TELE COMMUNICATIONS INC /CO/
8-K, 1999-03-11
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<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 11, 1999
                Date of Earliest Event Reported: March 9, 1999

                           TELE-COMMUNICATIONS, INC.
            (Exact Name of Registrant as Specified in its Charter)

                                   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, including zip code)

      Registrant's telephone number, including area code: (303) 267-5500
<PAGE>
 
Item 1.      Changes in Control of the Registrant.

     (a)     On March 9, 1999, AT&T Corp. ("AT&T") acquired all of the common
stock of Tele-Communications, Inc. ("TCI") in a merger (the "AT&T Merger") in
which a wholly-owned subsidiary of AT&T merged with and into TCI, with TCI
surviving the merger and becoming a subsidiary of AT&T. As a result of the AT&T
Merger, AT&T owns all of the issued and outstanding common stock of TCI. In the
AT&T Merger, (a) each outstanding share of Tele-Communications, Inc. Series A
TCI Group Common Stock was converted into 0.7757 of a share of the common stock
of AT&T ("AT&T Common Stock"), (b) each outstanding share of Tele-
Communications, Inc. Series B TCI Group Common Stock was converted into 0.8533
of a share of AT&T Common Stock, (c) each outstanding share of Tele-
Communications, Inc. Series A Liberty Media Group Common Stock was converted
into one share of a newly created class of AT&T stock called Class A Liberty
Media Group Common Stock ("AT&T Class A Liberty Stock"), (d) each outstanding
share of Tele-Communications, Inc. Series B Liberty Media Group Common Stock was
converted into one share of a newly created class of AT&T stock called Class B
Liberty Media Group Common Stock ("AT&T Class B Liberty Stock"), (e) each
outstanding share of Tele-Communications, Inc. Series A TCI Ventures Group
Common Stock was converted into 0.52 of a share of AT&T Class A Liberty Stock,
(f) each outstanding share of Tele-Communications, Inc. Series B TCI Ventures
Group Common Stock was converted into 0.52 of a share of AT&T Class B Liberty
Stock and (g) each outstanding share of the Company's convertible preferred
stock was converted into the number of shares of AT&T Common Stock and AT&T
Class A Liberty Stock which a holder of such convertible preferred stock would
have received in the AT&T Merger if it had converted such preferred stock
immediately prior to the AT&T Merger. Following the AT&T Merger, each
outstanding share of TCI's Class B 6% Cumulative Redeemable Exchangeable Junior
Preferred Stock remains outstanding as one share of the Class B 6% Cumulative
Redeemable Exchangeable Junior Preferred Stock of TCI. The consummation of the
AT&T Merger was announced in a press release on March 9, 1999, a copy of which
is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 4.      Changes in Registrant's Certifying Accountant

     (a)-(b) In view of the AT&T Merger, described in detail under Item 1, it 
has been determined that it will be more efficient and effective for the Company
to have its independent auditing function performed by AT&T's external auditors,
PricewaterhouseCoopers LLP. For that reason, the Company has notified KPMG LLP
that the Company will no longer retain that firm as its independent auditor,
effective upon the completion of the audits of the Company's financial
statements for the fiscal year ended December 31, 1998 and for the two-month
period ended February 28, 1999. The Company retained PricewaterhouseCoopers, LLP
effective as of March 9, 1999 for the audit of the Company's financial
statements for the period ending December 31, 1999. The Company maintains high
regard for KPMG LLP and is grateful for the work it has performed over the
years.

     During the Company's two most recent fiscal years ended December 31, 1998
and December 31, 1997, the reports of KPMG LLP on the Company's financial
statements contained no adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.

                                       1
<PAGE>
 
     During the Company's two most recent fiscal years ended December 31, 1998
and December 31, 1997, and interim periods thereafter:

     (1) No disagreements with KPMG LLP have occurred on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
KPMG LLP, would have caused it to make reference to the subject matter of the
disagreement in connection with its reports on the Company's financial
statements.

     (2) No reportable events involving KPMG LLP have occurred that must be
disclosed under Item 304(a)(1)(v) of Regulation S-K.

     (3) The Company has not consulted with PricewaterhouseCoopers LLP on items
that concerned the application of accounting principles to a specific
transaction, either completed or proposed, or on the type of audit opinion that
might be rendered on the Company's financial statements.

     The Company requested, and KPMG LLP has furnished, a letter addressed to
the Securities and Exchange Commission (the "Commission") stating that KPMG LLP
agrees with the statements set forth in the second paragraph above and in
numbered paragraphs (1) and (2) above.  A copy of the letter from KPMG LLP to
the Commission is filed as Exhibit 16.1 to this Form 8-K.

Item 5.      Other Events.

             Prior to the AT&T Merger, TCI restructured certain of its
subsidiaries, including the merger of its subsidiary, TCI Communications, Inc.
("TCIC") with and into TCI (the "TCIC Merger"), pursuant to an Agreement and
Plan of Merger, between TCI and TCIC, dated as of January 12, 1999 (the "TCIC
Merger Agreement), a copy of which is included as Exhibit 99.2 to this Current
Report on Form 8-K. The TCIC Merger was consummated on March 9, 1999,
immediately prior to the AT&T Merger.

             As a result of the TCIC Merger, all assets and liabilities of TCIC
have been assumed by TCI, including TCIC's public debt. In connection with the
TCIC Merger, TCI, TCIC and State Street Bank and Trust Company ("State Street"),
as trustee, entered into the Second Supplemental Indenture, dated as of March 9,
1999 (the "State Street Supplemental Indenture"), to the Indenture, dated as of
July 26, 1993, between TCIC and Shawmut Bank Connecticut, National Association
("Shawmut", which was succeeded by State Street as trustee), as supplemented by
the First Supplemental Indenture, dated as of September 13, 1994, between TCIC
and Shawmut (together, the "State Street Indenture").

                                       2
<PAGE>
 
             Also in connection with the TCIC Merger, TCI, TCIC and The Bank of
New York ("BONY"), as trustee, entered into the following:

     (i) The First Supplemental Indenture, dated as of March 9, 1999 ("BONY
     Supplemental Indenture A"), to the Indenture, dated as of April 1, 1991,
     between TCIC and The Connecticut National Bank (which was succeeded by BONY
     as trustee) ("BONY Indenture A");

     (ii) The Second Supplemental Indenture, dated as of March 9, 1999 ("BONY
     Supplemental Indenture B"), to the Indenture, dated as of August 4, 1993,
     between TCIC and BONY,  as supplemented by the First Supplemental
     Indenture, dated as of September 13, 1994, between TCIC and BONY (together,
     "BONY Indenture B");

     (iii)  The First Supplemental Indenture, dated as of March 9, 1999 ("BONY
     Supplemental Indenture C"), to the Indenture, dated as of December 20,
     1995, between TCIC and BONY ("BONY Indenture C");

     (iv) The Fifth Supplemental Indenture, dated as of March 9, 1999 ("BONY
     Supplemental Indenture D"), to the Indenture dated as of January 29, 1996,
     between TCIC and BONY, as supplemented by (w) the First Supplemental
     Indenture, dated as of January 29, 1996, between TCIC and BONY; (x) the
     Second Supplemental Indenture, dated as of May 22, 1996, between TCIC and
     BONY; (y) the Third Supplemental Indenture, dated as of March 14, 1997,
     between TCIC and BONY; and (z) the Fourth Supplemental Indenture, dated as
     of March 24, 1997, between TCIC and BONY (collectively, "BONY Indenture
     D"); and

     (v) The First Supplemental Indenture, dated as of March 9, 1999 ("BONY
     Supplemental Indenture E" and, collectively with BONY Supplemental
     Indenture A, BONY Supplemental Indenture B, BONY Supplemental Indenture C
     and BONY Supplemental Indenture D, the "BONY Supplemental Indentures"), to
     the Indenture, dated as of February 19, 1998, between TCIC and BONY ("BONY
     Indenture E" and, collectively with BONY Indenture A, BONY Indenture B,
     BONY Indenture C and BONY Indenture D, the "BONY Indentures").

     The following outstanding securities (the "Securities") of TCIC are
governed by either the State Street Indenture or  the BONY Indentures:

<TABLE>
<CAPTION>
 
- -------------------------------------------------------------------------------------  
SECURITY                                                       GOVERNING INDENTURE
<S>                                                            <C>
- ------------------------------------------------------------------------------------- 
7.250% Senior Notes due 2005                                   State Street Indenture
- -------------------------------------------------------------------------------------  
7.875% Senior Debentures due 2013                              State Street Indenture
- -------------------------------------------------------------------------------------  
8.650% Senior Notes due 2004                                   State Street Indenture
- -------------------------------------------------------------------------------------  
8.000% Senior Notes due 2005                                   State Street Indenture
- ------------------------------------------------------------------------------------- 
</TABLE> 

                                       3
<PAGE>
 
<TABLE> 
<CAPTION> 
- -------------------------------------------------------------------------------------  
SECURITY                                                       GOVERNING INDENTURE
<S>                                                            <C>
- -------------------------------------------------------------------------------------  
8.750% Senior Debentures due 2015                              State Street Indenture
- -------------------------------------------------------------------------------------  
10.125% Senior Notes due 2001                                  BONY Indenture A
- ------------------------------------------------------------------------------------- 
9.650% Senior Notes due 2003                                   BONY Indenture A
- -------------------------------------------------------------------------------------  
9.800% Senior Debentures due 2012                              BONY Indenture A
- -------------------------------------------------------------------------------------  
10.125% Senior Debentures due 2022                             BONY Indenture A
- -------------------------------------------------------------------------------------  
9.250% Senior Notes due 2002                                   BONY Indenture A
- -------------------------------------------------------------------------------------  
9.875% Senior Debentures due 2022                              BONY Indenture A
- -------------------------------------------------------------------------------------  
8.250% Senior Notes due 2003                                   BONY Indenture A
- -------------------------------------------------------------------------------------  
9.250% Senior Debentures due 2023                              BONY Indenture A
- -------------------------------------------------------------------------------------  
7.375% Senior Notes due 2000                                   BONY Indenture A
- -------------------------------------------------------------------------------------  
8.750% Senior Debentures due 2023                              BONY Indenture A
- -------------------------------------------------------------------------------------  
Remarketed Reset Notes due 2010                                BONY Indenture B
- -------------------------------------------------------------------------------------  
6.875% Senior Notes due 2006                                   BONY Indenture C
- -------------------------------------------------------------------------------------  
7.875% Senior Debentures due 2026                              BONY Indenture C
- -------------------------------------------------------------------------------------  
7.250% Senior Notes due 1999                                   BONY Indenture C
- -------------------------------------------------------------------------------------  
6.375% Senior Notes due 1999                                   BONY Indenture C
- -------------------------------------------------------------------------------------  
8.720% Subordinated Deferrable Interest Notes due 2045         BONY Indenture D
- -------------------------------------------------------------------------------------  
10.000% Subordinated Deferrable Interest Notes due 2045        BONY Indenture D
- -------------------------------------------------------------------------------------  
9.650% Subordinated Deferrable Interest Notes due 2027         BONY Indenture D
- -------------------------------------------------------------------------------------  
9.720% Subordinated Deferrable Interest Notes due 2036         BONY Indenture D
- -------------------------------------------------------------------------------------  
7.125% Senior Notes due 2028                                   BONY Indenture E
- -------------------------------------------------------------------------------------  
6.375% Senior Notes due 2003                                   BONY Indenture E
- -------------------------------------------------------------------------------------           
</TABLE>


     The State Street Supplemental Indenture is filed as Exhibit 4.13 to this
Current Report on Form 8-K; the BONY Supplemental Indentures (together with the
State Street Supplemental Indenture, the "TCI Supplemental Indentures") are
filed as Exhibits 4.14, 4.15, 4.16, 4.17 and 4.18

                                       4
<PAGE>
 
to this Current Report on Form 8-K. The TCI Supplemental Indentures provide for,
among other things, the assumption by TCI of TCIC's obligations for the
Securities under the State Street Indentures and the BONY Indentures, as
applicable. The foregoing description of the TCI Supplemental Indentures is
qualified in its entirety by the complete text of the TCI Supplemental
Indentures, which are filed as exhibits hereto.

             Prior to the TCIC Merger, wholly-owned finance subsidiary trusts of
TCIC had issued preferred or capital securities and TCIC had issued guarantees
with respect to such securities. TCI Communications Financing I, a Delaware
statutory business trust, issued its 8.72% Trust Originated Preferred
Securities, TCI Communications Financing II, a Delaware statutory business
trust, issued its 10% Trust Preferred Securities, TCI Communications Financing
III, a Delaware statutory business trust, issued its 9.65% Capital Securities,
and TCI Communications Financing IV, a Delaware statutory business trust, issued
its 9.72% Trust Preferred Securities (collectively, the "Trust Securities"). In
connection with each issuance of Trust Securities, TCIC issued guarantees with
respect to such Trust Securities (the "Trust Related Guarantees"). Pursuant to
the TCIC Merger, TCI, as successor to TCIC, assumed all of TCIC's obligations
and liabilities under the Trust Related Guarantees and, pursuant thereto, under
the Trust Securities.

             Both TCI and TCIC filed a registration statement on Form S-3
(Registration No. 333-44745) with the Commission on January 22, 1998 (the "1998
Registration Statement"), with respect to TCIC's debt securities and with
respect to various securities of TCI.  The Commission declared the 1998
Registration Statement effective on February 13, 1998.  Subsequent to the TCIC
Merger, TCIC will not sell or offer to sell any securities under the 1998
Registration Statement.

Item 7.      Financial Statements and Exhibits.

             (c)  Exhibits.

