<PAGE>
 
   As filed with the Securities and Exchange Commission on December 29, 1995
                                                     REGISTRATION NO. 33 - _____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM  S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933



                           TELE-COMMUNICATIONS, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                Delaware                                84-1260157
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)
                               5619 DTC Parkway
                        Englewood, Colorado 80111-3000
                                (303) 267-5500
 
 (Address, including zip code, and telephone number, including area code, of 
                   registrant's principal executive offices)
 
 
 
            TELE-COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
                             (Full Title of Plan)
 
 
                            Stephen M. Brett, Esq.
                           Tele-Communications, Inc.
                               Terrace Tower II
                               5619 DTC Parkway
                        Englewood, Colorado 80111-3000
                                (303) 267-5500

(Name, address, including zip code, and telephone number, including area code, 
                             of agent for service)
 
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
  TITLE OF EACH CLASS OF      AMOUNT TO BE REGISTERED      PROPOSED MAXIMUM         PROPOSED MAXIMUM AGGREGATE         AMOUNT OF
SECURITIES TO BE REGISTERED                            OFFERING PRICE PER UNIT (1)       OFFERING PRICE (1)        REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                          <C>                            <C>
Tele-Communications, Inc.            1,250,000                  $26.0625                    $32,578,125               $11,233.84
 Series A Liberty Media
 Group Common Stock,
 par value $1.00 per share(2)
====================================================================================================================================

</TABLE>

(1)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) and Rule 457(c) on the basis of the average of
     the high and low prices of the Tele-Communications, Inc. Series A Liberty
     Media Group Common Stock, par value $1.00 per share, of Tele-
     Communications, Inc. on December 26, 1995.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.
<PAGE>
 
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Note: The document(s) containing the employee benefit plan information
     required by Item 1 of this Form and the statement of availability of
     registrant information and other information required by Item 2 of this
     Form will be sent or given to participants as specified by Rule 428(b)(1)
     under the Securities Act of 1933, as amended (the "Securities Act"). In
     accordance with Rule 428(a) and the requirements of Part I of Form S-8,
     such documents are not being filed with the Securities and Exchange
     Commission (the "Commission") either as part of this Registration Statement
     or as prospectuses or prospectus supplements pursuant to Rule 424 under the
     Securities Act. The Registrant shall maintain a file of such documents in
     accordance with the provisions of Rule 428(a)(2) under the Securities Act.
     Upon request, the Registrant shall furnish to the Commission or its staff a
     copy or copies of all the documents included in such file.
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Tele-Communications, Inc. (the
     "Registrant" or the "Company") with the Commission pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
     incorporated herein by reference (File No. 0-20421):

          (i)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1994, as amended by Form 10-K/A (Amendment No. 1).

          (ii) The Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1995, June 30, 1995 and September 30, 1995, as
               amended by Form 10-Q/A (Amendment No. 1).

          (iii)  The Company's Current Reports on Form 8-K, dated January 23,
               1995, February 3, 1995 (as amended by Form 8-K/A), February 13,
               1995, February 15, 1995, April 6, 1995, April 20, 1995 (as
               amended by Form 8-K/A), May 4, 1995 (as amended by Form 8-K/A),
               July 26, 1995, August 10, 1995 and December 18, 1995.

          (iv) Items 3 and 4 of the Company's registration statement on Form 8-
               B, as amended by Form 8-B/A (Amendments No. 1, 2, 3 and 4).

          (v)  Item 1 of the Company's registration statement on Form 8-A, as
               amended by Form 8-A/A (Amendments No. 1 and 2).

          (vi) The financial statements and notes thereto of TeleCable
               Corporation as of December 31, 1993 and 1992 and for each of the
               two years in the period ended December 31, 1993, included in the
               Company's Current Report on Form 8-K, dated August 26, 1994.

          (vii)  The latest annual report filed pursuant to Section 13(a) or
               15(d) of the Exchange Act by the Tele-Communications, Inc.
               Employee Stock Purchase Plan (the "Plan").

          In addition, all documents filed by the Company with the Commission
     pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
     the date hereof and prior to the filing of a post-effective amendment which
     indicates that all securities offered have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be incorporated
     herein by reference and to be a part hereof from the respective dates of
     the filing of such documents.  Any statement contained in a document
     incorporated or deemed to be incorporated by reference herein shall be
     deemed to be modified or superseded for purposes of this Registration
     Statement to the extent that a statement contained herein or in any other
     subsequently filed document which also is or is deemed to be incorporated
     by reference herein modifies or supersedes such statement.  Any such
     statement so modified or superseded shall not be deemed, except as so
     modified or superseded, to constitute a part of this Registration
     Statement.

                                      II-1
<PAGE>
 
     ITEM 4.  DESCRIPTION OF SECURITIES.

          All of the securities being registered are either registered under
     Section 12 of the Exchange Act or are plan interests.

     ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the Delaware General Corporation Law provides,
     generally, that a corporation shall have the power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding (except actions
     by or in the right of the corporation) by reason of the fact that such
     person is or was a director, officer, employee or agent of the corporation
     against all expenses, judgments, fines and amounts paid in settlement
     actually and reasonably incurred by such person in connection with such
     action, suit or proceeding if such person acted in good faith and in a
     manner such person reasonably believed to be in or not opposed to the best
     interests of the corporation and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his or her conduct was
     unlawful.  A corporation may similarly indemnify such person for expenses
     actually and reasonably incurred by such person in connection with the
     defense or settlement of any action or suit by or in the right of the
     corporation, provided such person acted in good faith and in a manner he or
     she reasonably believed to be in or not opposed to the best interests of
     the corporation, and, in the case of claims, issues and matters as to which
     such person shall have been adjudged liable to the corporation, provided
     that a court shall have determined, upon application, that, despite the
     adjudication of liability but in view of all of the circumstances of the
     case, such person is fairly and reasonably entitled to indemnity for such
     expenses which such court shall deem proper.

          Section 102(b)(7) of the Delaware General Corporation Law provides,
     generally, that the certificate of incorporation may contain a provision
     eliminating or limiting the personal liability of a director to the
     corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, provided that such provision may not
     eliminate or limit the liability of a director (i) for any breach of the
     director's duty of loyalty to the corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under section 174 of Title 8 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit.  No such provision may
     eliminate or limit the liability of a director for any act or omission
     occurring prior to the date when such provision became effective.

          Article V, Section E of the Company's Restated Certificate of
     Incorporation provides as follows:

          "1.  Limitation On Liability.
               ----------------------- 

               To the fullest extent permitted by the Delaware General
               Corporation Law as the same exists or may hereafter be amended, a
               director of the Corporation shall not be liable to the
               Corporation or any of its stockholders for monetary damages for
               breach of fiduciary duty as a director.  Any repeal or
               modification of this paragraph 1 shall be prospective only and
               shall not adversely affect any limitation,

                                      II-2
<PAGE>
 
               right or protection of a director of the Corporation existing at
               the time of such repeal or modification.

          2.   Indemnification.
               --------------- 

               (a) RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify
               and hold harmless, to the fullest extent permitted by applicable
               law as it presently exists or may hereafter be amended, any
               person who was or is made or is threatened to be made a party or
               is otherwise involved in any action, suit or proceeding, whether
               civil, criminal, administrative or investigative (a "proceeding")
               by reason of the fact that he, or a person for whom he is the
               legal representative, is or was a director or officer of the
               Corporation or is or was serving at the request of the
               Corporation as a director, officer, employee or agent of another
               corporation or of a partnership, joint venture, trust, enterprise
               or nonprofit entity, including service with respect to employee
               benefit plans, against all liability and loss suffered and
               expenses (including attorneys' fees) reasonably incurred by such
               person.  Such right of indemnification shall inure whether or not
               the claim asserted is based on matters which antedate the
               adoption of this Section E.  The Corporation shall be required to
               indemnify a person in connection with a proceeding (or part
               thereof) initiated by such person only if the proceeding (or part
               thereof) was authorized by the Board of Directors of the
               Corporation.

               (b) PREPAYMENT OF EXPENSES.  The Corporation shall pay the
               expenses (including attorneys' fees) incurred in defending any
               proceeding in advance of its final disposition, provided,
               however, that the payment of expenses incurred by a director or
               officer in advance of the final disposition of the proceeding
               shall be made only upon receipt of an undertaking by the director
               or officer to repay all amounts advanced if it should be
               ultimately determined that the director or officer is not
               entitled to be indemnified under this paragraph or otherwise.

               (c) CLAIMS.  If a claim for indemnification or payment of
               expenses under this paragraph is not paid in full within 60 days
               after a written claim therefor has been received by the
               Corporation, the claimant may file suit to recover the unpaid
               amount of such claim and, if successful in whole or in part,
               shall be entitled to be paid the expense of prosecuting such
               claim.  In any such action the Corporation shall have the burden
               of proving that the claimant was not entitled to the requested
               indemnification or payment of expenses under applicable law.

               (d) NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any
               person by this paragraph shall not be exclusive of any other
               rights which such person may have or hereafter acquire under any
               statute, provision of this Certificate, the Bylaws, agreement,
               vote of stockholders or disinterested directors or otherwise.

               (e) OTHER INDEMNIFICATION.  The Corporation's obligation, if any,
               to indemnify any person who was or is serving at its request as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust, enterprise or nonprofit entity
               shall be reduced by any amount such person may collect as
               indemnification from such other corporation, partnership, joint
               venture, trust, enterprise or nonprofit entity.

                                      II-3
<PAGE>
 
          3.   Amendment or Repeal.
               ------------------- 

               Any repeal or modification of the foregoing provisions of this
               Section E shall not adversely affect any right or protection
               hereunder of any person in respect of any act or omission
               occurring prior to the time of such repeal or modification."

          Article II, Section 2.9 of the Company's Bylaws also contains an
     indemnity provision, requiring the Company to indemnify members of the
     Board of Directors and officers of the Company and their respective heirs,
     personal representatives and successors in interest for or on account of
     any action performed on behalf of the Company, to the fullest extent
     provided by the laws of the State of Delaware and the Company's Restated
     Certificate of Incorporation, as then or thereafter in effect.

