<PAGE>
 
   As filed with the Securities and Exchange Commission on December 18, 1996
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                       TCI Satellite Entertainment, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                                      84-1299995
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                       Identification No.)

                         8085 South Chester, Suite 300
                           Englewood, Colorado 80112
              (Address of Principal Executive Offices) (Zip Code)

          TCI Satellite Entertainment, Inc. 1996 Stock Incentive Plan
                            (Full title of the plan)


                                 Gary S. Howard
                       TCI Satellite Entertainment, Inc.
                         8085 South Chester, Suite 300
                           Englewood, Colorado 80112
                    (Name and address of agent for service)

                                 (303) 712-4600
         (Telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================== 
         Title of each class of                  Amount          Proposed maximum      Proposed maximum       Amount of
               securities                         to be           offering price      aggregate offering     registration
            to be registered                 registered (1)        per share (2)           price (2)             fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>                  <C>                    <C>
Series A Common Stock, par value $1.00
 per share .............................    3,200,000 shares         $10.8125            $34,600,000           $10,485
===========================================================================================================================
</TABLE>

     (1)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
     "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)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and Rule 457(c) of the  Act on the basis of the
     average of the high and low sales prices reported on the Nasdaq National
     Market on December 11, 1996.

================================================================================
<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 of 1933, as amended (the "Securities Act").  In
accordance with Rule 428(a) under the Securities Act and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.  The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428(a)(2) under the
Securities Act.  Upon request, the Registrant shall furnish to the Commission or
its staff a copy or copies of all the documents included in such file.
<PAGE>
 
                                    PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     TCI Satellite Entertainment, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (File No. 000-21317):

     (i)  The Company's registration statement on Form 10, as amended by Form
          10/A (Amendments No. 1, 2 and 3).

     (ii) The Company's quarterly report on Form 10-Q for the quarter ended
          September 30, 1996.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment 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.

     Certain legal matters with respect to the Series A Common Stock are being
passed upon for the Company by Baker & Botts, L.L.P., 599 Lexington Avenue, New
York, New York 10022.   Certain attorneys with Baker & Botts, L.L.P. hold or
have the right to receive options to purchase the Company's Series A Common
Stock.
 
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, 

                                      II-2
<PAGE>
 
          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 or make advances to 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 by a director or officer 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 amendment, modification or repeal 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 amendment, modification or repeal."

     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 

                                      II-3
<PAGE>
 
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.

     Certain officers of the Company, who were officers and directors of Tele-
Communications, Inc. ("TCI") and/or TCI Communications, Inc. ("TCIC") prior to
the distribution of the Company's Series A Common Stock and Series B Common
Stock to holders of Tele-Communications, Inc.  Series A TCI Group Common Stock
and Tele-Communications, Inc. Series B TCI Group Common Stock, respectively,
have received undertakings of indemnification from TCI and/or TCIC.

     The Company also intends to enter into indemnification agreements with each
of its directors (each director, an "indemnitee").  The indemnification
agreements are expected to 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 are expected to 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 are expected to 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 are expected to 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 would not be exclusive of any other rights they may
have under 

                                      II-4
<PAGE>
 
Delaware law, the Company's Bylaws or otherwise. Although the indemnification
agreements would not require the maintenance of directors' and officers'
liability insurance, the indemnification agreements are expected to 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.

     4.1  Restated Certificate of Incorporation of the Company (incorporated
          herein by reference to Exhibit 3.1 of the Company's Registration
          Statement on Form 10, as amended by Form 10/A (Amendments No. 1, 2 and
          3) (Commission File No. 000-21317)).

     4.2  Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
          of the Company's Registration Statement on Form 10, as amended by Form
          10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-21317)).

     4.3  Specimen Stock Certificate for Series A Common Stock, par value $1.00
          per share, of the Company (incorporated herein by reference to Exhibit
          4.1 of the Company's Registration Statement on Form 10, as amended by
          Form 10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-
          21317)).