Exhibit No.       Description
- -----------       -----------

4.1               Indenture, dated as of July 26, 1993, between TCIC and Shawmut
                  (incorporated herein by reference to Exhibit 4.9 to TCIC's
                  Current Report on Form 8-K, filed with the Commission on
                  August 4, 1993)

4.2               First Supplemental Indenture, dated as of September 13, 1994,
                  between TCIC and Shawmut, to the Indenture, dated as of July
                  26, 1993, between TCIC and Shawmut (incorporated herein by
                  reference to Exhibit 4.1 to TCIC's Current Report on Form 8-K,
                  filed with the Commission on September 21, 1994)

4.3               Indenture, dated as of April 1, 1991, between TCIC and The
                  Connecticut National Bank (incorporated herein by reference to
                  Exhibit 4.1 to TCIC's Current Report on Form 8-K, filed with
                  the Commission on April 5, 1991)

                                       5
<PAGE>
 
Exhibit No.       Description
- -----------       -----------

4.4               Indenture, dated as of August 4, 1993, between TCIC and BONY
                  (incorporated herein by reference to Exhibit 4.12 to TCIC's
                  Current Report on Form 8-K, filed with the Commission on
                  August 5, 1993)

4.5               First Supplemental Indenture, dated as of September 13, 1994,
                  between TCIC and BONY, to the Indenture, dated as of August 4,
                  1993, between TCIC and BONY (incorporated herein by reference
                  to Exhibit 4.1 to TCIC's Current Report on Form 8-K, filed
                  with the Commission on October 6, 1994)

4.6               Indenture, dated as of December 20, 1995, between TCIC and
                  BONY (incorporated herein by reference to Exhibit 4.10 to
                  TCIC's Current Report on Form 8-K, filed with the Commission
                  on December 21, 1995)

4.7               Indenture dated as of January 29, 1996, between TCIC and BONY
                  (incorporated herein by reference to Exhibit 4.13 to TCIC's
                  Registration Statement on Form S-3, Registration Number 33-
                  64525)

4.8               First Supplemental Indenture, dated as of January 29, 1996,
                  between TCIC and BONY, to the Indenture dated as of January
                  29, 1996, between TCIC and BONY (incorporated herein by
                  reference to Exhibit 4.14 to TCIC's Registration Statement on
                  Form S-3, Registration Number 33-64525)

4.9               Second Supplemental Indenture, dated as of May 22, 1996,
                  between TCIC and BONY, to the Indenture dated as of January
                  29, 1996, between TCIC and BONY (incorporated herein by
                  reference to Exhibit 4 to TCIC's Current Report on Form 8-K,
                  filed with the Commission on May 22, 1996.)

4.10              Third Supplemental Indenture, dated as of March 14, 1997,
                  between TCIC and BONY, to the Indenture dated as of January
                  29, 1996, between TCIC and BONY (incorporated herein by
                  reference to Exhibit 4.1 to TCIC's Current Report on Form 8-K,
                  filed with the Commission on March 12, 1997)

4.11              Fourth Supplemental Indenture, dated as of March 24, 1997,
                  between TCIC and BONY, to the Indenture dated as of January
                  29, 1996, between TCIC and BONY

4.12              Indenture, dated as of February 19, 1998, between TCIC and
                  BONY (incorporated herein by reference to Exhibit 4.1 to
                  TCIC's Current Report on Form 8-K, filed with the Commission
                  on February 24, 1998)

                                       6
<PAGE>
 
Exhibit No.       Description
- -----------       -----------

4.13              Second Supplemental Indenture, among the Registrant, TCIC and
                  State Street, dated as of March 9, 1999, to the Indenture,
                  dated as of July 26, 1993, between TCIC and Shawmut

4.14              First Supplemental Indenture, among the Registrant, TCIC and
                  BONY, dated as of March 9, 1999, to the Indenture, dated as of
                  April 1, 1991, between TCIC and The Connecticut National Bank

4.15              Second Supplemental Indenture, among the Registrant, TCIC and
                  BONY, dated as of March 9, 1999, to the Indenture, dated as of
                  August 4, 1993, between TCIC and BONY

4.16              First Supplemental Indenture, among the Registrant, TCIC and
                  BONY, dated as of March 9, 1999, to the Indenture, dated as of
                  December 20, 1995, between TCIC and BONY

4.17              Fifth Supplemental Indenture, among the Registrant, TCIC and
                  BONY, dated as of March 9, 1999, to the Indenture dated as of
                  January 29, 1996, between TCIC and BONY

4.18              First Supplemental Indenture, among the Registrant, TCIC and
                  BONY, dated as of March 9, 1999, to the Indenture, dated as of
                  February 19, 1998, between TCIC and BONY

16.1              Letter, dated March 9, 1999 from KPMG LLP

99.1              Press Release dated March 9, 1999

99.2              TCIC Merger Agreement

                                       7
<PAGE>
 
                                   SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Date:  March 11, 1999
                          TELE-COMMUNICATIONS, INC.


                           By:  /s/ Stephen M. Brett
                                -----------------------------------------
                                Stephen M. Brett
                                Executive Vice President, General Counsel 
                                and Secretary

<PAGE>
 
                                                                    EXHIBIT 4.11

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


                            TCI COMMUNICATIONS, INC.


                                      AND


                             THE BANK OF NEW YORK,

                                    Trustee



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


                              FOURTH SUPPLEMENTAL
                                   INDENTURE
                                       TO
                                   INDENTURE


                           Dated as of March 24, 1997


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

       9.72% Subordinated Deferrable Interest Notes due December 31, 2036

- --------------------------------------------------------------------------------
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----


                                   ARTICLE I
                                  DEFINITIONS

    <S>                                                                                  <C>
    Section 1.1.      Definition of Terms................................................ 2
    Section 1.2.      Interpretation..................................................... 3

<CAPTION>

                                  ARTICLE II
                   GENERAL TERMS AND CONDITIONS OF THE NOTES

    <S>                                                                                  <C>
    Section 2.1.      Designation and Principal Amount................................... 3
    Section 2.2.      Maturity........................................................... 3
    Section 2.3.      Form and Payment................................................... 4
    Section 2.4.      Global Note........................................................ 4
    Section 2.5.      Interest........................................................... 5

<CAPTION>
                                  ARTICLE III
                            REDEMPTION OF THE NOTES

    <S>                                                                                  <C>
    Section 3.1.      Tax Event Redemption............................................... 6
    Section 3.2.      Optional Redemption by Company..................................... 6
    Section 3.3.      No Sinking Fund.................................................... 7

<CAPTION>
                                  ARTICLE IV
                     EXTENSION OF INTEREST PAYMENT PERIOD

    <S>                                                                                  <C>
    Section 4.1.  Extension of Interest Payment Period................................... 7
    Section 4.2.  Notice of Extension.................................................... 7

<CAPTION>
                                   ARTICLE V
                                   EXPENSES

    <S>                                                                                  <C>
    Section 5.1.  Payment of Expenses.................................................... 8
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>

                                  ARTICLE VI
                                 SUBORDINATION

    <S>                                                                                  <C>
    Section 6.1.  Agreement to Subordinate..............................................  9
    Section 6.2.  Default on Senior Indebtedness........................................  9
    Section 6.3.  Liquidation; Dissolution; Bankruptcy.................................. 10
    Section 6.4.  Subrogation........................................................... 11
    Section 6.5.  Trustee to Effectuate Subordination................................... 12
    Section 6.6.  Notice by the Company................................................. 12
    Section 6.7.  Rights of the Trustee; Holders of Senior Indebtedness................. 13
    Section 6.8.  Subordination May Not Be Impaired..................................... 13
    Section 6.9.  Pari Passu Debt....................................................... 14

<CAPTION>
                                  ARTICLE VII
                          COVENANT TO LIST ON EXCHANGE

    <S>                                                                                  <C>
    Section 7.1.  Listing on Exchange................................................... 14

<CAPTION>
                                  ARTICLE VIII
                                  FORM OF NOTE

    <S>                                                                                  <C>
    Section 8.1.  Form of Note.......................................................... 14

<CAPTION>
                                   ARTICLE IX
                            ORIGINAL ISSUE OF NOTES

    <S>                                                                                  <C>
    Section 9.1.  Original Issue of Notes............................................... 21

<CAPTION>
                                   ARTICLE X
                               CERTAIN COVENANTS

    <S>                                                                                  <C>
    Section 10.1. Limitation on Dividends and Other Payments............................ 22
    Section 10.2. Covenants as to the Trust............................................. 22

<CAPTION>
                                   ARTICLE XI
                           CERTAIN EVENTS OF DEFAULT

    <S>                                                                                  <C>
    Section 11.1. Additional Events of Default.......................................... 23
    Section 11.2. Waiver of Existing Defaults........................................... 23
</TABLE>

                                       ii
<PAGE>
 
<TABLE> 
<CAPTION> 
                                  ARTICLE XII
                                 MISCELLANEOUS
    <S>                                                                                  <C>
    Section 12.1.     Supplemental Indenture Incorporated Into Indenture................ 23
    Section 12.2.     Trustee Not Responsible for Recitals; Disclaimer.................. 23
    Section 12.3.     Governing Law..................................................... 24
    Section 12.4.     Separability...................................................... 24
    Section 12.5.     Counterparts...................................................... 24
    Section 12.6.     Acknowledgment of Rights of Holders of Preferred Securities....... 24
</TABLE>

                                      iii
<PAGE>
 
          THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 24, 1997 (this
"Fourth Supplemental Indenture"), between TCI Communications, Inc., a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as trustee (the
"Trustee"), under the Indenture dated as of January 29, 1996 between the Company
and the Trustee (the "Indenture").

                              W I T N E S S E T H:

          WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of the Company's unsecured
subordinated Securities, to be issued from time to time in one or more series as
might be determined by the Company in accordance with the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Indenture; and

          WHEREAS, pursuant to the terms of the Indenture, the Company desires
to provide for the establishment of a new series of its Securities to be known
as its 9.72% Subordinated Deferrable Interest Notes due December 31, 2036 (the
"Notes"), the form and substance of such Notes and the terms, provisions and
conditions thereof to be as set forth in the Indenture and this Fourth
Supplemental Indenture; and

          WHEREAS, TCI Communications Financing IV, a Delaware statutory
business trust (the "Trust"), has offered to the public $200 million aggregate
liquidation amount of its 9.72% Trust Preferred Securities (the "Preferred
Securities") and has offered to the Company $6,185,575 aggregate liquidation
amount of its common securities (the "Common Securities" and, together with the
Preferred Securities, the "Trust Securities"), such Trust Securities
representing undivided beneficial interests in the assets of the Trust, and
proposes to invest the proceeds from such offering in $206,185,575 aggregate
principal amount of the Notes; and

          WHEREAS, the Company has requested the Trustee to execute and deliver
this Fourth Supplemental Indenture, and all requirements necessary to make this
Fourth Supplemental Indenture a valid instrument, in accordance with its terms,
and to make the Notes, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this Fourth Supplemental Indenture
has been duly authorized in all respects.

          NOW THEREFORE, in consideration of the purchase and acceptance of the
Notes by the holders thereof, and for the purpose of setting forth, as provided
in the Indenture, the form and substance of the Notes and the terms, provisions
and conditions thereof, the Company covenants and agrees with the Trustee as
follows:

                                       1
<PAGE>
 
                                   ARTICLE I

                                  DEFINITIONS

          Section 1.1.  Definition of Terms.  Unless the context otherwise
requires,  (a) a term defined in the Indenture has the same meaning when used in
this Fourth Supplemental Indenture, (b) a term defined anywhere in this Fourth
Supplemental Indenture has the same meaning throughout and (c) the following
terms have the meanings given to them in the Declaration (including, without
limitation, Annex I thereto):

               Clearing Agency
               Delaware Trustee
               Distribution
               No Recognition Opinion
               Preferred Securities Guarantee
               Preferred Security Certificate
               Pro Rata
               Property Trustee
               Purchase Agreement
               Regular Trustee
               Special Event
               Tax Event
               Tax Event Opinion

          In addition, the following terms have the following respective
meanings:
 
          "Declaration" means the Amended and Restated Declaration of Trust of
TCI Communications Financing IV, a Delaware business trust, dated as of March
24, 1997.

          "Dissolution Event" means that, as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Declaration and the Notes held by the Property Trustee are to be distributed
to the holders of the Trust Securities Pro Rata in accordance with the
Declaration.

          "Maturity Date" means the date on which the Notes mature and on which
the principal shall be due and payable together with all accrued and unpaid
interest thereon including Additional Interest, if any.

          "Senior Indebtedness" means:  (i) any payment in respect of (A)
indebtedness of the Company for money borrowed and (B) indebtedness evidenced by
securities, debentures, bonds, notes or other similar instruments issued by the
Company; (ii) all capital lease obligations 

                                       2
<PAGE>
 
of the Company; (iii) all obligations of the Company issued or assumed as the
deferred purchase price of property, all conditional sale obligations of the
Company and all obligations of such obligor under any title retention agreement
(but excluding trade accounts payable arising in the ordinary course of
business); (iv) all obligations of the Company for reimbursement on any letter
of credit, banker's acceptance, security purchase facility or similar credit
transaction; (v) all obligations of the type referred to in clauses (i) through
(iv) of other Persons for the payment of which the Company is responsible or
liable as obligor, guarantor or otherwise; and (vi) all obligations of the type
referred to in clauses (i) through (v) of other Persons secured by any lien on
any property or asset of the Company (whether or not such obligation is assumed
by the Company), except for any such indebtedness that is by its terms
subordinated to or pari passu with the Notes (including the indebtedness ranking
pari passu with the Notes listed in Section 6.9 hereof), as the case may be. For
greater certainty, "Senior Indebtedness" includes all indebtedness for money
borrowed between or among the Company and its Affiliates, except for such
indebtedness that is by its terms subordinated to or pari passu with the Notes,
as the case may be.

          Section 1.2.  Interpretation.  Each definition in this Fourth
Supplemental Indenture includes the singular and the plural, and references to
the neuter gender include the masculine and feminine where appropriate.  Terms
which relate to accounting matters shall be interpreted in accordance with
generally accepted accounting principles in effect from time to time.
References to any statute mean such statute as amended at the time and include
any successor legislation.  The word "or" is not exclusive, and the words
"herein," "hereof" and "hereunder" refer to this Fourth Supplemental Indenture
as a whole.  References to Articles and Sections are to the Articles and
Sections of this Fourth Supplemental Indenture.  The headings to the Articles
and Sections are for convenience of reference and shall not affect the meaning
or interpretation of this Fourth Supplemental Indenture.



                                   ARTICLE II

                   GENERAL TERMS AND CONDITIONS OF THE NOTES

          Section 2.1.   Designation and Principal Amount.  There is hereby
authorized a series of Securities designated the "9.72% Subordinated Deferrable
Interest Notes due December 31, 2036."  The aggregate principal amount of Notes
which may be authenticated and delivered under the Indenture is limited to
$206,185,575 (except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections
2.08, 2.09, 2.11, 3.07 or 9.05 of the Indenture and except for any Notes which
pursuant to Section 2.04 of the Indenture are deemed not to have been
authenticated and delivered pursuant to the Indenture).

          Section 2.2.   Maturity.  The Maturity Date will be December 31, 2036.

                                       3
<PAGE>
 
          Section 2.3.   Form and Payment.  Except as provided in Section 2.4,
the Notes shall be issued in fully registered certificated form without interest
coupons.  Principal of and interest (including Additional Interest, if any) on
the Notes issued in certificated form will be payable, the transfer of such
Notes will be registrable and such Notes will be exchangeable for Notes bearing
identical terms and provisions at the office or agency of the Trustee in New
York, New York, provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the security register maintained by the Registrar.
Notwithstanding the foregoing, so long as the registered Holder of any Notes is
the Property Trustee, the payment of the principal of and interest (including
Additional Interest, if any) on such Notes held by the Property Trustee will be
made at such place and to such account as may be designated by the Property
Trustee.

