992. Mr.
Burney also served as chief of staff to the Prime Minister of Canada from
March 1987 to January 1989 where he was directly involved with the
negotiation of the U.S. -- Canada Free Trade Agreement. In July 1993, he
was named an Officer of the Order of Canada. Mr. Burney is chairman of
Bell Cablemedia plc. He is a director of Mercury Communications Limited,
Videotron Holdings plc, Tele-Direct (Publications) Inc., Teleglobe Inc.,
Bimcor Inc., Maritime Telegraph and Telephone Company, Limited, Moore
Corporation Limited and Northbridge Programming Inc.

Mr. James B. O'Brien, the General Partner's President, joined the
General Partner in January 1982. Prior to being elected President and a
Director of the General Partner in December 1989, Mr. O'Brien served as a
Division Manager, Director of Operations Planning/Assistant to the CEO,
Fund Vice President and Group Vice President/Operations. Mr. O'Brien was
appointed to the General Partner's Executive Committee in August 1993. As
President, he is responsible for the day-to-day operations of the cable
television systems managed and owned by the General Partner. Mr. O'Brien
is also President and a Director of Jones Cable Group, Ltd., Jones Global
Funds, Inc. and Jones Global Management, Inc., all affiliates of the
General Partner. Mr. O'Brien is a board member of Cable Labs, Inc., the
research arm of the U.S. cable television industry. He also serves as a
director of the Cable Television Administration and Marketing Association
and as a director of the Walter Kaitz Foundation, a foundation that places
people of any ethnic minority group in positions with cable television
systems, networks and vendor companies.

Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system manager and Fund
Vice President, since then. Ms. Warren was elected Group Vice
President/Operations of the General Partner in September 1990.

Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior
Vice President/Financial Services. He was elected Treasurer of the General
Partner in August 1987, Vice President/Treasurer in April 1988 and Group
Vice President/Finance and Chief Financial Officer in October 1990.

Mr. Christopher J. Bowick joined the General Partner in September 1991
as Group Vice President/Technology and Chief Technical Officer. Previous
to joining the General Partner, Mr. Bowick worked for Scientific Atlanta's
Transmission Systems Business Division in various technical management
capacities since 1981, and as Vice President of Engineering since 1989.

Mr. Timothy J. Burke joined the General Partner in August 1982 as
corporate tax manager, was elected Vice President/Taxation in November 1986
and Group Vice President/Taxation/Administration in October 1990.

Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group
Vice President/Human Resources. Previous to joining the General Partner,
Mr. Vigil served as Executive Director of Learning with USWest. Prior to
USWest, Mr. Vigil worked in various human resources posts over a 14-year
term with the IBM Corporation.

Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General
Partner, Ms. Winning served since 1994 as the President of PRS Inc.,
Denver, Colorado, a sports and event marketing company. From 1979 to 1981
and from 1986 to 1994, Ms. Winning served as the Vice President and
Director of Marketing for Citicorp Retail Services, Inc., a provider of
private-label credit cards for ten national retail department store chains.
From 1981 to 1986, Ms. Winning was the Director of Marketing Services for
Daniels & Associates cable television operations, as well as the Western
Division Marketing Director for Capital Cities Cable. Ms. Winning also
serves as a board Member of Cities in Schools, a dropout
intervention/prevention program.

33
<PAGE> 34
Ms. Elizabeth M. Steele joined the General Partner in August 1987 as
Vice President/General Counsel and Secretary. From August 1980 until
joining the General Partner, Ms. Steele was an associate and then a partner
at the Denver law firm of Davis, Graham & Stubbs, which serves as counsel
to the General Partner.

Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division; was promoted
to Assistant Controller in 1990 and named Controller in August 1994.

