TELE COMMUNICATIONS INC /CO/
8-K, 1998-10-22
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                          UNITED STATES
                                
               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 and Earliest Event Reported:  October 22, 1998


                                
                     TELE-COMMUNICATIONS, INC.
     -------------------------------------------------------

     (Exact name of Registrant as specified in its charters)


                        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
- -------   ------------

          AT&T Merger Update

          The  Company  is progressing in meeting its timetable  for
          the  approvals  of  its merger with  AT&T  Corp.  and  has
          completed all of the initial domestic regulatory  filings,
          including   for  the  Federal  Communications   Commission
          ("FCC"),  Department  of Justice  ("DOJ"),  8  states  and
          approximately  940  local  franchising  authorities.   The
          Company  has also filed confidentially with the Securities
          and   Exchange  Commission  ("SEC")  a  joint  preliminary
          proxy/prospectus.  Following SEC review,  the  proxy  will
          be  made  publicly available and sent to all AT&T and  TCI
          shareowners.   The Company still expects the  AT&T  merger
          to close in the first half of 1999.


<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: October 22, 1998



                                   TELE-COMMUNICATIONS, INC.
                                   (Registrant)



                                   By:/s/ Stephen M. Brett
                                      ---------------------------

                                      Stephen M. Brett
                                        Executive Vice President



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