FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
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 number: 0-14206

CABLE TV FUND 12-D, LTD.
(Exact name of registrant as specified in its charter)

Colorado 84-1010423
- ------------------------------------------ -----------------------------------
State of organization (IRS Employer Identification No.)

c/o Comcast Corporation
1500 Market Street,
Philadelphia, PA 19102-2148 (215) 665-1700
- ------------------------------------------ -----------------------------------
(Address of principal executive office (Registrant's telephone no.
and Zip Code) including area code)

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 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 (or for such shorter period that the
registrants were required to file such reports), and (2) has 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: [Not Applicable]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.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

CABLE TV FUND 12-D, LTD.
2001 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS

PART I

Item 1 Business.......................................................... 1
Item 2 Properties........................................................ 1
Item 3 Legal Proceedings................................................. 1
Item 4 Submission of Matters to a Vote of Security Holders............... 3

PART II
Item 5 Market for the Registrant's Common Stock and Related Security
Holder Matters.................................................... 3
Item 6 Selected Financial Data........................................... 3
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 4
Item 8 Financial Statements.............................................. 4
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................... 15

PART III
Item 10 Directors and Executive Officers of the Registrant................ 15
Item 11 Executive Compensation............................................ 15
Item 12 Security Ownership of Certain Beneficial Owners and Managers...... 15
Item 13 Certain Relationships and Related Transactions.................... 16
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K... 16
SIGNATURES................................................................... 17

This Annual Report on Form 10-K is for the year ending December 31, 2001.
This Annual Report modifies and supersedes documents filed by the Partnership
prior to the filing of this Annual Report. The Securities and Exchange
Commission (the "SEC") allows the Partnership to "incorporate by reference" into
this Annual Report information that it files with the SEC, which means that the
Partnership can disclose important information to limited partners by referring
them directly to those documents. Information incorporated by reference is
considered to be part of this Annual Report. In addition, information that the
Partnership files with the SEC in the future will automatically update and
supersede information contained in this Annual Report. Certain information
contained in this Annual Report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, included in this Annual Report that
address activities, events or developments that the Partnership or the General
Partner expects, believes or anticipates will or may occur in the future are
forward-looking statements. These forward-looking statements are based upon
certain assumptions and are subject to risks and uncertainties. Actual events or
results may differ from those discussed in the forward-looking statements as a
result of various factors.

PART I.
ITEM 1. BUSINESS

The Partnership. Cable TV Fund 12-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 12 Limited Partnership Program (the
"Program"). Comcast Cable Communications, Inc., a Delaware corporation, is the
General Partner of the Partnership (the "General Partner"). Cable TV Fund 12-B,
Ltd. ("Fund 12-B") and Cable TV Fund 12-C, Ltd. ("Fund 12-C") are other
partnerships that were formed pursuant to the Program. In 1986, the Partnership,
Fund 12-B and Fund 12-C formed a general partnership known as Cable TV Fund
12-BCD Venture (the "Venture"), in which the Partnership owns a 76% interest,
Fund 12-B owns a 9% interest and Fund 12-C owns a 15% interest. The Partnership
and the Venture were formed for the purpose of acquiring and operating cable
television systems. The Partnership does not own any cable television systems.
The Partnership owns a 76% interest in the Venture. The Venture no longer owns
any cable television systems.

General Partner. On April 7, 1999, Comcast Corporation ("Comcast")
completed the acquisition of a controlling interest in Jones Intercable, Inc.
("Jones Intercable"), the Partnership's general partner until March 2, 2000. In
December 1999, Comcast and Jones Intercable entered into a definitive merger
agreement pursuant to which Comcast agreed to acquire all of the outstanding
shares of Jones Intercable not yet owned by Comcast. On March 2, 2000, Jones
Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned
subsidiary of Comcast. As a result of this transaction, Jones Intercable no
longer exists and Comcast JOIN Holdings, Inc. continued as the surviving
corporation of the merger. On August 1, 2000, Comcast JOIN Holdings, Inc. was
merged with and into Comcast Cable Communications, Inc. ("Comcast Cable"), a
wholly owned subsidiary of Comcast. Comcast Cable is now the General Partner of
the Partnership. References in this Annual Report to "the General Partner" refer
to Comcast Cable. The General Partner shares corporate offices with Comcast at
1500 Market Street, Philadelphia, Pennsylvania 19102-2148.

ITEM 2. PROPERTIES

As of December 31, 2001, neither the Partnership nor the Venture owned any
cable television systems.

