SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 13)
QVC, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
747262 10 3
(CUSIP Number)
Pamela S. Seymon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Tel. No. (212) 403-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 15, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Sched-
ule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ] . (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto report-
ing beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page should be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment con-
taining information which would alter disclosures provided in a
prior cover page.
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The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 747262 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
BARRY DILLER
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
(3) SEC Use Only
(4) Source of Funds
PF
(5) Check if Disclosure of Legal Proceedings is Required Pur-
suant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
United States
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 12,627,934 Shares
Owned by
Each Reporting (9) Sole Dispositive Power 0 Shares
Person
With (10) Shared Dispositive Power 12,627,934 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,627,934 Shares (consisting of 4,000,000 Shares
held by Mr. Diller directly and
8,627,934 Shares previously reported to
be held by Comcast.)
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(12) Check if Aggregate Amount in Row (11) Excludes Certain
Shares [x]
Excludes shares of Common Stock beneficially owned by the Execu-
tive Officers and Directors of Comcast. The Reporting Person dis-
claims beneficial ownership of all such shares. See Item 5.
(13) Percent of Class Represented by Amount in Row (11)
27.7% See Item 5.
(14) Type of Reporting Person (See Instructions)
IN
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 13)
Statement Of
BARRY DILLER
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
QVC, INC.
This Report on Schedule 13D relates to the common stock,
par value $.01 per share (the "Common Stock"), of QVC, Inc. (for-
merly, "QVC Network, Inc."), a Delaware corporation (the "Com-
pany"). The Report on Schedule 13D filed by Barry Diller (the
"Reporting Person"), as most recently amended by Amendment No. 12
thereto, dated as of August 5, 1994 (as amended, the "Schedule
13D"), is hereby amended and supplemented as set forth below. The
Reporting Person filed the initial Report and Amendment Nos. 1
through 10 of the Schedule 13D as a member of a Reporting Group
with Comcast Corporation, a Pennsylvania corporation ("Comcast"),
and Liberty Media Corporation, a Delaware corporation ("Liberty").
Mr. Diller, who may be deemed to be part of a "group" with Comcast
within the meaning of Rule 13d-5 under the Securities Exchange Act
(the "Exchange Act"), filed Amendment Nos. 11 and 12 separately
and not as part of a joint filing with Comcast. Comcast, Liberty
and the Company have entered into a merger agreement (the "Merger
Agreement") pursuant to which Comcast and Liberty have agreed to
acquire the Company. Mr. Diller is not participating with Comcast
and Liberty in such transactions (except as previously disclosed).
All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Schedule 13D.
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and
amended to include the following information:
On August 15, 1994, the options to purchase Common Stock
granted by the Company to each of Cox, Advance and BellSouth
expired without exercise thereof by any of Cox, Advance or
BellSouth. As a result of the expiration without exercise of the
foregoing options, the terms of the Stock Option Agreement,
including, without limitation, BellSouth's agreement to become a
party to the Stockholders Agreement in the event that it purchased
Common Stock pursuant to the Stock Option Agreement, became void
and of no effect, except as otherwise provided in the Stock Option
Agreement.
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SIGNATURE
After reasonable inquiry and to the best of his know-
ledge and belief, the undersigned certifies that the information
in this statement is true, complete and correct.
Dated: August 19, 1994
/s/ Barry Diller
Barry Diller
Barry Diller
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