          The Company has also entered into indemnification agreements with each
     of its directors (each director, an "indemnitee").  The indemnification
     agreements provide (i) for the prompt indemnification to the fullest extent
     permitted by law against any and all expenses, including attorneys' fees
     and all other costs, expenses and obligations paid or incurred in
     connection with investigating, defending, being a witness or participating
     in (including on appeal), or in preparing for ("Expenses"), any threatened,
     pending or completed action, suit or proceeding, or any inquiry or
     investigation ("Claim"), related to the fact that such indemnitee is or was
     a director, officer, employee, agent or fiduciary of the Company or is or
     was serving at the Company's request as a director, officer, employee,
     trustee, agent or fiduciary of another corporation, partnership, joint
     venture, employee benefit plan, trust or other enterprise, or by reason of
     anything done or not done by a director or officer in any such capacity,
     and against any and all judgments, fines, penalties and amounts paid in
     settlement (including all interest, assessments and other charges paid or
     payable in connection therewith) of any Claim, unless the Reviewing Party
     (one or more members of the Board of Directors or other person appointed by
     the Board of Directors, who is not a party to the particular claim, or
     independent legal counsel) determines that such indemnification is not
     permitted under applicable law and (ii) for the prompt advancement of
     Expenses, and for reimbursement to the Company if the Reviewing Party
     determines that such indemnitee is not entitled to such indemnification
     under applicable law.  In addition, the indemnification agreements provide
     (i) a mechanism through which an indemnitee may seek court relief in the
     event the Reviewing Party determines that the indemnitee would not be
     permitted to be indemnified under applicable law (and therefore is not
     entitled to indemnification or expense advancement under the
     indemnification agreement) and (ii) indemnification against all expenses
     (including attorneys' fees), and advancement thereof if requested, incurred
     by the indemnitee in seeking to collect an indemnity claim or advancement
     of expenses from the Company or incurred in seeking to recover under a
     directors' and officers' liability insurance policy, regardless of whether
     successful or not.  Furthermore, the indemnification agreements provide
     that after there has been a "change in control" in the Company (as defined
     in the indemnification agreements), other than a change in control approved
     by a majority of directors who were directors prior to such change, then,
     with respect to all determinations regarding a right to indemnity and the
     right to advancement of Expenses, the Company will seek legal advice only
     from independent legal counsel selected by the indemnitee and approved by
     the Company.

          The indemnification agreements impose upon the Company the burden of
     proving that an indemnitee is not entitled to indemnification in any
     particular case and negate certain presumptions that may otherwise be drawn
     against an indemnitee seeking indemnification in connection with the
     termination of actions in certain circumstances.  Indemnitees' rights under
     the indemnification agreements are not exclusive of any other rights they
     may have under Delaware law, the Company's Bylaws or otherwise.  Although
     not requiring the maintenance of directors' and officers' liability
     insurance, the indemnification agreements require that an

                                      II-4
<PAGE>
 
     indemnitee be provided with the maximum coverage available for any director
     or officer of the Company if there is such a policy.

          The Company may purchase liability insurance policies covering its
     directors and officers.


     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

     ITEM 8. EXHIBITS

          The Registrant hereby undertakes that it will submit or has submitted
          the Plan and any amendment thereto to the Internal Revenue Service
          ("IRS") in a timely manner and has made or will make all changes
          required by the IRS in order to qualify the plan under Section 401 of
          the Internal Revenue Code.

     Exhibits  Description
     --------  -----------

     4.1       Restated Certificate of Incorporation of the Company, dated
               August 4, 1994, as amended on August 4, 1994, August 16, 1994,
               October 11, 1994, October 21, 1994, January 26, 1995, August 3,
               1995 and August 3, 1995 (Incorporated herein by reference to
               Exhibit 99.1 of the Company's Current Report on Form 8-K, dated
               August 10, 1995 (Commission File No. 0-20421)).

     4.2       Bylaws of the Company as adopted June 16, 1994 (Incorporated
               herein by reference to Exhibit 3.2 of the Company's Annual Report
               on Form 10-K for the year ended December 31, 1994, as amended by
               Form 10-K/A (Amendment No. 1) (Commission File No. 0-20421)).

     4.3       Specimen Stock Certificate for Tele-Communications, Inc. Series A
               Liberty Media Group Common Stock, par value $1.00 per share, of
               the Company (Incorporated herein by reference to Exhibit 4.5 of
               Company's registration statement on Form 8-A, as amended by Form
               8-A/A (Amendments No. 1 and 2) Commission File No. 0-20421).

     23.1      Consent of KPMG Peat Marwick LLP.

     23.2      Consent of KPMG.

     23.3      Consent of KPMG Finsterbusch Pickenhayn Sibille.

     23.4      Consent of KPMG Peat Marwick LLP.

     23.5      Consent of Price Waterhouse LLP.

     23.6      Consent of KPMG Peat Marwick LLP.

                                      II-5
<PAGE>
 
     24        Powers of Attorney (included on page II-9).

     99        Amendment and Restated Employee Stock Purchase Plan (Incorporated
               herein by reference to Exhibit 4.6 of the Company's registration
               statement on Form S-8 (No. 33-57635) filed with the Commission on
               February 8, 1995).

