AMERICAN CABLE TV INVESTORS 4 LTD
10-Q, 1996-11-13
RADIOTELEPHONE COMMUNICATIONS
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<PAGE>
                          UNITED STATES
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549

                            Form 10-Q


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

                               OR

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


Commission File No. 0-15745


               AMERICAN CABLE TV INVESTORS 4, LTD.
     ------------------------------------------------------
     (Exact name of Registrant as specified in its charter)


       State of Colorado                          84-1013221
  ------------------------------               ---------------
 (State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)                Identification No.)


       5619 DTC Parkway                                 
     Englewood, Colorado                             80111
- - ------------------------------                     ----------
(Address of principal executive offices)           (Zip Code)


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


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

<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION

               AMERICAN CABLE TV INVESTORS 4, LTD.
                (A Colorado Limited Partnership)
                        AND SUBSIDIARIES

                   Consolidated Balance Sheets
                                
                           (unaudited)
                                
                          (see note 2)

<CAPTION>
                                      September 30,  December 31,
                                          1996          1995
                                      ------------   ------------
Assets                                   amounts in thousands
<S>                                     <C>           <C>
                                                    
Cash and cash equivalents (note 4)      $ 1,896       48,104
                                                    
Trade and other receivables                 308          842
                                                    
Prepaid expenses                             --           21
                                                    
Property and equipment:                             
 Land                                        --          210
 Cable distribution systems                  --       30,719
 Support equipment and buildings             --        4,094
                                        -------      -------
                                                      35,023
 Less accumulated depreciation               --       17,933
                                        -------      -------
                                             --       17,090
                                        -------      -------
                                                    
Franchise costs and other intangibles        --       40,977
 Less accumulated amortization               --       39,873
                                        -------      -------
                                             --        1,104
                                        -------      -------
                                                    
Minority interest in deficit of Newport              
 News Cablevision, Ltd. ("Newport                    
 News")  (note 7)                            --        4,206
                                                    
Funds held in escrow (notes 2 and 8)      9,525        4,525
                                                    
Other assets, net of accumulated                      
 amortization                                --          259
                                         ------      -------
                                                    
                                        $11,729       76,151
                                        =======      =======            
</TABLE>

                                                      (continued)
                               I-1
<PAGE>
<TABLE>
               AMERICAN CABLE TV INVESTORS 4, LTD.
                (A Colorado Limited Partnership)
                        AND SUBSIDIARIES
                                
             Consolidated Balance Sheets, continued
                                
<CAPTION>
                                      September 30, December 31,
                                          1996         1995
                                      -----------   ------------
Liabilities and Partners' Equity         amounts in thousands
<S>                                     <C>            <C>
Cash overdraft                          $   403        6,446
                                                    
Accounts payable                             --           75
                                                    
Accrued expenses:                                   
 Franchise fees                              --        1,556
 Sales taxes                                 --        1,240
 Other                                      148          792
                                        -------      -------
                                            148        3,588
                                        -------      -------
Subscriber advance payments and                      
 converter deposits                          --          310
                                                    
Amounts due to related parties              201        4,203
 (note 6)                           
                                                    
Debt (note 5)                                --       24,255
                                        -------      -------
                                                    
   Total liabilities                        752       38,877
                                        -------      -------       
Minority interest in Newport News                   
 (note 7)                                 2,074           --
                                                    
Partners' equity (deficit):                         
 General partner                          1,830        (150)
 Limited partners                         7,073       37,424
                                        -------      -------
                                                    
   Total partners' equity                 8,903       37,274
                                        -------      -------
                                                    
Commitments and contingencies (notes 6              
 and 8)
                                        $11,729       76,151
                                        =======      =======
                                                    
</TABLE>

See accompanying notes to consolidated financial statements.
                               I-2

                                
<PAGE>
<TABLE>
               AMERICAN CABLE TV INVESTORS 4, LTD.
                (A Colorado Limited Partnership)
                        AND SUBSIDIARIES
                                
              Consolidated Statements of Operations
                                
                           (unaudited)
                                
                          (see note 2)


                                                         
<CAPTION>
                           Three months ended  Nine months ended
                              September 30,      September 30,
                              1996     1995      1996     1995
                                     amounts in thousands,
                                      except unit amounts
                                                          
