UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Tele-Communications, Inc.
______________________________________________________________________
(Name of Issuer)
(1) Tele-Communications, Inc. Series A TCI Group, Common Stock
par value $1.00 per share.
(2) Tele-Communications, Inc. Series B TCI Group, Common Stock,
par value $1.00 per share.
(3) Tele-Communications, Inc. Series A Liberty Media Group,
Common Stock, par value $1.00 per share.
(4) Tele-Communications, Inc. Series B Liberty Media Group,
Common Stock, par value $1.00 per share.
(5) Class B 6% Cumulative Redeemable Exchangeable Junior
Preferred Stock, par value $.01 per share.
______________________________________________________________________
(Title of Class of Securities)
(1) Series A TCI Group Common Stock: 87924V101
(2) Series A Liberty Media Group Common Stock: 87924V507
(3) Series B TCI Group Common Stock: 87924V200
(4) Series B Liberty Media Group Common Stock: 87924V606
(5) Class B Preferred Stock: 87924V309
______________________________________________________________________
(CUSIP Number)
William S. Huff, Esq.
Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, Colorado 80203
(303) 861-7000
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 1996
______________________________________________________________________
(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 Schedule 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 the statement //.
______________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donne F. Fisher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
426,367 shares of Series A TCI Group Common Stock
249,072 shares of Series B TCI Group Common Stock
108,858 shares of Series A Liberty Group Common Stock
62,268 shares of Series B Liberty Group Common Stock
4,299 shares of Class B Preferred
NUMBER OF
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY
OWNED 3,523,242 shares of Series A TCI Group Common Stock
BY 30,785,864 shares of Series B TCI Group Common Stock
EACH 880,437 shares of Series A Liberty Group Common Stock
REPORTING 7,696,466 shares of Series B Liberty Group Common Stock
Person 125,000 shares of Class B Preferred
9 SOLE DISPOSITIVE POWER
426,367 shares of Series A TCI Group Common Stock
249,072 shares of Series B TCI Group Common Stock
108,858 shares of Series A Liberty Group Common Stock
62,268 shares of Series B Liberty Group Common Stock
4,299 shares of Class B Preferred
10 SHARED DISPOSITIVE POWER*
3,523,242 shares of Series A TCI Group Common Stock
30,785,864 shares of Series B TCI Group Common Stock
880,437 shares of Series A Liberty Group Common Stock
7,696,466 shares of Series B Liberty Group Common Stock
125,000 shares of Class B Preferred
* See Item 5(b).
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,949,609 shares of Series A TCI Group Common Stock
31,034,936 shares of Series B TCI Group Common Stock
989,295 shares of Series A Liberty Group Common Stock
7,758,734 shares of Series B Liberty Group Common Stock
129,299 shares of Class B Preferred
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7% of the Series A TCI Group Common Stock,
36.7% of the Series B TCI Group Common Stock,
.7% of the Series A Liberty Group Common Stock,
36.6% of the Series B Liberty Group Common Stock
8.0% of the Class B Preferred Stock
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel L. Ritchie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER*
BENEFICIALLY
OWNED 3,523,242 shares of Series A TCI Group Common Stock
BY 30,785,864 shares of Series B TCI Group Common Stock
EACH 880,437 shares of Series A Liberty Group Common Stock
REPORTING 7,696,466 shares of Series B Liberty Group Common Stock
Person 125,000 shares of Class B Preferred
9 SOLE DISPOSITIVE POWER
-0-
- - - 10 SHARED DISPOSITIVE POWER*
3,523,242 shares of Series A TCI Group Common Stock
30,785,864 shares of Series B TCI Group Common Stock
880,437 shares of Series A Liberty Group Common Stock
7,696,466 shares of Series B Liberty Group Common Stock
125,000 shares of Class B Preferred
* See Item 5(b).
