TELE COMMUNICATIONS INC /CO/
S-3, 1999-01-26
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
   As filed with the Securities and Exchange Commission on January 26, 1999
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                --------------
                                   FORM  S-3
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                                --------------
                           TELE-COMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                  <C>                                                               <C>
Delaware                                                    5619 DTC Parkway                              84-1260157
(State or other jurisdiction of                      Englewood, Colorado 80111-3000                     (I.R.S. Employer
incorporation or organization)                               (303) 267-5500                            Identification No.)
                                           (Address, including zip code, and telephone number,
                                     including area code, of registrant's principal executive offices)
                                                        -----------------------------  
 
                                                          Stephen M. Brett, Esq.
                                                         Tele-Communications, Inc.
                                                             Terrace Tower II
                                                             5619 DTC Parkway
                                                      Englewood, Colorado 80111-3000
                                                             (303) 267-5500
                                          (Name, address, including zip code, and telephone number,
                                                 including area code, of agent for service)
                                                        -----------------------------  
                                                                 Copies to:
                                                         Robert W. Murray Jr., Esq.
                                                           Baker & Botts, L.L.P.
                                                           599 Lexington Avenue
                                                         New York, New York 10022
                                                             (212) 705-5000
                                                        -----------------------------  
</TABLE>
     Approximate date of commencement of proposed sale of the securities to the
public:  From time to time after the effective date of this Registration
Statement.
     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [X]
     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X] ____________
     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___________________
     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  ___________________
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

                        Calculation of Registration Fee

<TABLE>
<CAPTION>
=================================================================================================================================== 
Title of each class of                                                            Proposed                 
securities                                                      Amount            maximum         Proposed maximum      Amount of 
to be registered                                                 to be         offering price    aggregate offering    registration
                                                              registered        per share (1)         price (1)            fee   
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>               <C>                   <C>
Tele-Communications, Inc. Series A TCI Ventures Group
 Common Stock, par value $1.00 per share.............      13,000,000 shares    $25.03125         $325,406,250         $90,462.94
===================================================================================================================================
</TABLE>

     (1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) of the Act on the basis of the average of the high
     and low sales prices reported on the Nasdaq National Market on January 19,
     1999.

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
 
                 Subject to Completion, dated January 26, 1999

Prospectus

                           TELE-COMMUNICATIONS, INC.

                    Series A TCI Ventures Group Common Stock

     Certain of our stockholders may offer and sell, pursuant to this
prospectus, up to 13,000,000 shares (the "Shares") of Series A TCI Ventures
Group Common Stock. We will not receive any part of the proceeds from any sale
of the Shares.

     The Shares may be offered and sold in the public market or in private
transactions, in the over-the-counter market or in a number of other ways
described later in this prospectus. Shares may be sold at market prices, at
prices related to market prices, at negotiated prices or at one or more fixed
prices. If required, a supplement to this prospectus will contain information
applicable to a particular offering of Shares.

     The trading symbol for the Series A TCI Ventures Group Common Stock is
"TCIVA", and those shares trade on the Nasdaq National Market. On January 22,
1999, the closing price of one share was $25.1875.

     The address of our principal executive offices is Terrace Tower II, 5619
DTC Parkway, Englewood, Colorado 80111, and our telephone number is (303) 267-
5500.
 
     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus.  Any representation to the contrary is
a criminal offense.


             The date of this prospectus is ________________, 1999.

                                       1
<PAGE>
 
                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC" or the
"Commission"). You may read and copy any document we file at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available on the SEC's Website at
"http://www.sec.gov."

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is a
part of this prospectus and will automatically be updated and superseded by the
information we later file. Our Commission File Number is 0-20421.  We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 prior to the sale of all the Shares covered by this
prospectus:

     1. Annual Report on Form 10-K for the year ended December 31, 1997, as
        amended on January 7, 1999 and January 12, 1999;

     2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 (as
        amended on January 11, 1999), June 30, 1998 (as amended on November 19,
        1998 and January 11, 1999) and September 30, 1998 (as amended on January
        11, 1999);

     3. Current Reports on Form 8-K filed February 27, 1998, March 6, 1998 (as
        amended on June 23, 1998 and June 30, 1998), July 1, 1998, October 22,
        1998, December 8, 1998, January 7, 1999 (as amended on January 11,
        1999), and January 8, 1999 (as amended on January 8, 1999); and

     4. The description of the Series A TCI Ventures Group Common Stock included
        in Item 1 of TCI's registration statement on Form 8-A (as amended by 
        Form 8-A/A (Amendment No. 1)).

     You may request a copy of these filings and future filings, at no cost, by
writing or telephoning us at the following address or number:

                           Tele-Communications, Inc.
                                5619 DTC Parkway
                         Englewood, Colorado 80111-5500
                              Tel:  (303) 267-5500
                           Attn:  Corporate Secretary

                                       2
<PAGE>
 
                                  THE COMPANY

     Tele-Communications, Inc. ("TCI" or the "Company"), through its
subsidiaries and affiliates, engages principally in the construction,
acquisition, ownership and operation of cable television systems and the
provision of satellite-delivered video entertainment, information and home
shopping programming services to various video distribution media, principally
cable television systems.  TCI also has investments in cable and
telecommunications operations and television programming in certain
international markets, as well as investments in companies and joint ventures
involved in developing and providing programming for new television and
telecommunications technologies. TCI is a Delaware corporation and was
incorporated in 1994.  TCI Communications, Inc., a subsidiary of TCI, and its
predecessors have been engaged in the cable television business since the early
1950's.

     TCI's common stock is currently divided into three groups, with each group
intended to reflect the separate performance of a specified group of assets and
businesses of TCI.  TCI Group tracking stock is intended to reflect the separate
performance of the "TCI Group," which consists primarily of TCI's domestic cable
television and information distribution business, including the ownership and
operation of various cable television systems, as well as TCI's minority
interests in various partnerships owning and operating cable television systems.

     The Liberty Media Group tracking stock is intended to reflect the separate
performance of the "Liberty Media Group," which consists primarily of TCI's
assets and businesses relating to production, acquisition and distribution
through all available formats and media of branded entertainment, educational
and informational programming and software, including multimedia products, and
electronic retailing, direct marketing, advertising sales relating to
programming services, infomercials and transaction processing.