<S>                           <C>      <C>         <C>    <C>
Revenue                       $  --    7,571       --     27,081
                                                          
Operating costs and                                       
expenses:
  Programming (primarily from                               
   related parties - note 6)     --    1,670       --      5,831
  Operating (including                                      
   allocations from related      
   parties - note 6)             --      694       --      2,282
  Selling, general and                                      
   administrative (including                                 
   charges from related parties                              
   - note 6)                      93    2,579      225     9,288
 Depreciation and                                         
  amortization                    --    2,484       --     8,756
                                ----    -----     ----     -----
     Total operating                                      
      expenses                    93    7,427      225    26,157
                                ----    -----     ----    ------
                                                          
     Operating income (loss)     (93)     144     (225)      924
                                                          
Other income (expense):                                   
  Gain on sale of cable                                     
   television system, net of                                 
   $510,000 of costs and                                     
   expenses in 1996 related to                               
   1995 operations (note 2)       --   29,503   99,700    29,503   

 Interest expense                 --     (544)     (10)   (3,064)
 Interest income                 325       89      749       138
  Minority interest's share of                              
   losses (earnings) of Newport                              
   News                          (61)      41  (39,976)      251
                                -----    ----  --------    -----
                                                          
     Net earning s             $ 171   29,233   60,238    27,752
                               =====   ======   ======    ======
                                                          
Earnings per limited                                        
 partnership unit              $1.07   241.16   422.08    228.94
                              ======  =======   ======   =======               
Limited partnership units                                   
 outstanding                 120,005  120,005  120,005   120,005
                             =======  =======  =======   =======
                                                          
</TABLE>

See accompanying notes to consolidated financial statements.

                                 I-3

<PAGE>
<TABLE>
               AMERICAN CABLE TV INVESTORS 4, LTD.
                (A Colorado Limited Partnership)
                        AND SUBSIDIARIES
                                
           Consolidated Statement of Partners' Equity
                                
              Nine months ended September 30, 1996
                                
                           (unaudited)
                                
                          (see note 2)

<CAPTION>
                                      General    Limited   
                                      partner    partners    Total
                                      -------    --------    -----
                                         amounts in thousands
                                                           
<S>                                   <C>        <C>        <C>
Balance at January 1, 1996            $(150)     37,424     37,274
                                                           
 Distribution                        (7,606)    (81,003)   (88,609)
                                                           
 Net earnings                         9,586      50,652     60,238
                                     ------      ------    -------
                                                           
Balance at September 30, 1996        $1,830       7,073      8,903
                                     ======      ======     ======             
</TABLE>
See accompanying notes to consolidated financial statements.

                                     I-4
<PAGE>
<TABLE>
               AMERICAN CABLE TV INVESTORS 4, LTD.
                (A Colorado Limited Partnership)
                        AND SUBSIDIARIES
                                
              Consolidated Statements of Cash Flows
                                
                           (unaudited)
                                
                          (see note 2)

<CAPTION>
                                                Nine months ended
                                                  September 30, 
                                                -----------------
                                                 1996      1995
                                                ------    -------
                                              amounts in thousands
                                                  (see note 4)
Cash flows from operating activities:                     
 <S>                                          <C>          <C>
 Net earnings                                 $ 60,238     27,752
  Adjustments to reconcile net earnings to                  
   net cash provided by (used in) operating
   activities:
    Depreciation and amortization                   --      8,756
    Gain on sale of cable television system   (100,210)   (29,503)
      Minority interest's share of earnings                    
       (losses) of Newport News                 39,976       (251)
      Management fees, expense reimbursements               
       and interest accrued but not paid            --        108
      Changes in operating assets and liabilities,             
       net of effects from sale of cable 
       television system:
            Net change in receivables, prepaid                    
             expenses, and other assets             555       (94)
               Net change in accounts payable,                    
                accrued expenses, subscriber
                advance payments and converter
                deposits, and amounts due to                  
                related parties                  (7,346)     4,491
                                                --------    -------
                                                          
          Net cash provided by (used in)         
           operating activities                  (6,787)    11,259
                                                -------    -------   
                                                          
