<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 2, 1997
Date of Earliest Event Reported: May 19, 1997
AMERICAN CABLE TV INVESTORS 5, LTD.
--------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Colorado 0-16784 84-1048934
- ------------ ------------ -------------
(State of (Commission (IRS Employer
Formation) File Number) Identification No.)
5619 DTC Parkway, Englewood, Colorado 80111
--------------------------------------------
(Address of Principal Executive Offices)
(303) 267-5500
---------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
As of May 19, 1997, American Cable TV Investors 5, Ltd. (the
"Partnership" or "ACT 5") had processed requests in 1997 for the
transfer of the Partnership's limited partner units ("Units")
representing 5% of the total Units. In order to maintain ACT 5's
partnership status for federal income tax purposes, no more than
5% of the Units can be transferred in any one tax year.
Accordingly, the Partnership will not process any additional
requests for the transfer of Units for the remainder of 1997.
<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 of the undersigned thereunto duly authorized.
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)
By: IR-TCI PARTNERS V, L.P.,
Its General Partner
By: TCI VENTURES FIVE, INC.,
A General Partner
Date: June 2, 1997 By: /s/ Gary K. Bracken
-----------------------------
Gary K. Bracken
Vice President and Controller
(Principal Accounting Officer)