          Section 2.4.   Global Note.  In connection with a Dissolution Event:

          (a) Notes in certificated form may be presented to the Trustee by the
     Property Trustee in exchange for a global Note in an aggregate principal
     amount equal to the aggregate principal amount of the Notes so presented,
     to be registered in the name of The Depository Trust Company ("DTC"), as
     the initial Clearing Agency for the Notes, or the nominee of DTC, and
     delivered by the Trustee to DTC for crediting to the accounts of its
     participants pursuant to the instructions of the Regular Trustees.  The
     Company, upon any such presentation, shall execute a global Note in such
     aggregate principal amount and deliver the same to the Trustee for
     authentication and delivery in accordance with the Indenture and this
     Fourth Supplemental Indenture.  Payments on the Notes issued as a global
     Note will be made in immediately available funds to DTC (or a successor
     Clearing Agency); and

          (b) If any Preferred Securities are held in certificated form (i.e.,
     not in book entry form), Notes in certificated form may be presented to the
     Trustee by the Property Trustee and any Preferred Security Certificate
     which represents Preferred Securities (other than Preferred Securities held
     by DTC (or a successor Clearing Agency) or its nominee) ("Non Book-Entry
     Preferred Securities") will be deemed to represent beneficial interests in
     Notes in certificated form presented to the Trustee by the Property Trustee
     having an aggregate principal amount equal to the aggregate stated
     liquidation amount of the Non Book-Entry Preferred Securities until such
     Preferred Security Certificates are presented to the Registrar for transfer
     or reissuance, at which time such Preferred Security Certificates will be
     canceled and a Note in certificated form, registered in the name of the
     holder of such Preferred Security Certificate or the transferee of the
     holder of such Preferred Security Certificate, as the case may be, with an
     aggregate principal amount equal to the aggregate stated liquidation amount
     of the Preferred Security Certificate canceled, will be executed by the
     Company and delivered to the Trustee for authentication and delivery in
     accordance with the Indenture and this Fourth 

                                       4
<PAGE>
 
     Supplemental Indenture. Upon issuance of such Notes, Notes in certificated
     form with an equivalent aggregate principal amount that were presented by
     the Property Trustee to the Trustee will be deemed to have been canceled.

          Section 2.5.   Interest.    (a) Each Note will bear interest at the
rate of 9.72% per annum (the "Coupon Rate") from the original date of issuance
until the principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the Coupon Rate,
compounded quarterly, payable (subject to the provisions of Article IV)
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year (each, an "Interest Payment Date"), commencing on June 30, 1997, to the
Person in whose name such Note or any predecessor Note is registered, at the
close of business on the Regular Record Date for such interest installment,
which shall be the close of business on the Business Day next preceding that
Interest Payment Date.  If pursuant to the provisions of Section 2.08 of the
Indenture the Notes are no longer represented by a global Security, the Company
may select a regular record date for such interest installment which shall be
any date at least fifteen days before an Interest Payment Date.

          (b) The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months.  In the event that any date
on which interest is payable on the Notes is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.  The amount of
interest payable for any period shorter than a full quarterly period for which
interest is computed will be computed on the basis of the actual number of days
elapsed in such a 90-day quarter.

          (c) If at any time while the Property Trustee is the Holder of any
Notes, the Trust or the Property Trustee is required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States, or any other taxing authority, then, in any
case, the Company will pay as additional interest ("Additional Interest") on the
Notes held by the Property Trustee, such additional amounts as shall be required
so that the net amounts received and retained by the Trust and the Property
Trustee after paying such taxes, duties, assessments or other governmental
charges will be equal to the amounts the Trust and the Property Trustee would
have received had no such taxes, duties, assessments or other governmental
charges been imposed.

                                       5
<PAGE>
 
                                  ARTICLE III

                            REDEMPTION OF THE NOTES

          Section 3.1.    Tax Event Redemption.  If a Tax Event has occurred and
is continuing and:


               (a) the Company has received a Redemption Tax Opinion; or

               (b) after receiving a Tax Event Opinion, the Regular Trustees
          shall have been informed by tax counsel rendering the Tax Event
          Opinion that a No Recognition Opinion cannot be delivered to the
          Trust,

then, notwithstanding Section 3.2(a) but subject to Section 3.2(b), the Company
shall have the right, upon not less than 30 nor more than 60 days notice to the
registered Holders of the Notes, to redeem the Notes, in whole or in part, for
cash within 90 days following the occurrence of such Tax Event (the "90 Day
Period") at a redemption price equal to 100% of the principal amount to be
redeemed plus any accrued and unpaid interest thereon to the date of such
redemption (the "Special Redemption Price"), provided, that if at the time there
is available to the Company the opportunity to eliminate, within the 90 Day
Period, the Tax Event by taking some ministerial action ("Ministerial Action"),
such as filing a form or making an election, or pursuing some other similar
reasonable measure that has no adverse effect on the Company, the Trust or the
holders of the Trust Securities, the Company shall pursue such Ministerial
Action in lieu of redemption; and provided further, that the Company shall have
no right to redeem the Notes while the Trust is pursuing any Ministerial Action
pursuant to its obligations under the Declaration.  The Special Redemption Price
shall be paid prior to 12:00 noon, New York City time, on the date of such
redemption or at such earlier time as the Company determines and specifies in
the notice of redemption, provided the Company shall deposit with the Trustee an
amount sufficient to pay the Special Redemption Price by 11:00 a.m., New York
City time, on the date such Special Redemption Price is to be paid.

          Section 3.2.    Optional Redemption by Company.    (a)  Subject to the
provisions of Article Three of the Indenture and to Section 3.2(b), the Company
shall have the right to redeem the Notes, in whole or in part, from time to
time, on or after March 31, 2002, at a redemption price equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption (the "Optional Redemption Price").  Any redemption
pursuant to this paragraph will be made upon not less than 30 nor more than 60
days notice to the registered Holder of the Notes, at the Optional Redemption
Price.  If the Notes are only partially redeemed pursuant to this Section 3.2,
the Notes will be redeemed by lot or by any other method utilized by the
Trustee; provided, that if at the time of redemption the Notes are registered as
a global Security, the Depositary shall determine by lot the interest of each of
its participants in such global Note to be redeemed. The Optional Redemption
Price shall be paid 

                                       6
<PAGE>
 
prior to 12:00 noon, New York City time, on the date of such redemption or at
such earlier time as the Company determines and specifies in the notice of
redemption, provided the Company shall deposit with the Trustee an amount
sufficient to pay the Optional Redemption Price by 11:00 a.m., New York City
time, on the date such Optional Redemption Price is to be paid.

          (b) If a partial redemption of the Notes would result in the delisting
of the Preferred Securities issued by the Trust from any national securities
exchange or other organization on or with which the Preferred Securities are
then listed, the Company shall not be permitted to effect such partial
redemption and may only redeem the Notes in whole.

          Section 3.3.    No Sinking Fund.  The Notes are not entitled to the
benefit of any sinking fund.


                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

          Section 4.1.   Extension of Interest Payment Period.  The Company
shall have the right, at any time and from time to time prior to the Maturity
Date, to extend the interest payment period of such Notes for up to twenty (20)
consecutive quarters (the "Extended Interest Payment Period").  To the extent
permitted by applicable law, interest, the payment of which has been deferred
because of the extension of the interest payment period pursuant to this Section
4.1, will bear interest compounded quarterly at the Coupon Rate for each quarter
of the Extended Interest Payment Period ("Compounded Interest").  At the end of
the Extended Interest Payment Period, the Company shall pay all interest accrued
and unpaid on the Notes, including any Additional Interest ("Deferred
Interest"), which shall be payable to the Holders of the Notes in whose names
the Notes are registered in the security register maintained by the Registrar on
the first Regular Record Date after the end of the Extended Interest Payment
Period.  Before the termination of any Extended Interest Payment Period, the
Company may further extend such period, provided that such period together with
all previous and such further extensions thereof shall not exceed twenty (20)
consecutive quarters or extend beyond the Maturity Date.  Upon the termination
of any Extended Interest Payment Period and upon the payment of all Deferred
Interest then due, the Company may select a new Extended Interest Payment
Period, subject to the foregoing requirements.  No interest shall be due and
payable during an Extended Interest Payment Period, except at the end thereof.

          Section 4.2.   Notice of Extension.    (a)  If the Property Trustee is
the only registered Holder of the Notes at the time the Company selects an
Extended Interest Payment Period, the Company shall give written notice to both
the Regular Trustees and the Property Trustee of its selection of such Extended
Interest Payment Period one Business Day before the earlier of (i) the next
succeeding date on which Distributions on the Trust Securities are payable, or
(ii) the date the Trust is required to give notice of the record or payment date
for such 

                                       7
<PAGE>
 
Distributions to the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred Securities, but in any event at
least one Business Day before such record date.

          (b) If the Property Trustee is not the only Holder of the Notes at the
time the Company selects an Extended Interest Payment Period, the Company shall
give the Holders of the Notes and the Trustee written notice of its selection of
such Extended Interest Payment Period ten (10) Business Days before the earlier
of (i) the next succeeding Interest Payment Date, or (ii) the date the Company
is required to give notice of the record or payment date of such interest
payment to the New York Stock Exchange or other applicable self-regulatory
organization or to Holders of the Notes.

          (c) The quarter in which any notice is given pursuant to paragraphs
(a) or (b) of this Section 4.2 shall be counted as one of the twenty quarters
permitted in the maximum Extended Interest Payment Period permitted under
Section 4.1.


                                   ARTICLE V

                                    EXPENSES

          Section 5.1.  Payment of Expenses.  In connection with the offering,
sale and issuance of the Notes to the Property Trustee in connection with the
sale of the Trust Securities by the Trust, and in connection with the
maintenance of the Trust for so long as the Trust Securities are outstanding,
the Company shall:

          (a) pay all costs and expenses relating to the offering, sale and
issuance of the Notes, including compensation of the Trustee under the Indenture
in accordance with the provisions of Section 7.07 of the Indenture;

          (b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
offering, sale and issuance of the Trust Securities, the fees and expenses of
the Property Trustee and the Delaware Trustee, the costs and expenses relating
to the operation of the Trust, including without limitation, costs and expenses
of accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), any Clearing Agency for the Notes, duplicating,
travel and telephone and other telecommunications expenses and costs and
expenses incurred in connection with the acquisition, financing, and disposition
of Trust assets), other than obligations of the Trust in respect of the Common
Securities and the Preferred Securities;

          (c) be primarily liable for any indemnification obligations arising
with respect to the Declaration;

                                       8
<PAGE>
 
          (d) pay any and all taxes, duties, assessments or governmental charges
of whatever nature (other than United States withholding taxes attributable to
the Trust or its assets) imposed on the Trust or its assets and all liabilities,
costs and expenses of the Trust with respect to such taxes, duties, assessments
or governmental charges; and

          (e) pay any and all fees and expenses related to the enforcement by
the Property Trustee of the rights of the holders of the Preferred Securities.


                                   ARTICLE VI

                                 SUBORDINATION

          Section 6.1.   Agreement to Subordinate.  The Company covenants and
agrees, and each holder of Notes issued hereunder by such holder's acceptance
thereof likewise covenants and agrees, that all Notes shall be issued subject to
the provisions of this Article VI; and each holder of a Note, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions.

          The payment by the Company of the principal of, premium, if any, and
interest on all Notes issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this Fourth Supplemental Indenture or thereafter incurred.

          This Article shall constitute a continuing offer to all Persons who,
in reliance upon such provisions, become holders of, or continue to hold, Senior
Indebtedness, and such provisions are made for the benefit of the holders of
Senior Indebtedness and such holders are made obligees hereunder and they and/or
each of them may enforce such provisions.

          No provision of this Article VI shall prevent the occurrence of any
default or Event of Default with respect to the Notes.

          Section 6.2.   Default on Senior Indebtedness.  In the event and
during the continuation of any default by the Company in the payment of
principal, premium, interest or any other amount due on any Senior Indebtedness,
or in the event that the maturity of any Senior Indebtedness has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company to the Holders of the Notes with respect to the principal
(including redemption and sinking fund payments) of, premium, if any, interest
on, or any other amount owing in respect of, the Notes.

          In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder of the Notes when such payment is
prohibited by the preceding 

                                       9
<PAGE>
 
paragraph of this Section 6.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee within 90 days of such payment
of the amounts then due and owing on the Senior Indebtedness and only the
amounts specified in such notice to the Trustee shall be paid to the holders of
Senior Indebtedness.

          Section 6.3.   Liquidation; Dissolution; Bankruptcy.  Upon any payment
by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due upon all Senior Indebtedness shall first be
paid in full, or payment thereof provided for in money in accordance with its
terms, before any payment or distribution is made by the Company to the Holders
of the Notes on account of the principal of, premium, if any, interest on, or
any other amount owing in respect of, the Notes; and upon any such dissolution
or winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Notes or the Trustee would
be entitled to receive from the Company, except for the provisions of this
Article VI, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders of the Notes or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, as calculated by the Company) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders of Notes or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Notes before all Senior Indebtedness is paid in
full, or provision is made for such payment in money in accordance with its
terms, such payment or distribution shall be held in trust for the benefit of
and shall be paid over or delivered to the holders of such Senior Indebtedness
or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, as their respective interests may appear, as
calculated by the Company, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay such Senior

                                       10
<PAGE>
 
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the benefit of the holders
of such Senior Indebtedness.

          For purposes of this Article VI, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article VI with respect
to the Notes to the payment of all Senior Indebtedness that may at the time be
outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment.  The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article Five of the Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 6.3 if such other
corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Five of the Indenture.
Nothing in Section 6.2 or in this Section 6.3 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07 of the Indenture.

          Section 6.4.   Subrogation.  Subject to the payment in full of all
Senior Indebtedness, the rights of the Holders of the Notes shall be subrogated
to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such
Senior Indebtedness until the principal of, premium, if any, and interest on,
and all other amounts owing in respect of, the Notes shall be paid in full; and,
for the purposes of such subrogation, no payments or distributions to the
holders of such Senior Indebtedness of any cash, property or securities to which
the Holders of the Notes or the Trustee would be entitled except for the
provisions of this Article VI, and no payment over pursuant to the provisions of
this Article VI, to or for the benefit of the holders of such Senior
Indebtedness by Holders of the Notes or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Notes be deemed to be a payment by the Company to or on account
of such Senior Indebtedness.  It is understood that the provisions of this
Article VI are and are intended solely for the purposes of defining the relative
rights of the Holders of the Notes, on the one hand, and the holders of Senior
Indebtedness on the other hand.