                                      II-6
<PAGE>
 
     ITEM 9. UNDERTAKINGS

          The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section 10(a)(3) of
     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     --------  -------                                                        
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to section 13 or section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (4)  That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the Registrant's annual report
     pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
     of 1934 that is incorporated by reference in the registration statement
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the provisions described
     under Item 6 above, or otherwise, the Registrant has been advised that in
     the opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Securities Act of 1933 and is,
     therefore, unenforceable.  In the event that a claim for indemnification
     against such liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or controlling person of
     the Registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director, officer or controlling person in connection
     with the securities being registered, the Registrant will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Securities Act of 1933 and will be governed by the final adjudication
     of such issue.

                                      II-7
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
     amended, the Registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Greenwood Village,
     State of Colorado, on December 29, 1995.


                                           TELE-COMMUNICATIONS, INC.


                                           By:   /s/ Stephen M. Brett
                                                 -----------------------
                                           Name:  Stephen M. Brett
                                           Title: Executive Vice President

                                      II-8
<PAGE>
 
                               POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Stephen M. Brett, Esq., and
     Elizabeth M. Markowski, Esq., and each of them, his true and lawful
     attorneys-in-fact and agents with full power of substitution and re-
     substitution for him and in his name, place and stead, in any and all
     capacities, to sign any or all amendments (including post-effective
     amendments) to this Registration Statement and to file the same, with all
     exhibits thereto, and other documents in connection therewith, with the
     Securities and Exchange Commission, granting unto said attorneys-in-fact
     and agents and each of them full power and authority, to do and perform
     each and every act and thing requisite or necessary to be done in and about
     the premises, to all intents and purposes and as fully as they might or
     could do in person, hereby ratifying and confirming all that said
     attorneys-in-fact and agents or their substitutes may lawfully do or cause
     to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, as
     amended, this Registration Statement has been signed by the following
     persons (which persons constitute a majority of the Board of Directors) in
     the capacities and on the dates indicated:

     Signature                Title                           Date
     ---------                -----                           ----


         /s/ Bob Magness      Chairman of the Board     December 29, 1995
      ----------------------  and Director
     (Bob Magness)            



         /s/ John C. Malone   President and Director    December 29, 1995
      ----------------------  (Principal Executive
     (John C. Malone)         Officer)             



         /s/ Donne F. Fisher  Executive Vice President  December 29, 1995 
      ----------------------  and Director (Principal 
     (Donne F. Fisher)        Financial and Accounting 
                              Officer)

                              Director
      ----------------------
     (John W. Gallivan)
 



         /s/ Kim Magness      Director                  December 29, 1995
      ---------------------- 
     (Kim Magness)



                              Director
      ---------------------- 
     (Robert A. Naify)



         /s/ Jerome H. Kern   Director                  December 29, 1995
      ----------------------
     (Jerome H. Kern)



                              Director
      ----------------------
     (Tony Coelho)

                                      II-9
<PAGE>
 
          Pursuant to the requirements of the Securities Act of 1933, as
     amended, the persons who administer the Plan have duly caused this
     Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Greenwood Village, State of
     Colorado, on December 29, 1995.


                              By:    /s/ Gary Bracken
                                 -----------------------------------
                              Name:  Gary Bracken
                              Title: Plan Administrator

                                     II-10
<PAGE>
 
                                 EXHIBIT INDEX

     4.1       Restated Certificate of Incorporation of the Company, dated
               August 4, 1994, as amended on August 4, 1994, August 16, 1994,
               October 11, 1994, October 21, 1994, January 26, 1995, August 3,
               1995 and August 3, 1995 (Incorporated herein by reference to
               Exhibit 99.1 of the Company's Current Report on Form 8-K, dated
               August 10, 1995 (Commission File No. 0-20421)).

     4.2       Bylaws of the Company as adopted June 16, 1994 (Incorporated
               herein by reference to Exhibit 3.2 of the Company's Annual Report
               on Form 10-K for the year ended December 31, 1994, as amended by
               Form 10-K/A (Amendment No. 1) (Commission File No. 0-20421)).

     4.3       Specimen Stock Certificate for Tele-Communications, Inc. Series A
               Liberty Media Group Common Stock, par value $1.00 per share, of
               the Company (Incorporated herein by reference to Exhibit 4.5 of
               Company's registration statement on Form 8-A, as amended by Form
               8-A/A (Amendments No. 1 and 2) Commission File No. 0-20421).

     23.1      Consent of KPMG Peat Marwick LLP.

     23.2      Consent of KPMG.

     23.3      Consent of KPMG Finsterbusch Pickenhayn Sibille.

     23.4      Consent of KPMG Peat Marwick LLP.

     23.5      Consent of Price Waterhouse LLP.

     23.6      Consent of KPMG Peat Marwick LLP.

     24        Powers of Attorney (included on page II-9).

     99        Amendment and Restated Employee Stock Purchase Plan (Incorporated
               herein by reference to Exhibit 4.6 of the Company's registration
               statement on Form S-8 (No. 33-57635) filed with the Commission on
               February 8, 1995).