     TCI Ventures Group tracking stock is intended to reflect the separate
performance of the "TCI Ventures Group," which is comprised of TCI's principal
international assets and businesses and substantially all of TCI's non-cable and
non-programming assets.

                                       3
<PAGE>
 
                              RECENT DEVELOPMENTS

The AT&T Merger and the Liberty/Ventures Combination

     General

     On June 23, 1998, TCI entered into an Agreement and Plan of Restructuring
and Merger (together with the exhibits and schedules thereto, and as amended
from time to time, the "AT&T Agreement") among TCI, AT&T Corp. ("AT&T") and
Italy Merger Corp., which, subject to the terms and conditions thereof, provides
for the acquisition of TCI by AT&T.  Such acquisition will be effected through
the merger of Italy Merger Corp., a wholly-owned subsidiary of AT&T, with and
into TCI, with TCI as the surviving corporation (the "AT&T Merger").  As a
result of the AT&T Merger, TCI will become a wholly-owned subsidiary of AT&T,
and stockholders of TCI will become stockholders of AT&T.

     In a separate proposed transaction, TCI has announced its intention,
subject to TCI stockholder approval, to reclassify each share of Series A TCI
Ventures Group Common Stock as 0.52 of a share of Series A Liberty Media Group
Common Stock and each share of Tele-Communications, Inc. Series B TCI Ventures
Group Common Stock, par value $1.00 per share, as 0.52 of a share of Tele-
Communications, Inc. Series B Liberty Media Group Common Stock, par value $1.00
per share ("Series B Liberty Media Group Common Stock" and, together with the
Series A Liberty Media Group Common Stock, the "Liberty Media Group Common
Stock"), and in connection therewith, to combine the assets and businesses of
the Liberty Media Group and the TCI Ventures Group (the "Liberty/Ventures
Combination").  The Liberty/Ventures Combination is expected to occur prior to,
but is not conditional upon, the consummation of the AT&T Merger.  The combined
entity will be called the "Liberty Media Group" ("Liberty/Ventures Group") and
the Liberty Media Group Stock will thereafter reflect the separate performance
of the businesses and assets attributed to the Liberty/Ventures Group.
Consummation of the Liberty/Ventures Combination is subject to certain
conditions, including approval of the TCI stockholders.

     Consideration to be Received by Holders of TCI Common Stock in the AT&T
Merger

     In connection with the AT&T Merger, (i) each share of Series A Liberty
Media Group Common Stock outstanding immediately prior to the effective time of
the AT&T Merger (the "AT&T Effective Time") will be converted into the right to
receive one share of Class A Liberty Group Common Stock, $1.00 par value per
share, of AT&T ("AT&T Liberty/Ventures Class A Stock") and each share of Series
B Liberty Media Group Common Stock outstanding immediately prior to the AT&T
Effective Time will be converted into the right to receive one share of Class B
Liberty Group Common Stock, $1.00 par value per share, of AT&T ("AT&T
Liberty/Ventures Class B Stock"), (ii) each share of Tele-Communications, Inc.
Series A TCI Group Common Stock outstanding immediately prior to the AT&T
Effective Time will be converted into the right to receive 0.7757 of a share of
AT&T's Common Stock, $1.00 par value per share ("AT&T Common Stock"), and each
share of Tele-Communications, Inc. Series B TCI Group Common Stock

                                       4
<PAGE>
 
outstanding immediately prior to the AT&T Effective Time will be converted into
the right to receive 0.8533 of a share of AT&T Common Stock, and (iii) if the
Liberty/Ventures Combination has not occurred prior to the AT&T Effective Time,
each share of Series A TCI Ventures Group Common Stock will be converted into
the right to receive 0.52 of a share of AT&T Liberty/Ventures Class A Stock and
each share of Tele-Communications, Inc. Series B TCI Ventures Group Common Stock
will be converted into the right to receive 0.52 of a share of AT&T
Liberty/Ventures Class B Stock, subject to TCI's right to adjust the foregoing
exchange ratios for the Series A and B TCI Ventures Group Common Stocks as it
deems appropriate to reflect the relative values of the TCI Ventures Group and
the Liberty Media Group. Both classes of the AT&T Liberty/Ventures Stock to be
issued in the AT&T Merger will be newly authorized classes of common stock of
AT&T which will be intended to reflect the separate performance of the
businesses and assets attributed to the Liberty/Ventures Group. See "--Assets
and Business of Liberty/Ventures Group Following the AT&T Merger" below.

     In general, the AT&T Agreement provides that the holders of shares of AT&T
Liberty/Ventures Class A Stock and holders of shares of AT&T Liberty/Ventures
Class B Stock will vote together as a single class with the holders of shares of
AT&T Common Stock on all matters presented to such stockholders.  Holders of
AT&T Liberty/Ventures Class A Stock will be entitled to 1/10 of a vote for each
share of such stock held, holders of AT&T Liberty/Ventures Class B Stock will be
entitled to one vote for each share of such stock held and holders of AT&T
Common Stock will be entitled to one vote for each share of such stock held.

     Assets and Business of the Liberty/Ventures Group Following the AT&T Merger

     Following the AT&T Merger, the Liberty/Ventures Group will comprise the
corporations, partnerships and other entities and interests which, at the time
of the AT&T Merger, comprise the Liberty/Ventures Group or, if the
Liberty/Ventures Combination has not occurred, the Liberty Media Group and the
TCI Ventures Group.  Pursuant to the AT&T Agreement, prior to, and conditional
upon, the closing of the AT&T Merger, certain assets currently attributed to the
TCI Ventures Group (including, among others, the shares of AT&T Common Stock
received in the merger of AT&T and Teleport Communications Group, Inc., the
stock of At Home Corporation, the assets of, or outstanding equity interests in,
the National Digital Television Center, Inc. and the equity interests in Western
Tele-Communications, Inc.) will be transferred to the TCI Group or attributed to
the TCI Group in exchange for approximately $5.5 billion in cash.  Certain other
transfers of assets among TCI's groups will also occur.  In addition, upon
consummation of the AT&T Merger, the Liberty/Ventures Group will become entitled
to the benefit of all the net operating loss carryforwards possessed by TCI as
of the date of the AT&T Merger (which TCI anticipates to be approximately $1.6
billion at September 30, 1998).