Cash flows from investing activities:                     
 Capital expended for property and equipment        (36)    (1,847)
  Proceeds from sale of cable television                    
   systems,net of disposition fees paid         113,218     37,572
  Other investing activities                         --       (150)
                                                -------    -------          
          Net cash provided by investing      
           activities                           113,182     35,575
                                                -------    -------
                                                          
Cash flows from financing activities:                     
 Repayments of debt                             (24,255)   (41,708)
 Distributions to partners                      (88,609)        --
 Distribution to minority owners of               
  Newport News                                  (33,696)        --
 Change in cash overdraft                        (6,043)        --
                                               ---------   -------
                                                          
          Net cash used in financing          
           activities                          (152,603)   (41,708)
                                              ---------   --------
                                                          
               Net increase (decrease) in cash                 
                and cash equivalents            (46,208)     5,126
                                                          
          Cash and cash equivalents:                      
           Beginning of period                   48,104        490
                                                -------     ------
                                                          
           End of period                       $  1,896      5,616
                                              =========   ========
</TABLE>
           

See accompanying notes to consolidated financial statements.

                                  I-5
<PAGE>
             AMERICAN CABLE TV INVESTORS 4, LTD.
              (A Colorado Limited Partnership)
                    AND SUBSIDIARIES

         Notes to Consolidated Financial Statements

                       September 30, 1996
                           (unaudited)


(1)  Basis of Consolidated Financial Statement Preparation
     ------------------------------------------------------
     The accompanying unaudited consolidated financial statements
     include the accounts of American Cable TV Investors 4,  Ltd.
     ("ACT  4") and Newport News, a limited partnership in  which
     ACT  4  has  a  60%  ownership  interest.   All  significant
     intercompany transactions and accounts have been eliminated.
     American Cable TV Investors 5, Ltd. ("ACT 5"), an affiliate,
     owns  the  40%  minority interest in Newport News.   Newport
     News was formed for the purpose of acquiring, developing and
     operating the cable television system located in and  around
     Newport News, Virginia (the "Newport News System").   ACT  4
     and  Newport News are collectively referred to herein as the
     Partnership.

     TCI  Cablevision  Associates, Inc.  ("Cablevision")  is  the
     managing  agent  of the Partnership and  owns  100%  of  the
     common stock of a general partner of the general partner  of
     ACT 4.  Cablevision is an indirect majority-owned subsidiary
     of Tele-Communications, Inc. ("TCI").

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

     These  consolidated financial statements should be  read  in
     conjunction  with the consolidated financial statements  and
     related notes thereto included in ACT 4's December 31,  1995
     Annual Report on Form 10-K.

(2)  Sales Transactions
     ------------------
     During  1995,  ACT  4  sold all of  its  wholly-owned  cable
     television  systems  (the "Wholly-Owned Systems")  in  three
     separate sales transactions (the "Wholly-Owned Sales").   In
     addition,  on  January 1, 1996 the Newport News  System  was
     sold  (the "Newport News Sale" and together with the Wholly-
     Owned Sales, the "Sales Transactions").  As a result of  the
     Sales Transactions, 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.

                                                      (continued)
                                  I-6
<PAGE>
            AMERICAN CABLE TV INVESTORS 4, LTD.
             (A Colorado Limited Partnership)
                 AND SUBSIDIARIES

        Notes to Consolidated Financial Statements


     In  one  transaction, ACT 4 sold its cable television system
     located  in  and  around  Colton,  California  (the  "Colton
     System")  on July 3, 1995 to an indirect subsidiary  of  TCI
     for cash proceeds of $10,216,000.

     In  a  second  transaction, ACT 4 sold its cable  television
     system located in and around North and South Kona and  North
     and South Kohala, Hawaii (the "Kona System") on July 3, 1995
     to  Time  Warner Cable Ventures, a Division of  Time  Warner
     Entertainment Company L.P. ("Time Warner") for cash proceeds
     of  $31,119,000,  of which $2,500,000 was placed  in  escrow
     (the  "Kona  Escrow"). The Kona Escrow was  subject  to  any
     indemnifiable  claims by Time Warner through July  2,  1996.
     Subsequent to September 30, 1996, the Kona Escrow, exclusive
     of  $108,000 paid to Time Warner in connection with a  claim
     for  indemnification, was released to ACT 4.  The amount due
     Time  Warner  for  such claim has been  included  in  "Other
     accrued  expenses" in the accompanying consolidated  balance
     sheets.  Such amount was charged to operations prior to 1996.
     ACT 4 also received interest of  $147,000  in conjunction with
     the release of the Kona Escrow.

