<PAGE>
 
  As filed with the Securities and Exchange Commission on December 22, 1997
                                              Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

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

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

                  DELAWARE                               84-1260157
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                  Identification No.)


                                5619 DTC PARKWAY
                         ENGLEWOOD, COLORADO 80111-3000
              (Address of Principal Executive Offices) (Zip Code)

             TELE-COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
             (TO BE RESTATED AND RENAMED THE "TCI 401(K) STOCK PLAN" 
                          EFFECTIVE JANUARY 1,1998)
                          (Full title of the plan)

                             STEPHEN M. BRETT, ESQ.
                           TELE-COMMUNICATIONS, INC.
                               TERRACE TOWER II
                               5619 DTC PARKWAY
                         ENGLEWOOD, COLORADO 80111-3000
                    (Name and address of agent for service)

                                 (303) 267-5500
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>

<CAPTION>
                                                                                    PROPOSED                 
                                                                    PROPOSED        MAXIMUM                  
TITLE OF EACH CLASS OF                           AMOUNT             MAXIMUM         AGGREGATE    AMOUNT OF   
  SECURITIES                                      TO BE           OFFERING PRICE    OFFERING    REGISTRATION
TO BE REGISTERED                             REGISTERED (1)(2)     PER SHARE (3)    PRICE (3)        FEE     
------------------------------------------------------------------------------------------------------------
<S>                                       <C>                    <C>              <C>           <C>
Tele-Communications, Inc. Series A
 TCI Group Common Stock, par value        20,000,000 shares        $27.875
 $1.00 per share........................
 
Tele-Communications, Inc. Series A                                                $1,454,687,500 $429,133
 Liberty Media Group Common Stock,        15,000,000 shares        $33.125
 par value $1.00 per share..............
 
Tele-Communications, Inc. Series A TCI
 Ventures Group Common Stock, par         15,000,000 shares        $26.6875
 value $1.00 per share..................
 
</TABLE>

(1)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover
additional securities that may be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(3)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) of the Securities Act on the basis of
the average of the high and low sales prices reported on the Nasdaq National
Market on December 17, 1997.


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


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     Tele-Communications, Inc. (the "Company"), and, where applicable, the Tele-
Communications, Inc.  Employee Stock Purchase Plan (to be restated and renamed
the "TCI 401(k) Stock Plan" effective January 1, 1998 (the "Plan")) hereby
incorporate by reference in this Registration Statement the following documents
filed by the Company and, where applicable, the Plan with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(Commission File No. 0-20421):

 (i)   The Company's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1996, as amended on Form 10-K/A (Amendment No. 1).

(ii)   The Company's Quarterly Reports on Form 10-Q for the quarterly periods
       ended March 31, 1997, June 30, 1997 and September 30, 1997 (as amended by
       Form 10-Q/A (Amendment No. 1)), respectively.

(iii)  The Company's Current Reports on Form 8-K, dated January 22, 1997, March
       5, 1997, August 28, 1997 and September 9, 1997.

(iv)   Item 1 of the Company's registration statement on Form 8-A/A (Amendment
       No.1), dated August 28, 1997.

(v)    The Plan's Annual Report on Form 11-K for the fiscal year ended December
       31, 1996.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares registered hereby is being passed upon for the
Company by Stephen M. Brett, Esq., Executive Vice President and General Counsel
of the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (except actions by or in the

                                      II-1
<PAGE>
 
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of any action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

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

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

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

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

                                      II-2
<PAGE>
 
          (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.

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

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

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

     The Company has also entered into indemnification agreements with each of
its directors (each director, an "indemnitee").  The indemnification agreements
provide (i) for the prompt indemnification to the fullest extent permitted by
law against any and all expenses, including attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal), or in
preparing for ("Expenses"), any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation ("Claim"), related to the fact that
such indemnitee is or was a director, officer, employee, agent or fiduciary of
the Company or is or was serving at the Company's request as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members ofthe 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

                                      II-3
<PAGE>
 
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.  Indemnities' rights under the indemnification
agreements are not exclusive of  under Delaware law, the Company's Bylaws or
otherwise.  Although not requiring the maintenance of directors' and officers'
liability insurance, the indemnification agreements require that an indemnitee
be provided with the maximum coverage available for any director or officer of
the Company if there is such a policy.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

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

     4.1 Restated Certificate of Incorporation of the Company dated August 4,
         1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
         October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
         January 25, 1996, January 25, 1996, April 7, 1997 and August 28, 1997
         (Incorporated herein by reference to Exhibit 1 of the Company's
         Registration Statement on Form 8-A/A (Amendment No. 1), dated August
         28, 1997 (Commission File No. 0-20421)).