                                     II-11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32760}]
{"company-data": {"conformed-name": "TELE COMMUNICATIONS INC /CO/", "cik": "0000925692", "assigned-sic": "[]", "irs-number": "841260157", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65483", "film-number": "95606121"}, "business-address": {"street1": "5619 DTC PARKWAY", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "3032675500"}, "mail-address": {"street1": "5619 DTC PARKWAY", "city": "ENGLEWOOD", "state": "CO", "zip": "90111"}, "former-company": {"former-conformed-name": "TCI LIBERTY HOLDING CO", "date-changed": "19940620"}}
As filed with the Securities and Exchange Commission on December 29, 1995
                                                     REGISTRATION NO. 33 - _____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM  S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           TELE-COMMUNICATIONS, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                Delaware                                84-1260157
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)
                               5619 DTC Parkway
                        Englewood, Colorado 80111-3000
                                (303) 267-5500
 
 (Address, including zip code, and telephone number, including area code, of 
                   registrant's principal executive offices)
 
 
 
            TELE-COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
                             (Full Title of Plan)
 
 
                            Stephen M. Brett, Esq.
                           Tele-Communications, Inc.
                               Terrace Tower II
                               5619 DTC Parkway
                        Englewood, Colorado 80111-3000
                                (303) 267-5500

(Name, address, including zip code, and telephone number, including area code, 
                             of agent for service)
 
 
                        CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF      AMOUNT TO BE REGISTERED      PROPOSED MAXIMUM         PROPOSED MAXIMUM AGGREGATE         AMOUNT OF
SECURITIES TO BE REGISTERED                            OFFERING PRICE PER UNIT (1)       OFFERING PRICE (1)        REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Tele-Communications, Inc.            1,250,000                  $26.0625                    $32,578,125               $11,233.84
 Series A Liberty Media
 Group Common Stock,
 par value $1.00 per share(2)
====================================================================================================================================
(1)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) and Rule 457(c) on the basis of the average of
     the high and low prices of the Tele-Communications, Inc. Series A Liberty
     Media Group Common Stock, par value $1.00 per share, of Tele-
     Communications, Inc. on December 26, 1995.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Note: The document(s) containing the employee benefit plan information
     required by Item 1 of this Form and the statement of availability of
     registrant information and other information required by Item 2 of this
     Form will be sent or given to participants as specified by Rule 428(b)(1)
     under the Securities Act of 1933, as amended (the "Securities Act"). In
     accordance with Rule 428(a) and the requirements of Part I of Form S-8,
     such documents are not being filed with the Securities and Exchange
     Commission (the "Commission") either as part of this Registration Statement
     or as prospectuses or prospectus supplements pursuant to Rule 424 under the
     Securities Act. The Registrant shall maintain a file of such documents in
     accordance with the provisions of Rule 428(a)(2) under the Securities Act.
     Upon request, the Registrant shall furnish to the Commission or its staff a
     copy or copies of all the documents included in such file.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Tele-Communications, Inc. (the
     "Registrant" or the "Company") with the Commission pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
     incorporated herein by reference (File No. 0-20421):

          (i)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1994, as amended by Form 10-K/A (Amendment No. 1).

          (ii) The Company's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 1995, June 30, 1995 and September 30, 1995, as
               amended by Form 10-Q/A (Amendment No. 1).

          (iii)  The Company's Current Reports on Form 8-K, dated January 23,
               1995, February 3, 1995 (as amended by Form 8-K/A), February 13,
               1995, February 15, 1995, April 6, 1995, April 20, 1995 (as
               amended by Form 8-K/A), May 4, 1995 (as amended by Form 8-K/A),
               July 26, 1995, August 10, 1995 and December 18, 1995.

          (iv) Items 3 and 4 of the Company's registration statement on Form 8-
               B, as amended by Form 8-B/A (Amendments No. 1, 2, 3 and 4).

          (v)  Item 1 of the Company's registration statement on Form 8-A, as
               amended by Form 8-A/A (Amendments No. 1 and 2).

          (vi) The financial statements and notes thereto of TeleCable
               Corporation as of December 31, 1993 and 1992 and for each of the
               two years in the period ended December 31, 1993, included in the
               Company's Current Report on Form 8-K, dated August 26, 1994.

          (vii)  The latest annual report filed pursuant to Section 13(a) or
               15(d) of the Exchange Act by the Tele-Communications, Inc.
               Employee Stock Purchase Plan (the "Plan").

          In addition, all documents filed by the Company with the Commission
     pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
     the date hereof and prior to the filing of a post-effective amendment which
     indicates that all securities offered have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be incorporated
     herein by reference and to be a part hereof from the respective dates of
     the filing of such documents.  Any statement contained in a document
     incorporated or deemed to be incorporated by reference herein shall be
     deemed to be modified or superseded for purposes of this Registration
     Statement to the extent that a statement contained herein or in any other
     subsequently filed document which also is or is deemed to be incorporated
     by reference herein modifies or supersedes such statement.  Any such
     statement so modified or superseded shall not be deemed, except as so
     modified or superseded, to constitute a part of this Registration
     Statement.

                                      II-1
ITEM 4.  DESCRIPTION OF SECURITIES.

          All of the securities being registered are either registered under
     Section 12 of the Exchange Act or are plan interests.

     ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the Delaware General Corporation Law provides,
     generally, that a corporation shall have the power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding (except actions
     by or in the right of the corporation) by reason of the fact that such
     person is or was a director, officer, employee or agent of the corporation
     against all expenses, judgments, fines and amounts paid in settlement
     actually and reasonably incurred by such person in connection with such
     action, suit or proceeding if such person acted in good faith and in a
     manner such person reasonably believed to be in or not opposed to the best
     interests of the corporation and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his or her conduct was
     unlawful.  A corporation may similarly indemnify such person for expenses
     actually and reasonably incurred by such person in connection with the
     defense or settlement of any action or suit by or in the right of the
     corporation, provided such person acted in good faith and in a manner he or
     she reasonably believed to be in or not opposed to the best interests of
     the corporation, and, in the case of claims, issues and matters as to which
     such person shall have been adjudged liable to the corporation, provided
     that a court shall have determined, upon application, that, despite the
     adjudication of liability but in view of all of the circumstances of the
     case, such person is fairly and reasonably entitled to indemnity for such
     expenses which such court shall deem proper.

          Section 102(b)(7) of the Delaware General Corporation Law provides,
     generally, that the certificate of incorporation may contain a provision
     eliminating or limiting the personal liability of a director to the
     corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, provided that such provision may not
     eliminate or limit the liability of a director (i) for any breach of the
     director's duty of loyalty to the corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under section 174 of Title 8 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit.  No such provision may
     eliminate or limit the liability of a director for any act or omission
     occurring prior to the date when such provision became effective.

          Article V, Section E of the Company's Restated Certificate of
     Incorporation provides as follows:

          "1.  Limitation On Liability.
               ----------------------- 

               To the fullest extent permitted by the Delaware General
               Corporation Law as the same exists or may hereafter be amended, a
               director of the Corporation shall not be liable to the
               Corporation or any of its stockholders for monetary damages for
               breach of fiduciary duty as a director.  Any repeal or
               modification of this paragraph 1 shall be prospective only and
               shall not adversely affect any limitation,

                                      II-2
right or protection of a director of the Corporation existing at
               the time of such repeal or modification.

          2.   Indemnification.
               --------------- 

               (a) RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify
               and hold harmless, to the fullest extent permitted by applicable
               law as it presently exists or may hereafter be amended, any
               person who was or is made or is threatened to be made a party or
               is otherwise involved in any action, suit or proceeding, whether
               civil, criminal, administrative or investigative (a "proceeding")
               by reason of the fact that he, or a person for whom he is the
               legal representative, is or was a director or officer of the
               Corporation or is or was serving at the request of the
               Corporation as a director, officer, employee or agent of another
               corporation or of a partnership, joint venture, trust, enterprise
               or nonprofit entity, including service with respect to employee
               benefit plans, against all liability and loss suffered and
               expenses (including attorneys' fees) reasonably incurred by such
               person.  Such right of indemnification shall inure whether or not
               the claim asserted is based on matters which antedate the
               adoption of this Section E.  The Corporation shall be required to
               indemnify a person in connection with a proceeding (or part
               thereof) initiated by such person only if the proceeding (or part
               thereof) was authorized by the Board of Directors of the
               Corporation.

               (b) PREPAYMENT OF EXPENSES.  The Corporation shall pay the
               expenses (including attorneys' fees) incurred in defending any
               proceeding in advance of its final disposition, provided,
               however, that the payment of expenses incurred by a director or
               officer in advance of the final disposition of the proceeding
               shall be made only upon receipt of an undertaking by the director
               or officer to repay all amounts advanced if it should be
               ultimately determined that the director or officer is not
               entitled to be indemnified under this paragraph or otherwise.

               (c) CLAIMS.  If a claim for indemnification or payment of
               expenses under this paragraph is not paid in full within 60 days
               after a written claim therefor has been received by the
               Corporation, the claimant may file suit to recover the unpaid
               amount of such claim and, if successful in whole or in part,
               shall be entitled to be paid the expense of prosecuting such
               claim.  In any such action the Corporation shall have the burden
               of proving that the claimant was not entitled to the requested
               indemnification or payment of expenses under applicable law.

               (d) NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any
               person by this paragraph shall not be exclusive of any other
               rights which such person may have or hereafter acquire under any
               statute, provision of this Certificate, the Bylaws, agreement,
               vote of stockholders or disinterested directors or otherwise.

               (e) OTHER INDEMNIFICATION.  The Corporation's obligation, if any,
               to indemnify any person who was or is serving at its request as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust, enterprise or nonprofit entity
               shall be reduced by any amount such person may collect as
               indemnification from such other corporation, partnership, joint
               venture, trust, enterprise or nonprofit entity.

                                      II-3
3.   Amendment or Repeal.
               ------------------- 

               Any repeal or modification of the foregoing provisions of this
               Section E shall not adversely affect any right or protection
               hereunder of any person in respect of any act or omission
               occurring prior to the time of such repeal or modification."

          Article II, Section 2.9 of the Company's Bylaws also contains an
     indemnity provision, requiring the Company to indemnify members of the
     Board of Directors and officers of the Company and their respective heirs,
     personal representatives and successors in interest for or on account of
     any action performed on behalf of the Company, to the fullest extent
     provided by the laws of the State of Delaware and the Company's Restated
     Certificate of Incorporation, as then or thereafter in effect.