ITEM 3. LEGAL PROCEEDINGS

Litigation Challenging Jones Intercable's Acquisitions of the Albuquerque and
Palmdale Systems

In June 1999, Jones Intercable was named a defendant in a case captioned City
Partnership Co., derivatively on behalf of Cable TV Fund 12-C, Ltd., Cable TV
Fund 12-D, Ltd. and Cable TV Fund 12-BCD Venture, plaintiff v. Jones Intercable,
Inc., defendant and Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd. and Cable
TV Fund 12-BCD Venture, nominal defendants (U.S. District Court, District of
Colorado, Civil Action No. 99-WM-1155) (the "City Partnership" case) brought by
City Partnership Co., a limited partner of the named partnerships. The
plaintiff's complaint alleges that Jones Intercable breached its fiduciary duty
to the plaintiff and to the other limited partners of the partnerships and to
the Venture in connection with the Venture's sale of the Palmdale, California
cable communications system (the "Palmdale System") to a subsidiary of Jones
Intercable in December 1998. The complaint alleges that Jones Intercable
acquired the Palmdale System at an unfairly low price that did not accurately
reflect the market value of the Palmdale System. The plaintiff also alleges that
the proxy solicitation materials delivered to the limited partners of the
partnerships in connection with the votes of the limited partners on the
Venture's sale of the Palmdale System contained inadequate and misleading
information concerning the fairness of the transaction, which the plaintiff
claims caused Jones Intercable to breach its fiduciary duty of candor to the
limited partners and which the plaintiff claims constituted acts and omissions
in violation of Section 14(a) of the Securities Exchange Act of 1934, as
amended. Plaintiff also claims that Jones Intercable breached the contractual
provision of the partnerships' limited partnership agreements requiring that the
sale price be determined by the average of three separate, independent
appraisals, challenging both the independence and the currency of the
appraisals. The complaint finally seeks declaratory injunctive relief to prevent
Jones Intercable from making use of the partnerships' funds to finance Jones
Intercable's defense of this litigation.

Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S.
District Court, District of Colorado, Civil Action No. 99-B-1508) (the "Gramercy
Park" case) brought as a class and derivative action by limited partners of the
named partnerships. The plaintiffs' complaint alleges that the defendants made
false and misleading statements to the limited partners of the named
partnerships in connection with the solicitation of proxies and the votes of the
limited partners on the sales of the Palmdale System, the Albuquerque, New
Mexico cable communications system (the "Albuquerque System"), the Littlerock,
California cable communications system (the "Littlerock System") and the Calvert
County, Maryland cable communications system (the "Calvert County System") by
the named partnerships to Jones Intercable or one of its subsidiaries in
violation of Sections 14 and 20 of the Securities Exchange Act of 1934, as
amended. The plaintiffs specifically allege that the proxy statements delivered
to the limited partners in connection with the limited partners' votes on these
sales were false, misleading and failed to disclose material facts necessary to
make the statements made not misleading. The plaintiffs' complaint also alleges
that the defendants breached their fiduciary duties to the plaintiffs and to the
other limited partners of the named partnerships and to the named partnerships
in connection with the various sales of the Albuquerque System, the Palmdale
System, the Littlerock System and the Calvert County System to subsidiaries of
Jones Intercable. The complaint alleges that Jones Intercable acquired these
cable communications systems at unfairly low prices that did not accurately
reflect the market values of the systems. The plaintiffs seek on their own
behalf and on behalf of all other limited partners compensatory and nominal
damages, the costs and expenses of the litigation, including reasonable
attorneys' and experts' fees, and punitive and exemplary damages.

In September 1999, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B,
Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court,
District of Colorado, Civil Action No. 99-WM-1702) ("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the Schumacher plaintiffs' complaint is similar to the
allegations raised in the Gramercy Park case.

In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd.,
Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
Colorado, Civil Action No. 99-B-1778) ("Margolin") brought as a class and
derivative action by three limited partners of the named partnerships. The
substance of the Margolin plaintiffs' complaint is similar to the allegations
raised in the Gramercy Park case.

In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging Jones
Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert
County Systems because these cases involve common questions of law and fact. The
cases are presented as both class and derivative actions. In June 2001, the
plaintiffs filed a motion for class certification. In August 2001, the General
Partner filed a brief in opposition to plaintiffs' motion for class
certification. A hearing on the motion was held in October 2001. If the
plaintiffs' motion for class certification is denied, the cases would proceed
only as derivative actions.

The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims for
damages, and the General Partner intends to defend these lawsuits vigorously.

Litigation Relating to Limited Partnership List Requests

In July 1999, Jones Intercable, each of its subsidiaries that served as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
of California, Case No. BC 213632).

Plaintiffs allege that certain of them formed a plan to acquire up to 4.9%
of the limited partnership interests in each of the managed partnerships named
as defendants, and that plaintiffs were frustrated in this purpose by Jones
Intercable's alleged refusal to provide plaintiffs with lists of the names and
addresses of the limited partners of these partnerships. The complaint alleges
that Jones Intercable's actions constituted a breach of contract, a breach of
Jones Intercable's implied covenant of good faith and fair dealing owed to the
plaintiffs as limited partners, a breach of Jones Intercable's fiduciary duty
owed to the plaintiffs as limited partners and tortious interference with
prospective economic advantage. Plaintiffs allege that Jones Intercable's
failure to provide them with the partnership lists

prevented them from making their tender offers and that they have been injured
by such action in an amount to be proved at trial, but not less than $17
million.