     4.4  Form of TCI Satellite Entertainment, Inc. 1996 Stock Incentive Plan
          (incorporated herein by reference to Exhibit 10.4 of the Company's
          Registration Statement on Form 10, as amended by Form 10/A (Amendments
          No. 1, 2 and 3) (Commission File No. 000-21317)).

     4.5  Form of Option Agreement for Gary S. Howard to purchase Series A
          Common Stock of the Company (incorporated herein by reference to
          Exhibit 10.7 of the Company's Registration Statement on Form 10, as
          amended by Form 10/A (Amendments No. 1, 2 and 3) (Commission File No.
          000-21317)).

     5    Opinion of Baker & Botts, L.L.P.

     23.1 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).

     23.2 Consent of KPMG Peat Marwick LLP.

     23.3 Consent of Price Waterhouse LLP.

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

                                      II-5
<PAGE>
 
Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

          (ii)   To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement.  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% 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 by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions 

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

                                      II-7
<PAGE>
 
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwood Village, State of Colorado, on December 18,
1996.

                              TCI SATELLITE ENTERTAINMENT, INC.



                              By:      /s/ Gary S. Howard
                                     -------------------------------
                                    Name:  Gary S. Howard
                                    Title: President and Chief Executive
                                           Officer

                                      II-8
<PAGE>
 
                               POWER OF ATTORNEY

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

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement 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/ Gary S. Howard           President and Chief             December 18, 1996
------------------           Executive Officer (Principal             
(Gary S. Howard)             Executive Officer); Director   


/s/ John C. Malone           Director                        December 18, 1996
------------------
(John C. Malone)


/s/ David P. Beddow          Director                        December 5, 1996
-------------------
(David P. Beddow)


/s/ William E. Johnson       Director                        December 10, 1996
----------------------
(William E. Johnson)


/s/ John W. Goddard          Director                        December 10, 1996
-------------------
(John W. Goddard)


/s/ Kenneth G. Carroll       Senior Vice President and       December 18, 1996
-----------------            Chief Financial Officer 
(Kenneth G. Carroll)         (Principal Financial Officer)

 
/s/ William D. Myers         Vice President and Treasurer    December 18, 1996
-----------------            (Principal Accounting 
(William D. Myers)           Officer ) 
                  


                                     II-9

<PAGE>
 
                               INDEX TO EXHIBITS
Exhibit
Number
------
 
 
4.1   Restated Certificate of Incorporation of the Company (incorporated herein
      by reference to Exhibit 3.1 of the Company's Registration Statement on
      Form 10, as amended by Form 10/A (Amendments No. 1, 2 and 3) (Commission
      File No. 000-21317)).

4.2   Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
      of the Company's Registration Statement on Form 10, as amended by Form
      10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-21317)).

4.3    Specimen Stock Certificate for Series A Common Stock, par value $1.00
       per share, of the Company (incorporated herein by reference to Exhibit
       4.1 of the Company's Registration Statement on Form 10, as amended by
       Form 10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-
       21317)).
     
4.4    Form of TCI Satellite Entertainment, Inc. 1996 Stock Incentive Plan
       (incorporated herein by reference to Exhibit 10.4 of the Company's
       Registration Statement on Form 10, as amended by Form 10/A (Amendments
       No. 1, 2 and 3) (Commission File No. 000-21317)).
     
4.5    Form of Option Agreement for Gary S. Howard to purchase Series A
       Common Stock of the Company (incorporated herein by reference to
       Exhibit 10.7 of the Company's Registration Statement on Form 10, as
       amended by Form 10/A (Amendments No. 1, 2 and 3) (Commission File No.
       000-21317)).
     