     After giving effect to such transfers, the Liberty/Ventures Group will be
engaged in four principal lines of business: (i) production, acquisition and
distribution through all available formats and media of branded entertainment,
educational and informational programming and software, including multimedia
products; (ii) electronic retailing, direct marketing, advertising sales
relating

                                       5
<PAGE>
 
to programming services, infomercials and transaction processing; (iii)
international cable distribution and satellite distributed programming services;
and (iv) various investments in telecommunications products, services and
technologies.

     Operations and Management of the Liberty/Ventures Group Following the AT&T
Merger

     Following the AT&T Merger, AT&T will own 100% of the businesses and assets
that comprise the Liberty/Ventures Group.  However, the day-to-day management of
the businesses of the Liberty/Ventures Group will remain independent of AT&T
management.  The AT&T Agreement provides that the Liberty/Ventures Group will
continue to be managed by certain members of TCI's management who currently
manage the businesses of the Liberty Media Group and the TCI Ventures Group.  In
addition, the AT&T Agreement contemplates the execution of certain agreements at
the AT&T Effective Time which will, among other things, (i) provide preferred
vendor status to the Liberty/Ventures Group for digital basic distribution on
AT&T's systems of new programming services created by the Liberty/Ventures Group
and its affiliates, (ii) provide for a renewal of existing affiliation
agreements of the Liberty/Ventures Group and its affiliates, and (iii) provide
interactive video services to the Liberty/Ventures Group.

     Conditions to the AT&T Merger

     Consummation of the AT&T Merger is subject to the satisfaction or, where
permissible, waiver of a number of customary conditions to closing, including
but not limited to (a) the separate approvals of the stockholders of AT&T and
TCI, (b) receipt of all necessary governmental consents and approvals, including
consent of the Federal Communications Commission, and (c) absence of any
effective injunction or similar order preventing consummation of the
transactions contemplated by the AT&T Agreement.  Meetings of TCI's and AT&T's
stockholders to approve the AT&T Merger are scheduled to be held on February 17,
1999.  There can be no assurance that all of the conditions to closing the AT&T
Merger will be satisfied or that the AT&T Merger will ultimately be consummated.


                              SELLING STOCKHOLDERS

     The Selling Stockholders Merrill Lynch International ("MLI"), LB I Group
Inc. ("LBI"), Lehman Brothers Finance S.A. ("LBF") and Toronto Dominion (New
York) ("TD") and their successors and assigns.  Transferees of Shares from the
Selling Stockholders and persons that acquire interests in the equity swap
transactions discussed herein are also  Selling Stockholders hereunder.

     The Company has entered into separate equity swap transactions with each of
MLI, LBF and TD with respect to shares of Series A TCI Ventures Group Common
Stock.  Pursuant to or in connection with those equity swap transactions, the
Selling Stockholders acquired, or may in the future acquire, Shares which are
"restricted securities" (as that term is defined in Rule 144(a)(3) under the
Securities Act of 1933 (the "Securities Act")).  Shares that are restricted
securities may not be transferred unless they are registered under the
Securities Act or an exemption from registration

                                       6
<PAGE>
 
is available. In connection with the foregoing equity swap transactions, the
Company entered into separate registration rights agreements (the "Registration
Rights Agreements") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, an
affiliate of MLI ("MLPF&S") and LBI, copies of which are incorporated by
reference as exhibits to the Registration Statement (defined below) of which
this prospectus comprises a part. See "Available Information." TD also has
rights under LBI's Registration Rights Agreement. Pursuant to the Registration
Rights Agreements the Company has agreed, for the benefit of the Selling
Stockholders, to register the resale from time to time by the Selling
Stockholders of Shares acquired pursuant to or in connection with the equity
swap transactions. Pursuant to the Registration Rights Agreements, the Company
has agreed to keep the Registration Statement continuously effective under the
Securities Act until the later of (x) the final settlement of all amounts due to
each of the Selling Stockholders from the Company in connection with the equity
swap transactions and (y) the sale of all Shares held by the Selling
Stockholders which were acquired pursuant to or in connection with the equity
swap transactions.

     The Company has agreed to indemnify the Selling Stockholders against
certain liabilities that may arise in connection with any offer and sale of the
Shares, including liabilities under the Securities Act, and to contribute to
payments that the Selling Stockholders may be required to make in respect
thereof.

     In connection with the equity swap transactions, each of MLPF&S, LBI and TD
have agreed to vote or cause to be voted all shares of Series A TCI Ventures
Group Common Stock acquired by them in connection with the equity swap
transactions on any matter submitted for a vote of holders of such stock in such
proportion as is equal to the proportion of votes cast in favor of and against
such matter by all other holders of such stock (other than holders who are
officers or directors of the Company).

     As of January 21, 1999, the Selling Stockholders owned the shares of
Series A TCI Ventures Group Common Stock ("TCIVG Series A Stock") set forth in
the table below.  The table also sets forth, for each Selling Stockholder, the
percentage of the outstanding shares of TCIVG Series A Stock that the number of
shares owned by that Selling Stockholder represent and the maximum number of
shares of TCIVG Series A Stock to be offered by that Selling Stockholder
pursuant to this prospectus.  To the extent required, the name of the Selling
Stockholder in connection with any particular sale of Shares, the number of
Shares to be sold and the number and (if one percent or more) the percentage of
the outstanding shares of TCIVG Series A Stock to be owned by such Selling
Stockholder after completion of any sales hereunder will be set forth in a
supplement to this prospectus (a "Prospectus Supplement") to be attached to this
prospectus.

                                       7
<PAGE>
 
<TABLE>
<CAPTION>
                                           
                                 Shares of TCIVG         Maximum Number                               
                                 Series A Stock          of Shares to be                              
Name of Selling Stockholder          Owned               Offered Hereby      Percent of Class /(1)/      
- ------------------------------   ---------------       ------------------    ----------------------      
<S>                              <C>                    <C>                  <C>                         
LB I Group Inc./(2)/                       0               1,462,930                   *                      
Lehman Brothers Finance                    0                                           *                     
 S.A./(2)/                                                           /(3)/                           
 
Merrill Lynch International        6,569,934 /(4)/         5,851,718 /(3)/             *
Toronto Dominion (New              5,597,762               4,425,962/(3)/              *
 York), Inc.
</TABLE>
 
*    Less than 1%
(1)  Based on 377,191,780 shares of TCIVG Series A Stock outstanding as of
     December 31, 1998 (which number does not include shares of TCIVG Series A
     Stock held in treasury or by subsidiaries of the Company.)
(2)  LBI and LBF are affiliated entities.
(3)  LBF, MLI and TD may offer and sell pursuant to this prospectus an
     undetermined number of Shares, if any, acquired from the Company pursuant
     to equity swap transactions between the Company and such Selling
     Stockholders, but in no event may the aggregate number of shares so sold by
     LBF, MLI and TD pursuant to this prospectus exceed 1,259,390 Shares (as
     such number may be adjusted by stock splits, stock dividends or similar
     transactions).
(4)  As of January 22, 1999.