     In  a  third  transaction, ACT 4 sold its  cable  television
     system  located in and around Chino, California on  December
     1,   1995  to  Citizens  Century  Cable  Television  Venture
     ("Citizens-Century"), an unaffiliated third party, for  cash
     proceeds of $40,585,000 (the "Chino Sale").  Pursuant to the
     terms  of the sale agreement, $2,025,000 of the sales  price
     was placed in escrow (the "Chino Escrow") and was subject to
     any  indemnifiable  claims made by Citizens-Century  through
     May  29, 1996.  In May 1996, Citizens-Century filed a  claim
     for  a breach of warranty in connection with the Chino Sale.
     Citizens-Century has not submitted to ACT 4 an  estimate  of
     the   cost  associated  with  such  claim.   The  claim  for
     indemnification has had and will continue to have the effect
     of  delaying the release of funds from the Chino Escrow.  In
     addition, any successful indemnification claim will have the
     effect of reducing the amount of the Chino Escrow ultimately
     released to ACT 4.  See note 8.

     In a fourth transaction, the Newport News System was sold on
     January  1,  1996 to Cox Communications Rhode  Island,  Inc.
     ("Cox"),  an unaffiliated third party, for cash proceeds  of
     $121,886,000  (the "Newport News Sale").   Pursuant  to  the
     terms  of the sale agreement, $5,000,000 of the sales  price
     was  placed  in escrow (the "Newport News Escrow")  and  was
     subject  to  any  indemnifiable claims made by  Cox  through
     September  27, 1996.  Subsequent to September 30, 1996,  the
     Newport  News  Escrow plus accrued interest of $170,000  was
     released  to  Newport  News.  ACT  4  has  a  60%  ownership
     interest  in  Newport  News.  Accordingly,  ACT  4  received
     $50,544,000 of the net cash proceeds (after satisfaction  of
     transaction   costs  and  Newport  News'   liabilities   and
     exclusive  of  Newport News' Escrow) from the  Newport  News
     Sale  in  January 1996 and received 60% of the Newport  News
     Escrow  and  accrued interest subsequent  to  September  30,
     1996.

     The  gain  on  the  Newport News Sale has  been  reduced  by
     $510,000 to reflect certain of Newport News' operating costs
     and  expenses  which were incurred in 1995  but  which  were
     reflected in the 1996 financial records of Newport News.
                                                                 
                                                      (continued)
                               I-7

<PAGE>
            AMERICAN CABLE TV INVESTORS 4, LTD.
             (A Colorado Limited Partnership)
                   AND SUBSIDIARIES
 
       Notes to Consolidated Financial Statements



     All  of  the Sales Transactions were approved by the limited
     partners  at  a special meeting that occurred  on  June  20,
     1995.
     
     In  connection with the Wholly-Owned Sales, ACT 4 used  most
     of  the  cash  proceeds  to  (i)  pay  disposition  fees  of
     $2,454,000  ($1,840,500  to  Cablevision  and  $613,500   to
     Presidio  Cable IV Corp. ("PCC"), a subsidiary  of  Presidio
     Capital  Corp.)  and  (ii) repay debt  and  related  accrued
     interest  of  $35,150,000.  In connection with  the  Newport
     News  Sale,  Newport News used most of the cash proceeds  to
     (i)  pay  a  disposition  fee of $3,668,000  ($2,751,000  to
     Cablevision  and  $917,000  to PCC),  (ii)  repay  debt  and
     related  accrued  interest  of $24,306,000  and  (iii)  make
     initial cash distributions to ACT 4 and ACT 5 of $50,544,000
     and  $33,696,000,  respectively. ACT  4  then  made  initial
     distributions  in  January 1996 to its general  and  limited
     partners  of  $7,606,000  ($6,085,000  to  Cablevision   and
     $1,521,000  to  PCC)  and  $81,003,000  ($675  per   limited
     partnership unit), respectively.