5      Opinion of Baker & Botts, L.L.P.
     
23.1   Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
     
23.2   Consent of KPMG Peat Marwick LLP.
     
23.3   Consent of Price Waterhouse LLP.
     
24     Power of Attorney (included herein on page II-9).


                                     II-10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 30724}]
{"company-data": {"conformed-name": "TCI SATELLITE ENTERTAINMENT INC", "cik": "0001022222", "assigned-sic": "4841", "irs-number": "841352884"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18167", "film-number": "96682804"}, "business-address": {"street1": "8085 SOUTH CHESTER SUITE 300", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "3037124600"}, "mail-address": {"street1": "C/O BAKER & BOTTS LLP", "street2": "599 LEXINGTON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange Commission on December 18, 1996
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                       TCI Satellite Entertainment, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                                      84-1299995
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                       Identification No.)

                         8085 South Chester, Suite 300
                           Englewood, Colorado 80112
              (Address of Principal Executive Offices) (Zip Code)

          TCI Satellite Entertainment, Inc. 1996 Stock Incentive Plan
                            (Full title of the plan)

                                 Gary S. Howard
                       TCI Satellite Entertainment, Inc.
                         8085 South Chester, Suite 300
                           Englewood, Colorado 80112
                    (Name and address of agent for service)

                                 (303) 712-4600
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================================== 
         Title of each class of                  Amount          Proposed maximum      Proposed maximum       Amount of
               securities                         to be           offering price      aggregate offering     registration
            to be registered                 registered (1)        per share (2)           price (2)             fee
---------------------------------------------------------------------------------------------------------------------------
Series A Common Stock, par value $1.00
 per share .............................    3,200,000 shares         $10.8125            $34,600,000           $10,485
===========================================================================================================================
(1)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
     "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)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and Rule 457(c) of the  Act on the basis of the
     average of the high and low sales prices reported on the Nasdaq National
     Market on December 11, 1996.

================================================================================
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 of 1933, as amended (the "Securities Act").  In
accordance with Rule 428(a) under the Securities Act and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.  The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428(a)(2) under the
Securities Act.  Upon request, the Registrant shall furnish to the Commission or
its staff a copy or copies of all the documents included in such file.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     TCI Satellite Entertainment, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (File No. 000-21317):

     (i)  The Company's registration statement on Form 10, as amended by Form
          10/A (Amendments No. 1, 2 and 3).

     (ii) The Company's quarterly report on Form 10-Q for the quarter ended
          September 30, 1996.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment 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.

     Certain legal matters with respect to the Series A Common Stock are being
passed upon for the Company by Baker & Botts, L.L.P., 599 Lexington Avenue, New
York, New York 10022.   Certain attorneys with Baker & Botts, L.L.P. hold or
have the right to receive options to purchase the Company's Series A Common
Stock.
 
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, 

                                      II-2
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 or make advances to 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 by a director or officer 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 amendment, modification or repeal 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 amendment, modification or repeal."

     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 

                                      II-3
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.

     Certain officers of the Company, who were officers and directors of Tele-
Communications, Inc. ("TCI") and/or TCI Communications, Inc. ("TCIC") prior to
the distribution of the Company's Series A Common Stock and Series B Common
Stock to holders of Tele-Communications, Inc.  Series A TCI Group Common Stock
and Tele-Communications, Inc. Series B TCI Group Common Stock, respectively,
have received undertakings of indemnification from TCI and/or TCIC.

     The Company also intends to enter into indemnification agreements with each
of its directors (each director, an "indemnitee").  The indemnification
agreements are expected to 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 are expected to 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 are expected to 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 are expected to 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 would not be exclusive of any other rights they may
have under 

                                      II-4
Delaware law, the Company's Bylaws or otherwise. Although the indemnification
agreements would not require the maintenance of directors' and officers'
liability insurance, the indemnification agreements are expected to 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.

     4.1  Restated Certificate of Incorporation of the Company (incorporated
          herein by reference to Exhibit 3.1 of the Company's Registration
          Statement on Form 10, as amended by Form 10/A (Amendments No. 1, 2 and
          3) (Commission File No. 000-21317)).

     4.2  Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
          of the Company's Registration Statement on Form 10, as amended by Form
          10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-21317)).

     4.3  Specimen Stock Certificate for Series A Common Stock, par value $1.00
          per share, of the Company (incorporated herein by reference to Exhibit
          4.1 of the Company's Registration Statement on Form 10, as amended by
          Form 10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-
          21317)).

