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[LETTERHEAD OF TELE-COMMUNICATIONS, INC. APPEARS HERE] January 23, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Patricia Miller
Re: Tele-Communications, Inc.
Registration Statement on Form S-4
Registration Number 33-54263
Dear Ms. Miller:
Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as
amended, kindly withdraw the Post-Effective Amendment No. 2 on Form S-3 to the
above-referenced registration statement which was filed with the Securities and
Exchange Commission on December 22, 1994. After discussions with the Staff,
Tele-Communications, Inc. (the "Company") has determined to register the
transaction contemplated by the aforementioned post-effective amendment by
filing a new registration statement on Form S-3. Consequently, the Company
requests that the Post-Effective Amendment No. 2 on Form S-3 to the
above-referenced registration statement be withdrawn.
Very truly yours,
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
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Stephen M. Brett
Executive Vice President