     Except as described below or elsewhere in this prospectus or in any
Prospectus Supplement, neither the Company nor any of its affiliates has had any
material relationship with any Selling Stockholder within the past three years.
During the past three years, (i) MLPF&S has acted as a principal underwriter in
several public offerings of securities by subsidiaries of the Company and, in
connection with rendering such services, MLPF&S received customary fees, (ii)
MLI and/or its affiliates have entered into various swap transactions with the
Company having an aggregate notional amount of approximately $264.9 million,
which notional amount is currently $87 million, and (iii) MLI and/or its
affiliates have entered into put transactions with the Company with respect to
securities of TCI having an aggregate value of approximately $13.3 million.
MLPF&S is currently acting as financial advisor to the Company in connection
with the Company's proposed merger with AT&T Corporation for which MLPF&S will
receive customary fees. See "Recent Developments -- The AT&T Merger and the
Liberty/Ventures Combination". Within the past three years, Lehman Brothers
Inc., an affiliate of LBI and LBF, has also acted as a principal underwriter in
several public offerings of securities by subsidiaries of the Company. Lehman
Brothers Inc. received customary fees in connection with rendering such
services. LBI has entered into additional swap transactions with the Company
having an aggregate notional amount of approximately $874.9 million, which
notional amount is currently $638 million. On June 16, 1997, each of MLPF&S and
LBI purchased $264,946,532 of TCI's common stock in connection with equity swap
transactions

                                       8
<PAGE>
 
from the Estate of Bob Magness, the deceased former Chairman of
TCI.  TD and/or affiliates thereof have (i) established existing credit
facilities for the Company and its affiliates having an aggregate amount of
approximately $672.8 million and (ii) entered into various swap transactions
with the Company and its subsidiaries having an aggregate notional amount of
approximately $442.8 million, which notional amount is currently $329.3 million.

     Within the past three years, TD and/or affiliates thereof had established
credit facilities for the Company's affiliates having an aggregate amount of
approximately $192 million, which facilities have since terminated. Any other
material relationship between the Company or any of its affiliates, on the one
hand, and a Selling Stockholder, on the other, within three years prior to the
date of a sale by such Selling Stockholder hereunder will be described in a
Prospectus Supplement relating to such sale. The Company has agreed to bear all
costs and expenses of registering the Shares under the Securities Act and state
securities laws, including registration fees, its legal and accounting fees and
expenses and costs relating to the printing and distribution of this prospectus.
The Selling Stockholders will be responsible for any underwriting discounts,
selling commissions or other compensation payable to underwriters, agents, or
broker-dealers, except that the Company has agreed to pay a commission of $0.02
per share for Shares sold in the Nasdaq National Market pursuant to the equity
swap transactions.

                              PLAN OF DISTRIBUTION

     Any distribution of the Shares by the Selling Stockholders may be effected
from time to time in one or more of the following transactions:  (a) through
brokers, acting as agent in transactions (which may involve block transactions),
in special offerings, in the over-the-counter market, or otherwise, at market
prices obtainable at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices; (b) to underwriters who
will acquire such shares for their own account and resell them in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale (any public offering
price and any discount or concessions allowed or reallowed or paid to dealers
may be changed from time to time); (c) directly or  through brokers or agents in
private sales at negotiated prices; (d) to lenders pledged as collateral to
secure loans, credit or other financing arrangements and any subsequent
foreclosure, if any, thereunder; or (e) by any other legally available means.
Also, offers to purchase Shares may be solicited by agents designated by the
Selling Stockholders from time to time.  Underwriters or other agents
participating in an offering made pursuant to this prospectus and the
Registration Statement (as each may be amended or supplemented from time to
time) may receive underwriting discounts or commissions under the Securities Act
and discounts or concessions may be allowed or reallowed or paid to dealers, and
brokers or agents participating in such transactions may receive brokerage or
agent's commissions or fees.

      The Company has been advised by each Selling Stockholder that it has not,
as of the date of this prospectus, entered into any arrangement with an
underwriter, agent or broker-dealer for the sale of the Shares.

      The Selling Stockholders may also sell all or a portion of the Shares
pursuant to Rule 144 promulgated under the Securities Act, to the extent that
such sales may be made in compliance with such Rule.

                                       9
<PAGE>
 
     The Selling Stockholders and any agents or broker-dealers that participate
with the Selling Stockholders in the distribution of any of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
discount or commission received by them and any profit on the resale of Shares
purchased by them may be deemed to be underwriting discounts or commissions
under the Securities Act.

      In connection with a sale of Shares, the following information will, to
the extent then required, be provided in the Prospectus Supplement relating to
such sale:  the number of Shares to be sold, the purchase price, the public
offering price, if applicable, the name of any underwriter, agent or broker-
dealer, and any applicable commissions, discounts or other items constituting
compensation to such underwriters, agents or broker-dealers with respect to the
particular sale.

 
                               VALIDITY OF SHARES

     The validity of the Shares will be passed upon for the Company by Stephen
M. Brett, Esq., Executive Vice President and General Counsel of the Company.


                                    EXPERTS

     The consolidated balance sheets of Tele-Communications, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, and the related
financial statement schedules, which appear in the December 31, 1997 Annual
Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of Tele-
Communications, Inc. have been incorporated by reference herein in reliance upon
the reports, dated March 20, 1998, except for note 19 which is as of January 6,
1999, of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.  The reports refer to a restatement of the consolidated financial
statements and related financial statement schedules as of December 31, 1997 and
for the year then ended.

     The combined balance sheets of TCI Group as of December 31, 1997 and 1996,
and the related combined statements of operations, equity (deficit), and cash
flows for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., have
been incorporated by reference herein in reliance upon the report, dated March
20, 1998, of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.  The report of KPMG LLP covering the combined financial statements
above refers to the effects of not consolidating the TCI Group's interest in the
Liberty Media Group and the TCI Ventures Group for all periods that the TCI
Group has an interest in the Liberty Media Group and the TCI Ventures Group.

