<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 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)

<TABLE>
<S>                              <C>                                                                  <C>
  DELAWARE                                              4841                                                   84-1260157
(STATE OR OTHER JURISDICTION OF                                                                          (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)   (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)             IDENTIFICATION NO.)
</TABLE>

                                TERRACE TOWER II
                                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 THE 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)

                                ---------------

                                   COPY TO:
                              JAMES F. WOOD, ESQ.
                            SHERMAN & HOWARD L.L.C.
                       3000 FIRST INTERSTATE TOWER NORTH
                             633 SEVENTEENTH STREET
                            DENVER, COLORADO  80202
                                 (303) 298-0940

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                                                        Proposed             Proposed    
                                                         Maximum              Maximum           Amount of
  Title of Securities to be       Amount to be        Offering Price         Aggregate         Registration
          Registered               Registered           Per Share         Offering Price         Fee (1)
- -------------------------------------------------------------------------------------------------------------
  <S>                          <C>                        <C>              <C>                  <C>
  Class A Common Stock par     5,000,000 Shares           $21.81           $109,050,000         $37,603.45
  value $1.00 per share(2)
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
     upon the average high and low prices reported on February 6, 1995.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interested to be offered or sold pursuant to the employee benefit plan
     described herein.
================================================================================
<PAGE>   2
                                     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 a 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.

         The Registrant was incorporated in 1994 under the name "TCI/Liberty
Holding Company" for the purpose of combining the Registrant's predecessor
Tele-Communications, Inc. (renamed "TCI Communications, Inc." and referred to
herein as "TCIC"), and Liberty Media Corporation ("Liberty").  On August 4,
1994, the mergers (the "TCI/Liberty Combination") of TCIC and Liberty with
separate wholly-owned subsidiaries of the Registrant were consummated and each
of TCIC and Liberty became wholly-owned subsidiaries of the Registrant.  In
connection with the TCI/Liberty Combination, the Registrant changed its name to
Tele-Communications, Inc. and TCIC changed its name to TCI Communications, Inc.
Unless the context indicates otherwise, as used in this Prospectus the terms
"Registrant" or "Company" mean, on and after August 4, 1994,
Tele-Communications, Inc. (formerly named "TCI/Liberty Holding Company") and,
before August 4, 1994, TCIC (formerly named "Tele-Communications, Inc."), and
their respective consolidated subsidiaries.





                                       1
<PAGE>   3
                                    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") with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:

         (a)     (1)      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"); and

                 (2)      The Company's latest annual report filed pursuant to
                 Section 13(a) or 15(d) of the Exchange Act; or

                 (3)      The latest prospectus filed pursuant to Rule 424(b)
                 under the Securities Act that contains audited financial
                 statements for the Company's latest fiscal year for which such
                 statements have been filed.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since the end of the fiscal year covered by
                 the registrant document referred to in (a) above.

         (c)     The description of the common stock, no par value, of the
                 Company contained in a registration statement filed under
                 Section 12 of the Exchange Act, including any amendments or
                 reports filed for the purpose of updating such description.

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 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 or officer of the corporation
against all expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he 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
conduct was unlawful.  A corporation may similarly indemnify such person for
expenses actually and reasonably incurred





                                       2
<PAGE>   4
by him 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 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 indemnify 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, 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 becomes effective.

         Article V, Section E of the Company's Amended and Restated
Certification 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, 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.





                                       3
<PAGE>   5
                 (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.

         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 extent provided by the Delaware
corporation laws and the Company's 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





                                       4
<PAGE>   6
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 indemnitees be provided with the
maximum coverage available for any Company director or officer 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.

                 See Exhibit Index and Exhibits at the end of this Registration 
                 Statement.

                 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.

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:





                                       5
<PAGE>   7
                          (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;

                          (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 foregoing provisions, 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.

                                   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 Registration Statement on Form S-8 to be signed on its behalf by the





                                       6
<PAGE>   8
undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on January 31, 1995.

                                              TELE-COMMUNICATIONS, INC.