     The  allocation of distributions to the general and  limited
     partners of ACT 4 is based upon percentages set forth in ACT
     4's  limited  partnership  agreement  and,  therefore,  such
     allocation  is  not  directly affected by  the  general  and
     limited  partners'  respective financial  statement  capital
     account   balances  (which  balances  include  the  original
     capital  contributions of each class  of  partners  and  the
     allocation  of  ACT  4's  inception-to-date  net  earnings).
     Accordingly, the amounts ultimately distributed to the ACT 4
     partners  will  not  correspond to the respective  financial
     statement  capital  account  balances  of  the  general  and
     limited  partners.   However,  due  to  differences  in  the
     financial statement and federal income tax treatment of  the
     allocation  of  the gain recognized in connection  with  the
     Sales  Transactions, the amounts ultimately  distributed  to
     the  ACT  4  partners  will correspond to  their  respective
     capital account balances, as reported for federal income tax
     purposes.  There is no assurance as to the timing or  amount
     of ACT 4's final cash distributions.


 (3) Allocation of Net Earnings and Net Losses
     -----------------------------------------
     Pursuant  to  ACT  4's  limited partnership  agreement,  net
     earnings and net losses of ACT 4 are to be 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.

     Earnings  per  limited  partnership unit  is  calculated  by
     dividing  the  net  earnings  attributable  to  the  limited
     partners   by  the  number  of  limited  partnership   units
     outstanding  during  the  period.   ACT  4's  January   1996
     distributions,  which  were funded with  proceeds  from  the
     Sales  Transactions,  allowed limited  partners  to  achieve
     Payback.   As  such, Payback was deemed to have occurred  in
     connection  with the consummation of the Newport News  Sale.
     Accordingly, the limited partners' share of earnings for the
     nine  months  ended September 30, 1996 includes  $22,578,000
     allocated   prior  to  achieving  Payback  and   $28,074,000
     allocated after achieving Payback.

                                                      (continued)
                              I-8

<PAGE>
            AMERICAN CABLE TV INVESTORS 4, LTD.
             (A Colorado Limited Partnership)
                    AND SUBSIDIARIES

        Notes to Consolidated Financial Statements

(4)  Supplemental Disclosure of Cash Flow Information
     -------------------------------------------------
     The   Partnership   considers   investments   with   initial
     maturities of six months or less to be cash equivalents.  At
     September 30, 1996, $1,896,000 of the Partnership's cash and
     cash equivalents was invested in money market funds.

     Cash  paid  by the Partnership for interest was $62,000  and
     $2,764,000 during the nine months ended September  30,  1996
     and 1995, respectively.


(5)  Debt

                                       September 30, December 31,
                                           1996         1995
                                       ------------  ------------
                                          amounts in thousands
                                                     
     Newport News Bank Credit Facility(a) $   --       23,400
     Subordinated promissory note                    
      payable to Cablevision (b)              --          855
                                          ------       ------
                                          $   --       24,255
                                          ======       ======                 

          (a)   The Newport News Bank Credit Facility was  repaid
                in  full in January 1996 with proceeds from the Newport
                News Sale.  See note 2.

          (b)   Interest  accrued  at 13.55%  per  annum  on  the
                subordinated  notes.  Accrued  interest   amounted   to
                $216,000 at December 31, 1995 and was included with the
                subordinated notes.  At December 31, 1995, all  of  the
                amounts  due  under the subordinated notes  related  to
                Newport  News.   In  January 1996 the Partnership  used
                proceeds  from  the Newport News Sale to repay  amounts
                due under the subordinated notes.  See notes 2 and 6.

(6)  Transactions with Related Parties
     ---------------------------------
     The   Partnership   purchased  programming   services   from
     affiliates of TCI.  The charges, which approximated such TCI
     affiliates'  cost  and  were  based  upon  the   number   of
     subscribers served by the Partnership, aggregated $5,236,000
     during the nine months ended September 30, 1995.