          Nothing contained in this Article VI or elsewhere in this Fourth
Supplemental Indenture or the Indenture or in the Notes is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Notes, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Notes the principal
of (and premium, if any) and interest on and all other amounts owing in respect
of the Notes as and when the same shall become due and payable in accordance
with 

                                       11
<PAGE>
 
their terms, or is intended to or shall affect the relative rights of the
Holders of the Notes and creditors of the Company, other than the holders of
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or
the Holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under the Indenture, as amended and supplemented by
this Fourth Supplemental Indenture, subject to the rights, if any, under this
Article VI of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

          Upon any payment or distribution of assets of the Company referred to
in this Article VI, the Trustee, subject to the provisions of Section 7.01 of
the Indenture, and the Holders of the Notes, shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of the Notes, for the purposes of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article VI.

          Section 6.5.   Trustee to Effectuate Subordination.  Each Holder of a
Note by such holder's acceptance thereof authorizes and directs the Trustee on
such holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article VI and appoints the
Trustee as such holder's attorney-in-fact for any and all such purposes.

          Section 6.6.   Notice by the Company.  The Company shall give prompt
written notice to a Trust Officer of any fact known to the Company that would
prohibit the making of any payment of monies to or by the Trustee in respect of
the Notes pursuant to the provisions of this Article VI.  Notwithstanding the
provisions of this Article VI or any other provision of the Indenture and this
Fourth Supplemental Indenture, the Trustee shall not be charged with knowledge
of the existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Notes pursuant to the provisions
of this Article VI unless and until a Trust Officer shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any representative or trustee therefor; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 7.01 of the
Indenture, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section 6.6 at least two Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Note) then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purposes for which they were received, and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

                                       12
<PAGE>
 
          The Trustee, subject to the provisions of Section 7.01 of the
Indenture, shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness (or a
representative or trustee on behalf of such holder) to establish that such
notice has been given by a holder of such Senior Indebtedness or a
representative or trustee on behalf of any such holder or holders.  In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article VI, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article VI, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

          Section 6.7.   Rights of the Trustee; Holders of Senior Indebtedness.
The Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article VI in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article VI, and no implied covenants or
obligations with respect to the holders of such Senior Indebtedness shall be
read into the Indenture or this Fourth Supplemental Indenture against the
Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and, subject to the provisions of Section 7.01 of
the Indenture, the Trustee shall not be liable to any holder of Senior
Indebtedness if it shall pay over or deliver to Holders of Notes, the Company or
any other Person money or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article VI or otherwise.

          Section 6.8.   Subordination May Not Be Impaired.  No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of the Indenture or this Fourth
Supplemental Indenture, regardless of any knowledge thereof that any such holder
may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Notes,
without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article VI or the
obligations hereunder of the Holders of the Notes to the holders of such Senior
Indebtedness, do 

                                       13
<PAGE>
 
any one or more the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, such Senior Indebtedness,
or otherwise amend or supplement in any manner such Senior Indebtedness or any
instrument evidencing the same or any agreement under which such Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing such senior Indebtedness;
(iii) release any Person liable in any manner for the collection of such Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other Person.

          Section 6.9.   Pari Passu Debt.  The payment by the Company of the
principal of and interest on all Notes issued hereunder shall rank pari passu
with the payment by the Company of the principal of, premium, if any, and
interest on the Company's (i) 8.72% Subordinated Deferrable Interest Notes due
January 31, 2045, (ii) 10% Subordinated Deferrable Interest Notes due May 31,
2045 and (iii) 9.65% Subordinated Deferrable Interest Notes due March 31, 2027
(each of which are a series of Securities issued under the Indenture).


                                  ARTICLE VII

                          COVENANT TO LIST ON EXCHANGE

          Section 7.1.   Listing on Exchange.  If the Notes are distributed to
the holders of the Preferred Securities upon a Dissolution Event, the Company
will use its best efforts to list such Notes on the New York Stock Exchange,
Inc. or on such other national securities exchange or with the Nasdaq Stock
Market or such other organization as the Preferred Securities are then listed.


                                  ARTICLE VIII

                                  FORM OF NOTE

          Section 8.1.   Form of Note.  The Notes and the Trustee's
Certificate of Authentication to be endorsed thereon are to be substantially in
the following forms:

                             (FORM OF FACE OF NOTE)

          [IF THE NOTE IS TO BE A GLOBAL SECURITY, INSERT:  This Note is a
global Note within the meaning of the Indenture hereinafter referred to and is
registered in the name of The Depository Trust Company ("DTC") or a nominee of
DTC.  Unless and until it is exchanged in whole or in part for Notes in
certificated form, this Note may not be transferred except as a whole by DTC to
a nominee of DTC or by DTC or any such nominee to a successor depositary or a
nominee of such successor depositary.

                                       14
<PAGE>
 
          Unless this Note is presented by an authorized representative of DTC
(55 Water Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and any Note issued is registered
in the name of Cede & Co. or such other name as requested by an authorized
representative of DTC and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]

No.                                                     $

CUSIP No.


                            TCI COMMUNICATIONS, INC.

                  9.72% SUBORDINATED DEFERRABLE INTEREST NOTE
                             DUE DECEMBER 31, 2036


          TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ________________ or
registered assigns, the principal sum of ________________ Dollars on December
31, 2036 and to pay interest on said principal sum from March 24, 1997 or from
the most recent interest payment date (each such date, an "Interest Payment
Date") to which interest has been paid or duly provided for, quarterly (subject
to deferral as set forth herein) in arrears on March 31, June 30, September 30
and December 31 of each year, commencing June 30, 1997, at the rate of 9.72% per
annum until the principal hereof shall have become due and payable, and on any
overdue principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest, compounded quarterly, at the same rate per
annum. The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year of twelve 30-day months. The amount of
interest payable for any period shorter than a full quarterly period for which
interest is computed will be computed on the basis of the actual number of days
elapsed in such 90-day quarter. In the event that any date on which interest is
payable on this Note is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities, as defined in said Indenture) is
registered at the 

                                       15
<PAGE>
 
close of business on the Regular Record Date for such interest installment
[which shall be the close of business on the Business Day next preceding such
Interest Payment Date.] [IF PURSUANT TO THE PROVISIONS OF SECTION 2.08 OF THE
INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY --which shall
be [insert date (to be selected by the Company) which is not less than 15 days
prior to each Interest Payment Date.]] Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Regular Record Date, and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a special record date to be fixed by the Company for
the payment of such defaulted interest, notice whereof shall be given to the
registered Holders of the Notes not less than fifteen (15) days prior to such
special record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. The principal of (and premium, if any) and
the interest on this Note shall be payable at the office or agency of the
Trustee maintained for that purpose in New York, New York, in any coin or
currency of the United States of America which at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered Holder at such address as shall appear in the security register
maintained by the Registrar. Notwithstanding the foregoing, so long as the
Holder of this Note is the Property Trustee of TCI Communications Financing IV,
the payment of the principal of (and premium, if any) and interest on this Note
will be made in immediately available funds at such place and to such account as
may by designated by the Property Trustee of TCI Communications Financing IV.

          The indebtedness evidenced by this Note is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness, and this Note is issued subject to the
provisions of the Indenture with respect thereto.  Each Holder of this Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.  Each Holder hereof, by his acceptance hereof, hereby waives all
notice of the acceptance of the subordination provisions contained herein and in
the Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

          This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

          The provisions of this Note are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.

                                       16
<PAGE>
 
          IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

          Dated:




 
 
                                                        TCI COMMUNICATIONS, INC.
 
                                                        By:_____________________
                                                           Name:
                                                           Title:

Attest:

By: __________________________
    Name:
    Title:

                                       17
<PAGE>
 
                    (FORM OF CERTIFICATE OF AUTHENTICATION)



                         CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.


                              THE BANK OF NEW YORK,
                                    as Trustee

 

                                     By:____________________________
                                         Authorized Signatory


                           (FORM OF REVERSE OF NOTE)

          This Note is one of a duly authorized series of Securities of the
Company designated its "9.72% Subordinated Deferrable Interest Notes due
December 31, 2036" (herein sometimes referred to as the "Notes"), issued under
and pursuant to an Indenture dated as of  January 29, 1996, duly executed and
delivered between the Company and The Bank of New York, not in its individual
capacity but solely as trustee (the "Trustee"), as supplemented by a Fourth
Supplemental Indenture dated as of March 24, 1997, between the Company and the
Trustee (such Indenture as so supplemented, the "Indenture"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Notes.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as in effect
on the date of the Indenture (the "TIA").  This Note is subject to all such
terms and the Holder of this Note is referred to the Indenture and the TIA for a
statement of those terms.

          The Notes are general unsecured obligations of the Company and are
limited (except as otherwise provided in the Indenture) to $206,185,575 million
in aggregate principal amount.

                                       18
<PAGE>
 
          Upon the occurrence and continuation of a Tax Event, in certain
circumstances this Note may be redeemed by the Company at a redemption price
equal to 100% of the principal amount hereof, plus any accrued but unpaid
interest thereon to the date of such redemption (the "Special Redemption
Price").  The Special Redemption Price shall be paid prior to 12:00 noon, New
York City time, on the date of such redemption or at such earlier time as the
Company determines.  The Company shall also have the right to redeem this Note
at the option of the Company, without premium or penalty, in whole or in part at
any time on or after March 31, 2002 (an "Optional Redemption"), at a redemption
price equal to 100% of the principal amount hereof, plus any accrued but unpaid
interest thereon to the date of such redemption (the "Optional Redemption
Price"). Any optional redemption pursuant to this paragraph will be made upon
not less than 30 nor more than 60 days notice, at the Optional Redemption Price.
If the Notes are only partially redeemed by the Company pursuant to an Optional
Redemption, the Notes will be redeemed by lot or by any other method utilized by
the Trustee; provided that if at the time of redemption the Notes are registered
as a global Note, the depositary shall determine by lot the interest of each of
its participants in such global Note to be redeemed.

          In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

          The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of a majority in aggregate principal
amount of the Securities of each series affected at the time outstanding, as
defined in the Indenture, to amend or supplement the Indenture or the Securities
of any series (including the Notes) for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of modifying in any manner the rights of the Holders of the Securities
(including the Notes); provided, however, that no such amendment or supplement
shall (i) extend the fixed maturity of any Securities of any series, or reduce
the principal amount thereof, or reduce the rate or extend the time for payment
of interest thereon, without the consent of the Holder of each Security of such
series so affected or (ii) reduce the aforesaid percentage in aggregate
principal amount of Securities, the Holders of which are required to consent to
any such amendment or supplement, without the consent of the Holders of each
Security then outstanding and affected thereby.  The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding affected thereby, on behalf
of all of the Holders of the Securities of such series, to waive any past
default in the performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of or interest,
if any, on any of the Securities of such series.  Any such consent or waiver by
the 

                                       19
<PAGE>
 
registered Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and of any Note issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this Note. 

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.

          The Company shall have the right at any time during the term of the
Notes, and from time to time, to extend the interest payment period of the Notes
for up to twenty (20) consecutive quarters (an "Extended Interest Payment
Period"), at the end of which period the Company shall pay all interest then
accrued and unpaid (together with interest thereon at the rate specified for the
Notes to the extent that payment of such interest is enforceable under
applicable law).  Before the termination of any such Extended Interest Payment
Period, the Company may further extend such Extended Interest Payment Period,
provided that such Extended Interest Payment Period together with all previous
and such further extensions thereof shall not exceed twenty (20) consecutive
quarters or extend beyond the maturity of the Notes.  At the termination of any
such Extended Interest Payment Period and upon the payment of all accrued and
unpaid interest and any additional amounts then due, the Company may select a
new Extended Interest Payment Period, subject to the foregoing requirements.

          As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered Holder hereof on
the security register of the Company maintained by the Registrar, upon surrender
of this Note for registration of transfer at the office or agency of the Trustee
in New York, New York accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees.  No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

          Prior to due presentment for registration of transfer of this Note,
the Company, the Trustee, any Paying Agent and the Registrar may deem and treat
the registered Holder hereof as the absolute owner hereof (whether or not this
Note shall be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Registrar) for the purpose of receiving
payment of principal of and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any Paying Agent nor the Registrar shall
be affected by any notice to the contrary.

                                       20
<PAGE>
 
          No past, present or future director, officer, employee or stockholder,
as such, of the Company or the Trustee or any successor of either thereof shall
have any liability for any obligations of the Company or the Trustee under the
Notes or this Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.

          [The Notes of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof.] [This global
Note is exchangeable for Notes in definitive certificated form only under
certain limited circumstances set forth in the Indenture.  Notes so issued are
issuable only in registered form without coupons in denominations of $25 and any
integral multiple thereof.]  As provided in the Indenture and subject to certain
limitations therein set forth, Notes so issued are exchangeable for a like
aggregate principal amount of Notes of a different authorized denomination, as
requested by the Holder surrendering the same.

          This Note shall be governed by the internal laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State.

          All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                   ARTICLE IX

                            ORIGINAL ISSUE OF NOTES

          Section 9.1.   Original Issue of Notes.  Notes in the aggregate
principal amount of $206,185,575 may, upon execution of this Fourth Supplemental
Indenture, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Notes to or upon the written order of the Company, signed by its Chairman, its
President, or any Vice President and its Treasurer, an Assistant Treasurer, or
Secretary without any further action by the Company.


                                   ARTICLE X

                               CERTAIN COVENANTS

          The following covenants shall apply to the Notes (but not with respect
to any other series of Securities), and are in addition to the covenants set
forth in Article Four of the Indenture.

                                       21
<PAGE>
 
          Section 10.1. Limitation on Dividends and Other Payments.  If (i)
there shall have occurred any event that constitutes an Event of Default or (ii)
the Company shall be in default with respect to its payment of any obligations
under the Preferred Securities Guarantee, then (a) the Company shall not declare
or pay any dividend on, make any distributions with respect to, or redeem,
purchase or make a liquidation payment with respect to, any of its capital
stock, (b) the Company shall not make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities issued by
the Company which rank pari passu with or junior to the Notes, and (c) the
Company shall not make any guarantee payments with respect to the foregoing
(other than pursuant to the Preferred Securities Guarantee).

          If the Company shall have given notice of its election to defer
payments of interest on the Notes by extending the interest payment period as
provided in Article IV and such period, or any extension thereof, shall be
continuing, then (i) the Company shall not  declare or pay any dividend, or make
any distributions with respect to, or redeem, purchase or make a liquidation
payment with respect to, any of its capital stock, (ii) the Company shall not
make any payment of interest, principal, premium, if any, on or repay,
repurchase or redeem any debt securities issued by the Company which rank pari
passu with or junior to the Notes, and (iii) the Company shall not make any
guarantee payments with respect to the foregoing (other than pursuant to the
Preferred Securities Guarantee).