                                              By: -/Stephen M. Brett/-   
                                                  ----------------------------
                                                  Stephen M. Brett,
                                                  Executive Vice President
                                                  and Secretary


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brendan R. Clouston and Stephen M.
Brett, and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including pre-effective and 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, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.  Pursuant to
the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated:


<TABLE>
<CAPTION>
             Signature                           Title                             Date
             ---------                           -----                             ----
       <S>                        <C>                                        <C>
          -/Bob Magness/-                Chairman of the Board               January 31, 1995
          ---------------                    and Director                                    
          (Bob Magness)                                  
                                             
        -/John C. Malone/-              President and Director               January 31, 1995
        ------------------           (Principal Executive Officer)                           
         (John C. Malone)                                         
                                     
        -/Donne F. Fisher/-          Executive Vice President and            January 31, 1995
        -------------------       Director (Principal Financial and                          
         (Donne F. Fisher)               Accounting Officer)           
                                                                       
                                  
       -/John W. Gallivan/-                    Director                      January 31, 1995
       --------------------                                                                  
        (John W. Gallivan)

          -/Kim Magness/-                      Director                      January 31, 1995
          ---------------                                                                    
          (Kim Magness)

        -/Robert A. Naify/-                    Director                      January 31, 1995
        -------------------                                                                  
         (Robert A. Naify)
</TABLE>





                                       7
<PAGE>   9
<TABLE>
        <S>                                    <C>                           <C>
        -/Jerome H. Kern/-                     Director                      January 31, 1995
        ------------------                                                                   
         (Jerome H. Kern)

          -/Tony Coelho/-                      Director                      January 31, 1995
          ---------------                                                                    
          (Tony Coelho)

          -/R.E. Turner/-                      Director                      January 31, 1995
          ---------------                                                                    
          (R.E. Turner)
</TABLE>

THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, 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 January 31, 1995.


                                        By:   -/Gary Bracken/- 
                                             
                                              ---------------------------------
                                                Gary Bracken, Plan Administrator





                                       8
<PAGE>   10
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
         SEQUENTIAL
         EXHIBITS                                                                                                PAGE NO.
         --------                                                                                                --------
         <S>     <C>                                                                                             <C>
         4.1     Agreement and Plan of Merger, dated as of January 27, 1994, by and among the Company,
                 Liberty, Old TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated herein
                 by reference to Old TCI's Current Report on Form 8-K, dated February 15, 1994
                 (Commission File No. 0-5550)).

         4.2     Amendment No. 1, dated as of March 30, 1994, to Agreement and Plan of Merger, dated as
                 of January 27, 1994, by and among the Company, Liberty, Old TCI, TCI Mergerco, Inc.
                 and Liberty Mergerco, Inc. (incorporated herein by reference to Old TCI's Current
                 Report on Form 8-K dated April 6, 1994 (Commission File No. 0-5550)).

         4.3     Amendment No. 2, dated as of August 4, 1994, to Agreement and Plan of Merger, dated as
                 of January 27, 1994, by and among the Company, Liberty, Old TCI, TCI Mergerco, Inc.
                 and Liberty Mergerco, Inc. (incorporated herein by reference to the Company's and Old
                 TCI's Current Report on Form 8-K jointly filed on August 18, 1994) (Commission File
                 Nos. 0-20421 and 0-5550)).

          4.4    Agreement and Plan of Merger, dated as of June 6, 1991, between UAE and Old TCI
                 (incorporated herein by reference to Old TCI's Current Report on Form 8-K, dated June
                 12, 1991 (Commission File No. 0-5550)).

         4.5     First Amendment to Agreement and Plan of Merger, dated as of June 6, 1991, between UAE
                 and Old TCI (incorporated herein by reference to Old TCI's Current Report on Form 8-K,
                 dated December 12, 1991, as amended by Form 8 amendment dated January 28, 1992
                 (Commission File No. 0-5550)).

