SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
Amendment No. 12
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
___________________
QVC, INC.
(Name of Subject Company)
QVC, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 Per Share
Series B Preferred Stock, par value $.10 Per Share
Series C Preferred Stock, par value $.10 Per Share
(Title of Class of Securities)
747262 10 3
(only with respect to the Common Stock)
(CUSIP Number of Class of Securities)
___________________
Neal S. Grabell, Esq.
Senior Vice President, General Counsel and Secretary
QVC, Inc.
1365 Enterprise Drive
West Chester, Pennsylvania 19380
(610) 701-1000
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
___________________
With a copy to:
Pamela S. Seymon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
PAGE
<PAGE>
This Statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of QVC,
Inc., a Delaware corporation, filed with the Securities and
Exchange Commission on August 11, 1994, as previously amended
and supplemented (the "Schedule 14D-9"), with respect to the
tender offer made by QVC Programming Holdings, Inc., a Delaware
corporation to be wholly owned by Comcast Corporation, a Penn-
sylvania corporation, and Liberty Media Corporation, a Delaware
corporation and a wholly-owned subsidiary of Tele-Communica-
tions, Inc., a Delaware corporation (collectively, the "Bid-
ders"), to purchase all outstanding Shares at a price of $46
per Common Share and $460 per Preferred Share, net to the
seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated August 11, 1994 and the related Letter of Transmittal,
which were annexed to and filed with the Schedule 14D-9 as Ex-
hibits 1 and 2, respectively, as amended and supplemented by
filings with the Commission on Schedule 14D-1 by the Bidders
(as described herein or therein).
Capitalized terms used and not defined herein shall
have the meanings assigned such terms in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
The information set forth under Item 8 of the Sche-
dule 14D-9 is hereby amended by adding the following informa-
tion and the information set forth below amending Item 8(d)
("Antitrust").
According to information contained in Amendment No.
13 to the Schedule 14D-1, filed with the Commission by the
Parent Purchasers and the Purchaser on December 16, 1994, and
the press release filed as an exhibit thereto, the Purchaser
has extended the Expiration Date of the Offer until 5:00 p.m.,
New York City time, on Friday, January 13, 1995.
According to information contained in Amendment No.
13 to the Schedule 14D-1, the Offer continues to be conditioned
upon the Purchaser having obtained sufficient financing on
terms satisfactory to it to purchase all of the outstanding
Shares pursuant to the Offer, to consummate the Merger and to
pay related fees and expenses, and the Parent Purchasers are
continuing to pursue arrangements providing for such financing.
The information set forth under Item 8(d) of the
Schedule 14D-9 ("Antitrust") is hereby amended by adding the
following information.
PAGE
<PAGE>
According to information contained in Amendment No.
13 to the Schedule 14D-1, although all applicable waiting
periods under the HSR Act relating to the Offer and Merger have
expired, the Parent Purchasers have not yet determined when
they intend to give the FTC the ten days' notice that, as
previously described in the Schedule 14D-9, they have agreed to
provide the FTC prior to consummating the Offer.
The foregoing summary description is qualified in its
entirety by reference to Amendment No. 13 to the Schedule 14D-
1, filed by the Parent Purchasers with the Commission on
December 16, 1994, and the press release filed as an exhibit
thereto.
PAGE
<PAGE>
Item 9. Material to be Filed as Exhibits.
Exhibit 1** -- Offer to Purchase, dated August 11,
1994.
Exhibit 2** -- Letter of Transmittal.
Exhibit 3** -- Proxy Statement dated May 31, 1994
relating to QVC, Inc.'s 1994 Annual
Meeting of Stockholders.
Exhibit 4** -- Agreement and Plan of Merger, dated as
of August 4, 1994, among QVC, Inc.,
Comcast Corporation, Liberty Media
Corporation and Comcast QMerger, Inc.
(now known as QVC Programming Hold-
ings, Inc.).
Exhibit 5** -- Letter Agreement, dated as of August
4, 1994, among Comcast Corporation,
Barry Diller and Arrow Investments,
L.P.
Exhibit 6** -- Letter Agreement, dated as of August
4, 1994, among Comcast Corporation,
Liberty Media Corporation and Tele-
Communications, Inc.
Exhibit 7** -- Letter to Stockholders of QVC, Inc.
dated August 11, 1994.*
Exhibit 8** -- Press Release issued by QVC, Inc.,
Comcast Corporation and Liberty Media
Corporation on August 5, 1994.
Exhibit 9** -- Opinion of Allen & Company Incorpo-
rated dated August 4, 1994.*
Exhibit 10** -- Report of Allen & Company Incorporated
to the Board of Directors of QVC, Inc.
dated August 4, 1994.
Exhibit 11** -- Engagement Letter, dated August 4,
1994, between QVC, Inc. and Allen &
Company Incorporated (including the
related Indemnity Letter).
* Included with Schedule 14D-9 mailed to Stockholders.
** Previously filed.
PAGE
<PAGE>
Exhibit 12** -- Press release issued by QVC, Inc. and
Comcast Corporation on August 25,
1994.
Exhibit 13** -- Letter Agreement, dated as of October
13, 1994, by and among TCI Cable In-
vestments, Inc., Liberty Media Cor-
poration, Tele-Communications, Inc.
and Comcast Corporation.
** Previously filed.
PAGE
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
QVC, INC.
Dated: December 16, 1994 By: /s/ Neal S. Grabell
Neal S. Grabell
Senior Vice President,
General Counsel & Secretary
PAGE
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
Exhibit 1** -- Offer to Purchase, dated August 11,
1994. ..................................
Exhibit 2** -- Letter of Transmittal...................
Exhibit 3** -- Proxy Statement dated May 31, 1994
relating to QVC, Inc.'s 1994 Annual
Meeting of Stockholders.................
Exhibit 4** -- Agreement and Plan of Merger, dated
as of August 4, 1994, among QVC, Inc.,
Comcast Corporation, Liberty Media
Corporation and Comcast QMerger,
Inc. (now known as QVC Programming
Holdings, Inc.).........................
Exhibit 5** -- Letter Agreement, dated as of August
4, 1994, among Comcast Corporation,
Barry Diller and Arrow Investments,
L.P.....................................
Exhibit 6** -- Letter Agreement, dated as of August 4,
1994, among Comcast Corporation, Lib-
erty Media Corporation and TeleCom-
munications, Inc........................
Exhibit 7** -- Letter to Stockholders of QVC, Inc.
dated August 11, 1994.*.................
Exhibit 8** -- Press Release issued by QVC, Inc.,
Comcast Corporation and Liberty Media
Corporation on August 5, 1994...........
Exhibit 9** -- Opinion of Allen & Company Incorpo-
rated dated August 4, 1994.*............
Exhibit 10** -- Report of Allen & Company Incorporated
to the Board of Directors of QVC, Inc.
dated August 4, 1994....................
Exhibit 11** -- Engagement Letter, dated August 4, 1994,
between QVC, Inc. and Allen & Company
Incorporated (including the related
Indemnity Letter).......................
* Included with Schedule 14D-9 mailed to Stockholders.
** Previously filed.
PAGE
<PAGE>
Exhibit 12** -- Press release issued by QVC, Inc. and Comcast
Corporation on August 25, 1994..........
Exhibit 13** -- Letter Agreement, dated as of October 13, 1994,
by and among TCI Cable Investments, Inc., Liberty
Media Corporation, Tele-Communications, Inc. and
Comcast Corporation.....................
** Previously filed.
<PAGE>
