<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 5, 1997
Date of Earliest Event Reported: February 24, 1997
TELE-COMMUNICATIONS, INC.
-------------------------------------------------------
(Exact name of Registrant as specified in its charter)
State of Delaware
---------------------------------------
(State or other jurisdiction of incorporation)
0-20421 84-1260157
- ----------------------- ----------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
5619 DTC Parkway
Englewood, Colorado 80111
- --------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 267-5500
<PAGE>
Item 5. Other Events.
- ------ ------------
James Dalton, et al. v. Tele-Communications, Inc., et al. On
---------------------------------------------------------
February 24, 1997, James Dalton, et al. filed suit in
District Court for Arapahoe County, Colorado, Case No. 97-
CV421, against Tele-Communications, Inc. ("TCI") and certain
officers of TCI. Plaintiffs filed this action under the
Colorado Securities Act and Colorado common law on behalf
of all persons who purchased TCI securities from January
10, 1996 through October 24, 1996 ("the class period").
Plaintiffs claim, in part, that the defendants made false
and misleading statements during the class period concerning
TCI's revenue and cash flow growth, subscriber growth, and
expansion and diversification into a multi-business platform;
and that TCI failed to disclose the performance of its various
operations. Plaintiffs claim further, in part, that TCI's
cash flow growth was weak and below levels necessary to fund
a multi-business diversification program and that TCI was
competitively disadvantaged and would likely be threatened
by adverse conditions impacting its business. Plaintiffs
are seeking nationwide class certification and claim that
the amount in controversy is less than $75,000 per named
plaintiff, exclusive of interest and costs. TCI intends to
defend such claims vigorously. Based upon the facts
available, management believes that, although no assurances
can be given as to the outcome of this action, the ultimate
disposition should not have a material adverse effect upon
the financial condition of the Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: March 5, 1997
TELE-COMMUNICATIONS, INC.
(Registrant)
By:/s/ Stephen M. Brett
------------------------------
Stephen M. Brett
Executive Vice President