         4.6     Amended and Restated Employee Stock Purchase Plan

         4.7     Summary Plan Description

         23.1    Consent of KPMG Peat Marwick LLP.

         23.2    Consent of KPMG Peat Marwick LLP.

         23.3    Consent of Price Waterhouse LLP.
</TABLE>





                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32558}]
{"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": "033-57635", "film-number": "95506670"}, "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"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 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                                              4841                                                   84-1260157
(STATE OR OTHER JURISDICTION OF                                                                          (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)   (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)             IDENTIFICATION NO.)
TERRACE TOWER II
                                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 THE 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)

                                ---------------

                                   COPY TO:
                              JAMES F. WOOD, ESQ.
                            SHERMAN & HOWARD L.L.C.
                       3000 FIRST INTERSTATE TOWER NORTH
                             633 SEVENTEENTH STREET
                            DENVER, COLORADO  80202
                                 (303) 298-0940

                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
                                                        Proposed             Proposed    
                                                         Maximum              Maximum           Amount of
  Title of Securities to be       Amount to be        Offering Price         Aggregate         Registration
          Registered               Registered           Per Share         Offering Price         Fee (1)
- -------------------------------------------------------------------------------------------------------------
Class A Common Stock par     5,000,000 Shares           $21.81           $109,050,000         $37,603.45
  value $1.00 per share(2)
- -------------------------------------------------------------------------------------------------------------
(1)  Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
     upon the average high and low prices reported on February 6, 1995.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interested to be offered or sold pursuant to the employee benefit plan
     described herein.
================================================================================
2
                                     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 a 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.

         The Registrant was incorporated in 1994 under the name "TCI/Liberty
Holding Company" for the purpose of combining the Registrant's predecessor
Tele-Communications, Inc. (renamed "TCI Communications, Inc." and referred to
herein as "TCIC"), and Liberty Media Corporation ("Liberty").  On August 4,
1994, the mergers (the "TCI/Liberty Combination") of TCIC and Liberty with
separate wholly-owned subsidiaries of the Registrant were consummated and each
of TCIC and Liberty became wholly-owned subsidiaries of the Registrant.  In
connection with the TCI/Liberty Combination, the Registrant changed its name to
Tele-Communications, Inc. and TCIC changed its name to TCI Communications, Inc.
Unless the context indicates otherwise, as used in this Prospectus the terms
"Registrant" or "Company" mean, on and after August 4, 1994,
Tele-Communications, Inc. (formerly named "TCI/Liberty Holding Company") and,
before August 4, 1994, TCIC (formerly named "Tele-Communications, Inc."), and
their respective consolidated subsidiaries.

                                       1
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                                    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") with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:

         (a)     (1)      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"); and

                 (2)      The Company's latest annual report filed pursuant to
                 Section 13(a) or 15(d) of the Exchange Act; or

                 (3)      The latest prospectus filed pursuant to Rule 424(b)
                 under the Securities Act that contains audited financial
                 statements for the Company's latest fiscal year for which such
                 statements have been filed.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since the end of the fiscal year covered by
                 the registrant document referred to in (a) above.

         (c)     The description of the common stock, no par value, of the
                 Company contained in a registration statement filed under
                 Section 12 of the Exchange Act, including any amendments or
                 reports filed for the purpose of updating such description.

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 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 or officer of the corporation
against all expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he 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
conduct was unlawful.  A corporation may similarly indemnify such person for
expenses actually and reasonably incurred

                                       2
4
by him 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 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 indemnify 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, 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 becomes effective.

         Article V, Section E of the Company's Amended and Restated
Certification 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, 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.

                                       3
5
                 (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.

         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 extent provided by the Delaware
corporation laws and the Company's 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

                                       4
6
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 indemnitees be provided with the
maximum coverage available for any Company director or officer 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.

                 See Exhibit Index and Exhibits at the end of this Registration 
                 Statement.

                 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.

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:

                                       5
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                          (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;

                          (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 foregoing provisions, 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.

                                   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 Registration Statement on Form S-8 to be signed on its behalf by the

                                       6
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undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on January 31, 1995.

                                              TELE-COMMUNICATIONS, INC.