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

     4.3 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
         TCI Group Common Stock, par value $1.00 per share (Incorporated herein
         by reference to Exhibit 4.3 of the initial filing of the Company's
         registration statement on Form 8-A, which was subsequently amended by
         Form 8-A/A (Amendment Nos. 1, 2 and 3) (Commission File No. 0-20421)).

     4.4 Specimen Stock Certificate for Tele-Communications, Inc. Series A
         Liberty Media Group Common Stock, par value $1.00 per share
         (Incorporated herein by reference to Exhibit 4.5 of the initial filing
         of the Company's registration statement on Form 8-A, which was
         subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
         (Commission File No. 0-20421)).

                                      II-4
<PAGE>
 
     4.5 Specimen Stock Certificate for Tele-Communications, Inc. Series A TCI
         Ventures Group Common Stock, par value $1.00 per share, of the Company
         (Incorporated herein by reference to Exhibit 4.3 of the Company's
         registration statement on Form S-8, filed with the Commission on
         November 13, 1997 (No. 333-40141)).

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

     4.7 Form of TCI 401(k) Stock Plan.

     5   Opinion of Stephen M. Brett, Esq.

    23.1 Consent of KPMG Peat Marwick LLP.

    23.2 Consent of KPMG Peat Marwick LLP.

    23.3 Consent of KPMG Peat Marwick LLP.

    23.4 Consent of KPMG Audit Plc.

    23.5 Consent of Deloitte & Touche LLP.

    23.6 Consent of Price Waterhouse LLP.

    23.7 Consent of Stephen M. Brett, Esq. (included in Exhibit 5).

    24   Power of Attorney (included herein on page II-8).

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;

          (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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
--------  -------                                                        
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed

                                      II-5
<PAGE>
 
with or furnished to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

       (2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
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 and will be governed by the final
adjudication of such issue.

                                      II-6
<PAGE>
 
                                   SIGNATURES


          The Registrant.  Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement 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 December 22, 1997.


                                 TELE-COMMUNICATIONS, INC.



                                 By:  /s/  Stephen M. Brett
                                     _____________________________
                                     Name:  Stephen M. Brett
                                     Title: Executive Vice President 
                                            and Secretary

                                      II-7
<PAGE>
 
                               POWER OF ATTORNEY



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

  Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons (which persons
constitute a majority of the Board of Directors) in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
 
        Signature                       Title                    Date
        ---------                       -----                    ----
<S>                         <C>                             <C>

/s/ John C. Malone          Chairman of the Board, Chief    December 22, 1997
-------------------------   Executive Officer and
(John C. Malone)            Director (Principal Executive
                            Officer)
 
/s/ Leo J. Hindery, Jr.     President and Director          December 22, 1997
-------------------------   (Principal Operating Officer)
(Leo J. Hindery, Jr.)

/s/ Donne F. Fisher
-------------------------   Director                        December 22, 1997
(Donne F. Fisher)

/s/ Kim Magness
-------------------------   Director                        December 22, 1997
(Kim Magness)

/s/ John W. Gallivan
-------------------------   Director                        December 22, 1997
(John W. Gallivan)

/s/ Robert A. Naify
-------------------------   Director                        December 22, 1997
(Robert A. Naify)

/s/ Jerome H. Kern
-------------------------   Director                        December 22, 1997
(Jerome H. Kern)

/s/ J.C. Sparkman
-------------------------   Director                        December 22, 1997
(J.C. Sparkman)

/s/ Paul A. Gould
-------------------------   Director                        December 22, 1997
(Paul A. Gould)

/s/ Bernard W. Schotters    Senior Vice President and       December 22, 1997 
-------------------------   Treasurer                                     
(Bernard W. Schotters)      (Principal Financial Officer)                 

                            Senior Vice President of TCI                   
/s/ Gary K. Bracken         Communications, Inc.            December 22, 1997  
-------------------------   (Principal Accounting           
(Gary K. Bracken)           Officer)               
                                                   
</TABLE>

                                      II-8
<PAGE>
 
  The Plan. Pursuant to the requirements of the Securities Act, the persons who
administer the Plan have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Greenwood Village, State of Colorado, on December 22, 1997.


