<PAGE>
Filed pursuant to
Rule 424(b)(3)
Registration No.
33-65493
PROSPECTUS SUPPLEMENT
- ---------------------
(To Prospectus dated January 22, 1996)
(as supplemented by Prospectus Supplements dated February 28, 1996, April 18,
1996, May 28, 1996 and June 5, 1996)
Tele-Communications, Inc.
Tele-Communications, Inc. Series A TCI Group Common Stock
($1.00 Par Value)
Tele-Communications, Inc. Series A Liberty Media Group Common Stock
($1.00 Par Value)
The following Selling Stockholder sold shares of the Company's
Tele-Communications, Inc. Series A TCI Group Common Stock ("TCOMA") and
Tele-Communications, Inc. Series A Liberty Media Group Common Stock ("LBTYA") on
the dates, in the amounts and at the prices set forth below:
On June 12, 1996 Marshall Naify sold 100,000 shares of TCOMA at $18.00
per share and 25,000 shares of LBTYA at $28.00 per share. On June 13, 1996
Marshall Naify sold 50,000 shares of TCOMA at $18.00 per share and 12,500
shares of LBTYA at $27.625 per share. On June 14, 1996 Marshall Naify sold
50,000 shares of TCOMA at $17.75 per share, 30,000 shares of TCOMA at
$17.875 per share, 12,500 shares of LBTYA at $28.125 per share and 7,500
shares of LBTYA at $28 per share.
All 230,000 shares of TCOMA and 57,500 shares of LBTYA were sold by
Marshall Naify to Montgomery Securities, as principal. No commission or other
compensation was paid to Montgomery Securities in connection with such sales.
Immediately following the sales described above, Marshall Naify
beneficially owned 11,932,213 shares of TCOMA and 2,981,781 shares of LBTYA
which are either held outright or in brokerage accounts or are issuable upon the
conversion of certain Notes, and which shares represent approximately 2.00% of
the outstanding shares of TCOMA and approximately 2.00% of outstanding shares of
LBTYA. The share numbers in the preceding sentence do not include (a) 229,996
shares of TCOMA and 57,499 shares of LBTYA issuable upon conversion of Notes
owned of record by Marshall Naify as sole trustee under the Michael S. Naify
1963 Trust and (b) approximately 103,588 shares on TCOMA and 27,149 shares of
LBTYA held in the United Artists, Inc. Employee Stock Ownership Plan for the
benefit of Marshall Naify.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS,
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus Supplement is June 17, 1996