          Notwithstanding the foregoing restrictions, nothing in this Section
10.1 shall prevent the Company, in any event, from making dividend, redemption,
liquidation or guarantee payments on capital stock, or interest, principal,
redemption or guarantee payments on debt securities issued by the Company
ranking pari passu with or junior to the Notes, where the payment is made by way
of (i) securities (including capital stock) that rank junior to the securities
on which such payment is being made or (ii) securities (including capital stock)
of Tele-Communications, Inc., a Delaware corporation (or any successor of such
corporation).

          Section 10.2. Covenants as to the Trust.  For so long as the Trust
Securities remain outstanding, the Company will (i) maintain 100% direct or
indirect ownership of the Common Securities; provided, however, that any
permitted successor of the Company under the Indenture may succeed to the
Company's ownership of the Common Securities, (ii) not cause, as sponsor of the
Trust, or permit, as the holder of the Common Securities of the Trust, the
termination, dissolution or winding-up of the Trust, except in connection with a
distribution of the Notes as provided in the Declaration and in connection with
certain mergers, consolidations or amalgamations as permitted by the
Declaration, (iii) use its reasonable efforts to cause the Trust (a) to remain a
statutory business trust, except in connection with a distribution of Notes to
the holders of the Preferred Securities in liquidation of the Trust, or certain
mergers, consolidations or amalgamations, each as permitted by the Declaration,
and (b) to otherwise continue to be treated as a grantor trust for United States
federal income tax purposes and (iv) use its reasonable efforts to cause each
holder of Trust Securities to be treated as owning an individual beneficial
interest in the Notes.

                                       22
<PAGE>
 
                                   ARTICLE XI

                           CERTAIN EVENTS OF DEFAULT

          Section 11.1.  Additional Events of Default.  An Event of Default with
respect to the Notes shall include those events described in Section 6.01 of the
Indenture and, with respect to the Notes only, the occurrence of any of the
following events: the voluntary or involuntary dissolution, winding up or
termination of the Trust, except in connection with (i) the distribution of
Notes to holders of Preferred Securities in liquidation of their interests in
the Trust, (ii) the redemption of all of the outstanding Preferred Securities,
or (iii) certain mergers, consolidations or amalgamations, each as permitted by
the provisions of the Declaration.

          Section 11.2.  Waiver of Existing Defaults. Notwithstanding Section
6.04 of the Indenture, the Holders of a majority in aggregate principal amount
of the Notes may not waive a Default or an existing Event of Default (i) in the
payment of the principal of or accrued interest on the Notes, unless the Company
has paid or deposited with the Trustee a sum sufficient to pay all matured
installments of interest (with interest on overdue interest at the rate
specified in Section 2.5(a)) upon all of the Notes and the principal of the
Notes that shall have become due otherwise than by acceleration or (ii) that
arise out of a breach by the Company of Section 10.1.  Section 6.04 of the
Indenture shall, in all other respects and as modified by this Section 11.2,
apply to the Notes.


                                  ARTICLE XII

                                 MISCELLANEOUS

          Section 12.1.   Supplemental Indenture Incorporated Into Indenture.
This Fourth Supplemental Indenture is executed by the Company and the Trustee
pursuant to the provisions of Sections 2.01 and 2.02 of the Indenture, and the
terms and conditions hereof shall be deemed to be part of the Indenture for all
purposes relating to the Notes.  The provisions of the Indenture, as modified by
this Fourth  Supplemental Indenture, are effective with respect to the Notes,
and are not effective with respect to any series of Securities to be issued
pursuant to any previous or subsequent supplemental indenture or resolution of
the Board of Directors.  The Indenture, as supplemented by this Fourth
Supplemental Indenture, is in all respects adopted, ratified and confirmed.

          Section 12.2.   Trustee Not Responsible for Recitals; Disclaimer.  The
recitals herein contained are made by the Company and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof.  The Trustee
makes no representation as to the validity or sufficiency of this Fourth
Supplemental Indenture.

                                       23
<PAGE>
 
          Section 12.3.   Governing Law.  This Fourth Supplemental Indenture and
each Note shall be deemed to be a contract made under the internal laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State.

          Section 12.4.   Separability.  In case any one or more of the
provisions contained in this Fourth Supplemental Indenture or in the Notes shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Fourth Supplemental Indenture or of the Notes, but this
Fourth Supplemental Indenture and the Notes shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or
therein.

          Section 12.5.   Counterparts.  This Fourth Supplemental Indenture may
be executed in any number of counterparts each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.

          Section 12.6.   Acknowledgment of Rights of Holders of Preferred
Securities.  The Company hereby acknowledges the right of each holder of
Preferred Securities, upon and during the continuance of an Event of Default
under the Declaration that results from the failure of the Company to pay
principal of or interest on the Notes when due, to directly institute
proceedings against the Company to obtain payment to such holder of an amount
equal to the principal or interest so defaulted on with respect to Notes in a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities owned by such holder.

                                       24
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, as of the day and year first above written.


                                                   TCI COMMUNICATIONS, INC.
 
                                                   By  /s/ Ann M. Koets
                                                      -------------------------
                                                      Name: Ann M. Koets
                                                      Title:   Vice President
 
 
[Seal]
 

Attest:  /s/ Mary S. Willis
        -------------------------
     Title: Assistant Secretary

                                                   THE BANK OF NEW YORK,
                                                         as Trustee
 
                                                   By:  /s/ Walter N. Gitlin
                                                      -------------------------
                                                      Name: Walter N. Gitlin
                                                      Title: Vice President
 
[Seal]
 
Attest:   /s/ Stephen J. Giurlando
        -------------------------
     Title: Assistant Vice President

                                       25
<PAGE>
 
STATE OF COLORADO)
COUNTY OF ARAPAHOE) ss:


          On the day of March 19, 1997 before me personally came Ann M. Koets,
to me known, who, being by me duly sworn, did depose and say that she is the
Vice President of TCI COMMUNICATIONS, INC., one of the corporations described in
and which executed the above instrument; that she knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.

                              NOTARY PUBLIC  Debra A. Watkins

[seal]                        Commission expires 4-8-98

STATE OF NEW YORK   )
COUNTY OF NEW YORK  ) ss:


          On the 24th day of March, 1997 before me personally came Walter N.
Gitlin, to me known, who, being by me duly sworn, did depose and say that he is
the Vice President of THE BANK OF NEW YORK, one of the corporations described in
and which executed the above instrument; that he knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


                              NOTARY PUBLIC Susan M. Conti

[seal]                        Commission expires 11/24/98

                                       26

<PAGE>
 
                                                                    Exhibit 4.13
- --------------------------------------------------------------------------------


                           TCI COMMUNICATIONS, INC.,


                           TELE-COMMUNICATIONS, INC.


                                      and


                  STATE STREET BANK AND TRUST COMPANY, Trustee

                                ________________

                         SECOND SUPPLEMENTAL INDENTURE
                          Dated as of March 9, 1999


                            Supplement to Indenture
                           Dated as of July 26, 1993
                              ____________________


                          7.250% Senior Notes due 2005
                       7.875% Senior Debentures due 2013
                          8.650% Senior Notes due 2004
                          8.000% Senior Notes due 2005
                       8.750% Senior Debentures due 2015

- ------------------------------------------------------------------------------
<PAGE>
 
          THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of March 9, 1999, among TCI COMMUNICATIONS, INC., a Delaware corporation
("TCIC" or, before the Effective Time, the "Company"), as original issuer, TELE-
COMMUNICATIONS, INC., a Delaware corporation ("TCI" or, after the Effective
Time, the "Company"), as successor issuer, and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts Trust Company (the "Trustee"), as trustee.

                                    RECITALS
                                    --------

          WHEREAS, TCIC (which was formerly known as "Tele-Communications,
Inc.") and Shawmut Bank Connecticut, National Association ("Shawmut"), which has
been succeeded by the Trustee, have entered into an Indenture, dated as of July
26, 1993, as supplemented by the First Supplemental Indenture, dated as of
September 13, 1994, between TCIC and Shawmut (together, the "Original
Indenture"), pursuant to which the Company issued, and Shawmut authenticated and
delivered the following securities which are, as of the date hereof, currently
outstanding (collectively, the "Securities"):

(a) $300 million aggregate principal amount of the Company's 7.250% Senior Notes
    due 2005;
(b) $550 million aggregate principal amount of the Company's 7.875% Senior
    Debentures due 2013;
(c) $300 million aggregate principal amount of the Company's 8.650% Senior Notes
    due 2004;
(d) $350 million aggregate principal amount of the Company's 8.000% Senior Notes
    due 2005; and
(e) $750 million aggregate principal amount of the Company's 8.750% Senior
    Debentures due 2015;

          WHEREAS, TCIC and TCI have entered into an Agreement and Plan of
Merger, dated as of January 12, 1999, that provides for the merger (the
"Merger") of TCIC with and into TCI;

          WHEREAS, the Merger will  become effective upon the filing of an
appropriate certificate of merger with the Secretary of State of the State of
Delaware (the time and date when the Merger becomes effective is referred to
herein as the "Effective Time");

          WHEREAS, at the Effective Time,  the separate corporate existence of
TCIC will cease and TCI will continue as the surviving corporation of the
Merger;

          WHEREAS, pursuant to Section 5.01 of the Original Indenture, the
Company may not merge into another corporation unless  (i) the successor
corporation is a corporation organized and existing under the laws of the United
States or any State thereof; (ii) the successor corporation assumes by
supplemental indenture all of the obligations of the Company under the
Securities and the Original Indenture and (iii) immediately after giving effect
to the merger, no Default or Event of Default shall have occurred and be
continuing;

                                       1
<PAGE>
 
          WHEREAS, (i) immediately after giving effect to the Merger,  no
Default or Event of Default shall have occurred and be continuing, (ii) TCI is a
corporation organized and existing under the laws of the State of Delaware,
which is a State of the United States and (iii) TCI desires to assume pursuant
to this Supplemental Indenture, as of the Effective Time, all of the obligations
of the Company under the Securities and the Indenture;  and

          WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCIC and TCI.

          NOW, THEREFORE, TCIC,  TCI and the Trustee agree as follows for the
equal and ratable benefit of the Holders:

                                   ARTICLE I

                          DEFINITIONS; INTERPRETATION

          1.1. Definitions.  Capitalized terms that are defined in the preamble
               -----------                                                     
or the recitals hereto shall have such meanings throughout this Supplemental
Indenture.  Capitalized terms used but not defined in this Supplemental
Indenture have the meanings assigned thereto in the Original Indenture. The
meanings assigned to all defined terms used in this Supplemental Indenture shall
be equally applicable to both the singular and plural forms of such defined
terms. The term "Indenture" as used herein means the Original Indenture, as
amended and supplemented by this Supplemental Indenture, or as otherwise
supplemented or amended from time to time by one or more indentures supplemental
thereto or hereto entered into pursuant to the applicable provisions of the
Indenture.

          1.2. Interpretation.  References in the Original Indenture (including
               --------------                                                 
references in the Original Indenture as amended or supplemented  hereby) to
"this Indenture" (and indirect references such as "hereunder," "herein" and
"hereof") shall be deemed references to the Original Indenture as amended and
supplemented hereby. All of the covenants, agreements and provisions of this
Supplemental Indenture shall be deemed to be and construed as part of the
Original Indenture to the same effect as if fully set forth therein and shall be
fully enforceable in the manner provided in the Original Indenture.  Except as
otherwise provided in this Supplemental Indenture, all of the covenants,
agreements and provisions of the Original Indenture shall remain in full force
and effect.

                                   ARTICLE II

                                   THE MERGER

          2.1.  Assumption by TCI.  TCI, as the surviving corporation of the
                ------------------                                          
Merger, shall become fully responsible as of the Effective Time, without any
further action, for: (i) the payment of the principal (and premium, if any) and
interest on the Securities according to their tenor and the Indenture; and (ii)
the performance and observance of all of the other covenants and provisions of

                                       2
<PAGE>
 
the Securities and the Indenture. Upon such assumption, TCI shall succeed to and
be substituted for TCIC with the same effect as if it had been named in the
Indenture as the original issuer, and TCIC thereupon shall be relieved of any
further liability or obligation under the Indenture or upon the Securities.
Upon and following the Effective Time, the parties hereto agree that all
references to the "Company" in the Indenture and the Securities shall be deemed
references to TCI, until a successor replaces it pursuant to the applicable
provisions of the Indenture and thereafter the "Company" shall mean such
successor.

          2.2.  Representations, Warranties and Covenants Regarding the Merger.
                --------------------------------------------------------------
TCIC and TCI jointly and severally represent, warrant and covenant to the
Trustee as follows:

                (a) TCI is a corporation duly organized and validly existing
          under the laws of the State of Delaware; and

                (b)  As of the date hereof, no Default or Event of Default has
          occurred that is continuing, and, immediately after giving effect to
          the Merger and the assumption contemplated by Section 2.01 hereof, no
          Default or Event of Default shall occur and be continuing.

                                  ARTICLE III

                                 MISCELLANEOUS

          3.1.  Conflict with the TIA.  If any provision of this Supplemental
                ----------------------                                       
Indenture modifies or excludes any provision of the TIA that is required under
such Act to be part of and govern the Indenture, the latter provision of the TIA
shall control.  If any provision hereof modifies or excludes any provision of
the TIA that may be so modified or excluded, the latter provision of the TIA
shall be deemed to apply to this Supplemental Indenture, as so modified or
excluded, as the case may be.

          3.2.  Date and Time of Effectiveness.  This Supplemental Indenture
                -------------------------------                             
shall become a legally effective and binding instrument at and as of the
Effective Time.

          3.3.  Securities Deemed Conformed.  Beginning at the Effective Time,
                ----------------------------                                  
the provisions of each Security then outstanding shall be deemed to be
conformed, without the necessity for any reissuance or exchange such Security or
any other action on the part of the Holders, TCIC, TCI or the Trustee, so as to
reflect this Supplemental Indenture.

          3.4.  Successors.  All agreements of TCIC, TCI and the Trustee in
                -----------                                                
this Supplemental Indenture and in the Indenture shall bind their respective
successors.

                                       3
<PAGE>
 
          3.5.  Benefits of Supplemental Indenture.  Nothing in this
                -----------------------------------                 
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture or the Indenture.