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,523,242 shares of Series A TCI Group Common Stock
30,785,864 shares of Series B TCI Group Common Stock
880,437 shares of Series A Liberty Group Common Stock
7,696,466 shares of Series B Liberty Group Common Stock
125,000 shares of Class B Preferred
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6% of the Series A TCI Group Common Stock,
36.4% of the Series B TCI Group Common Stock,
.6% of the Series A Liberty Group Common Stock,
36.3% of the Series B Liberty Group Common Stock
7.7% of the Class B Preferred Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity to which this Schedule 13D relates is as
follows:
(1) Tele-Communications, Inc. Series A TCI Group, Common Stock,
par value $1.00 per share ("TCI Series A");
(2) Tele-Communications, Inc. Series B TCI Group Common Stock,
par value $1.00 per share ("TCI Series B");
(3) Tele-Communications, Inc. Series A Liberty Media Group,
Common Stock, par value $1.00 per share (Liberty Series A");
(4) Tele-Communications, Inc. Series B Liberty Media Group,
Common Stock, par value $1.00 per share ("Liberty Series B"); and
(5) Class B 6% Cumulative Redeemable Exchangeable Junior
Preferred Stock, par value $.01 per share (the "Class B Preferred").
The issuer of the TCI Series A, TCI Series B, Liberty Series A,
Liberty Series B (collectively the "Common Stock") and Class B
Preferred (together with the Common Stock, the "Company Securities")
is Tele-Communications, Inc. whose principal executive offices are
located at Terrace Tower II, 5619 DTC Parkway, Englewood, Colorado
80111.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed on behalf of Donne F. Fisher and
Daniel L. Ritchie who are making a joint filing pursuant to Rule 13d-1(f)
with respect to the Company Securities described in this Schedule
although the filing persons do not expressly affirm the existence of
any group. The filing persons have been appointed as executors of the
estate of Bob Magness (the "Estate") which directly owns the Company
Securities.
(b) The business address of Donne F. Fisher is Terrace Tower II, 5619
DTC Parkway, Englewood, Colorado 80111. The business address of
Daniel L. Ritchie is c/o of the University of Denver, 2199 South
University Boulevard, Denver, Colorado 80208-2111.
(c) Donne F. Fisher is a consultant of Tele-Communications, Inc. with
a principal business address as set forth in subsection (a) above.
Daniel L. Ritchie is Chancellor of the University of Denver with a
principal business address as set forth in subsection (a)above.
(d) and (e) None of the above named persons have, during the last
five years (i) been convicted in a criminal proceeding or (ii) been a
party to a civil proceeding and as a result of which was or is subject
to a judgement, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws, or a judgment, decree or final order finding any
violations with respect to such laws.
(f) All of the above named persons are citizens of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons have been appointed as executors of the Estate.
None of the filing persons has any present plan or proposal that
relates to or would result in
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; except that
although there is no present plan to dispose of the Company
Securities, the executors intend to sell or otherwise dispose Company
Securities (i) as may be required to pay the expenses of
administration and other liabilities of the Estate, including Estate
tax liabilities, (ii) as may be required of the executors in
fulfillment of their fiduciary duties to the Estate, and (iii) as may
be required to effect the distribution of the assets of the Estate to
the heirs of Mr. Magness;
(b) an extraordinary corporate transaction, involving the Company or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) any change in the present board of directors of the Company or
management of the Company;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any material change in the Company's business or corporate
structure;
(g) any change in the Company's certificate of incorporation or
bylaws, or other action which may impede the acquisition of control of
the Company by any person;
(h) causing a class of securities of the Company to be delisted from
a national securities exchange;
(i) a class of equity securities of the company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) any action similar to any of the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of the Company Securities
beneficially owned by the filing persons as of September 30, 1996, are
as follows.