In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs leave to amend their complaint to attempt to cure the deficiencies in
the pleadings. The plaintiffs filed their first amended complaint in January
2000. Defendants demurred to the amended complaint in March 2000. In May 2000,
the Court sustained the defendants' demurrers without leave to amend as to all
plaintiffs except KM Investments, the sole plaintiff that was a limited partner
in any of the partnerships, thereby dismissing all claims on the merits except
those of KM Investments. In August 2000, all plaintiffs except KM Investments
appealed this ruling to the California State Court of Appeal for the Second
Appellate District. In June 2001, the appellate court ruled that all of the
plaintiffs have standing to bring the action, and the trial court's judgment was
reversed. The case is now proceeding to discovery and a trial is set for October
2002.

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 December 31, 2001, the number of equity security holders in
the Partnership was 16,380.

ITEM 6. SELECTED FINANCIAL DATA

For the Year Ended December 31,
--------------------------------------------------------------------------------
Cable TV Fund 12-D, Ltd. (1) 2001 2000 1999 1998 1997
- ---------------------------- ---------- ---------- ---------- ---------- ----------

Revenues................................ $ $ $ $59,492,754 $82,675,018
Depreciation and Amortization........... 16,500,689 21,837,251
Operating Income ....................... 3,924,809 6,129,688
Minority Interest in Consolidated.......
(Income) Loss ....................... (16,924) 25,706 (59,864,240) 1,173,555
Net (Loss) Income....................... (154,833) (148,009) (79,388) 183,858,739 (2) (3,624,693)
Net (Loss) Income per Limited...........
Partnership Unit...................... (.49) (.47) (.25) 683.15 (2) (15.12)
Weighted Average Number of Limited
Partnership Units Outstanding........ 237,339 237,339 237,339 237,339 237,339
General Partner's Capital (Deficit)..... 363,791 402,499 439,501 459,348 (108,581)
Limited Partners' Capital (Deficit)..... 1,091,364 1,207,489 1,318,496 1,378,037 (20,175,212)
Total Assets............................ 1,465,097 1,613,430 2,327,155 69,325,751 124,269,504
Debt.................................... 144,308,462
General Partner Advances................ 9,942 3,442
<FN>
(1) For all periods prior to the Venture's liquidation in 2000, the above
financial information historically represents the consolidated operations
of Cable TV Fund 12-D, Ltd., including Cable TV Fund 12-BCD Venture (the
"Venture"), in which Cable TV Fund 12-D, Ltd. has a 76 percent equity
interest.

(2) Net income resulted primarily from the sales of the Albuquerque System and
the Palmdale System by the Venture in June 1998 and December 1998,
respectively.
</FN>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion contains, in addition to historical information,
forward-looking statements that are based upon certain assumptions and are
subject to a number of risks and uncertainties.

FINANCIAL CONDITION

Cable TV Fund 12-D, Ltd.
The Venture was liquidated in 2000 and therefore, the Partnership has no
investment in the Venture at December 31, 2001. The only asset of the
Partnership at December 31, 2001 was its cash on hand of approximately
$1,465,000, which will be held in reserve and used to pay the administrative
expenses of the Partnership until it is dissolved. The Partnership and the
Venture will not be dissolved until after all pending litigation relating to the
Partnership and the Venture has been resolved and terminated.

Taking into account all distributions that have been made, the
Partnership's limited partners have received $767 for each $500 limited
partnership interest, or $1,534 for each $1,000 invested in the Partnership.

RESULTS OF OPERATIONS

The Venture was liquidated in 2000 and the Partnership conducted no
operations in 2001 or 2000; therefore, a discussion of results of operations
would not be meaningful. Administrative and other expense, net incurred by the
Partnership of $222,346 in 2001 and $215,320 in 2000 primarily related to
various costs associated with the administration of the Partnership. Interest
income incurred in 2001 and 2000 of $67,513 and $87,478, respectively, was
earned on the cash balance on hand. Prior to its liquidation, the Venture earned
interest income of $69,191 in 2000 on its cash balance on hand and its cash was
distributed to its Venture partners. Other expense incurred by the Venture of
$381,802 in 1999 primarily related to various costs associated with the
administration of the Venture. The Partnership is expected to be dissolved when
the remaining litigation against it is concluded. Until that time,
administrative expenses will continue to be incurred.