                                   TELE-COMMUNICATIONS, INC. EMPLOYEE STOCK
                                   PURCHASE PLAN (to be restated and renamed the
                                   "TCI 401(k) Plan" effective January 1, 1998)



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

                                      II-9
<PAGE>
 
                                 EXHIBIT INDEX

    4.1  Restated Certificate of Incorporation of the Company dated August 4,
         1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
         October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
         January 25, 1996, January 25, 1996, April 7, 1997 and August 28, 1997
         (Incorporated herein by reference to Exhibit 1 of the Company's
         Registration Statement on Form 8-A/A (Amendment No. 1), dated August
         28, 1997 (Commission File No. 0-20421)).

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

    4.3  Specimen Stock Certificate for the Tele-Communications, Inc. Series A
         TCI Group Common Stock, par value $1.00 per share (Incorporated herein
         by reference to Exhibit 4.3 of the initial filing of the Company's
         registration statement on Form 8-A, which was subsequently amended by
         Form 8-A/A (Amendment Nos. 1, 2 and 3) (Commission File No. 0-20421)).

    4.4  Specimen Stock Certificate for Tele-Communications, Inc. Series A
         Liberty Media Group Common Stock, par value $1.00 per share
         (Incorporated herein by reference to Exhibit 4.5 of the initial filing
         of the Company's registration statement on Form 8-A, which was
         subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
         (Commission File No. 0-20421)).

    4.5  Specimen Stock Certificate for Tele-Communications, Inc. Series A TCI
         Ventures Group Common Stock, par value $1.00 per share, of the Company
         (Incorporated herein by reference to Exhibit 4.3 of the Company's
         registration statement on Form S-8, filed with the Commission on
         November 13, 1997 (No. 333-40141)).

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

    4.7  Form of TCI 401(k) Stock Plan.

    5    Opinion of Stephen M. Brett, Esq.

   23.1  Consent of KPMG Peat Marwick LLP.

   23.2  Consent of KPMG Peat Marwick LLP.

   23.3  Consent of KPMG Peat Marwick LLP.

   23.4  Consent of KPMG Audit Plc.

   23.5  Consent of Deloitte & Touche LLP.

   23.6  Consent of Price Waterhouse LLP.

   23.7  Consent of Stephen M. Brett, Esq. (included in Exhibit 5).

   24    Power of Attorney (included herein on page II-8).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 34694}]
{"company-data": {"conformed-name": "TELE COMMUNICATIONS INC /CO/", "cik": "0000925692", "assigned-sic": "4813", "irs-number": "841260157", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42917", "film-number": "97742341"}, "business-address": {"street1": "5619 DTC PARKWAY", "city": "ENGLEWOOD", "state": "CO", "zip": "80111-3000", "phone": "3032675500"}, "mail-address": {"street1": "5619 DTC PARKWAY", "city": "ENGLEWOOD", "state": "CO", "zip": "80111-3000"}, "former-company": {"former-conformed-name": "TCI LIBERTY HOLDING CO", "date-changed": "19940620"}}
As filed with the Securities and Exchange Commission on December 22, 1997
                                              Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

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

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

                  DELAWARE                               84-1260157
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                  Identification No.)

                                5619 DTC PARKWAY
                         ENGLEWOOD, COLORADO 80111-3000
              (Address of Principal Executive Offices) (Zip Code)

             TELE-COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
             (TO BE RESTATED AND RENAMED THE "TCI 401(K) STOCK PLAN" 
                          EFFECTIVE JANUARY 1,1998)
                          (Full title of the plan)

                             STEPHEN M. BRETT, ESQ.
                           TELE-COMMUNICATIONS, INC.
                               TERRACE TOWER II
                               5619 DTC PARKWAY
                         ENGLEWOOD, COLORADO 80111-3000
                    (Name and address of agent for service)

                                 (303) 267-5500
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
PROPOSED                 
                                                                    PROPOSED        MAXIMUM                  
TITLE OF EACH CLASS OF                           AMOUNT             MAXIMUM         AGGREGATE    AMOUNT OF   
  SECURITIES                                      TO BE           OFFERING PRICE    OFFERING    REGISTRATION
TO BE REGISTERED                             REGISTERED (1)(2)     PER SHARE (3)    PRICE (3)        FEE     
------------------------------------------------------------------------------------------------------------
Tele-Communications, Inc. Series A
 TCI Group Common Stock, par value        20,000,000 shares        $27.875
 $1.00 per share........................
 
Tele-Communications, Inc. Series A                                                $1,454,687,500 $429,133
 Liberty Media Group Common Stock,        15,000,000 shares        $33.125
 par value $1.00 per share..............
 