     The Partnership has a management agreement with Cablevision,
     whereby  Cablevision  is  responsible  for  performing   all
     services  necessary for the management of the  Partnership's
     cable   television  systems.   As  compensation  for   these
     services, the Partnership pays a management fee equal to  6%
     (approximately 5-1/2% to Cablevision and 1/2% to PCC) of the
     Partnership's  gross revenue, as defined in  the  management
     agreement.   Such fees aggregated $1,659,000  for  the  nine
     months ended September 30, 1995.

                                                      (continued)
                               I-9

<PAGE>
              AMERICAN CABLE TV INVESTORS 4, LTD.
               (A Colorado Limited Partnership)
                     AND SUBSIDIARIES

           Notes to Consolidated Financial Statements

     The  Partnership also 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, marketing, technical or  other
     services.   Such  reimbursements  amounted  to  $27,000  and
     $500,000  for the nine months ended September 30,  1996  and
     1995, respectively.

     The  Colton  System shared office facilities, personnel  and
     certain  distribution assets with certain  affiliated  cable
     television  systems.  As a result,  certain  of  the  Colton
     System's  operating and administrative salaries and expenses
     were  allocated  based  upon the Colton  System's  estimated
     utilization of such office facilities and personnel.  ACT  4
     sold  the Colton System to an indirect subsidiary of TCI  on
     July 3, 1995.  See note 2.

     Cablevision and PCC had agreed to defer payment  of  certain
     management fees and expense reimbursements owed to  them  by
     the  Partnership, which were in excess of the payment amount
     allowed  by  the  terms  of  the Partnership's  bank  credit
     facilities.  In addition, Cablevision made advances  to  the
     Partnership.   Such  deferred  amounts  and  advances   were
     evidenced by subordinated notes payable to Cablevision.  See
     note  5.  Total interest charged by Cablevision for the nine
     months ended September 30, 1995 was $366,000.

     The Partnership was obligated to pay a disposition fee equal
     to  3%  (2-1/4% to Cablevision and 3/4% to PCC) of the gross
     proceeds  from  the sale of any of its cable systems.   Such
     fee  was  due and payable at the time the cable  system  was
     sold  if  the  consideration received was greater  than  its
     adjusted  cost,  as  defined in ACT 4's limited  partnership
     agreement.   The  Partnership  paid  disposition   fees   of
     $3,668,000  and  $1,239,000 during  the  nine  months  ended
     September  30,  1996 and 1995, respectively,  in  connection
     with certain of the Sales Transactions.  See note 2.

     Amounts due to related parties, which represent non-interest-
     bearing payables to TCI and its affiliates, consist  of  the
     net effect of cash advances and certain intercompany expense
     allocations.


(7)  Minority Interest
     -----------------
     Through  December 31, 1995, ACT 4 allocated to ACT 5  losses
     of  Newport News in excess of ACT 5's investment in  Newport
     News.  At  December  31, 1995, aggregate  excess  losses  of
     $4,206,000  were  reflected as an asset in the  accompanying
     consolidated  balance sheets. The gain allocated  to  ACT  5
     upon the consummation of the Newport News Sale was more than
     sufficient to offset such excess losses.  See note 2.

                                                      (continued)
                           I-10

<PAGE>
              AMERICAN CABLE TV INVESTORS 4, LTD.
               (A Colorado Limited Partnership)
                    AND SUBSIDIARIES

          Notes to Consolidated Financial Statements
(8)  Contingencies
     --------------

     In  May 1996, Citizens-Century filed a claim for a breach of
     warranty  in  connection  with the  Chino  Sale.   Citizens-
     Century  has not submitted to ACT 4 an estimate of the  cost
     associated  with  such claim.  The claim for indemnification
     has had and will continue to have the effect of delaying the
     release  of  funds from the Chino Escrow.  In addition,  any
     successful  indemnification claim will have  the  effect  of
     reducing  the amount of the Chino Escrow ultimately released
     to ACT 4. See note 2.

                              I-11

<PAGE>
              AMERICAN CABLE TV INVESTORS 4, LTD.
               (A Colorado Limited Partnership)
                     AND SUBSIDIARIES
 

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

      The following discussion should be read in conjunction with
the accompanying consolidated statements and ACT 4's December 31,
1995 Annual Report on Form 10-K.

