<PAGE>
 
   As filed with the Securities and Exchange Commission on ____________, 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.) 
  
                                     4841
           (Primary Standard Industrial Classification Code Number)
                              

                                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)
                                        
           EMPLOYEE STOCK PURCHASE PLAN FOR BARGAINING UNIT EMPLOYEES
        OF HERITAGE CABLE VISION ASSOCIATES, L.P. D/B/A TCI OF MICHIANA
                                        
                            (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:
                            LESLIE A. NICHOLS, ESQ.
                            SHERMAN & HOWARD L.L.C.
                       3000 FIRST INTERSTATE TOWER NORTH
                             633 SEVENTEENTH STREET
                            DENVER, COLORADO  80202
                                 (303) 297-2900
                                        
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                            Proposed    Proposed
                                            Maximum     Maximum   
                                            Offering   Aggregate     Amount of 
Title of Securities to be    Amount to be  Price Per    Offering   Registration
      Registered              Registered     Share       Price        Fee (1)   
- --------------------------------------------------------------------------------
<S>                          <C>           <C>         <C>         <C>
Class A Common Stock par      10,000        $22.9375    $229,375    $79.10
 value $1.00 per share(2)     Shares
- --------------------------------------------------------------------------------
</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 June 27, 1995.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 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 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>
 
                                    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.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents.

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.

                                       2
<PAGE>
 
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 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.

                                       3
<PAGE>
 
          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 

                                       4
<PAGE>
 
          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 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.

                                       5
<PAGE>
 
     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:

              (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;

                                       6
<PAGE>
 
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) and each filing of the annual report of the Plan pursuant
to 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.

                                       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 Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwood Village, State of Colorado, on June
30, 1995.

                              TELE-COMMUNICATIONS, INC.



                              By:   /s/ 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>
      /s/ Bob Magness                Chairman of the Board         June 30, 1995
- -----------------------------             and Director
      (Bob Magness)                 
 
    /s/ John C. Malone              President and Director         June 30, 1995
- -----------------------------    (Principal Executive Officer)
     (John C. Malone)           
 
</TABLE> 


                                       8
<PAGE>
<TABLE> 
<CAPTION> 
<S>                             <C>                                <C> 
 
    /s/ Donne F. Fisher           Executive Vice President and     June 30, 1995
- -----------------------------   Director (Principal Financial and
     (Donne F. Fisher)                 Accounting Officer)
                                      
 
   /s/ John W. Gallivan                    Director                June 30, 1995
- -----------------------------
    (John W. Gallivan)
 
     /s/ Kim Magness                       Director                June 30, 1995
- -----------------------------
      (Kim Magness)
 
    /s/ Robert A. Naify                    Director                 June 5, 1995
- -----------------------------
     (Robert A. Naify)
 
    /s/ Jerome H. Kern                     Director                June 30, 1995
- -----------------------------
     (Jerome H. Kern)
 
   /s/ Anthony L. Coelho                   Director                June 30, 1995
- -----------------------------
    (Anthony L. Coelho)
 
      /s/ R.E. Turner                      Director                June 30, 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 June 30, 1995.


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

                                       9
<PAGE>
 
                                 EXHIBIT INDEX
                                        
     SEQUENTIAL
     EXHIBITS                                                        PAGE NO.
     --------                                                        --------


     4.6   Employee Stock Purchase Plan for Bargaining Unit Employees

     23.1  Consent of KPMG Peat Marwick LLP

     23.2  Consent of KPMG Peat Marwick LLP

     23.3  Consent of KPMG

     23.4  Consent of KPMG Peat Marwick LLP

     23.5  Consent of KPMG Finsterbusch Pickenhayn Sibille

     23.6  Consent of Price Waterhouse LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 HERITAGE", "secsgml_size_bytes": 29318}]
{"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": "033-60843", "film-number": "95551865"}, "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 ____________, 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.) 
  
                                     4841
           (Primary Standard Industrial Classification Code Number)
                              

                                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)
                                        
           EMPLOYEE STOCK PURCHASE PLAN FOR BARGAINING UNIT EMPLOYEES
        OF HERITAGE CABLE VISION ASSOCIATES, L.P. D/B/A TCI OF MICHIANA
                                        
                            (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:
                            LESLIE A. NICHOLS, ESQ.
                            SHERMAN & HOWARD L.L.C.
                       3000 FIRST INTERSTATE TOWER NORTH
                             633 SEVENTEENTH STREET
                            DENVER, COLORADO  80202
                                 (303) 297-2900
                                        
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                            Proposed    Proposed
                                            Maximum     Maximum   
                                            Offering   Aggregate     Amount of 
Title of Securities to be    Amount to be  Price Per    Offering   Registration
      Registered              Registered     Share       Price        Fee (1)   
- --------------------------------------------------------------------------------
Class A Common Stock par      10,000        $22.9375    $229,375    $79.10
 value $1.00 per share(2)     Shares
- --------------------------------------------------------------------------------
(1) Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
    upon the average high and low prices reported on June 27, 1995.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 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 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
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.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents.

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.

                                       2
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 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.

                                       3
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 

                                       4
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 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.

                                       5
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:

              (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;

                                       6
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) and each filing of the annual report of the Plan pursuant
to 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.

                                       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 Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwood Village, State of Colorado, on June
30, 1995.

                              TELE-COMMUNICATIONS, INC.

                              By:   /s/ 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
- -----------------------------  ---------------------------------   -------------
/s/ Bob Magness                Chairman of the Board         June 30, 1995
- -----------------------------             and Director
      (Bob Magness)                 
 
    /s/ John C. Malone              President and Director         June 30, 1995
- -----------------------------    (Principal Executive Officer)
     (John C. Malone)
8
/s/ Donne F. Fisher           Executive Vice President and     June 30, 1995
- -----------------------------   Director (Principal Financial and
     (Donne F. Fisher)                 Accounting Officer)
                                      
 
   /s/ John W. Gallivan                    Director                June 30, 1995
- -----------------------------
    (John W. Gallivan)
 
     /s/ Kim Magness                       Director                June 30, 1995
- -----------------------------
      (Kim Magness)
 
    /s/ Robert A. Naify                    Director                 June 5, 1995
- -----------------------------
     (Robert A. Naify)
 
    /s/ Jerome H. Kern                     Director                June 30, 1995
- -----------------------------
     (Jerome H. Kern)
 
   /s/ Anthony L. Coelho                   Director                June 30, 1995
- -----------------------------
    (Anthony L. Coelho)
 
      /s/ R.E. Turner                      Director                June 30, 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 June 30, 1995.

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

                                       9
EXHIBIT INDEX
                                        
     SEQUENTIAL
     EXHIBITS                                                        PAGE NO.
     --------                                                        --------

     4.6   Employee Stock Purchase Plan for Bargaining Unit Employees

     23.1  Consent of KPMG Peat Marwick LLP

     23.2  Consent of KPMG Peat Marwick LLP

     23.3  Consent of KPMG

     23.4  Consent of KPMG Peat Marwick LLP

     23.5  Consent of KPMG Finsterbusch Pickenhayn Sibille

     23.6  Consent of Price Waterhouse LLP