Tele-Communications, Inc. Series A TCI
 Ventures Group Common Stock, par         15,000,000 shares        $26.6875
 value $1.00 per share..................
(1)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover
additional securities that may be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(3)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) of the Securities Act on the basis of
the average of the high and low sales prices reported on the Nasdaq National
Market on December 17, 1997.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     Tele-Communications, Inc. (the "Company"), and, where applicable, the Tele-
Communications, Inc.  Employee Stock Purchase Plan (to be restated and renamed
the "TCI 401(k) Stock Plan" effective January 1, 1998 (the "Plan")) hereby
incorporate by reference in this Registration Statement the following documents
filed by the Company and, where applicable, the Plan with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(Commission File No. 0-20421):

 (i)   The Company's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1996, as amended on Form 10-K/A (Amendment No. 1).

(ii)   The Company's Quarterly Reports on Form 10-Q for the quarterly periods
       ended March 31, 1997, June 30, 1997 and September 30, 1997 (as amended by
       Form 10-Q/A (Amendment No. 1)), respectively.

(iii)  The Company's Current Reports on Form 8-K, dated January 22, 1997, March
       5, 1997, August 28, 1997 and September 9, 1997.

(iv)   Item 1 of the Company's registration statement on Form 8-A/A (Amendment
       No.1), dated August 28, 1997.

(v)    The Plan's Annual Report on Form 11-K for the fiscal year ended December
       31, 1996.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares registered hereby is being passed upon for the
Company by Stephen M. Brett, Esq., Executive Vice President and General Counsel
of the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (except actions by or in the

                                      II-1
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of any action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

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

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

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

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

                                      II-2
(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.

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

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

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

     The Company has also entered into indemnification agreements with each of
its directors (each director, an "indemnitee").  The indemnification agreements
provide (i) for the prompt indemnification to the fullest extent permitted by
law against any and all expenses, including attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal), or in
preparing for ("Expenses"), any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation ("Claim"), related to the fact that
such indemnitee is or was a director, officer, employee, agent or fiduciary of
the Company or is or was serving at the Company's request as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members ofthe 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

                                      II-3
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.  Indemnities' rights under the indemnification
agreements are not exclusive of  under Delaware law, the Company's Bylaws or
otherwise.  Although not requiring the maintenance of directors' and officers'
liability insurance, the indemnification agreements require that an indemnitee
be provided with the maximum coverage available for any director or officer of
the Company if there is such a policy.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

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

     4.1 Restated Certificate of Incorporation of the Company dated August 4,
         1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
         October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
         January 25, 1996, January 25, 1996, April 7, 1997 and August 28, 1997
         (Incorporated herein by reference to Exhibit 1 of the Company's
         Registration Statement on Form 8-A/A (Amendment No. 1), dated August
         28, 1997 (Commission File No. 0-20421)).

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

     4.3 Specimen Stock Certificate for the Tele-Communications, Inc. Series A
         TCI Group Common Stock, par value $1.00 per share (Incorporated herein
         by reference to Exhibit 4.3 of the initial filing of the Company's
         registration statement on Form 8-A, which was subsequently amended by
         Form 8-A/A (Amendment Nos. 1, 2 and 3) (Commission File No. 0-20421)).

     4.4 Specimen Stock Certificate for Tele-Communications, Inc. Series A
         Liberty Media Group Common Stock, par value $1.00 per share
         (Incorporated herein by reference to Exhibit 4.5 of the initial filing
         of the Company's registration statement on Form 8-A, which was
         subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
         (Commission File No. 0-20421)).

                                      II-4
4.5 Specimen Stock Certificate for Tele-Communications, Inc. Series A TCI
         Ventures Group Common Stock, par value $1.00 per share, of the Company
         (Incorporated herein by reference to Exhibit 4.3 of the Company's
         registration statement on Form S-8, filed with the Commission on
         November 13, 1997 (No. 333-40141)).

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

     4.7 Form of TCI 401(k) Stock Plan.

     5   Opinion of Stephen M. Brett, Esq.

    23.1 Consent of KPMG Peat Marwick LLP.

    23.2 Consent of KPMG Peat Marwick LLP.

    23.3 Consent of KPMG Peat Marwick LLP.

    23.4 Consent of KPMG Audit Plc.

    23.5 Consent of Deloitte & Touche LLP.

    23.6 Consent of Price Waterhouse LLP.

    23.7 Consent of Stephen M. Brett, Esq. (included in Exhibit 5).

    24   Power of Attorney (included herein on page II-8).

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;

          (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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
--------  -------                                                        
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed

                                      II-5
with or furnished to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

       (2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
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 and will be governed by the final
adjudication of such issue.