          General
          -------
      Sales  Transactions.  During 1995, ACT 4 sold  the  Wholly-
Owned Systems in three separate sales transactions.  In addition,
on January 1, 1996 the Newport News System was sold.  As a result
of  the  Sales Transactions, 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.
For  additional  information, see  note  2  to  the  accompanying
consolidated financial statements.

     Material Changes in Results of Operations
     -----------------------------------------
     As a result of the Sales Transactions, the Partnership is no
longer  engaged in the cable television business and is currently
seeking to make a final determination of its liabilities so  that
liquidating  distributions can be made  in  connection  with  its
dissolution.    Accordingly,   the   Partnership's   results   of
operations  for  the  nine months ended September  30,  1996  are
primarily   comprised  of  selling,  general  and  administrative
("SG&A")  expenses, the gain from the Newport News Sale, interest
income  and  the minority interest's share of Newport  News'  net
earnings.    The   Partnership's  SG&A  expenses  are   comprised
primarily  of  costs  associated with the administration  of  the
Partnership. The gain from the Newport News Sale has been reduced
by  $510,000 to reflect certain of Newport News' operating  costs
and expenses which were incurred in 1995 but which were reflected
in the 1996 financial records of Newport News.  See note 2 to the
accompanying consolidated financial statements.

      Interest  income increased  $236,000 and $611,000 during the
three and nine month periods ended September 30, 1996,respectively,
as compared to the corresponding prior year periods. Such increases
are  due  to (i)  an  increase  in  the  average  balance  of the 
Partnership's cash and cash  equivalents and (ii) interest earned 
on the Newport News Escrow and the Kona Escrow.

          Material Changes in Financial Condition
          --------------------------------------
       ACT   4   anticipates  that  it  will   make   liquidating
distributions  in  connection with its  dissolution  as  soon  as
possible  following the final determination and  satisfaction  of
the  Partnership's liabilities, but not prior to the  release  of
funds from the  Chino Escrow. In May 1996, Citizens-Century filed
a  claim  for a breach of warranty in connection with  the  Chino
Sale.  Citizens-Century has not submitted to ACT 4 an estimate of
the   cost   associated   with  such  claim.    The   claim   for
indemnification has had and will continue to have the  effect  of
delaying  the  release  of  funds  from  the  Chino  Escrow.   In
addition,  any  successful indemnification claim  will  have  the
effect  of  reducing  the amount of the Chino  Escrow  ultimately
released to ACT 4.


                                                                 
                                                      (continued)
                              I-12
<PAGE>


               AMERICAN CABLE TV INVESTORS 4, LTD.
                (A Colorado Limited Partnership)
                        AND SUBSIDIARIES


     Material Changes in Financial Condition
     ---------------------------------------
      During  the  nine  months  ended September  30,  1996,  the
Partnership  used cash proceeds received in connection  with  the
Sales  Transactions to make distributions to its partners and  to
fund   other  financing  and  operating  activities.    See   the
Partnership's  consolidated statements  of  cash  flows  included
within the accompanying consolidated financial statements.
                         
                           I-13

             AMERICAN CABEL TV INVESTORS 4, LTD.
             (A Colorado Limited Partnership)
                    AND SUBSIDIARIES


PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          (27 ) Financial Data Schedule

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

                               II-1

<PAGE>
                           SIGNATURES


Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.

                                AMERICAN CABLE TV INVESTORS 4, LTD.
                                 (A Colorado Limited Partnership)
                                
                                By: IR-TCI PARTNERS IV, L.P.,
                                    Its General Partner
                                    
                                By: TCI VENTURES FOUR, INC.,
                                    A General Partner
                                    
                                    
                                    
Date: November 13, 1996         By: /s/ Gary K. Bracken
                                    Gary K. Bracken
                                    Vice President and Controller
                                    (Principal Accounting Officer)
                                    

                              II-2


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                           1,896
<SECURITIES>                                         0
<RECEIVABLES>                                      308
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  11,729
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                       8,903
<TOTAL-LIABILITY-AND-EQUITY>                    11,729
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  10
<INCOME-PRETAX>                                 60,238
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             60,238
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    60,238
<EPS-PRIMARY>                                   422.08
<EPS-DILUTED>                                        0<F1>
<FN>
<F1>(EPS-Primary) Amount represents net earnings per limited partner.
</FN>
        

</TABLE>


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