ITEM 8. FINANCIAL STATEMENTS

The audited financial statements of the Partnership as of December 31, 2001
and 2000 and for the three years in the period ended December 31, 2001 follow.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------

To the Partners of Cable TV Fund 12-D, Ltd.:

We have audited the accompanying consolidated balance sheet of CABLE TV
FUND 12-D, LTD. (a Colorado limited partnership) and subsidiary as of December
31, 2001 and 2000, and the related consolidated statements of operations,
partners' capital and cash flows for each of the three years in the period ended
December 31, 2001. These consolidated financial statements are the
responsibility of the general partner's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Cable TV Fund 12-D, Ltd. and subsidiary as of December 31, 2001 and 2000, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.

/s/ ARTHUR ANDERSEN, LLP

Denver, Colorado,
March 26, 2002.

CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)

CONSOLIDATED BALANCE SHEET

December 31,
ASSETS 2001 2000
------ --------------- ---------------

Cash $1,465,097 $1,613,430
--------------- ---------------

Total assets.................................................. $1,465,097 $1,613,430
=============== ===============

LIABILITIES AND PARTNERS' CAPITAL
---------------------------------

LIABILITIES:
Advances from affiliates.......................................... $9,942 $3,442
--------------- ---------------

Total liabilities............................................. 9,942 3,442
--------------- ---------------

Commitments and Contingencies (Note 5)

PARTNERS' CAPITAL:
General Partner-
Contributed capital............................................... 1,000 1,000
Distributions..................................................... (21,153,765) (21,153,765)
Accumulated earnings.............................................. 21,516,556 21,555,264
--------------- ---------------

363,791 402,499
--------------- ---------------

Limited Partners-
Net contributed capital (237,339 units outstanding
at December 31, 2001 and 2000).................................. 102,198,175 102,198,175
Distributions..................................................... (182,130,796) (182,130,796)
Accumulated earnings.............................................. 81,023,985 81,140,110
--------------- ---------------

1,091,364 1,207,489
--------------- ---------------

Total liabilities and partners' capital....................... $1,465,097 $1,613,430
=============== ===============

See notes to consolidated financial statements.

CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)

CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31,
2001 2000 1999
------------- ------------- -------------

INCOME (EXPENSE):
Interest expense......................................... $ ($3,243) $15,013
Interest income.......................................... 67,513 87,478 276,708
Administrative expenses and other, net................... (222,346) (215,320) (396,815)
------------- ------------- -------------
(154,833) (131,085) (105,094)
------------- ------------- -------------

CONSOLIDATED NET LOSS....................................... (154,833) (131,085) (105,094)

MINORITY INTEREST IN CONSOLIDATED
NET (LOSS) INCOME........................................ (16,924) 25,706
------------- ------------- -------------

NET LOSS.................................................... ($154,833) ($148,009) ($79,388)
============= ============= =============

ALLOCATION OF NET LOSS:
General Partner.......................................... ($38,708) ($37,002) ($19,847)
============= ============= =============

Limited Partners......................................... ($116,125) ($111,007) ($59,541)
============= ============= =============

NET LOSS PER LIMITED PARTNERSHIP UNIT....................... ($0.49) ($0.47) ($0.25)
============= ============= =============

WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING........................................ 237,339 237,339 237,339
============= ============= =============

See notes to consolidated financial statements.

CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)

CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

Year Ended December 31,
2001 2000 1999
------------- ------------- -------------

GENERAL PARTNER:
Balance, beginning of year............................. $402,499 $439,501 $459,348
Net loss............................................... (38,708) (37,002) (19,847)
------------- ------------- -------------

Balance, end of year................................... $363,791 $402,499 $439,501
============= ============= =============

LIMITED PARTNERS:
Balance, beginning of year............................. $1,207,489 $1,318,496 $1,378,037
Net loss............................................... (116,125) (111,007) (59,541)
------------- ------------- -------------

Balance, end of year................................... $1,091,364 $1,207,489 $1,318,496
============= ============= =============

See notes to consolidated financial statements.

CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Year Ended December 31,
2001 2000 1999
------------- ------------- --------------

OPERATING ACTIVITIES:
Net loss................................................... ($154,833) ($148,009) ($79,388)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Minority interest in consolidated income (loss)........ 16,924 (25,706)
Decrease in accounts payable and accrued liabilities
and subscriber payments.............................. (18,000)
Transactions with affiliates........................... 6,500 2,330,295 (2,376,604)
------------- ------------- --------------

Net cash (used in) provided by operating activities.. (148,333) 2,199,210 (2,499,698)
------------- ------------- --------------

FINANCING ACTIVITIES:
Distribution to limited partners........................... (50,481,940)
Distribution to venture partners........................... (586,082) (16,343,811)
------------- ------------- --------------

Net cash used in financing activities................ (586,082) (66,825,751)
------------- ------------- --------------

(Decrease) increase in cash................................... (148,333) 1,613,128 (69,325,449)

Cash, beginning of year....................................... 1,613,430 302 69,325,751
------------- ------------- --------------

Cash, end of year............................................. $1,465,097 $1,613,430 $302
============= ============= ==============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid.............................................. $581 $2,662 $
============= ============= ==============

See notes to consolidated financial statements.

CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business
Cable TV Fund 12-D, Ltd. ("Fund 12-D" or the "Partnership"), a Colorado
limited partnership, was formed on February 5, 1986, under a public
program sponsored by Jones Intercable, Inc. ("Jones Intercable"). Fund
12-D was formed to acquire, construct, develop and operate cable
television systems.

Formation of Joint Venture
On March 17, 1986, Cable TV Fund 12-B, Ltd. ("Fund 12-B"), Cable TV
Fund 12-C, Ltd. ("Fund 12-C") and Fund 12-D (collectively, the "Venture
Partners") formed Cable TV Fund 12-BCD Venture (the "Venture"). The
Venture was formed for the purpose of acquiring certain cable
television systems. The Venture owned the cable television systems
serving Tampa, Florida (the "Tampa System"), Albuquerque, New Mexico
(the "Albuquerque System") and Palmdale, California (the "Palmdale
System"). Prior to 1999, the Venture sold all of its cable television
systems. The Venture was liquidated in 2000, and therefore, the
Partnership has no investment in the Venture at December 31, 2001.

General Partner
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in Jones Intercable, the
Partnership's general partner until March 2, 2000. In December 1999,
Comcast and Jones Intercable entered into a definitive merger agreement
pursuant to which Comcast agreed to acquire all of the outstanding
shares of Jones Intercable not yet owned by Comcast. On March 2, 2000,
Jones Intercable was merged with and into Comcast JOIN Holdings, Inc.,
a wholly owned subsidiary of Comcast. As a result of this transaction,
Jones Intercable no longer exists and Comcast JOIN Holdings, Inc.
continued as the surviving corporation of the merger. On August 1,
2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast
Cable Communications, Inc. ("Comcast Cable"), a wholly owned subsidiary
of Comcast. Comcast Cable is now the General Partner of the
Partnership. References in these Notes to "the General Partner" refer
to Comcast Cable. The General Partner shares corporate offices with
Comcast at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148.

Contributed Capital
The capitalization of the Partnership is set forth in the accompanying
Consolidated Statement of Partners' Capital. No limited partner is
obligated to make any additional contributions to partnership capital.

Jones Intercable purchased its general partner interest in the
Partnership by contributing $1,000 to partnership capital. Comcast
Cable now owns this general partner interest.

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 were 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.

Taking into account all distributions that have been made to the
Partnership from those sales, the Partnership's limited partners have
received $767 for each $500 limited partner interest, or $1,534 for
each $1,000 limited partner interest.

CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting
The accompanying consolidated financial statements have been prepared
on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States. Fund 12-D's tax
returns were also prepared on the accrual basis.

Management's Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent 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.

Principles of Consolidation
The accompanying consolidated financial statements historically include
100 percent of the accounts of Fund 12-D and those of the Venture
reduced by the approximate 24 percent minority interest in the Venture.
All inter-partnership accounts and transactions have been eliminated.

Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Venture and the
Partnership considered all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

Distribution Ratios and Reimbursements
Any partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and
interest payments and cash expenses) were allocated 99 percent to the
limited partners and 1 percent to General Partner. Any distributions
other than interest income on limited partnership 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, were made as follows:
first, to the limited partners in an amount which, together with all
prior distributions, equaled the amount initially contributed by the
limited partners; the balance, 75 percent to the limited partners and
25 percent to the General Partner.

The Partnership reimburses its general partner for certain
administrative expenses. These expenses represent the salaries and
related benefits paid for corporate personnel. Such personnel provide
administrative, accounting, tax, legal and investor relations services
to the Partnership. Such services, and their related costs, are
necessary to the administration of the Partnership until the
Partnership is dissolved. Reimbursements made to the General Partner by
the Partnership for administrative expenses were $109,366 and $139,013
in 2001 and 2000, respectively. Reimbursements made to the General
Partner by the Venture for overhead and administrative expenses were
$101,073 in 1999, of which $76,350 was attributable to the Partnership.
Such charges were included in operating costs in the accompanying
Consolidated Statement of Operations during the periods that the
Venture operated its cable television systems. Subsequent to the sale
of the Venture's final cable television system, such charges were
included in Administrative expenses and other, net in the accompanying
Consolidated Statement of Operations.