<TABLE>
Donne F. Fisher
Aggregate
Beneficial Percent
Ownership of Class(1)
<S> <C> <C>
3,949,609 TCI Series A(2) .7%
31,034,936 TCI Series B 36.7%
989,295 Liberty Series A(3) .7%
7,758,734 Liberty Series B 36.6%
129,299 Class B Preferred 8.0%
(1) Based on 579,395,742 shares of TCI Series A, 84,663,501 shares of
TCI Series B, 144,815,842 shares of Liberty Series A, 21,192,269
shares of Liberty Series B and 1,619,436 shares of Class B Preferred
as set forth in Tele-Communications, Inc. Form 10-Q for the quarter
ended September 30, 1996.
(2) Includes the right of the Estate to acquire 1,000,000 shares
pursuant to stock options granted in November 1992 and 1,000,000
shares pursuant to stock options granted in December 1995 and the
right of Donne F. Fisher to acquire 80,000 shares pursuant to stock
options granted in November of 1994 and 10,000 shares pursuant to
stock options granted in January 1996.
(3) Includes the right of the Estate to acquire 250,000 shares
pursuant to stock options granted in November 1992 and 250,000 shares
pursuant to stock options granted in December 1995 and the right of
Donne F. Fisher to acquire 20,000 shares pursuant to stock options
granted in November of 1994 and 2,500 shares pursuant to stock options
granted in January 1996.
</TABLE>
<TABLE>
Daniel L. Ritchie
Aggregate
Beneficial Percent
Ownership of Class(1)
<S> <C> <C>
3,523,242 (Series A TCI)(4) .6%
30,785,864 (Series B TCI) 36.4%
880,437 (Series A Liberty)(5) .6%
7,696,466 (Series B Liberty) 36.3%
125,000 Class B Preferred 7.7%
(3) Includes the right of the Estate to acquire 1,000,000 shares
pursuant to stock options granted in November 1992 and 1,000,000
shares pursuant to stock options granted in December 1995.
(4) Includes the right to of the Estate acquire 250,000 shares
pursuant to stock options granted in November 1992 and 250,000 shares
pursuant to stock options granted in December 1995.
</TABLE>
(b) The following indicates for each filing person the number of
shares of Company Securities as to which there is sole and/or shared
power (with the co-executor) to vote or dispose of the shares:
<TABLE>
Donne F. Fisher
Sole Power Shared Power(5)
<S> <C> <C>
426,367 TCI Series A 3,523,242 TCI Series A
249,072 TCI Series B 30,785,864 TCI Series B
108,858 Liberty Series A 880,437 Liberty Series A
62,268 Liberty Series B 7,696,466 Liberty Series B
4,299 Class B Preferred 125,000 Class B Preferred
(5) Donne F. Fisher disclaims beneficial ownership of the shares held
by the Estate.
</TABLE>
<TABLE>
Daniel L. Ritchie
Sole Power Shared Power(6)
<S> <C> <C>
0 TCI Series A 3,523,242 TCI Series A
0 TCI Series B 30,785,864 TCI Series B
0 Liberty Series A 880,437 Liberty Series A
0 Liberty Series B 7,696,466 Liberty Series B
0 Class B Preferred 125,000 Class B Preferred
(6) Daniel L. Ritchie disclaims beneficial ownership of the shares
held by the Estate.
</TABLE>
(c) During the last 60 days, none of the filing persons have effected
any transactions in the Company Securities.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No filing person is a party to any contract, arrangement or
understanding with respect to the Company Securities.
Pursuant to a letter agreement dated June 17, 1988, Mr. Magness had
agreed with Dr. John Malone that prior to making a disposition of a
significant portion of his respective holdings of TCI Series B Stock
or Liberty Series B Stock, he would first offer Dr. Malone the
opportunity to purchase the shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true,
complete and correct.
Pursuant to Rule 13d-1(f)this Schedule 13D is filed jointly on
behalf of each of the signatories.
Dated: December 6, 1996.
/s/ Donne F. Fisher
___________________________________________
Donne F. Fisher
/s/ Daniel L. Ritchie
___________________________________________
Daniel L. Ritchie