          3.6.  Separability.  In case any provision in this Supplemental
                -------------                                            
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

          3.7.  Trustee Responsibility.  The Trustee assumes no duties,
                -----------------------                                
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture.  The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
shall be taken as statements of TCIC and TCI.  This Supplemental Indenture is
executed and accepted by the Trustee subject to all of the terms and conditions
of its acceptance of the trust under the Original Indenture, as fully as if said
terms and conditions were herein set forth in full.

          3.8.  Headings.  The Article and Section headings of this
                ---------                                          
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

          3.9.  Counterparts.  This Supplemental Indenture may be executed in
                -------------                                                
counterparts, each of which shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

          3.10.  Notices.  Beginning at the  Effective Time, the addresses for
                 --------                                                     
notices to the Company and the Trustee set forth in Section 11.02 of the
Original Indenture shall be amended, without further action, to read in their
entirety as follows:

          "If to the Company:

               Tele-Communications, Inc.
               Terrace Tower II
               5619 DTC Parkway
               Englewood, Colorado 80111-3000
               Attention: Treasurer

          If to the Trustee:

               State Street Bank and Trust Company
               Goodwin Square
               225 Asylum Street

                                       4
<PAGE>
 
               23rd Floor
               Hartford, Connecticut 06103
               Attention:  Corporate Trust Department"

          3.11.  Governing Law.  This Supplemental Indenture shall be governed
                 --------------                                               
by and construed in accordance with the internal laws of the State of New York.

                                       5
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.


                         TCI COMMUNICATIONS, INC.

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


                         TELE-COMMUNICATIONS, INC.

                         By:  /s/ Bernard W. Schotters II
                              ---------------------------
                              Name: Bernard W. Schotters II
                              Title: Senior Vice President


                         STATE STREET BANK AND TRUST COMPANY

                         By:  /s/ Mark A. Forgetta
                              --------------------
                              Name: Mark A. Forgetta
                              Title: Vice President


<PAGE>
 
                                                                    EXHIBIT 4.14

================================================================================

                           TCI COMMUNICATIONS, INC.,

                           TELE-COMMUNICATIONS, INC.

                                      and

                         THE BANK OF NEW YORK, Trustee

                                ________________


                          FIRST SUPPLEMENTAL INDENTURE
                           Dated as of March 9, 1999


                            Supplement to Indenture
                           Dated as of April 1, 1991


                         10.125% Senior Notes due 2001
                          9.650% Senior Notes due 2003
                       9.800% Senior Debentures due 2012
                       10.125% Senior Debentures due 2022
                          9.250% Senior Notes due 2002
                       9.875% Senior Debentures due 2022
                          8.250% Senior Notes due 2003
                       9.250% Senior Debentures due 2023
                          7.375% Senior Notes due 2000
                       8.750% Senior Debentures due 2023

                              ____________________
================================================================================
<PAGE>
 
          THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of March 9, 1999, among TCI COMMUNICATIONS, INC., a Delaware
corporation ("TCIC" or, before the Effective Time,  the "Company"), as original
issuer, TELE-COMMUNICATIONS, INC., a Delaware corporation ("TCI" or, after the
Effective Time, the "Company"), as successor issuer,  and THE BANK OF NEW YORK,
a New York banking corporation (the "Trustee"), as trustee.


                                    RECITALS
                                    --------

          WHEREAS, TCIC (formerly named "Tele-Communications, Inc.") and The
Connecticut National Bank (together with all successor trustees, the "Original
Trustee"), which has been succeeded by the Trustee, have entered into an
Indenture, dated as of April 1, 1991 (the "Original Indenture"), pursuant to
which the Company issued, and the Original Trustee authenticated and delivered
the following securities which are, as of the date hereof, currently outstanding
(collectively, the "Securities"):

(a) $100 million aggregate principal amount of the Company's 10.125% Senior
Notes due 2001;
(b) $150 million aggregate principal amount of the Company's 9.650% Senior Notes
due 2003;
(c) $600 million aggregate principal amount of the Company's 9.800% Senior
Debentures due 2012;
(d) $150 million aggregate principal amount of the Company's 10.125% Senior
Debentures due 2022;
(e) $200 million aggregate principal amount of the Company's  9.250% Senior
Notes due 2002;
(f) $100 million aggregate principal amount of the Company's 9.875% Senior
Debentures due 2022;
(g) $550 million aggregate principal amount of the Company's 8.250% Senior Notes
due 2003;
(h) $500 million aggregate principal amount of the Company's 9.250% Senior
Debentures due 2023;
(i) $300 million aggregate principal amount of the Company's 7.375% Senior Notes
due 2000; and
(j) $250 million aggregate principal amount of the Company's 8.750% Senior
Debentures due 2023;

          WHEREAS, TCIC and TCI have entered into an Agreement and Plan of
Merger, dated as of January 12, 1999, that provides for the merger (the
"Merger") of TCIC with and into TCI;

          WHEREAS, the Merger will become effective upon the filing of an
appropriate certificate of merger with the Secretary of State of the State of
Delaware (the time and date when the Merger becomes effective is referred to
herein as the "Effective Time");

          WHEREAS, at the Effective Time,  the separate corporate existence of
TCIC will cease and TCI will continue as the surviving corporation of the
Merger;

          WHEREAS, pursuant to Section 5.01 of the Original Indenture, the
Company may not merge into another corporation unless  (i) the successor
corporation is a corporation organized and existing under the laws of the United
States or any State thereof; (ii) the successor corporation 

                                       1
<PAGE>
 
assumes by supplemental indenture all of the obligations of the Company under
the Securities and the Original Indenture and (iii) immediately after giving
effect to the merger, no Default or Event of Default shall have occurred and be
continuing;

          WHEREAS, (i) immediately after giving effect to the Merger,  no
Default or Event of Default shall have occurred and be continuing, (ii) TCI is a
corporation organized and existing under the laws of the State of Delaware,
which is a State of the United States and (iii) TCI desires to assume pursuant
to this Supplemental Indenture, as of the Effective Time, all of the obligations
of the Company under the Securities and the Indenture;  and

          WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCIC and TCI.

          NOW, THEREFORE, TCIC,  TCI and the Trustee agree as follows for the
equal and ratable benefit of the Holders:

                                   ARTICLE I

                          DEFINITIONS; INTERPRETATION

          1.1. Definitions.  Capitalized terms that are defined in the preamble
               -----------                                                     
or the recitals hereto shall have such meanings throughout this Supplemental
Indenture.  Capitalized terms used but not defined in this Supplemental
Indenture have the meanings assigned thereto in the Original Indenture. The
meanings assigned to all defined terms used in this Supplemental Indenture shall
be equally applicable to both the singular and plural forms of such defined
terms. The term "Indenture" as used herein means the Original Indenture, as
amended and supplemented by this Supplemental Indenture, or as otherwise
supplemented or amended from time to time by one or more indentures supplemental
thereto or hereto entered into pursuant to the applicable provisions of the
Indenture.

          1.2. Interpretation.  References in the Original Indenture (including
               ---------------                                                 
references in the Original Indenture as amended or supplemented  hereby) to
"this Indenture" (and indirect references such as "hereunder," "herein" and
"hereof") shall be deemed references to the Original Indenture as amended and
supplemented hereby. All of the covenants, agreements and provisions of this
Supplemental Indenture shall be deemed to be and construed as part of the
Original Indenture to the same effect as if fully set forth therein and shall be
fully enforceable in the manner provided in the Original Indenture.  Except as
otherwise provided in this Supplemental Indenture, all of the covenants,
agreements and provisions of the Original Indenture shall remain in full force
and effect.

                                       2
<PAGE>
 
                                   ARTICLE II

                                   THE MERGER

          2.1.  Assumption by TCI.  TCI, as the surviving corporation of the
                 ------------------                                          
Merger, shall become fully responsible as of the Effective Time, without any
further action, for: (i) the payment of the principal (and premium, if any) and
interest on, and any Additional Amounts with respect to, the Securities
according to their tenor and the Indenture; and (ii) the performance and
observance of all of the other covenants and provisions of the Securities and
the Indenture. Upon such assumption, TCI shall succeed to and be substituted for
TCIC with the same effect as if it had been named in the Indenture as the
original issuer, and TCIC thereupon shall be relieved of any further liability
or obligation under the Indenture or upon the Securities.  Upon and following
the Effective Time, the parties hereto agree that all references to the
"Company" in the Indenture and the Securities shall be deemed references to TCI,
until a successor replaces it pursuant to the applicable provisions of the
Indenture and thereafter the "Company" shall mean such successor.

          2.2.  Representations, Warranties and Covenants Regarding the Merger.
                 -------------------------------------------------------------  
TCIC and TCI jointly and severally represent, warrant and covenant to the
Trustee as follows:

               (a)  TCI is a corporation duly organized and validly existing
          under the laws of the State of Delaware; and

               (b)  As of the date hereof, no Default or Event of Default has
          occurred that is continuing, and, immediately after giving effect to
          the Merger and the assumption contemplated by Section 2.01 hereof, no
          Default or Event of Default shall occur and be continuing.


                                  ARTICLE III

                                 MISCELLANEOUS


          3.1.  Conflict with the TIA.  If any provision of this Supplemental
                ----------------------                                       
Indenture modifies or excludes any provision of the TIA that is required under
such Act to be part of and govern the Indenture, the latter provision of the TIA
shall control.  If any provision hereof modifies or excludes any provision of
the TIA that may be so modified or excluded, the latter provision of the TIA
shall be deemed to apply to this Supplemental Indenture, as so modified or
excluded, as the case may be.

          3.2.  Date and Time of Effectiveness.  This Supplemental Indenture
                -------------------------------                             
shall become a legally effective and binding instrument at and as of the
Effective Time.

                                       3
<PAGE>
 
          3.3.  Securities Deemed Conformed.  Beginning at the Effective Time,
                ----------------------------                                  
the provisions of each Security then outstanding shall be deemed to be
conformed, without the necessity for any reissuance or exchange such Security or
any other action on the part of the Holders, TCIC, TCI or the Trustee, so as to
reflect this Supplemental Indenture.

          3.4.  Successors.  All agreements of TCIC, TCI and the Trustee in
                -----------                                                
this Supplemental Indenture and in the Indenture shall bind their respective
successors.

          3.5.  Benefits of Supplemental Indenture.  Nothing in this
                -----------------------------------                 
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture or the Indenture.

          3.6.  Separability.  In case any provision in this Supplemental
                -------------                                            
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

          3.7.  Trustee Responsibility.  The Trustee assumes no duties,
                -----------------------                                
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture.  The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
shall be taken as statements of TCIC and TCI.  This Supplemental Indenture is
executed and accepted by the Trustee subject to all of the terms and conditions
of its acceptance of the trust under the Original Indenture, as fully as if said
terms and conditions were herein set forth in full.

          3.8.  Headings.  The Article and Section headings of this
                ---------                                          
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

          3.9.  Counterparts.  This Supplemental Indenture may be executed in
                  -------------                                                
counterparts, each of which shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

          3.10.  Notices.  Beginning at the  Effective Time, the addresses for
                   --------                                                     
notices to the Company and the Trustee set forth in Section 11.02 of the
Original Indenture shall be amended, without further action, to read in their
entirety as follows:

                                       4
<PAGE>
 
          If to the Company:

               Tele-Communications, Inc.
               Terrace Tower II
               5619 DTC Parkway
               Englewood, Colorado 80111-3000
               Attention: Treasurer

          If to the Trustee:

               The Bank of New York
               101 Barclay Street, Floor 21W
               New York, New York 10286

          3.11.  Governing Law.  This Supplemental Indenture shall be governed
                 --------------                                               
by and construed in accordance with the internal laws of the State of New York.

                                       5
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.


                                    TCI COMMUNICATIONS, INC.

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



                                    TELE-COMMUNICATIONS, INC.

                                    By:  /s/ Bernard W. Schotters II
                                         ---------------------------
                                         Name: Bernard W. Schotters II
                                         Title: Senior Vice President


                                     THE BANK OF NEW YORK

                                     By:  /s/ Walter N. Gitlin
                                          --------------------
                                          Name: Walter N. Gitlin
                                          Title: Vice President

<PAGE>
 
                                                                    EXHIBIT 4.15

================================================================================


                           TCI COMMUNICATIONS, INC.,


                           TELE-COMMUNICATIONS, INC.


                                      and


                         THE BANK OF NEW YORK, Trustee


                                ________________



                         SECOND SUPPLEMENTAL INDENTURE
                           Dated as of March 9, 1999


                            Supplement to Indenture
                           Dated as of August 4, 1993


                              ____________________



                        Remarketed Reset Notes due 2010

================================================================================
<PAGE>
 

          THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of March 9, 1999, among TCI COMMUNICATIONS, INC., a Delaware
corporation ("TCIC" or, before the Effective Time,  the "Company"), as original
issuer, TELE-COMMUNICATIONS, INC., a Delaware corporation ("TCI" or, after the
Effective Time, the "Company"), as successor issuer,  and THE BANK OF NEW YORK,
a New York banking corporation (the "Trustee"), as trustee.


                                    RECITALS
                                    --------

          WHEREAS, TCIC (formerly named "Tele-Communications, Inc.") and the
Trustee have entered into an Indenture, dated as of August 4, 1993, as
supplemented by the First Supplemental Indenture, dated as of September 13,
1994, between TCIC and the Trustee (together, the "Original Indenture"),
pursuant to which the Company issued, and the Trustee authenticated and
delivered, $200,000,000 aggregate principal amount of the Company's Remarketed
Reset Notes due 2010 (the "Securities"), which are currently outstanding;

          WHEREAS, TCIC and TCI have entered into an Agreement and Plan of
Merger, dated as of January 12, 1999, that provides for the merger (the
"Merger") of TCIC with and into TCI;

          WHEREAS, the Merger will become effective upon the filing of an
appropriate certificate of merger with the Secretary of State of the State of
Delaware (the time and date when the Merger becomes effective is referred to
herein as the "Effective Time");

          WHEREAS, at the Effective Time,  the separate corporate existence of
TCIC will cease and TCI will continue as the surviving corporation of the
Merger;

          WHEREAS, pursuant to Section 5.01 of the Original Indenture, the
Company may not merge into another corporation unless  (i) the successor
corporation is a corporation organized and existing under the laws of the United
States or any State thereof; (ii) the successor corporation assumes by
supplemental indenture all of the obligations of the Company under the
Securities and the Original Indenture and (iii) immediately after giving effect
to the merger, no Default or Event of Default shall have occurred and be
continuing;

          WHEREAS, (i) immediately after giving effect to the Merger,  no
Default or Event of Default shall have occurred and be continuing, (ii) TCI is a
corporation organized and existing under the laws of the State of Delaware,
which is a State of the United States and (iii) TCI desires to assume pursuant
to this Supplemental Indenture, as of the Effective Time, all of the obligations
of the Company under the Securities and the Indenture;  and

          WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCIC and TCI.

