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 (Date of earliest event reported): June 30, 1997

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

Colorado 0-13171 84-0917842
- ------------------------ ------- ------------------
(State of Organization) (Commission File No.) (IRS Employer
Identification No.)

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

Item 2. Sale of Assets
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On June 30, 1997, Cable TV Joint Fund 11, a joint venture (the
"Venture") among Cable TV Fund 11-A, Ltd., Cable TV Fund 11-B, Ltd., Cable TV
Fund 11-C, Ltd. and Cable TV Fund 11-D, Ltd., Colorado limited partnerships (the
"Partnerships"), sold the cable television system serving the City of Manitowoc,
Wisconsin (the "Manitowoc System") to a wholly owned subsidiary of Jones
Intercable, Inc. ("Intercable") for a sales price of approximately $16,000,000.
Intercable is the general partner of the Partnerships. Cable TV Fund 11-D, Ltd.
(the "Partnership") owns a 47 percent interest in the Venture.

The sale of the Manitowoc System was subject to the approval of the
holders of a majority of the limited partnership interests in each of the
Partnerships. Limited partners of record at the close of business on April 30,
1997 were entitled to notice of, and to participate in, this vote of limited
partners. Following are the results of the vote of the limited partners of each
of the limited partnerships:

NO. OF
------
INTERESTS
---------
ENTITLED APPROVED AGAINST ABSTAINED DID NOT VOTE
------- ------------- ------------ ---------- -------------
TO VOTE NO. % NO. % NO. % NO. %
------- ----- ----- ----- ---- ---- --- ------ ----

Cable TV Fund 11-A, Ltd. 46,725 31,898 68.3 241 0.5 453 1.0 14,133 30.2
Cable TV Fund 11-B, Ltd. 38,026 27,394 72.0 104 0.3 282 0.7 10,246 27.0
Cable TV Fund 11-C, Ltd. 27,657 18,862 68.2 152 0.6 313 1.1 8,330 30.1
Cable TV Fund 11-D, Ltd. 50,000 34,386 68.8 135 0.3 516 1.0 14,963 29.9

The Venture will pay all of its indebtedness, which totaled approximately $2,583
at June 30, 1997, and then the net sale proceeds plus the Venture's cash on hand
will be distributed to the Partnerships in proportion to their ownership
interests in the Venture. The Partnership accordingly will receive 47 percent
of such proceeds, estimated to total approximately $9,117,693, which the
Partnership will distribute to its partners of record as of June 30, 1997. The
Partnership also will distribute its cash on hand from the remaining proceeds
from the prior sales of systems and from operations. Cash generated from
operations totaling approximately $595,701 will be distributed 99% to the
limited partners and 1% to the General Partner. Because the limited partners
have already received distributions in an amount in excess of the capital
initially contributed to the Partnership by the limited partners, the
Partnership's portion of the remaining proceeds from the sale of other Wisconsin
systems formerly owned by the Venture and the net proceeds from the sale of the
Manitowoc System will be

distributed 75 percent to the limited partners and 25 percent to the General
Partner. The limited partners of the Partnership, as a group, will receive
approximately $6,981,238, and the General Partner will receive approximately
$2,136,455. Limited partners will receive approximately $140 for each $500
limited partnership interest, or $280 for each $1,000 invested in the
Partnership, taking into account the prior distributions to limited partners
made in 1990. After the Partnership distributes these amounts, the Partnership
will be dissolved and liquidated.

Item 7. Financial Statements and Exhibits
---------------------------------

a. Historical financial statements are not required.

b. Pro forma financial statements reflecting the disposition of the
Manitowoc System are not being filed because the Manitowoc System represented
the sole remaining asset of the Partnership and the Partnership is now being
liquidated and dissolved.

c. Asset Purchase Agreement dated September 5, 1995 between Cable TV
Joint Fund 11 and Jones Intercable, Inc. relating to the Manitowoc System is
incorporated by reference from the Partnership's Current Report on Form 8-K
dated September 11, 1995.

Amendment to Asset Purchase Agreement dated September 30, 1996
between Cable TV Joint Fund 11 and Jones Intercable, Inc. is incorporated by
reference from the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1996.

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 hereunto duly authorized.

CABLE TV FUND 11-D, LTD.

By: Jones Intercable, Inc.,
its general partner

Dated: July 11, 1997 By:/s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President, General
Counsel and Secretary

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