                                       10
<PAGE>
 
     The combined balance sheets of Liberty/Ventures Group as of December 31,
1997 and 1996, and the related combined statements of operations, equity, and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the Current Report on Form 8-K, as amended by Form
8-K/A (Amendment No. 1), dated January 7, 1999, of Tele-Communications, Inc.,
have been incorporated by reference herein in reliance upon the report, dated
March 20, 1998, except for notes 2 and 14, which are as of September 14, 1998,
and January 6, 1999, respectively, of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.  The report refers to a restatement
of the combined financial statements as of December 31, 1997 and for the year
then ended.

     The combined balance sheets of Liberty Media Group as of December 31, 1997
and 1996, and the related combined statements of operations, equity, and cash
flows for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc. have been
incorporated by reference herein in reliance upon the report, dated March 20,
1998, of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. 

     The combined balance sheets of TCI Ventures Group as of December 31, 1997
and 1996, and the related combined statements of operations, equity, and cash
flows for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., have
been incorporated by reference herein in reliance upon the report, dated March
20, 1998, except for note 18 which is as of January 6, 1999, of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
report refers to a restatement of the combined financial statements as of
December 31, 1997 and for the year then ended.

     The consolidated balance sheet of Telewest Communications plc and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the December 31, 1997
Annual Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of
Tele-Communications, Inc., have been incorporated by reference herein in
reliance upon the report, dated March 19, 1998, of KPMG Audit Plc, chartered
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

     The consolidated balance sheets of Cablevision Systems Corporation and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' deficiency and cash flows for each of
the years in the three-year period ended December 31, 1996, and the related
financial statement schedule, which reports appear in the Current Report on Form
8-K, as amended by Form 8-K/A (Amendment No. 2) of Tele-Communications, Inc.,
dated March 6, 1998, have been incorporated by reference herein in reliance upon
the report, dated April 1, 1997,

                                       11
<PAGE>
 
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

     The consolidated balance sheets of Sprint Spectrum Holding Company, L.P.
and subsidiaries as of December 31, 1997 and 1996 and the related consolidated
statements of operations, changes in partners' capital and cash flows for each
of the three years in the period ended December 31, 1997 incorporated in this
prospectus by reference, which appear in the Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc. for the
year ended December 31, 1997, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report (which expresses an unqualified
opinion and includes an explanatory paragraph referring to the emergence from
the development stage), which is incorporated herein by reference in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                                       12
<PAGE>
 
     The Company has not authorized any person to make a statement or to provide
information that differs from what is in this prospectus and any Prospectus
Supplement.  If any person makes such a statement or provides such information,
you should not rely on it.  This prospectus and any Prospectus Supplement is not
an offer to sell nor is it seeking an offer to buy these securities in any state
in which such offer or sale is not permitted.  The information in this
prospectus and any Prospectus Supplement is complete and accurate as of its
date, but such information may change after such date.


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



                               
<TABLE>
<CAPTION>

          Table of Contents
                                       Page
                                       ----
<S>                                      <C>
 
Where You Can Find More Information.....  2
The Company.............................  3
Recent Developments.....................  4
Selling Stockholders....................  6
Plan of Distribution....................  9
Validity of the Shares.................. 10
Experts................................. 10
 
</TABLE>



                           Tele-Communications, Inc.



 Tele-Communications, Inc. Series A TCI Ventures Group Common Stock ($1.00 par
                                     value)



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


                                   Prospectus


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



                          ______________________, 1999
                          ----------------------      
<PAGE>
 
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     All of the expenses in connection with the distribution of the Shares are
set forth below and will be borne by the Registrant.  Except for the
registration fee, all expenses are estimated.

<TABLE>
<CAPTION>
     
    <S>                                                    <C>      
     Registration Fee..................................... $   90,462.94
     Blue Sky Fees and Expenses (including counsel fees)..      2,000.00
     Legal Fees and Expenses..............................     20,000.00
     Accounting Fees and Expenses.........................     25,000.00
     Miscellaneous........................................      1,000.00
                                                           -------------
          Total........................................... $  138,462.94
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (except actions by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of any action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

     Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.  No
such provision may eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision became effective.

     Article V, Section E of the Company's Restated Certificate of Incorporation
provides as follows:

     "1.  Limitation on Liability.
          ----------------------- 

          To the fullest extent permitted by the Delaware General Corporation
          Law as the same exists or may hereafter be amended, a director of the
          Corporation shall not be liable to the Corporation or any of its
          stockholders for monetary damages for breach of fiduciary duty as a
          director.  Any repeal or modification of this paragraph 1 shall be
          prospective only and shall not adversely affect any limitation, right
          or protection of a director of the Corporation existing at the time of
          such repeal or modification.

     2.   Indemnification.
          --------------- 

                                      II-1
<PAGE>
 
          (a) Right to Indemnification.  The Corporation shall indemnify and
          hold harmless, to the fullest extent permitted by applicable law as it
          presently exists or may hereafter be amended, any person who was or is
          made or is threatened to be made a party or is otherwise involved in
          any action, suit or proceeding, whether civil, criminal,
          administrative or investigative (a "proceeding") by reason of the fact
          that he, or a person for whom he is the legal representative, is or
          was a director or officer of the Corporation or is or was serving at
          the request of the Corporation as a director, officer, employee or
          agent of another corporation or of a partnership, joint venture,
          trust, enterprise or nonprofit entity, including service with respect
          to employee benefit plans, against all liability and loss suffered and
          expenses (including attorneys' fees) reasonably incurred by such
          person.  Such right of indemnification shall inure whether or not the
          claim asserted is based on matters which antedate the adoption of this
          Section E.  The Corporation shall be required to indemnify a person in
          connection with a proceeding (or part thereof) initiated by such
          person only if the proceeding (or part thereof) was authorized by the
          Board of Directors of the Corporation.

          (b) Prepayment of Expenses.  The Corporation shall pay the expenses
          (including attorneys' fees) incurred in defending any proceeding in
          advance of its final disposition, provided, however, that the payment
          of expenses incurred by a director or officer in advance of the final
          disposition of the proceeding shall be made only upon receipt of an
          undertaking by the director or officer to repay all amounts advanced
          if it should be ultimately determined that the director or officer is
          not entitled to be indemnified under this paragraph or otherwise.