     4.4  Form of TCI Satellite Entertainment, Inc. 1996 Stock Incentive Plan
          (incorporated herein by reference to Exhibit 10.4 of the Company's
          Registration Statement on Form 10, as amended by Form 10/A (Amendments
          No. 1, 2 and 3) (Commission File No. 000-21317)).

     4.5  Form of Option Agreement for Gary S. Howard to purchase Series A
          Common Stock of the Company (incorporated herein by reference to
          Exhibit 10.7 of the Company's Registration Statement on Form 10, as
          amended by Form 10/A (Amendments No. 1, 2 and 3) (Commission File No.
          000-21317)).

     5    Opinion of Baker & Botts, L.L.P.

     23.1 Consent of Baker & Botts, L.L.P. (included in Exhibit 5).

     23.2 Consent of KPMG Peat Marwick LLP.

     23.3 Consent of Price Waterhouse LLP.

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

                                      II-5
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.  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% 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 by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions 

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

                                      II-7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwood Village, State of Colorado, on December 18,
1996.

                              TCI SATELLITE ENTERTAINMENT, INC.

                              By:      /s/ Gary S. Howard
                                     -------------------------------
                                    Name:  Gary S. Howard
                                    Title: President and Chief Executive
                                           Officer

                                      II-8
POWER OF ATTORNEY

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

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement 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/ Gary S. Howard           President and Chief             December 18, 1996
------------------           Executive Officer (Principal             
(Gary S. Howard)             Executive Officer); Director   

/s/ John C. Malone           Director                        December 18, 1996
------------------
(John C. Malone)

/s/ David P. Beddow          Director                        December 5, 1996
-------------------
(David P. Beddow)

/s/ William E. Johnson       Director                        December 10, 1996
----------------------
(William E. Johnson)

/s/ John W. Goddard          Director                        December 10, 1996
-------------------
(John W. Goddard)

/s/ Kenneth G. Carroll       Senior Vice President and       December 18, 1996
-----------------            Chief Financial Officer 
(Kenneth G. Carroll)         (Principal Financial Officer)

 
/s/ William D. Myers         Vice President and Treasurer    December 18, 1996
-----------------            (Principal Accounting 
(William D. Myers)           Officer ) 
                  

                                     II-9
INDEX TO EXHIBITS
Exhibit
Number
------
 
 
4.1   Restated Certificate of Incorporation of the Company (incorporated herein
      by reference to Exhibit 3.1 of the Company's Registration Statement on
      Form 10, as amended by Form 10/A (Amendments No. 1, 2 and 3) (Commission
      File No. 000-21317)).

4.2   Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
      of the Company's Registration Statement on Form 10, as amended by Form
      10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-21317)).

4.3    Specimen Stock Certificate for Series A Common Stock, par value $1.00
       per share, of the Company (incorporated herein by reference to Exhibit
       4.1 of the Company's Registration Statement on Form 10, as amended by
       Form 10/A (Amendments No. 1, 2 and 3) (Commission File No. 000-
       21317)).
     
4.4    Form of TCI Satellite Entertainment, Inc. 1996 Stock Incentive Plan
       (incorporated herein by reference to Exhibit 10.4 of the Company's
       Registration Statement on Form 10, as amended by Form 10/A (Amendments
       No. 1, 2 and 3) (Commission File No. 000-21317)).
     
4.5    Form of Option Agreement for Gary S. Howard to purchase Series A
       Common Stock of the Company (incorporated herein by reference to
       Exhibit 10.7 of the Company's Registration Statement on Form 10, as
       amended by Form 10/A (Amendments No. 1, 2 and 3) (Commission File No.
       000-21317)).
     
5      Opinion of Baker & Botts, L.L.P.
     
23.1   Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
     
23.2   Consent of KPMG Peat Marwick LLP.
     
23.3   Consent of Price Waterhouse LLP.
     
24     Power of Attorney (included herein on page II-9).

                                     II-10