          The Company has also entered into indemnification agreements with each
     of its directors (each director, an "indemnitee").  The indemnification
     agreements provide (i) for the prompt indemnification to the fullest extent
     permitted by law against any and all expenses, including attorneys' fees
     and all other costs, expenses and obligations paid or incurred in
     connection with investigating, defending, being a witness or participating
     in (including on appeal), or in preparing for ("Expenses"), any threatened,
     pending or completed action, suit or proceeding, or any inquiry or
     investigation ("Claim"), related to the fact that such indemnitee is or was
     a director, officer, employee, agent or fiduciary of the Company or is or
     was serving at the Company's request as a director, officer, employee,
     trustee, agent or fiduciary of another corporation, partnership, joint
     venture, employee benefit plan, trust or other enterprise, or by reason of
     anything done or not done by a director or officer in any such capacity,
     and against any and all judgments, fines, penalties and amounts paid in
     settlement (including all interest, assessments and other charges paid or
     payable in connection therewith) of any Claim, unless the Reviewing Party
     (one or more members of the Board of Directors or other person appointed by
     the Board of Directors, who is not a party to the particular claim, or
     independent legal counsel) determines that such indemnification is not
     permitted under applicable law and (ii) for the prompt advancement of
     Expenses, and for reimbursement to the Company if the Reviewing Party
     determines that such indemnitee is not entitled to such indemnification
     under applicable law.  In addition, the indemnification agreements provide
     (i) a mechanism through which an indemnitee may seek court relief in the
     event the Reviewing Party determines that the indemnitee would not be
     permitted to be indemnified under applicable law (and therefore is not
     entitled to indemnification or expense advancement under the
     indemnification agreement) and (ii) indemnification against all expenses
     (including attorneys' fees), and advancement thereof if requested, incurred
     by the indemnitee in seeking to collect an indemnity claim or advancement
     of expenses from the Company or incurred in seeking to recover under a
     directors' and officers' liability insurance policy, regardless of whether
     successful or not.  Furthermore, the indemnification agreements provide
     that after there has been a "change in control" in the Company (as defined
     in the indemnification agreements), other than a change in control approved
     by a majority of directors who were directors prior to such change, then,
     with respect to all determinations regarding a right to indemnity and the
     right to advancement of Expenses, the Company will seek legal advice only
     from independent legal counsel selected by the indemnitee and approved by
     the Company.

          The indemnification agreements impose upon the Company the burden of
     proving that an indemnitee is not entitled to indemnification in any
     particular case and negate certain presumptions that may otherwise be drawn
     against an indemnitee seeking indemnification in connection with the
     termination of actions in certain circumstances.  Indemnitees' rights under
     the indemnification agreements are not exclusive of any other rights they
     may have under Delaware law, the Company's Bylaws or otherwise.  Although
     not requiring the maintenance of directors' and officers' liability
     insurance, the indemnification agreements require that an

                                      II-4
indemnitee be provided with the maximum coverage available for any director
     or officer of the Company if there is such a policy.

          The Company may purchase liability insurance policies covering its
     directors and officers.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

     ITEM 8. EXHIBITS

          The Registrant hereby undertakes that it will submit or has submitted
          the Plan and any amendment thereto to the Internal Revenue Service
          ("IRS") in a timely manner and has made or will make all changes
          required by the IRS in order to qualify the plan under Section 401 of
          the Internal Revenue Code.

     Exhibits  Description
     --------  -----------

     4.1       Restated Certificate of Incorporation of the Company, dated
               August 4, 1994, as amended on August 4, 1994, August 16, 1994,
               October 11, 1994, October 21, 1994, January 26, 1995, August 3,
               1995 and August 3, 1995 (Incorporated herein by reference to
               Exhibit 99.1 of the Company's Current Report on Form 8-K, dated
               August 10, 1995 (Commission File No. 0-20421)).

     4.2       Bylaws of the Company as adopted June 16, 1994 (Incorporated
               herein by reference to Exhibit 3.2 of the Company's Annual Report
               on Form 10-K for the year ended December 31, 1994, as amended by
               Form 10-K/A (Amendment No. 1) (Commission File No. 0-20421)).

     4.3       Specimen Stock Certificate for Tele-Communications, Inc. Series A
               Liberty Media Group Common Stock, par value $1.00 per share, of
               the Company (Incorporated herein by reference to Exhibit 4.5 of
               Company's registration statement on Form 8-A, as amended by Form
               8-A/A (Amendments No. 1 and 2) Commission File No. 0-20421).

     23.1      Consent of KPMG Peat Marwick LLP.

     23.2      Consent of KPMG.

     23.3      Consent of KPMG Finsterbusch Pickenhayn Sibille.

     23.4      Consent of KPMG Peat Marwick LLP.

     23.5      Consent of Price Waterhouse LLP.

     23.6      Consent of KPMG Peat Marwick LLP.

                                      II-5
24        Powers of Attorney (included on page II-9).