(4) INCOME TAXES

Income taxes have not been recorded in the accompanying consolidated
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

CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

(5) COMMITMENTS AND CONTINGENCIES

Litigation Challenging Jones Intercable's Acquisitions of the
Albuquerque and Palmdale Systems

In June 1999, Jones Intercable was named a defendant in a case
captioned City Partnership Co., derivatively on behalf of Cable TV Fund
12-C, Ltd., Cable TV Fund 12-D, Ltd. and Cable TV Fund 12-BCD Venture,
plaintiff v. Jones Intercable, Inc., defendant and Cable TV Fund 12-C,
Ltd., Cable TV Fund 12-D, Ltd. and Cable TV Fund 12-BCD Venture,
nominal defendants (U.S. District Court, District of Colorado, Civil
Action No. 99-WM-1155) (the "City Partnership" case) brought by City
Partnership Co., a limited partner of the named partnerships. The
plaintiff's complaint alleges that Jones Intercable breached its
fiduciary duty to the plaintiff and to the other limited partners of
the partnerships and to the Venture in connection with the Venture's
sale of the Palmdale, California cable communications system (the
"Palmdale System") to a subsidiary of Jones Intercable in December
1998. The complaint alleges that Jones Intercable acquired the Palmdale
System at an unfairly low price that did not accurately reflect the
market value of the Palmdale System. The plaintiff also alleges that
the proxy solicitation materials delivered to the limited partners of
the partnerships in connection with the votes of the limited partners
on the Venture's sale of the Palmdale System contained inadequate and
misleading information concerning the fairness of the transaction,
which the plaintiff claims caused Jones Intercable to breach its
fiduciary duty of candor to the limited partners and which the
plaintiff claims constituted acts and omissions in violation of Section
14(a) of the Securities Exchange Act of 1934, as amended. Plaintiff
also claims that Jones Intercable breached the contractual provision of
the partnerships' limited partnership agreements requiring that the
sale price be determined by the average of three separate, independent
appraisals, challenging both the independence and the currency of the
appraisals. The complaint finally seeks declaratory injunctive relief
to prevent Jones Intercable from making use of the partnerships' funds
to finance Jones Intercable's defense of this litigation.

In August 1999, Jones Intercable was named a defendant in a case
captioned Gramercy Park Investments, LP, Cobble Hill Investments, LP
and Madison/AG Partnership Value Partners II, plaintiffs v. Jones
Intercable, Inc. and Glenn R. Jones, defendants, and Cable TV Fund
12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable
TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants
(U.S. District Court, District of Colorado, Civil Action No. 99-B-1508)
(the "Gramercy Park" case) brought as a class and derivative action by
limited partners of the named partnerships. The plaintiffs' complaint
alleges that the defendants made false and misleading statements to the
limited partners of the named partnerships in connection with the
solicitation of proxies and the votes of the limited partners on the
sales of the Palmdale System, the Albuquerque, New Mexico cable
communications system (the "Albuquerque System"), the Littlerock,
California cable communications system (the "Littlerock System") and
the Calvert County, Maryland cable communications system (the "Calvert
County System") by the named partnerships to Jones Intercable or one of
its subsidiaries in violation of Sections 14 and 20 of the Securities
Exchange Act of 1934, as amended. The plaintiffs specifically allege
that the proxy statements delivered to the limited partners in
connection with the limited partners' votes on these sales were false,
misleading and failed to disclose material facts necessary to make the
statements made not misleading. The plaintiffs' complaint also alleges
that the defendants breached their fiduciary duties to the plaintiffs
and to the other limited partners of the named partnerships and to the
named partnerships in connection with the various sales of the
Albuquerque System, the Palmdale System, the Littlerock System and the
Calvert County System to subsidiaries of Jones Intercable. The
complaint alleges that Jones Intercable acquired these cable
communications systems at unfairly low prices that did not accurately
reflect the market values of the systems. The plaintiffs seek on their
own behalf and on behalf of all other limited partners compensatory and
nominal damages, the costs and expenses of the litigation, including
reasonable attorneys' and experts' fees, and punitive and exemplary
damages.

CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 1999, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas,
plaintiffs v. Jones Intercable, Inc. and Glenn R. Jones, defendants and
Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D,
Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal
defendants (U.S. District Court, District of Colorado, Civil Action No.
99-WM-1702) ("Schumacher") brought as a class and derivative action by
three limited partners of the named partnerships. The substance of the
Schumacher plaintiffs' complaint is similar to the allegations raised
in the Gramercy Park case.

In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs
v. Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV
Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd.,
Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal
defendants (U.S. District Court, District of Colorado, Civil Action No.
99-B-1778) ("Margolin") brought as a class and derivative action by
three limited partners of the named partnerships. The substance of the
Margolin plaintiffs' complaint is similar to the allegations raised in
the Gramercy Park case.

In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging
Jones Intercable's acquisitions of the Albuquerque, Palmdale,
Littlerock and Calvert County Systems because these cases involve
common questions of law and fact. The cases are presented as both class
and derivative actions. In June 2001, the plaintiffs filed a motion for
class certification. In August 2001, the General Partner filed a brief
in opposition to plaintiffs' motion for class certification. A hearing
on the motion was held in October 2001. If the plaintiffs' motion for
class certification is denied, the cases would proceed only as
derivative actions.

