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


(Mark One)

[x]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
     For the quarterly period ended

                                 MARCH 31, 2002

[ ]  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 charter

       Colorado                                         84-1010423
- ---------------------------                       ----------------------------
  State of organization                             I.R.S. employer I.D. #

                             c/o Comcast Corporation
                 1500 Market Street, Philadelphia, PA 19102-2148
- --------------------------------------------------------------------------------
                      Address of principal executive office

                                 (215) 665-1700
- --------------------------------------------------------------------------------
                          Registrant's telephone number


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  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                      Yes  X                                 No
                         ------                                -------







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

                                             CONDENSED BALANCE SHEET
                                                   (Unaudited)




                                                                          March 31,             December 31,
                                ASSETS                                      2002                    2001
                                                                       ----------------        ----------------
                                                                                              
Cash ...............................................................        $1,471,304              $1,465,097
                                                                       ----------------        ----------------

       Total assets..................................................       $1,471,304              $1,465,097
                                                                       ================        ================


                   LIABILITIES AND PARTNERS' CAPITAL


LIABILITIES:
   Advances from affiliates..........................................          $35,186                  $9,942
                                                                       ----------------        ----------------

       Total liabilities.............................................           35,186                   9,942
                                                                       ----------------        ----------------

Commitments and Contingencies

PARTNERS' CAPITAL:
General Partner-
   Contributed capital...............................................            1,000                   1,000
   Distributions.....................................................      (21,153,765)            (21,153,765)
   Accumulated earnings..............................................       21,511,797              21,516,556
                                                                       ----------------        ----------------

                                                                               359,032                 363,791
                                                                       ----------------        ----------------

Limited Partners-
   Net contributed capital (237,339 units outstanding
     at March 31, 2002 and December 31, 2001)........................      102,198,175             102,198,175
   Distributions.....................................................     (182,130,796)           (182,130,796)
   Accumulated earnings..............................................       81,009,707              81,023,985
                                                                       ----------------        ----------------

                                                                             1,077,086               1,091,364
                                                                       ----------------        ----------------

       Total liabilities and partners' capital.......................       $1,471,304              $1,465,097
                                                                       ================        ================



See notes to condensed financial statements.

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

                                            CONDENSED STATEMENT OF OPERATIONS
                                                       (Unaudited)



                                                                                         For the Three Months Ended
                                                                                                  March 31,
                                                                                         2002                  2001
                                                                                      ------------          ------------

INCOME (EXPENSE):
                                                                                                          
   Interest income..............................................................           $6,207               $24,183
   Administrative expenses and other, net.......................................          (25,244)              (44,259)
                                                                                      ------------          ------------

NET LOSS........................................................................         ($19,037)             ($20,076)
                                                                                      ============          ============

ALLOCATION OF NET LOSS:
   General Partner..............................................................          ($4,759)              ($5,019)
                                                                                      ============          ============

   Limited Partners.............................................................         ($14,278)             ($15,057)
                                                                                      ============          ============

NET LOSS PER LIMITED PARTNERSHIP UNIT...........................................            ($.06)                ($.06)
                                                                                      ------------          ------------


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




See notes to condensed financial statements.

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

                                             CONDENSED STATEMENT OF CASH FLOWS
                                                        (Unaudited)



                                                                                          For the Three Months Ended
                                                                                                  March 31,
                                                                                          2002                  2001
                                                                                      -------------         -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                                          
   Net loss.....................................................................          ($19,037)             ($20,076)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
       Increase (decrease) in advances from affiliates..........................            25,244                   (44)
                                                                                      -------------         -------------

         Net cash provided by (used in) operating activities....................             6,207               (20,120)
                                                                                      -------------         -------------

Increase (decrease) in cash.....................................................             6,207               (20,120)

Cash, beginning of period.......................................................         1,465,097             1,613,430
                                                                                      -------------         -------------

Cash, end of period.............................................................        $1,471,304            $1,593,310
                                                                                      =============         =============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
   Interest paid................................................................                                    $581
                                                                                      =============         =============



See notes to condensed financial statements.

                                                            3



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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

(1) The condensed  balance sheet as of December 31, 2001 has been condensed from
the audited  balance sheet as of that date.  The  condensed  balance sheet as of
March 31, 2002 and the condensed  statements of operations and of cash flows for
the three  months  ended March 31, 2002 and 2001 have been  prepared by Cable TV
Fund  12-D,  Ltd.  (the   "Partnership")  and  have  not  been  audited  by  the
Partnership's   independent  auditors.   In  the  opinion  of  management,   all
adjustments  necessary  to present  fairly the  financial  position,  results of
operations  and cash flows as of March 31,  2002 and for all  periods  presented
have been made.

         Certain  information  and note  disclosures  normally  included  in the
Partnership's annual financial statements prepared in accordance with accounting
principles  generally  accepted  in the United  States  have been  condensed  or
omitted. These condensed financial statements should be read in conjunction with
the  financial  statements  and  notes  thereto  included  in the  Partnership's
December  31,  2001  Annual  Report on Form 10-K filed with the  Securities  and
Exchange  Commission.  The results of operations  for the period ended March 31,
2002 are not necessarily indicative of operating results for the full year.

         The  Partnership  owns no  properties  directly.  The  Partnership  has
continued in existence because of pending litigation in which the Partnership is
a party. It cannot be predicted when the Partnership will be dissolved.

(2) 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. Such charges were included in administrative
expenses and other, net in the accompanying  condensed  statement of operations.
Reimbursements made to the general partner by the Partnership for administrative
expenses  for the three  months  ended March 31, 2002 and 2001 were  $19,611 and
$36,678, respectively.



                                        4



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

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS



FINANCIAL CONDITION

         The only  asset of the  Partnership  at March 31,  2002 was its cash on
hand,  which is being held in reserve  to pay the  Partnership's  administrative
expenses until the  Partnership is dissolved.  The  Partnership has continued in
existence because of pending  litigation in which the Partnership is a party. It
cannot be predicted when the Partnership will be dissolved.

RESULTS OF OPERATIONS

         Administrative expenses and other, net of $25,244 incurred in the first
quarter of 2002 by the Partnership  related to various costs associated with the
administration of the Partnership.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         Refer to Part I - Item 3 to our Annual Report on Form 10-K for the year
ended December 31, 2001 for a discussion of recent  developments  related to our
legal proceedings.

Item 6.  Exhibits and Reports on Form 8-K.

         a)   Exhibits

              None.

b)       Reports on Form 8-K

              None.





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                                    SIGNATURE


         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.

                                        CABLE TV FUND 12-D, LTD.

                                        BY: COMCAST CABLE COMMUNICATIONS, INC.
                                            ------------------------------------
                                            General Partner


                                        By: /S/ Lawrence J. Salva
                                            ------------------------------------
                                            Lawrence J. Salva
                                            Senior Vice President
                                            (Principal Accounting Officer)


Dated: May 15, 2002






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