          (c) Claims.  If a claim for indemnification or payment of expenses
          under this paragraph is not paid in full within 60 days after a
          written claim therefor has been received by the Corporation, the
          claimant may file suit to recover the unpaid amount of such claim and,
          if successful in whole or in part, shall be entitled to be paid the
          expense of prosecuting such claim.  In any such action the Corporation
          shall have the burden of proving that the claimant was not entitled to
          the requested indemnification or payment of expenses under applicable
          law.

          (d) Non-Exclusivity of Rights.  The rights conferred on any person by
          this paragraph shall not be exclusive of any other rights which such
          person may have or hereafter acquire under any statute, provision of
          this Certificate, the Bylaws, agreement, vote of stockholders or
          disinterested directors or otherwise.

          (e) Other Indemnification.  The Corporation's obligation, if any, to
          indemnify any person who was or is serving at its request as a
          director, officer, employee or agent of another corporation,
          partnership, joint venture, trust, enterprise or nonprofit entity
          shall be reduced by any amount such person may collect as
          indemnification from such other corporation, partnership, joint
          venture, trust, enterprise or nonprofit entity.

     3.   Amendment or Repeal.
          ------------------- 

          Any repeal or modification of the foregoing provisions of this Section
          E shall not adversely affect any right or protection hereunder of any
          person in respect of any act or omission occurring prior to the time
          of such repeal or modification."

     Article II, Section 2.9 of the Company's Bylaws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Company, to the fullest extent provided by the laws of the State of
Delaware and the Company's Restated Certificate of Incorporation, as then or
thereafter in effect.

     The Company has also entered into indemnification agreements with each of
its directors (each director, an "indemnitee").  The indemnification agreements
provide (i) for the prompt indemnification to the fullest extent permitted

                                      II-2
<PAGE>
 
by law against any and all expenses, including attorneys' fees and all other
costs, expenses and obligations paid or incurred in connection with
investigating, defending, being a witness or participating in (including on
appeal), or in preparing for ("Expenses"), any threatened, pending or completed
action, suit or proceeding, or any inquiry or investigation ("Claim"), related
to the fact that such indemnitee is or was a director, officer, employee, agent
or fiduciary of the Company or is or was serving at the Company's request as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director or officer in any such
capacity, and against any and all judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) of any Claim, unless the Reviewing Party (one
or more members of the Board of Directors or other person appointed by the Board
of Directors, who is not a party to the particular claim, or independent legal
counsel) determines that such indemnification is not permitted under applicable
law and (ii) for the prompt advancement of Expenses, and for reimbursement to
the Company if the Reviewing Party determines that such indemnitee is not
entitled to such indemnification under applicable law. In addition, the
indemnification agreements provide (i) a mechanism through which an indemnitee
may seek court relief in the event the Reviewing Party determines that the
indemnitee would not be permitted to be indemnified under applicable law (and
therefore is not entitled to indemnification or expense advancement under the
indemnification agreement) and (ii) indemnification against all expenses
(including attorneys' fees), and advancement thereof if requested, incurred by
the indemnitee in seeking to collect an indemnity claim or advancement of
expenses from the Company or incurred in seeking to recover under a directors'
and officers' liability insurance policy, regardless of whether successful or
not. Furthermore, the indemnification agreements provide that after there has
been a "change in control" in the Company (as defined in the indemnification
agreements), other than a change in control approved by a majority of directors
who were directors prior to such change, then, with respect to all
determinations regarding a right to indemnity and the right to advancement of
Expenses, the Company will seek legal advice only from independent legal counsel
selected by the indemnitee and approved by the Company.

     The indemnification agreements impose upon the Company the burden of
proving that an indemnitee is not entitled to indemnification in any particular
case and negate certain presumptions that may otherwise be drawn against an
indemnitee seeking indemnification in connection with the termination of actions
in certain circumstances. Indemnitees' rights under the indemnification
agreements are not exclusive of any other rights they may have under Delaware
law, the Company's Bylaws or otherwise.  Although not requiring the maintenance
of directors' and officers' liability insurance, the indemnification agreements
require that an indemnitee be provided with the maximum coverage available for
any director or officer of the Company if there is such a policy.

     The Company may purchase liability insurance policies covering its
directors and officers.

     In addition, the Selling Stockholders have agreed to indemnify the Company,
its directors and officers and each person, if any, who controls the Company
within the meaning of either the Securities Act or the Securities Exchange Act
of 1934, as amended, against certain liabilities, including civil liabilities
under the Securities Act, in connection with certain actions arising out of the
sale of the Shares registered hereby.

                                      II-3
<PAGE>
 
Item 16. EXHIBITS
<TABLE>
<CAPTION> 
Exhibits       Description
- --------       -----------
<S>       <C>  
 4.1      Restated Certificate of Incorporation of the Company, dated August 4,
          1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
          October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
          January 25, 1996, January 25, 1996, April 7, 1997, August 28, 1997,
          December 30, 1997 and December 30, 1997 (Incorporated herein by
          reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
          for the year ended December 31, 1997 (Commission File No. 0-20421)).
   
 4.2      Bylaws of the Company as adopted June 16, 1994 (Incorporated herein by
          reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
          for the year ended December 31, 1994, as amended by Form 10-K/A
          (Amendment No. 1) (Commission File No. 0-20421)).
   
 4.3      Specimen Stock Certificate for the Tele-Communications, Inc. Series A
          TCI Ventures Group Common Stock, par value $1.00 per share
          (Incorporated herein by reference to Exhibit 4.3 of the Company's
          registration statement on Form S-8 (Registration No. 333-40141)).

 5        Opinion of Stephen M. Brett, Esq.

 23.1     Consent of KPMG LLP.
     
 23.2     Consent of KPMG LLP.
     
 23.3     Consent of KPMG LLP.
     
 23.4     Consent of KPMG LLP.
     
 23.5     Consent of KPMG LLP.
     
 23.6     Consent of KPMG Audit Plc.
     
 23.7     Consent of KPMG LLP.
     
 23.8     Consent of Deloitte & Touche LLP.
     
 23.9     Consent of Stephen M. Brett, Esq. (included in Exhibit 5).
     
 24       Powers of Attorney (included on Page II-7).
     
 99.1     Registration Rights Agreement, dated as of June 16, 1997, by and
          between the Company and Merrill Lynch, Pierce, Fenner & Smith
          Incorporated (Incorporated herein by reference to Exhibit 99.1 of the
          Company's Registration Statement on Form S-3 (Registration No. 333-
          29849)).
     