Mr. James J. Krejci was President of the International Division of
International Gaming Technology International headquartered in Reno,
Nevada, until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was
Group Vice President of Jones International, Ltd. and a Group Vice
President of the General Partner. Prior to May 1994, he also served as
Group Vice President of Jones Futurex, Inc., an affiliate of the General
Partner engaged in manufacturing and marketing data encryption devices,
Jones Interactive, Inc., a subsidiary of Jones International, Ltd.
providing computer data and billing processing facilities and Jones
Lightwave, Ltd., a company owned by Jones International, Ltd. and Mr.
Jones, which is engaged in the provision of telecommunications services.
Mr. Krejci has been a Director of the General Partner since August 1987.

Ms. Christine Jones Marocco was appointed a Director of the General
Partner in December 1994. She is the daughter of Glenn R. Jones. Ms.
Marocco is also a director of Jones International, Ltd.

Mr. Daniel E. Somers was appointed a Director of the General Partner in
December 1994 and also serves on the General Partner's Audit Committee.
From January 1992 to January 1995, Mr. Somers worked as Senior Vice
President and Chief Financial Officer of Bell Canada International Inc. and
was appointed Executive Vice President and Chief Financial Officer on
February 1, 1995. He is also a Director of certain of its affiliates.
Prior to joining Bell Canada International Inc. and since January 1989, Mr.
Somers was the President and Chief Executive Officer of Radio Atlantic
Holdings Limited. Mr. Somers is a member of the North American Society of
Corporate Planning, the Financial Executives Institution and the Financial
Analysts Federation.

Mr. Robert S. Zinn was appointed a Director of the General Partner in
December 1994. Mr. Zinn joined the General Partner in January 1991 and is
a member of its Legal Department. He is also Vice President/Legal Affairs
of Jones International, Ltd. Prior to joining the General Partner, Mr.
Zinn was in private law practice in Denver, Colorado for over 25 years.

Mr. David K. Zonker was appointed a Director of the General Partner in
December 1994. Mr. Zonker has been the President of Jones International
Securities, Ltd., a subsidiary of Jones International, Ltd. since January
1984 and he has been its Chief Executive Officer since January 1988. From
October 1980 until joining Jones International Securities, Ltd. in January
1984, Mr. Zonker was employed by the General Partner. Mr. Zonker is a
member of the Board of Directors of various affiliates of the General
Partner, including Jones International Securities, Ltd. Mr. Zonker is
licensed by the National Association of Securities Dealers, Inc. and he is
a past chairman of the Investment Program Association, a trade organization
based in Washington, D.C. that promotes direct investments. He is a member
of the Board of Trustees of Graceland College, Lamoni, Iowa; the
International Association of Financial Planners and the American and
Colorado Institutes of Certified Public Accountants.

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no employees; however, various personnel are
required to operate the cable television systems owned by the Partnership.
Such personnel are employed by the General Partner and, pursuant to the
terms of the limited partnership agreement of the Partnership, the cost of
such employment is charged by the General Partner to the Partnership as a
direct reimbursement item. See Item 13.

34
<PAGE> 35
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS

No person or entity owns more than 5 percent of the limited partnership
interests of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The General Partner and its affiliates engage in certain transactions
with the Venture. The General Partner believes that the terms of such
transactions are generally as favorable as could be obtained by the Venture
from unaffiliated parties. This determination has been made by the General
Partner in good faith, but none of the terms were or will be negotiated at
arm's-length and there can be no assurance that the terms of such
transactions have been or will be as favorable as those that could have
been obtained by the Venture from unaffiliated parties.

The General Partner charges a management fee, and the General Partner is
reimbursed for certain allocated overhead and administrative expenses.
These expenses consist primarily of salaries and benefits paid to corporate
personnel, rent, data processing services and other facilities costs. Such
personnel provide engineering, marketing, administrative, accounting, legal
and investor relations services. Allocations of personnel costs are based
primarily on actual time spent by employees of the General Partner.
Remaining overhead costs are allocated based on revenues and/or the costs
of assets managed. Systems owned by the General Partner and all other
systems owned by partnerships for which Jones Intercable, Inc. is the
general partner, are also allocated a proportionate share of these
expenses.

The General Partner also advances funds and charges interest on the
balance payable. The interest rate charged approximates the General
Partner's weighted average cost of borrowing.

