TCI PACIFIC COMMUNICATIONS INC
8-K, 1997-06-25
MOTION PICTURE & VIDEO TAPE PRODUCTION
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               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                                
                            FORM 8-K


                         CURRENT REPORT


             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


                 Date of Report:  June 25, 1997
       Date of Earliest Event Reported:  November 1, 1996


                                
                 TCI PACIFIC COMMUNICATIONS, INC.
     -----------------------------------------------------                 
     (Exact name of Registrant as specified in its charter)


                       State of Delaware
            ---------------------------------------
         (State or other jurisdiction of incorporation)


       1-9554                                 04-2980402
- ------------------------         ------------------------------------
(Commission File Number)         (I.R.S. Employer Identification No.)


          5619 DTC Parkway
        Englewood, Colorado                         80111
- ---------------------------------------        --------------
(Address of principal executive offices)         (Zip Code)


 Registrant's telephone number, including area code:  (303) 267-5500

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Item 4.   Changes in Registrant's Certifying Accountant.
- ------    ----------------------------------------------

     Due to the acquisition of the Company by TCI Communications,
     Inc.  ("TCIC"),  effective November  1,  1996,  the  Company
     dismissed Price Waterhouse LLP ("Price Waterhouse")  as  its
     independent   accountants.   Simultaneously,   the   Company
     engaged  KPMG Peat Marwick LLP, the independent  accountants
     of TCIC, to be its new independent accountants.  Such change
     in  independent accountants was not specifically approved by
     the Company's Board of Directors.

     The  reports of Price Waterhouse on the financial statements
     of  the Company for the seven months ended July 31, 1996 and
     for  the  fiscal  years ended December  31,  1995  and  1994
     contained  no adverse opinion or disclaimer of  opinion  and
     were  not  qualified  or modified as to  uncertainty,  audit
     scope  or  accounting  principle.  In  connection  with  its
     audits for the fiscal years ended December 31, 1995 and 1994
     and  through  November 1, 1996 there were  no  disagreements
     with Price Waterhouse on any matter of accounting principles
     or  practices, financial statement disclosures, or  auditing
     scope  or procedure, which disagreements if not resolved  to
     the  satisfaction of Price Waterhouse would have caused them
     to  make  reference thereto in their report on the financial
     statements for such periods.

Item 7.   Exhibit
- ------    -------

     (16) Letter re change in certifying accountant.

<PAGE>

                           SIGNATURES
                           ----------

      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.



Date: June 25, 1997



                                   TCI PACIFIC COMMUNICATIONS,INC.
                                   (Registrant)



                                   By:/s/  Stephen M. Brett
                                      ------------------------------
                                      Stephen M. Brett
                                        Senior Vice President
<PAGE>
                          EXHIBIT INDEX
                          -------------

The  following exhibit is filed herewith (according to the number
assigned to it in Item 601 of Regulation S-K) as noted:


     (16) Letter re change in certifying accountant.




<PAGE>

                                                       Exhibit 16



June 25, 1997

Securities and Exchange Commision
450 Fifth Street, N.W.
Washington, D.C.  20549


Ladies and Gentlemen:



                TCI PACIFIC COMMUNICATIONS, INC.
                --------------------------------
                                
We have read Item 4 of TCI Pacific Communications, Inc.'s Form 8-
K  dated  June  25,  1997  and are in agreement  with  the  first
sentence of the first paragraph and the second paragraph therein.

Yours very truly,

Price Waterhouse LLP



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