     99        Amendment and Restated Employee Stock Purchase Plan (Incorporated
               herein by reference to Exhibit 4.6 of the Company's registration
               statement on Form S-8 (No. 33-57635) filed with the Commission on
               February 8, 1995).

                                      II-6
ITEM 9. UNDERTAKINGS

          The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section 10(a)(3) of
     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     --------  -------                                                        
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to section 13 or section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (4)  That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the Registrant's annual report
     pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
     of 1934 that is incorporated by reference in the registration statement
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the provisions described
     under Item 6 above, or otherwise, the Registrant has been advised that in
     the opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Securities Act of 1933 and is,
     therefore, unenforceable.  In the event that a claim for indemnification
     against such liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or controlling person of
     the Registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director, officer or controlling person in connection
     with the securities being registered, the Registrant will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Securities Act of 1933 and will be governed by the final adjudication
     of such issue.

                                      II-7
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
     amended, the Registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Greenwood Village,
     State of Colorado, on December 29, 1995.

                                           TELE-COMMUNICATIONS, INC.

                                           By:   /s/ Stephen M. Brett
                                                 -----------------------
                                           Name:  Stephen M. Brett
                                           Title: Executive Vice President

                                      II-8
POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Stephen M. Brett, Esq., and
     Elizabeth M. Markowski, Esq., and each of them, his true and lawful
     attorneys-in-fact and agents with full power of substitution and re-
     substitution for him and in his name, place and stead, in any and all
     capacities, to sign any or all amendments (including post-effective
     amendments) to this Registration Statement and to file the same, with all
     exhibits thereto, and other documents in connection therewith, with the
     Securities and Exchange Commission, granting unto said attorneys-in-fact
     and agents and each of them full power and authority, to do and perform
     each and every act and thing requisite or necessary to be done in and about
     the premises, to all intents and purposes and as fully as they might or
     could do in person, hereby ratifying and confirming all that said
     attorneys-in-fact and agents or their substitutes may lawfully do or cause
     to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, as
     amended, this Registration Statement has been signed by the following
     persons (which persons constitute a majority of the Board of Directors) in
     the capacities and on the dates indicated:

     Signature                Title                           Date
     ---------                -----                           ----

         /s/ Bob Magness      Chairman of the Board     December 29, 1995
      ----------------------  and Director
     (Bob Magness)            

         /s/ John C. Malone   President and Director    December 29, 1995
      ----------------------  (Principal Executive
     (John C. Malone)         Officer)             

         /s/ Donne F. Fisher  Executive Vice President  December 29, 1995 
      ----------------------  and Director (Principal 
     (Donne F. Fisher)        Financial and Accounting 
                              Officer)

                              Director
      ----------------------
     (John W. Gallivan)
 

         /s/ Kim Magness      Director                  December 29, 1995
      ---------------------- 
     (Kim Magness)

                              Director
      ---------------------- 
     (Robert A. Naify)

         /s/ Jerome H. Kern   Director                  December 29, 1995
      ----------------------
     (Jerome H. Kern)

                              Director
      ----------------------
     (Tony Coelho)

                                      II-9
Pursuant to the requirements of the Securities Act of 1933, as
     amended, the persons who administer the Plan have duly caused this
     Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Greenwood Village, State of
     Colorado, on December 29, 1995.

                              By:    /s/ Gary Bracken
                                 -----------------------------------
                              Name:  Gary Bracken
                              Title: Plan Administrator

                                     II-10
EXHIBIT INDEX

     4.1       Restated Certificate of Incorporation of the Company, dated
               August 4, 1994, as amended on August 4, 1994, August 16, 1994,
               October 11, 1994, October 21, 1994, January 26, 1995, August 3,
               1995 and August 3, 1995 (Incorporated herein by reference to
               Exhibit 99.1 of the Company's Current Report on Form 8-K, dated
               August 10, 1995 (Commission File No. 0-20421)).

     4.2       Bylaws of the Company as adopted June 16, 1994 (Incorporated
               herein by reference to Exhibit 3.2 of the Company's Annual Report
               on Form 10-K for the year ended December 31, 1994, as amended by
               Form 10-K/A (Amendment No. 1) (Commission File No. 0-20421)).

     4.3       Specimen Stock Certificate for Tele-Communications, Inc. Series A
               Liberty Media Group Common Stock, par value $1.00 per share, of
               the Company (Incorporated herein by reference to Exhibit 4.5 of
               Company's registration statement on Form 8-A, as amended by Form
               8-A/A (Amendments No. 1 and 2) Commission File No. 0-20421).

     23.1      Consent of KPMG Peat Marwick LLP.

     23.2      Consent of KPMG.

     23.3      Consent of KPMG Finsterbusch Pickenhayn Sibille.

     23.4      Consent of KPMG Peat Marwick LLP.

     23.5      Consent of Price Waterhouse LLP.

     23.6      Consent of KPMG Peat Marwick LLP.

     24        Powers of Attorney (included on page II-9).

     99        Amendment and Restated Employee Stock Purchase Plan (Incorporated
               herein by reference to Exhibit 4.6 of the Company's registration
               statement on Form S-8 (No. 33-57635) filed with the Commission on
               February 8, 1995).

                                     II-11