The Manitowoc System receives stereo audio programming from Superaudio,
a joint venture owned 50% by an affiliate of the General Partner and 50% by
an unaffiliated party, educational video programming from Mind Extension
University, Inc., an affiliate of the General Partner, and computer video
programming from Jones Computer Network, Ltd., an affiliate of the General
Partner, for fees based upon the number of subscribers receiving the
programming.

Product Information Network ("PIN"), an affiliate of the General
Partner, provides advertising time for third parties on the Manitowoc
System. In consideration, the revenues generated from the third parties
are shared two-thirds and one-third between PIN and the Venture. During
the year ended December 31, 1994, the Venture received revenues from PIN of
$510.

The charges to the Venture for related party transactions are as follows
for the periods indicated:

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
Cable TV Joint Fund 11 1994 1993 1992
---------------------- ---- ---- ----
<S> <C> <C> <C>
Management fees $164,805 $164,634 $162,201
Allocation of expenses 272,753 246,943 241,761
Interest on advances paid to the General Partner 13,306 21,071 12,369
Amount of notes and advances outstanding 72,764 32,825 52,745
Highest amount of notes and advances outstanding 72,764 52,745 491,389
Programming fees:
Superaudio 6,105 6,040 6,007
Mind Extension University 5,532 3,515 3,442
Jones Computer Network 3,316 -0- -0-
</TABLE>

35
<PAGE> 36
PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. See index to financial statements for the list of
financial statements and exhibits thereto filed as part
of this report.

3. The following exhibits are filed herewith.

4.1 Limited Partnership Agreement of Cable TV Fund 11-D.
(1)

10.1.1 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the City of Manitowoc, Wisconsin. (Joint
Fund 11) (1)

27 Financial Data Schedule

- ----------

(1) Incorporated by reference from Registrant's Report on
Form 10-K for the fiscal year ended December 31, 1985.

(b) Reports on Form 8-K.

None

36
<PAGE> 37
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

CABLE TV FUND 11-D, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.

By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 21, 1995 Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<S> <C>
By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 21, 1995 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 21, 1995 (Principal Financial Officer)

By: /s/ Larry Kaschinske
--------------------
Larry Kaschinske
Controller
Dated: March 21, 1995 (Principal Accounting Officer)

By: /s/ James B. O'Brien
--------------------
James B. O'Brien
Dated: March 21, 1995 President and Director

By: /s/ Raymond L. Vigil
--------------------
Raymond L. Vigil
Dated: March 21, 1995 Group Vice President and Director

By: /s/ Robert S. Zinn
------------------
Robert S. Zinn
Dated: March 21, 1995 Director
</TABLE>

37
<PAGE> 38
<TABLE>
<S> <C>
By: /s/ David K. Zonker
-----------------------
David K. Zonker
Dated: March 21, 1995 Director

By:
-----------------------
Derek H. Burney
Dated: Director

By:
-----------------------
James J. Krejci
Dated: Director

By:
-----------------------
Christine Jones Marocco
Dated: Director

By:
-----------------------
Daniel E. Somers
Dated: Director
</TABLE>

38
<PAGE> 39
INDEX TO EXHIBITS

EXHIBIT DESCRIPTION
------- -----------

4.1 Limited Partnership Agreement of Cable TV Fund 11-D.
(1)

10.1.1 Copy of a franchise and related documents thereto
granting a community antenna television system
franchise for the City of Manitowoc, Wisconsin. (Joint
Fund 11) (1)

27 Financial Data Schedule

- ----------

(1) Incorporated by reference from Registrant's Report on
Form 10-K for the fiscal year ended December 31, 1985.

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,499,225
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 2,499,225
<TOTAL-LIABILITY-AND-EQUITY> 2,499,225
<SALES> 0
<TOTAL-REVENUES> 174,985
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 174,985
<INCOME-TAX> 0
<INCOME-CONTINUING> 174,985
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 174,985
<EPS-PRIMARY> 3.46
<EPS-DILUTED> 3.46

</TABLE>