                                      II-6
SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement 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 December 22, 1997.

                                 TELE-COMMUNICATIONS, INC.

                                 By:  /s/  Stephen M. Brett
                                     _____________________________
                                     Name:  Stephen M. Brett
                                     Title: Executive Vice President 
                                            and Secretary

                                      II-7
POWER OF ATTORNEY

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

  Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons (which persons
constitute a majority of the Board of Directors) in the capacities and on the
dates indicated:
Signature                       Title                    Date
        ---------                       -----                    ----
/s/ John C. Malone          Chairman of the Board, Chief    December 22, 1997
-------------------------   Executive Officer and
(John C. Malone)            Director (Principal Executive
                            Officer)
 
/s/ Leo J. Hindery, Jr.     President and Director          December 22, 1997
-------------------------   (Principal Operating Officer)
(Leo J. Hindery, Jr.)

/s/ Donne F. Fisher
-------------------------   Director                        December 22, 1997
(Donne F. Fisher)

/s/ Kim Magness
-------------------------   Director                        December 22, 1997
(Kim Magness)

/s/ John W. Gallivan
-------------------------   Director                        December 22, 1997
(John W. Gallivan)

/s/ Robert A. Naify
-------------------------   Director                        December 22, 1997
(Robert A. Naify)

/s/ Jerome H. Kern
-------------------------   Director                        December 22, 1997
(Jerome H. Kern)

/s/ J.C. Sparkman
-------------------------   Director                        December 22, 1997
(J.C. Sparkman)

/s/ Paul A. Gould
-------------------------   Director                        December 22, 1997
(Paul A. Gould)

/s/ Bernard W. Schotters    Senior Vice President and       December 22, 1997 
-------------------------   Treasurer                                     
(Bernard W. Schotters)      (Principal Financial Officer)                 

                            Senior Vice President of TCI                   
/s/ Gary K. Bracken         Communications, Inc.            December 22, 1997  
-------------------------   (Principal Accounting           
(Gary K. Bracken)           Officer)
II-8
The Plan. Pursuant to the requirements of the Securities Act, the persons who
administer the Plan have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Greenwood Village, State of Colorado, on December 22, 1997.

                                   TELE-COMMUNICATIONS, INC. EMPLOYEE STOCK
                                   PURCHASE PLAN (to be restated and renamed the
                                   "TCI 401(k) Plan" effective January 1, 1998)

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

                                      II-9
EXHIBIT INDEX

    4.1  Restated Certificate of Incorporation of the Company dated August 4,
         1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
         October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
         January 25, 1996, January 25, 1996, April 7, 1997 and August 28, 1997
         (Incorporated herein by reference to Exhibit 1 of the Company's
         Registration Statement on Form 8-A/A (Amendment No. 1), dated August
         28, 1997 (Commission File No. 0-20421)).

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

    4.3  Specimen Stock Certificate for the Tele-Communications, Inc. Series A
         TCI Group Common Stock, par value $1.00 per share (Incorporated herein
         by reference to Exhibit 4.3 of the initial filing of the Company's
         registration statement on Form 8-A, which was subsequently amended by
         Form 8-A/A (Amendment Nos. 1, 2 and 3) (Commission File No. 0-20421)).

    4.4  Specimen Stock Certificate for Tele-Communications, Inc. Series A
         Liberty Media Group Common Stock, par value $1.00 per share
         (Incorporated herein by reference to Exhibit 4.5 of the initial filing
         of the Company's registration statement on Form 8-A, which was
         subsequently amended by Form 8-A/A (Amendment Nos. 1, 2 and 3)
         (Commission File No. 0-20421)).

    4.5  Specimen Stock Certificate for Tele-Communications, Inc. Series A TCI
         Ventures Group Common Stock, par value $1.00 per share, of the Company
         (Incorporated herein by reference to Exhibit 4.3 of the Company's
         registration statement on Form S-8, filed with the Commission on
         November 13, 1997 (No. 333-40141)).

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

    4.7  Form of TCI 401(k) Stock Plan.

    5    Opinion of Stephen M. Brett, Esq.

   23.1  Consent of KPMG Peat Marwick LLP.

   23.2  Consent of KPMG Peat Marwick LLP.

   23.3  Consent of KPMG Peat Marwick LLP.

   23.4  Consent of KPMG Audit Plc.

   23.5  Consent of Deloitte & Touche LLP.

   23.6  Consent of Price Waterhouse LLP.

   23.7  Consent of Stephen M. Brett, Esq. (included in Exhibit 5).

   24    Power of Attorney (included herein on page II-8).