The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims
for damages, and the General Partner intends to defend these lawsuits
vigorously.

Litigation Relating to Limited Partnership List Requests

In July 1999, Jones Intercable, each of its subsidiaries that served as
general partners of Jones Intercable's managed partnerships and most of
Jones Intercable's managed partnerships, including the Partnership,
were named defendants in a case captioned Everest Cable Investors, LLC,
Everest Properties, LLC, Everest Properties II, LLC and KM Investments,
LLC, plaintiffs v. Jones Intercable, Inc., et al., defendants (Superior
Court, Los Angeles County, State of California, Case No. BC 213632).

Plaintiffs allege that certain of them formed a plan to acquire up to
4.9% of the limited partnership interests in each of the managed
partnerships named as defendants, and that plaintiffs were frustrated
in this purpose by Jones Intercable's alleged refusal to provide
plaintiffs with lists of the names and addresses of the limited
partners of these partnerships. The complaint alleges that Jones
Intercable's actions constituted a breach of contract, a breach of
Jones Intercable's implied covenant of good faith and fair dealing owed
to the plaintiffs as limited partners, a breach of Jones Intercable's
fiduciary duty owed to the plaintiffs as limited partners and tortious
interference with prospective economic advantage. Plaintiffs allege
that Jones Intercable's failure to provide them with the partnership
lists prevented them from making their tender offers and that they have
been injured by such action in an amount to be proved at trial, but not
less than $17 million.

In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs'
complaint and a hearing on this matter was held in October 1999. In
December 1999, the Court sustained the defendants' demurrers in part
but the Court gave the plaintiffs leave to amend their complaint to
attempt to cure the deficiencies in the pleadings. The plaintiffs filed
their first amended complaint in January 2000. Defendants demurred to
the amended complaint in March 2000. In May 2000, the Court sustained
the defendants' demurrers without leave to amend as to all plaintiffs
except KM Investments, the sole plaintiff that was a limited partner in
any of the partnerships, thereby dismissing all claims on the merits
except those of KM Investments. In August 2000, all plaintiffs except

CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

KM Investments appealed this ruling to the California State Court of
Appeal for the Second Appellate District. In June 2001, the appellate
court ruled that all of the plaintiffs have standing to bring the
action, and the trial court's judgment was reversed. The case is now
proceeding to discovery and a trial is set for October 2002.

The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims
for damages, and the General Partner intends to defend this lawsuit
vigorously.

(6) UNAUDITED SUPPLEMENTARY DATA

Selected unaudited quarterly financial information is presented below:

First Second Third Fourth Total
2001 Quarter Quarter Quarter Quarter Year
- ---- ------------ ------------ ------------ ------------ ------------

Minority interest in consolidated
income................................. $ $ $ $ $
Net loss.................................. (20,076) (85,426) (16,288) (33,043) (154,833)
Net loss per limited partnership unit..... (.06) (.27) (.05) (.11) (.49)
Weighted average number of limited
partnership units outstanding.......... 237,339 237,339 237,339 237,339 237,339

First Second Third Fourth Total
2000 Quarter Quarter Quarter Quarter Year
- ---- ------------ ------------ ------------ ------------ ------------
Minority interest in consolidated
income................................. $ ($8,058) ($8,866) $ ($16,924)
Net loss.................................. (50,707) (38,457) (23,106) (35,739) (148,009)
Net loss per limited partnership unit..... (.16) (.12) (.07) (.12) (.47)
Weighted average number of limited
partnership units outstanding.......... 237,339 237,339 237,339 237,339 237,339

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 as of
December 31, 2001 is set forth below. Directors of the General Partner serve
until the next annual meeting of the General Partner and until their successors
shall be elected and qualified.

Ralph J. Roberts has served as Chairman of the General Partner's Board of
Directors since April 1999. Mr. Roberts has served as a Director of Comcast
Corporation and as the Chairman of its Board of Directors for more than five
years. Mr. Roberts is the father of Brian L. Roberts. He is 81 years old.

Brian L. Roberts has served as Vice Chairman of the General Partner's Board
of Directors since April 1999. Mr. Roberts has served as the President and as a
Director of Comcast Corporation for more than five years. Mr. Roberts also
serves as Manager of Sural Corporation, a privately held investment company that
is Comcast Corporation's controlling shareholder. Mr. Roberts is the Principal
Executive Officer of the General Partner and of Comcast Corporation. He is also
a Director of the Bank of New York. Mr. Roberts is a son of Ralph J. Roberts. He
is 42 years old.

Lawrence S. Smith has served as Executive Vice President and a Director of
the General Partner since April 1999. Mr. Smith has served as an Executive Vice
President of Comcast Corporation for more than five years. He is 54 years old.

