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TELE-COMMUNICATIONS, INC.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
December 20, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: H. Roger Schwall
Karen Ganett
Re: Tele-Communications, Inc.
Post-effective Amendments to Registration Statements on Form
S-3 Nos. 33-57399, 33-57469 and 33-59121 and on Form S-8 Nos.
33-57635, 33-60839, 33-60843 and 33-54263
Dear Mr. Schwall:
Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as
amended, please withdraw the following registration statements of
Tele-Communications, Inc., a Delaware corporation (the "Company"):
1. Post-effective Amendment No. 1 to the Company's registration
statement on Form S-3 (No. 33-57399), filed with the Securities
and Exchange Commission ("SEC") on October 27, 1995.
2. Post-effective Amendment No. 1 to the Company's registration
statement on Form S-3 (No. 33-57469), filed with the SEC on
October 31, 1995.
3. Post-effective Amendment No. 1 to the Company's registration
statement on Form S-3 (No. 33-59121), filed with the SEC on
October 27, 1995.
4. Post-effective Amendment No. 1 to the Company's registration
statement on Form S-8 (No. 33-57635), filed with the SEC on
October 27, 1995.
5. Post-effective Amendment No. 1 to the Company's registration
statement on Form S-8 (No. 33-60839), filed with the SEC on
October 27, 1995.
6. Post-effective Amendment No. 1 to the Company's registration
statement on Form S-8 (No. 33-60843), filed with the SEC on
October 27, 1995.
7. Post-effective Amendment No. 2 on Form S-8 to the Company's
registration statement on Form S-4 (No. 33-54263), filed with
the SEC on October 27, 1995.
As you have previously discussed with our counsel Baker & Botts, L.L.P.,
these Post-effective Amendments were filed primarily to reflect the distribution
of the Company's Liberty Media Group Common Stock as a stock dividend on the
Company's TCI Group Common Stock. As a result of the SEC's determination that
Rule 416(b) was not available in this situation, these Post-effective Amendments
were not declared effective by the SEC and you have advised our counsel that
such amendments could be withdrawn so that sales of TCI Group Common Stock
under the existing registration statements could continue while a separate
registration of the Liberty Media Group Common Stock is pursued. Therefore, the
Company requests that the aforementioned Post-effective Amendments be withdrawn.
Sincerely,
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
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Stephen M. Brett
Executive Vice President and General Counsel