 99.2     Registration Rights Agreement, dated as of June 16, 1997, by and
          between the Company and LB I Group Inc. (Incorporated herein by
          reference to Exhibit 99.2 of the Company's Registration Statement on
          Form S-3 (Registration No. 333-29849)).
</TABLE> 

                                      II-4
<PAGE>
 
Item 17. UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
     Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of  prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement; and

          (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
- --------  -------                                                        
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-5
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwood Village, State of Colorado, on January 26,
1999.


                         TELE-COMMUNICATIONS, INC.



                         By:        /s/ Stephen M. Brett
                            -------------------------------------- 
                            Name:  Stephen M. Brett
                            Title:  Executive Vice President

                                      II-6
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen M. Brett, Esq. and Elizabeth M.
Markowski, Esq., and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and re-substitution for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them full power and authority, to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, to all intents and purposes and as fully as they might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or their substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons (which
persons constitute a majority of the Board of Directors) in the capacities and
on the dates indicated:

Signature                            Title                          Date
- ---------                            -----                          ----
<TABLE>
<CAPTION>
<S>                            <C>                                  <C> 
/s/ John C. Malone                Chairman of the Board,               January 26, 1999
- ----------------------------      Chief Executive Officer
(John C. Malone)                  and Director
                                  (Principal Executive
                                  Officer)
 
/s/ Leo J. Hindery
- ----------------------------      President, Chief Operating           January 26, 1999
(Leo J. Hindery, Jr.)             Officer and Director
                                           
/s/ Donne F. Fisher               Director                             January 26, 1999
- ----------------------------
(Donne F. Fisher)   
              
/s/ John W. Gallivan              Director                             January 26, 1999
- ----------------------------
(John W. Gallivan)
                
/s/ Paul Gould                    Director                             January 26, 1999
- ----------------------------
(Paul Gould)  
                    
/s/ Jerome H. Kern                Director                             January 26, 1999
- ----------------------------
(Jerome H. Kern)
                  
/s/ Kim Magness                   Director                             January 26, 1999
- ----------------------------
(Kim Magness)

/s/ Robert A. Naify               Director                             January 26, 1999
- ----------------------------
(Robert A. Naify)

/s/ J. C. Sparkman                Director                             January 26, 1999
- ----------------------------                              
(J .C. Sparkman)
 
/s/ Bernard W. Schotters          Senior Vice President and Treasurer  January 26, 1999
- ----------------------------      (Principal Financial Officer)
(Bernard W. Schotters)

/s/ Ann M. Koets                  Executive Vice President of Finance  January 26, 1999
- ----------------------------      and Accounting of TCI Communications, Inc.
(Ann M. Koets)                    (Principal Accounting Officer)

</TABLE>

                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX



Exhibits  Description
- --------  -----------

4.1       Restated Certificate of Incorporation of the Company, dated August 4,
          1994, as amended on August 4, 1994, August 16, 1994, October 11, 1994,
          October 21, 1994, January 26, 1995, August 3, 1995, August 3, 1995,
          January 25, 1996, January 25, 1996, April 7, 1997, August 28, 1997,
          December 30, 1997 and December 30, 1997 (Incorporated herein by
          reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
          for the year ended December 31, 1997 (Commission File No. 0-20421)).

4.2       Bylaws of the Company as adopted June 16, 1994 (Incorporated herein by
          reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
          for the year ended December 31, 1994, as amended by Form 10-K/A
          (Amendment No. 1) (Commission File No. 0-20421)).

4.3       Specimen Stock Certificate for the Tele-Communications, Inc. Series A
          TCI Ventures Group Common Stock, par value $1.00 per share
          (Incorporated herein by reference to Exhibit 4.3 of the Company's
          registration statement on Form S-8 (Registration No. 333-40141).

5         Opinion of Stephen M. Brett, Esq.

23.1      Consent of KPMG LLP.

23.2      Consent of KPMG LLP.

23.3      Consent of KPMG LLP.

23.4      Consent of KPMG LLP.

23.5      Consent of KPMG LLP.

23.6      Consent of KPMG Audit Plc.

23.7      Consent of KPMG LLP.

23.8      Consent of Deloitte & Touche LLP.

23.9      Consent of Stephen M. Brett, Esq. (included in Exhibit 5).

24        Powers of Attorney (included on Page II-7).

99.1      Registration Rights Agreement, dated as of June 16, 1997, by and
          between the Company and Merrill Lynch, Pierce, Fenner & Smith
          Incorporated (Incorporated herein by reference to Exhibit 99.1 of the
          Company's Registration Statement on Form S-3 (Registration No. 333-
          29849)).

99.2      Registration Rights Agreement, dated as of June 16, 1997, by and
          between the Company and LB I Group Inc. (Incorporated herein by
          reference to Exhibit 99.2 of the Company's Registration Statement on
          Form S-3 (Registration No. 333-29849)).

<PAGE>
 
                   [LETTERHEAD OF TELE-COMMUNICATIONS, INC.]

                                                                       EXHIBIT 5
                                                                       ---------

                               January 26, 1999

Board of Directors
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000

Dear Sirs:

          I am Executive Vice President and General Counsel of Tele-
Communications, Inc., a Delaware corporation (the "Company"), and this opinion
is being delivered in connection with the filing of the Company's Registration
Statement on Form S-3 (the "Registration Statement"), with respect to the
registration under the Securities Act of 1933, as amended (the "Act"), of
shares of the Company's Tele-Communications, Inc. Series A TCI Ventures Group
Common Stock, par value $1.00 per share  (the "Shares"), to be offered and sold
from time to time by the holders thereof named in the Registration Statement
(the "Selling Stockholders").

          In connection therewith, I have examined, among other things, the
originals, certified copies or copies otherwise identified to my satisfaction as
being copies of originals, of the Restated Certificate of Incorporation and By-
Laws of the Company, as amended; minutes of the proceedings of the Company's
Board of Directors; and such other documents, records, certificates of public
officials and questions of law as I deemed necessary or appropriate for the
purpose of this opinion. In rendering this opinion, I have relied, to the extent
I deemed such reliance appropriate, on certificates of officers of the Company
as to factual matters.  I have assumed the authenticity of all documents
submitted to me as originals and the conformity to authentic original documents
of all documents submitted to me as certified, conformed or reproduction copies.
I have further assumed that there will be no changes in applicable law between
the date of this opinion and the date the Shares proposed to be sold by the
Selling Stockholders pursuant to the Registration Statement are actually sold.

