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TELE-COMMUNICATIONS, INC.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
November 17, 1997
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Tele-Communications, Inc.
Registration Statement of Form S-3
Number 33-58731
Ladies and Gentlemen:
This letter replaces in its entirety our letter to you, dated
November 6, 1997. Pursuant to Rule 477 of Regulation C of the Securities Act of
1933, as amended (the "Act"), please withdraw the above-referenced registration
statement which was originally filed with the Securities and Exchange Commission
(the "Commission") on April 20, 1995 and later amended by Amendment No.1 thereto
which was filed with the Commission on July 3, 1995 and Amendment No. 2 thereto
which was filed with the Commission on August 8, 1995 ( as amended, the
"Registration Statement"). Tele-Communications, Inc., a Delaware corporation
(the "Company"), (i) did not proceed and will not proceed with an offering under
the Registration Statement, (ii) did not make and does not know of any selling
efforts made under the Registration Statement, and (iii) did not sell and will
not sell any securities under the Registration Statement. Consequently, the
Company hereby requests that the Registration Statement be withdrawn.
The Registration Statement was originally filed with the
Commission to register under the Act the resale of shares (the "Shares") of the
Company's then existing Class A Common Stock by the selling stockholder named
therein (the "Selling Stockholder"), which Shares were to have been acquired by
the Selling Stockholder pursuant to a certain Agreement and Plan of
Reorganization (the "Reorganization Agreement") by and among the Company, Tempo
DBS, Inc. ("Tempo"), the Selling Stockholder and Advanced Communications
Corporation ("ACC"), a corporation wholly owned by the Selling Stockholder. The
Reorganization Agreement provided for (i) the transfer to Tempo of certain of
ACC's authorizations from the Federal Communications Commission ("FCC") to
construct and launch a direct broadcast satellite system in exchange for the
Company's issuance of the Shares to ACC, and (ii) the subsequent distribution
of the Shares to the
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Selling Stockholder through the liquidation of ACC. However, the Reorganization
Agreement was terminated and the Company did not issue the Shares pursuant
thereto because ACC was unable to deliver the FCC authorizations as described
above.
Very truly yours,
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
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Stephen M. Brett
Executive Vice President