                                              By: -/Stephen M. Brett/-   
                                                  ----------------------------
                                                  Stephen M. Brett,
                                                  Executive Vice President
                                                  and Secretary

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brendan R. Clouston and Stephen M.
Brett, and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including pre-effective and 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, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.  Pursuant to
the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated:
Signature                           Title                             Date
             ---------                           -----                             ----
-/Bob Magness/-                Chairman of the Board               January 31, 1995
          ---------------                    and Director                                    
          (Bob Magness)                                  
                                             
        -/John C. Malone/-              President and Director               January 31, 1995
        ------------------           (Principal Executive Officer)                           
         (John C. Malone)                                         
                                     
        -/Donne F. Fisher/-          Executive Vice President and            January 31, 1995
        -------------------       Director (Principal Financial and                          
         (Donne F. Fisher)               Accounting Officer)           
                                                                       
                                  
       -/John W. Gallivan/-                    Director                      January 31, 1995
       --------------------                                                                  
        (John W. Gallivan)

          -/Kim Magness/-                      Director                      January 31, 1995
          ---------------                                                                    
          (Kim Magness)

        -/Robert A. Naify/-                    Director                      January 31, 1995
        -------------------                                                                  
         (Robert A. Naify)
7
9
-/Jerome H. Kern/-                     Director                      January 31, 1995
        ------------------                                                                   
         (Jerome H. Kern)

          -/Tony Coelho/-                      Director                      January 31, 1995
          ---------------                                                                    
          (Tony Coelho)

          -/R.E. Turner/-                      Director                      January 31, 1995
          ---------------                                                                    
          (R.E. Turner)
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, 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 January 31, 1995.

                                        By:   -/Gary Bracken/- 
                                             
                                              ---------------------------------
                                                Gary Bracken, Plan Administrator

                                       8
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                                 EXHIBIT INDEX
SEQUENTIAL
         EXHIBITS                                                                                                PAGE NO.
         --------                                                                                                --------
4.1     Agreement and Plan of Merger, dated as of January 27, 1994, by and among the Company,
                 Liberty, Old TCI, TCI Mergerco, Inc. and Liberty Mergerco, Inc. (incorporated herein
                 by reference to Old TCI's Current Report on Form 8-K, dated February 15, 1994
                 (Commission File No. 0-5550)).

         4.2     Amendment No. 1, dated as of March 30, 1994, to Agreement and Plan of Merger, dated as
                 of January 27, 1994, by and among the Company, Liberty, Old TCI, TCI Mergerco, Inc.
                 and Liberty Mergerco, Inc. (incorporated herein by reference to Old TCI's Current
                 Report on Form 8-K dated April 6, 1994 (Commission File No. 0-5550)).

         4.3     Amendment No. 2, dated as of August 4, 1994, to Agreement and Plan of Merger, dated as
                 of January 27, 1994, by and among the Company, Liberty, Old TCI, TCI Mergerco, Inc.
                 and Liberty Mergerco, Inc. (incorporated herein by reference to the Company's and Old
                 TCI's Current Report on Form 8-K jointly filed on August 18, 1994) (Commission File
                 Nos. 0-20421 and 0-5550)).

          4.4    Agreement and Plan of Merger, dated as of June 6, 1991, between UAE and Old TCI
                 (incorporated herein by reference to Old TCI's Current Report on Form 8-K, dated June
                 12, 1991 (Commission File No. 0-5550)).

         4.5     First Amendment to Agreement and Plan of Merger, dated as of June 6, 1991, between UAE
                 and Old TCI (incorporated herein by reference to Old TCI's Current Report on Form 8-K,
                 dated December 12, 1991, as amended by Form 8 amendment dated January 28, 1992
                 (Commission File No. 0-5550)).

         4.6     Amended and Restated Employee Stock Purchase Plan

         4.7     Summary Plan Description

         23.1    Consent of KPMG Peat Marwick LLP.

         23.2    Consent of KPMG Peat Marwick LLP.

         23.3    Consent of Price Waterhouse LLP.
9