          Based upon the foregoing, I am of the opinion that the Shares (i) to
the extent such Shares are already issued, have been duly authorized and are
validly issued, fully paid and non-assessable and (ii) to the extent such Shares
have not already been issued, will be duly authorized and will be, upon payment
therefor, validly issued, fully paid and non-assessable.

          I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me contained therein under the
heading "Legal Matters."  In giving the 
<PAGE>
 
foregoing consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.


                                    Very truly yours,

                                    /s/ Stephen M. Brett
                                    Stephen M. Brett
                                    Executive Vice President and
                                      General Counsel

<PAGE>
 
                                                                    EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Tele-Communications, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Tele-Communications, Inc. of our reports, dated March 20, 1998,
except for note 19 which is as of January 6, 1999, relating to the consolidated
balance sheets of Tele-Communications, Inc. and subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, and all related financial statement schedules,
which reports appear in the December 31, 1997 Annual Report on Form 10-K, as
amended by Form 10K/A (Amendment No. 2), of Tele-Communications, Inc., and to
the reference to our firm under the heading "Experts" in the registration
statement. Our reports refer to a restatement of the consolidated financial
statements and the related financial statement schedules as of December 31, 1997
and for the year then ended.


                              KPMG LLP
Denver, Colorado
January 22, 1999

<PAGE>
 
                                                                    EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Tele-Communications, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Tele-Communications, Inc. of our report, dated March 20, 1998,
relating to the combined balance sheets of TCI Group as of December 31, 1997 and
1996, and the related combined statements of operations, equity (deficit), and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the December 31, 1997 Annual Report on Form 10-K,
as amended by Form 10-K/A (Amendment No. 2), of Tele-Communications Inc., and to
the reference to our firm under the heading "Experts" in the registration
statement.  Our report covering the combined financial statements refers to the
effects of not consolidating TCI Group's interest in Liberty Media Group and the
TCI Ventures Group for all periods that TCI Group has an interest in Liberty
Media Group and TCI Ventures Group, respectively.

                              KPMG LLP

Denver, Colorado
January 22, 1999

<PAGE>
 
                                                                    EXHIBIT 23.3

                        CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Tele-Communications, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Tele-Communications, Inc. of our report, dated March 20, 1998,
except for notes 2 and 14 which are as of September 14, 1998 and January 6,
1999, respectively, relating to the combined balance sheets of Liberty/Ventures
Group as of December 31, 1997 and 1996, and the related combined statements of
operations, equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the Current Report on
Form 8-K, as amended by Form 8-K/A (Amendment No. 1), of Tele-Communications,
Inc., dated January 7, 1999, and to the reference to our firm under the heading
"Experts" in the registration statement.  Our report refers to a restatement of
the combined financial statements as of December 31, 1997 and for the year then
ended.

 
                              KPMG LLP

Denver, Colorado
January 22, 1999

<PAGE>
 
                                                                    EXHIBIT 23.4

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Tele-Communications, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Tele-Communications, Inc. of our report, dated March 20, 1998,
relating to the combined balance sheets of Liberty Media Group as of December
31, 1997 and 1996, and the related combined statements of operations, equity,
and cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the December 31, 1997 Annual Report on Form 10-K,
as amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., and
to the reference to our firm under the heading "Experts" in the registration
statement.

                              KPMG LLP

Denver, Colorado
January 22, 1999

<PAGE>
 
                                                                    EXHIBIT 23.5

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Tele-Communications, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Tele-Communications, Inc. of our report, dated March 20, 1998,
except for note 18 which is as of January 6, 1999, relating to the combined
balance sheets of TCI Ventures Group as of December 31, 1997 and 1996, and the
related combined statements of operations, equity, and cash flows for each of
the years in the three-year period ended December 31, 1997, which report appears
in the December 31, 1997 Annual Report on Form 10-K, as amended by Form 10-K/A
(Amendment No. 2), of Tele-Communications, Inc., and to the reference to our
firm under the heading "Experts" in the registration statement.  Our report
refers to a restatement of the combined financial statements as of December 31,
1997 and for the year then ended.

                              KPMG LLP

Denver, Colorado
January 22, 1999

<PAGE>
 
                                                                    EXHIBIT 23.6

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Shareholders
Telewest Communications plc:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Tele-Communications, Inc. of our report, dated March 19, 1998,
relating to the consolidated balance sheet of Telewest Communications plc and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the December 31, 1997
Annual Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of
Tele-Communications, Inc., and to the reference to our firm under the heading
"Experts" in the registration statement.

                              KPMG Audit Plc
                              Chartered Accountants
                              Registered Auditors

London, England
January 22, 1999

<PAGE>
 
                                                                    EXHIBIT 23.7

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Cablevision Systems Corporation:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Tele-Communications, Inc. of our report, dated April 1, 1997,
relating to the consolidated balance sheets of Cablevision Systems Corporation
and subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' deficiency and cash flows for each of
the years in the three-year period ended December 31, 1996, and the related
financial statement schedule, which report appears in the Current Report on Form
8-K, as amended by Form 8-K/A (Amendment No. 2), of Tele-Communications, Inc.,
dated March 6, 1998, and to the reference to our firm under the heading
"Experts" in the registration statement.

                              KPMG LLP

Melville, New York
January 22, 1999

<PAGE>
 
                                                                    EXHIBIT 23.8

                         INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Tele-Communications, Inc. on Form S-3 of our report dated February 3, 1998, on
the consolidated financial statements of Sprint Spectrum Holding Company, L.P.
and subsidiaries (which expresses an unqualified opinion and includes an
explanatory paragraph referring to the emergence from the development stage of
Sprint Spectrum Holding Company, L.P. and subsidiaries) appearing in the Annual
Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of Tele-
Communications, Inc. for the year ended December 31, 1997, and to the reference
to us under the heading "Experts" in this Prospectus, which is part of this
Registration Statement.

                              Deloitte & Touche LLP

Kansas City, Missouri
January 22, 1999



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