                                       
                                       1

<PAGE>
 
          NOW, THEREFORE, TCIC,  TCI and the Trustee agree as follows for the
equal and ratable benefit of the Holders:

                                   ARTICLE I

                          DEFINITIONS; INTERPRETATION

          1.1. Definitions.  Capitalized terms that are defined in the preamble
               -----------                                                     
or the recitals hereto shall have such meanings throughout this Supplemental
Indenture.  Capitalized terms used but not defined in this Supplemental
Indenture have the meanings assigned thereto in the Original Indenture. The
meanings assigned to all defined terms used in this Supplemental Indenture shall
be equally applicable to both the singular and plural forms of such defined
terms. The term "Indenture" as used herein means the Original Indenture, as
amended and supplemented by this Supplemental Indenture, or as otherwise
supplemented or amended from time to time by one or more indentures supplemental
thereto or hereto entered into pursuant to the applicable provisions of the
Indenture.

          1.2. Interpretation.  References in the Original Indenture (including
               ---------------                                                 
references in the Original Indenture as amended or supplemented  hereby) to
"this Indenture" (and indirect references such as "hereunder," "herein" and
"hereof") shall be deemed references to the Original Indenture as amended and
supplemented hereby. All of the covenants, agreements and provisions of this
Supplemental Indenture shall be deemed to be and construed as part of the
Original Indenture to the same effect as if fully set forth therein and shall be
fully enforceable in the manner provided in the Original Indenture.  Except as
otherwise provided in this Supplemental Indenture, all of the covenants,
agreements and provisions of the Original Indenture shall remain in full force
and effect.

                                   ARTICLE II

                                   THE MERGER

          2.1.  Assumption by TCI.  TCI, as the surviving corporation of the
                ------------------                                          
Merger, shall become fully responsible as of the Effective Time, without any
further action, for: (i) the payment of the principal (and premium, if any) and
interest on, and any Additional Amounts with respect to, the Securities
according to their tenor and the Indenture; and (ii) the performance and
observance of all of the other covenants and provisions of the Securities and
the Indenture. Upon such assumption, TCI shall succeed to and be substituted for
TCIC with the same effect as if it had been named in the Indenture as the
original issuer, and TCIC thereupon shall be relieved of any further liability
or obligation under the Indenture or upon the Securities.  Upon and following
the Effective Time, the parties hereto agree that all references to the
"Company" in the Indenture and the Securities shall be deemed references to TCI,
until a successor replaces it pursuant to the applicable provisions of the
Indenture and thereafter the "Company" shall mean such successor.

                                       2

<PAGE>
 
          2.2.  Representations, Warranties and Covenants Regarding the Merger.
                --------------------------------------------------------------  
TCIC and TCI jointly and severally represent, warrant and covenant to the
Trustee as follows:

                (a)  TCI is a corporation duly organized and validly existing
          under the laws of the State of Delaware; and

                (b)  As of the date hereof, no Default or Event of Default has
          occurred that is continuing, and, immediately after giving effect to
          the Merger and the assumption contemplated by Section 2.01 hereof, no
          Default or Event of Default shall occur and be continuing.


                                  ARTICLE III

                                 MISCELLANEOUS


          3.1.  Conflict with the TIA.  If any provision of this Supplemental
                ----------------------                                       
Indenture modifies or excludes any provision of the TIA that is required under
such Act to be part of and govern the Indenture, the latter provision of the TIA
shall control.  If any provision hereof modifies or excludes any provision of
the TIA that may be so modified or excluded, the latter provision of the TIA
shall be deemed to apply to this Supplemental Indenture, as so modified or
excluded, as the case may be.

          3.2.  Date and Time of Effectiveness.  This Supplemental Indenture
                -------------------------------                             
shall become a legally effective and binding instrument at and as of the
Effective Time.

          3.3.  Securities Deemed Conformed.  Beginning at the Effective Time,
                ----------------------------                                  
the provisions of each Security then outstanding shall be deemed to be
conformed, without the necessity for any reissuance or exchange such Security or
any other action on the part of the Holders, TCIC, TCI or the Trustee, so as to
reflect this Supplemental Indenture.

          3.4.  Successors.  All agreements of TCIC, TCI and the Trustee in
                -----------                                                
this Supplemental Indenture and in the Indenture shall bind their respective
successors.

          3.5.  Benefits of Supplemental Indenture.  Nothing in this
                -----------------------------------                 
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent  and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture or the Indenture.


          3.6.  Separability.  In case any provision in this Supplemental
                -------------                                            
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the 

                                       3

<PAGE>
 
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.

                                       
          3.7.  Trustee Responsibility.  The Trustee assumes no duties,
                -----------------------                                
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture.  The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
shall be taken as statements of TCIC and TCI.  This Supplemental Indenture is
executed and accepted by the Trustee subject to all of the terms and conditions
of its acceptance of the trust under the Original Indenture, as fully as if said
terms and conditions were herein set forth in full.

          3.8.  Headings.  The Article and Section headings of this
                ---------                                          
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

          3.9.  Counterparts.  This Supplemental Indenture may be executed in
                -------------                                                
counterparts, each of which shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

          3.10.  Notices.  Beginning at the  Effective Time, the addresses for
                 --------                                                     
notices to the Company and the Trustee set forth in Section 11.02 of the
Original Indenture shall be amended, without further action, to read in their
entirety as follows:

                 If to the Company:

                         Tele-Communications, Inc.
                         Terrace Tower II
                         5619 DTC Parkway
                         Englewood, Colorado 80111-3000
                         Attention: Treasurer

                 If to the Trustee:

                         The Bank of New York
                         101 Barclay Street, Floor 21W
                         New York, New York 10286

          3.11.  Governing Law.  This Supplemental Indenture shall be governed
                 --------------                                               
by and construed in accordance with the internal laws of the State of New York.

                                       4

<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.


                                    TCI COMMUNICATIONS, INC.

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



                                    TELE-COMMUNICATIONS, INC.

                                    By:  /s/ Bernard W. Schotters II
                                         ---------------------------
                                         Name: Bernard W. Schotters II
                                         Title: Senior Vice President


                                    THE BANK OF NEW YORK

                                    By:  /s/ Walter N. Gitlin
                                         --------------------
                                         Name: Walter N. Gitlin
                                         Title: Vice President

<PAGE>
 
                                                                    Exhibit 4.16
================================================================================

                           TCI COMMUNICATIONS, INC.,


                           TELE-COMMUNICATIONS, INC.


                                      and


                         THE BANK OF NEW YORK, Trustee


                               ________________



                         FIRST SUPPLEMENTAL INDENTURE
                           Dated as of March 9, 1999


                            Supplement to Indenture
                         Dated as of December 20, 1995


                             ____________________



                         6.875% Senior Notes due 2006
                       7.875% Senior Debentures due 2026
                         7.250% Senior Notes due 1999
                         6.375% Senior Notes due 1999


================================================================================
<PAGE>
 
          THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of March 9, 1999, among TCI COMMUNICATIONS, INC., a Delaware
corporation ("TCIC" or, before the Effective Time,  the "Company"), as original
issuer, TELE-COMMUNICATIONS, INC., a Delaware corporation ("TCI" or, after the
Effective Time, the "Company"), as successor issuer,  and THE BANK OF NEW YORK,
a New York banking corporation (the "Trustee"), as trustee.


                                   RECITALS
                                   --------

          WHEREAS, TCIC and the Trustee have entered into an Indenture, dated as
of December 20, 1995 (the "Original Indenture"), pursuant to which the Company
issued, and the Trustee authenticated and delivered the following securities
which are, as of the date hereof, currently outstanding (collectively, the
"Securities"):

(a) $400 million aggregate principal amount of the Company's 6.875% Senior Notes
due 2006;
(b) $600 million aggregate principal amount of the Company's 7.875% Senior
Debentures due 2026;
(c) $300 million aggregate principal amount of the Company's 7.250% Senior Notes
due 1999; and
(d) $350 million aggregate principal amount of the Company's 6.375% Senior Notes
due 1999;

          WHEREAS, TCIC and TCI have entered into an Agreement and Plan of
Merger, dated as of January 12, 1999, that provides for the merger (the
"Merger") of TCIC with and into TCI;

          WHEREAS, the Merger will become effective upon the filing of an
appropriate certificate of merger with the Secretary of State of the State of
Delaware (the time and date when the Merger becomes effective is referred to
herein as the "Effective Time");

          WHEREAS, at the Effective Time,  the separate corporate existence of
TCIC will cease and TCI will continue as the surviving corporation of the
Merger;

          WHEREAS, pursuant to Section 5.01 of the Original Indenture, the
Company may not merge into another corporation unless  (i) the successor
corporation is a corporation organized and existing under the laws of the United
States or any State thereof; (ii) the successor corporation assumes by
supplemental indenture all of the obligations of the Company under the
Securities, any coupons appertaining thereto and the Original Indenture and
(iii) immediately after giving effect to the merger, no Default or Event of
Default shall have occurred and be continuing;

          WHEREAS, (i) immediately after giving effect to the Merger,  no
Default or Event of Default shall have occurred and be continuing, (ii) TCI is a
corporation organized and existing under the laws of the State of Delaware,
which is a State of the United States and (iii) TCI desires to assume pursuant
to this Supplemental Indenture, as of the Effective Time, all of the obligations
of the Company under the Securities, any coupons appertaining thereto and the
Indenture;  and

                                       1
<PAGE>
 
          WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCIC and TCI.

          NOW, THEREFORE, TCIC,  TCI and the Trustee agree as follows for the
equal and ratable benefit of the Holders:


                                   ARTICLE I

                          DEFINITIONS; INTERPRETATION

          1.1.   Definitions.  Capitalized terms that are defined in the 
                 -----------          
preamble or the recitals hereto shall have such meanings throughout this
Supplemental Indenture. Capitalized terms used but not defined in this
Supplemental Indenture have the meanings assigned thereto in the Original
Indenture. The meanings assigned to all defined terms used in this Supplemental
Indenture shall be equally applicable to both the singular and plural forms of
such defined terms. The term "Indenture" as used herein means the Original
Indenture, as amended and supplemented by this Supplemental Indenture, or as
otherwise supplemented or amended from time to time by one or more indentures
supplemental thereto or hereto entered into pursuant to the applicable
provisions of the Indenture.

          1.2.   Interpretation.  References in the Original Indenture 
                 ---------------            
(including references in the Original Indenture as amended or supplemented
hereby) to "this Indenture" (and indirect references such as "hereunder,"
"herein" and "hereof") shall be deemed references to the Original Indenture as
amended and supplemented hereby. All of the covenants, agreements and provisions
of this Supplemental Indenture shall be deemed to be and construed as part of
the Original Indenture to the same effect as if fully set forth therein and
shall be fully enforceable in the manner provided in the Original Indenture.
Except as otherwise provided in this Supplemental Indenture, all of the
covenants, agreements and provisions of the Original Indenture shall remain in
full force and effect.


                                  ARTICLE II

                                  THE MERGER



          2.1.   Assumption by TCI.  TCI, as the surviving corporation of the
                 ------------------                                          
Merger, shall become fully responsible as of the Effective Time, without any
further action, for: (i) the payment of the principal (and premium, if any) and
interest on, and any Additional Amounts with respect to, the Securities
according to their tenor and the Indenture; and (ii) the performance and
observance of all of the other covenants and provisions of the Securities and
the Indenture. Upon such assumption, TCI shall succeed to and be substituted for
TCIC with the same effect as if it had been named in the Indenture as the
original issuer, and TCIC thereupon shall be relieved of any further liability
or obligation under the Indenture or upon the Securities.  Upon and following
the Effective Time, the parties hereto agree that all references to the
"Company" in the Indenture and the 

                                       2
<PAGE>
 
Securities shall be deemed references to TCI, until a successor replaces it
pursuant to the applicable provisions of the Indenture and thereafter the
"Company" shall mean such successor.

          2.2.   Representations, Warranties and Covenants Regarding the Merger.
                 --------------------------------------------------------------
TCIC and TCI jointly and severally represent, warrant and covenant to the
Trustee as follows:

          (a) TCI is a corporation duly organized and validly existing under the
     laws of the State of Delaware; and

          (b) As of the date hereof, no Default or Event of Default has occurred
     that is continuing, and, immediately after giving effect to the Merger and
     the assumption contemplated by Section 2.01 hereof, no Default or Event of
     Default shall occur and be continuing.



                                  ARTICLE III

                                 MISCELLANEOUS


          3.1.   Conflict with the TIA.  If any provision of this Supplemental
                 ----------------------                                       
Indenture modifies or excludes any provision of the TIA that is required under
such Act to be part of and govern the Indenture, the latter provision of the TIA
shall control.  If any provision hereof modifies or excludes any provision of
the TIA that may be so modified or excluded, the latter provision of the TIA
shall be deemed to apply to this Supplemental Indenture, as so modified or
excluded, as the case may be.

          3.2.   Date and Time of Effectiveness.  This Supplemental Indenture
                 -------------------------------                             
shall become a legally effective and binding instrument at and as of the
Effective Time.

          3.3.   Securities Deemed Conformed.  Beginning at the Effective Time,
                 ----------------------------                                  
the provisions of each Security then outstanding shall be deemed to be
conformed, without the necessity for any reissuance or exchange such Security or
any other action on the part of the Holders, TCIC, TCI or the Trustee, so as to
reflect this Supplemental Indenture.

          3.4.   Successors.  All agreements of TCIC, TCI and the Trustee in
                 -----------                                                
this Supplemental Indenture and in the Indenture shall bind their respective
successors.

          3.5.   Benefits of Supplemental Indenture.  Nothing in this
                 -----------------------------------                 
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent, Authenticating
Agent and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Supplemental Indenture or the Indenture.

                                       3
<PAGE>
 
          3.6.   Separability.  In case any provision in this Supplemental
                 -------------                                            
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

          3.7.   Trustee Responsibility.  The Trustee assumes no duties,
                 -----------------------                                
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture.  The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
shall be taken as statements of TCIC and TCI.  This Supplemental Indenture is
executed and accepted by the Trustee subject to all of the terms and conditions
of its acceptance of the trust under the Original Indenture, as fully as if said
terms and conditions were herein set forth in full.