Stanley L. Wang has served as Executive Vice President - Law and
Administration, Secretary and a Director of the General Partner since January
2000. Prior to that time, Mr. Wang served as a Senior Vice President and
Secretary and a Director of the General Partner since April 1999. Mr. Wang was
named Executive Vice President - Law and Administration of Comcast Corporation
in January 2000. Prior to that time, he served as a Senior Vice President and
Secretary and General Counsel of Comcast Corporation for more than five years.
He is 61 years old.

John R. Alchin has served as Executive Vice President and Treasurer of the
General Partner since January 2000. Prior to that time, Mr. Alchin served as a
Senior Vice President and Treasurer and a Director of the General Partner since
April 1999. Mr. Alchin was named an Executive Vice President of Comcast
Corporation in January 2000. Prior to that time, he served as a Senior Vice
President and Treasurer of Comcast Corporation for more than five years. Mr.
Alchin is the Principal Financial Officer of the General Partner and of Comcast
Corporation. He is 53 years old.

Lawrence J. Salva joined Comcast Corporation in January 2000 as Senior Vice
President and Chief Accounting Officer. Prior to that time, Mr. Salva was a
national accounting consulting partner in the public accounting firm of
PricewaterhouseCoopers for more than five years. Mr. Salva is a Senior Vice
President and the Principal Accounting Officer of the General Partner. He is 45
years old.

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no employees; however, various personnel are required
to administer the financial, tax and legal affairs of the Partnership and to
maintain the books and records of the Partnership. Such personnel are employed
by Comcast and, pursuant to the terms of the limited partnership agreement of
the Partnership, the costs of such employment are charged by Comcast to the
Partnership. See Item 13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS

As of December 31, 2001, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Partnership and the Venture reimburse the Partnership's general partner
for certain allocated overhead and administrative expenses. These expenses
represent the salaries and benefits paid to corporate personnel. Such personnel
provide administrative, tax, accounting, legal and investor relations services
to the Partnership and the Venture. The Partnership and the Venture will
continue to reimburse the Partnership's general partner for actual time spent on
Partnership and Venture business by employees of Comcast until the Partnership
and the Venture are liquidated and dissolved. During the years ended December
31, 2001 and 2000, such reimbursements made by the Partnership totaled $109,366
and $139,013, respectively. Reimbursements made to the General Partner by the
Venture for overhead and administrative expenses were $101,073 in 1999, of which
$76,350 was attributable to the Partnership. The Venture made no such
reimbursements in 2001 or 2000.

PART IV.

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

(a) The following consolidated financial statements of ours are included in
Part II, Item 8:

Independent Auditors' Report..........................................5
Consolidated Balance Sheet--December 31, 2001 and 2000................6
Consolidated Statement of Operations--Years
Ended December 31, 2001, 2000 and 1999................................7
Consolidated Statement of Partners' Capital--
Years Ended December 31, 2001, 2000 and 1999..........................8
Consolidated Statement of Cash Flows--Years
Ended December 31, 2001, 2000 and 1999................................9
Notes to Consolidated Financial Statements...........................10

(b) The following financial statement schedules required to be filed by Items 8
and 14(d) of Form 10-K are included in Part IV:

None

(d) Exhibits filed herewith:

4.1 Limited Partnership Agreement for Cable TV Fund 12-D, Ltd.
(Incorporated by reference from the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1985).

4.2 Joint Venture Agreement of Cable TV Fund 12-BCD Venture dated as of
March 17, 1986, among Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C,
Ltd. and Cable TV Fund 12-d, Ltd. (Incorporated by reference from the
Partnership's Annual Report on form 10-K for the fiscal year ended
December 31, 1987).

99.1 Arthur Andersen LLP Representations for Cable TV Fund 12-D, Ltd. dated
as of March 26, 2002.

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 in Philadelphia,
Pennsylvania.

CABLE TV FUND 12-D, LTD.,
a Colorado limited partnership

By: Comcast Cable Communications, Inc.,
a Delaware corporation, its
general partner

By: /s/ Brian L. Roberts
------------------------------------
Brian L. Roberts
Dated: March 29, 2002 Vice Chairman; Director

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.

By: /s/ Ralph J. Roberts
------------------------------------
Ralph J. Roberts
Dated: March 29, 2002 Chairman; Director

By: /s/ Brian L. Roberts
------------------------------------
Brian L. Roberts
Vice Chairman; Director
Dated: March 29, 2002 (Principal Executive Officer)

By: /s/ Lawrence S. Smith
------------------------------------
Lawrence S. Smith
Dated: March 29, 2002 Executive Vice President; Director

By: /s/ Stanley L. Wang
------------------------------------
Stanley L. Wang
Executive Vice President; Secretary;
Dated: March 29, 2002 Director

By: /s/ John R. Alchin
------------------------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 29, 2002 (Principal Financial Officer)

By: /s/ Lawrence J. Salva
------------------------------------
Lawrence J. Salva
Senior Vice President
Dated: March 29, 2002 (Principal Accounting Officer)