          3.8.   Headings.  The Article and Section headings of this
                 ---------                                          
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

          3.9.   Counterparts.  This Supplemental Indenture may be executed in
                 -------------                                                
counterparts, each of which shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

          3.10.  Notices.  Beginning at the  Effective Time, the addresses for
                 --------                                                     
notices to the Company and the Trustee set forth in Section 11.02 of the
Original Indenture shall be amended, without further action, to read in their
entirety as follows:

             If to the Company:
 
                  Tele-Communications, Inc.
                  Terrace Tower II
                  5619 DTC Parkway
                  Englewood, Colorado 80111-3000
                  Attention: Treasurer

             If to the Trustee:
  
                  The Bank of New York
                  101 Barclay Street, Floor 21W
                  New York, New York 10286

          3.11.  Governing Law.  This Supplemental Indenture shall be governed
                 --------------                                               
by and construed in accordance with the internal laws of the State of New York.

                                       4
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.


                                    TCI COMMUNICATIONS, INC.

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



                                    TELE-COMMUNICATIONS, INC.

                                    By:  /s/ Bernard W. Schotters II
                                         -----------------------------
                                         Name: Bernard W. Schotters II
                                         Title: Senior Vice President


                                    THE BANK OF NEW YORK

                                    By:  /s/ Walter N. Gitlin
                                         -----------------------------
                                         Name: Walter N. Gitlin
                                         Title: Vice President



<PAGE>

                                                                    Exhibit 4.17
- --------------------------------------------------------------------------------

                           TCI COMMUNICATIONS, INC.,


                           TELE-COMMUNICATIONS, INC.


                                      and


                         THE BANK OF NEW YORK, Trustee


                                ________________



                          FIFTH SUPPLEMENTAL INDENTURE
                          Dated as of March 9, 1999


                            Supplement to Indenture
                          Dated as of January 29, 1996


                              ____________________


             8.72% Subordinated Deferrable Interest Notes due 2045
             10.00% Subordinated Deferrable Interest Notes due 2045
             9.65% Subordinated Deferrable Interest Notes due 2027
             9.72% Subordinated Deferrable Interest Notes due 2036

- --------------------------------------------------------------------------------
<PAGE>
 
          THIS FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of March 9, 1999, among TCI COMMUNICATIONS, INC., a Delaware corporation
("TCIC" or, before the Effective Time, the "Company"), as original issuer, TELE-
COMMUNICATIONS, INC., a Delaware corporation ("TCI" or, after the Effective
Time, the "Company"), as successor issuer, and THE BANK OF NEW YORK, a New York
banking corporation (the "Trustee"), as trustee.

                                    RECITALS
                                    --------

          WHEREAS, TCIC and the Trustee have entered into an Indenture, dated as
of January 29, 1996, between TCIC and BONY, as supplemented by (w) the First
Supplemental Indenture, dated as of January 29, 1996, between TCIC and BONY; (x)
the Second Supplemental Indenture, dated as of May 22, 1996, between TCIC and
BONY; (y) the Third Supplemental Indenture, dated as of March 14, 1997, between
TCIC and BONY; and (z) the Fourth Supplemental Indenture, dated as of March 24,
1997, between TCIC and BONY (collectively, the "Original Indenture"), pursuant
to which the Company issued, and the Trustee authenticated and delivered, the
following securities which are, as of the date hereof, currently outstanding
(collectively, the "Securities"):

(a) $500 million aggregate principal amount of the Company's 8.72% Subordinated
Deferrable Interest Notes due 2045;
(b) $500 million aggregate principal amount of the Company's 10.00% Subordinated
Deferrable Interest Notes due 2045;
(c) $300 million aggregate principal amount of the Company's 9.65% Subordinated
Deferrable Interest Notes due 2027; and
(d) $200 million aggregate principal amount of the Company's 9.72% Subordinated
Deferrable Interest Notes due 2036;

          WHEREAS, TCIC and TCI have entered into an Agreement and Plan of
Merger, dated as of January 12, 1999, that provides for the merger (the
"Merger") of TCIC with and into TCI;

          WHEREAS, the Merger will become effective upon the filing of an
appropriate certificate of merger with the Secretary of State of the State of
Delaware (the time and date when the Merger becomes effective is referred to
herein as the "Effective Time");

          WHEREAS, at the Effective Time,  the separate corporate existence of
TCIC will cease and TCI will continue as the surviving corporation of the
Merger;

          WHEREAS, pursuant to Section 5.01 of the Original Indenture, the
Company may not merge into another corporation unless  (i) the successor
corporation is a corporation organized and existing under the laws of the United
States or any State thereof; (ii) the successor corporation

                                       1
<PAGE>
 
assumes by supplemental indenture all of the obligations of the Company under
the Securities and the Original Indenture and (iii) immediately after giving
effect to the merger, no Default or Event of Default shall have occurred and be
continuing;

          WHEREAS, (i) immediately after giving effect to the Merger,  no
Default or Event of Default shall have occurred and be continuing, (ii) TCI is a
corporation organized and existing under the laws of the State of Delaware,
which is a State of the United States and (iii) TCI desires to assume pursuant
to this Supplemental Indenture, as of the Effective Time, all of the obligations
of the Company under the Securities and the Indenture;  and

          WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCIC and TCI.

          NOW, THEREFORE, TCIC,  TCI and the Trustee agree as follows for the
equal and ratable benefit of the Holders:

                                   ARTICLE I

                          DEFINITIONS; INTERPRETATION

          1.1. Definitions.  Capitalized terms that are defined in the preamble
               -----------                                                     
or the recitals hereto shall have such meanings throughout this Supplemental
Indenture.  Capitalized terms used but not defined in this Supplemental
Indenture have the meanings assigned thereto in the Original Indenture. The
meanings assigned to all defined terms used in this Supplemental Indenture shall
be equally applicable to both the singular and plural forms of such defined
terms. The term "Indenture" as used herein means the Original Indenture, as
amended and supplemented by this Supplemental Indenture, or as otherwise
supplemented or amended from time to time by one or more indentures supplemental
thereto or hereto entered into pursuant to the applicable provisions of the
Indenture.

          1.2. Interpretation.  References in the Original Indenture (including
               ---------------                                                 
references in the Original Indenture as amended or supplemented  hereby) to
"this Indenture" (and indirect references such as "hereunder," "herein" and
"hereof") shall be deemed references to the Original Indenture as amended and
supplemented hereby. All of the covenants, agreements and provisions of this
Supplemental Indenture shall be deemed to be and construed as part of the
Original Indenture to the same effect as if fully set forth therein and shall be
fully enforceable in the manner provided in the Original Indenture.  Except as
otherwise provided in this Supplemental Indenture, all of the covenants,
agreements and provisions of the Original Indenture shall remain in full force
and effect.

                                       2
<PAGE>
 
                                   ARTICLE II

                                   THE MERGER

          2.1.  Assumption by TCI.  TCI, as the surviving corporation of the
                ------------------                                          
Merger, shall become fully responsible as of the Effective Time, without any
further action, for: (i) the payment of the principal (and premium, if any) and
interest on, and any Additional Amounts with respect to, the Securities
according to their tenor and the Indenture; and (ii) the performance and
observance of all of the other covenants and provisions of the Securities and
the Indenture. Upon such assumption, TCI shall succeed to and be substituted for
TCIC with the same effect as if it had been named in the Indenture as the
original issuer, and TCIC thereupon shall be relieved of any further liability
or obligation under the Indenture or upon the Securities.  Upon and following
the Effective Time, the parties hereto agree that all references to the
"Company" in the Indenture and the Securities shall be deemed references to TCI,
until a successor replaces it pursuant to the applicable provisions of the
Indenture and thereafter the "Company" shall mean such successor.

          2.2.  Representations, Warranties and Covenants Regarding the Merger.
                ---------------------------------------------------------------
TCIC and TCI jointly and severally represent, warrant and covenant to the
Trustee as follows:

               (a) TCI is a corporation duly organized and validly existing
          under the laws of the State of Delaware; and

               (b) As of the date hereof, no Default or Event of Default has
          occurred that is continuing, and, immediately after giving effect to
          the Merger and the assumption contemplated by Section 2.01 hereof, no
          Default or Event of Default shall occur and be continuing.

                                  ARTICLE III

                                 MISCELLANEOUS

          3.1.  Conflict with the TIA.  If any provision of this Supplemental
                  ----------------------                                       
Indenture modifies or excludes any provision of the TIA that is required under
such Act to be part of and govern the Indenture, the latter provision of the TIA
shall control.  If any provision hereof modifies or excludes any provision of
the TIA that may be so modified or excluded, the latter provision of the TIA
shall be deemed to apply to this Supplemental Indenture, as so modified or
excluded, as the case may be.

                                       3
<PAGE>
 
          3.2.  Date and Time of Effectiveness.  This Supplemental Indenture
                -------------------------------                             
shall become a legally effective and binding instrument at and as of the
Effective Time.

          3.3.  Securities Deemed Conformed.  Beginning at the Effective Time,
                ----------------------------                                  
the provisions of each Security then outstanding shall be deemed to be
conformed, without the necessity for any reissuance or exchange such Security or
any other action on the part of the Holders, TCIC, TCI or the Trustee, so as to
reflect this Supplemental Indenture.

          3.4.  Successors.  All agreements of TCIC, TCI and the Trustee in
                -----------                                                
this Supplemental Indenture and in the Indenture shall bind their respective
successors.

          3.5.  Benefits of Supplemental Indenture.  Nothing in this
                -----------------------------------                 
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture or the Indenture.

          3.6.  Separability.  In case any provision in this Supplemental
                -------------                                            
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

          3.7.  Trustee Responsibility.  The Trustee assumes no duties,
                -----------------------                                
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture.  The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
shall be taken as statements of TCIC and TCI.  This Supplemental Indenture is
executed and accepted by the Trustee subject to all of the terms and conditions
of its acceptance of the trust under the Original Indenture, as fully as if said
terms and conditions were herein set forth in full.

          3.8.  Headings.  The Article and Section headings of this
                ---------                                          
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

          3.9.  Counterparts.  This Supplemental Indenture may be executed in
                -------------                                                
counterparts, each of which shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

          3.10.  Notices.  Beginning at the  Effective Time, the addresses for
                 --------                                                     
notices to the Company and the Trustee set forth in Section 11.02 of the
Original Indenture shall be amended, without further action, to read in their
entirety as follows:

                                       4
<PAGE>
 
          If to the Company:

               Tele-Communications, Inc.
               Terrace Tower II
               5619 DTC Parkway
               Englewood, Colorado 80111-3000
               Attention: Treasurer

          If to the Trustee:

               The Bank of New York
               101 Barclay Street, Floor 21W
               New York, New York 10286

          3.11.  Governing Law.  This Supplemental Indenture shall be governed
                 --------------                                               
by and construed in accordance with the internal laws of the State of New York.

                                       5
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.


                                    TCI COMMUNICATIONS, INC.

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


                                    TELE-COMMUNICATIONS, INC.

                                    By:  /s/ Bernard W. Schotters II
                                         ---------------------------
                                         Name: Bernard W. Schotters II
                                         Title: Senior Vice President


                                    THE BANK OF NEW YORK

                                    By:  /s/ Walter N. Gitlin
                                         --------------------
                                         Name: Walter N. Gitlin
                                         Title:  Vice President


<PAGE>
 
                                                                    EXHIBIT 4.18

================================================================================


                           TCI COMMUNICATIONS, INC.,


                           TELE-COMMUNICATIONS, INC.


                                      and


                         THE BANK OF NEW YORK, Trustee


                                ________________



                          FIRST SUPPLEMENTAL INDENTURE
                           Dated as of March 9, 1999


                            Supplement to Indenture
                         Dated as of February 19, 1998


                              ____________________



                          7.125% Senior Notes due 2028
                          6.375% Senior Notes due 2003


================================================================================
<PAGE>
 
          THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of March 9, 1999, among TCI COMMUNICATIONS, INC., a Delaware corporation
("TCIC" or, before the Effective Time, the "Company"), as original issuer, TELE-
COMMUNICATIONS, INC., a Delaware corporation ("TCI" or, after the Effective
Time, the "Company"), as successor issuer, and THE BANK OF NEW YORK, a New York
banking corporation (the "Trustee"), as trustee.

                                    RECITALS
                                    --------

          WHEREAS, TCIC and the Trustee have entered into an Indenture, dated as
of February 19, 1998 (the "Original Indenture"), pursuant to which the Company
issued, and the Trustee authenticated and delivered, $300,000,000 aggregate
principal amount of the Company's  7.125% Senior Notes due 2028 and $750,000,000
aggregate principal amount of the Company's  6.375% Senior Notes due 2003
(together, the "Securities");

          WHEREAS, TCIC and TCI have entered into an Agreement and Plan of
Merger, dated as of January 12, 1999, that provides for the merger (the
"Merger") of TCIC with and into TCI;

          WHEREAS, the Merger will become effective upon the filing of an
appropriate certificate of merger with the Secretary of State of the State of
Delaware (the time and date when the Merger becomes effective is referred to
herein as the "Effective Time");

          WHEREAS, at the Effective Time,  the separate corporate existence of
TCIC will cease and TCI will continue as the surviving corporation of the
Merger;

          WHEREAS, pursuant to Section 5.01 of the Original Indenture, the
Company may not merge into another corporation unless  (i) the successor
corporation is a corporation organized and existing under the laws of the United
States or any State thereof; (ii) the successor corporation assumes by
supplemental indenture all of the obligations of the Company under the
Securities, any coupons appertaining thereto and the Original Indenture and
(iii) immediately after giving effect to the merger, no Default or Event of
Default shall have occurred and be continuing;

          WHEREAS, (i) immediately after giving effect to the Merger,  no
Default or Event of Default shall have occurred and be continuing, (ii) TCI is a
corporation organized and existing under the laws of the State of Delaware,
which is a State of the United States and (iii) TCI desires to assume pursuant
to this Supplemental Indenture, as of the Effective Time, all of the obligations
of the Company under the Securities, any coupons appertaining thereto and the
Indenture;  and

          WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCIC and TCI.

                                       1
<PAGE>
 
          NOW, THEREFORE, TCIC,  TCI and the Trustee agree as follows for the
equal and ratable benefit of the Holders:

                                   ARTICLE I

                          DEFINITIONS; INTERPRETATION

          1.1. Definitions.  Capitalized terms that are defined in the preamble
               -----------                                                     
or the recitals hereto shall have such meanings throughout this Supplemental
Indenture.  Capitalized terms used but not defined in this Supplemental
Indenture have the meanings assigned thereto in the Original Indenture. The
meanings assigned to all defined terms used in this Supplemental Indenture shall
be equally applicable to both the singular and plural forms of such defined
terms. The term "Indenture" as used herein means the Original Indenture, as
amended and supplemented by this Supplemental Indenture, or as otherwise
supplemented or amended from time to time by one or more indentures supplemental
thereto or hereto entered into pursuant to the applicable provisions of the
Indenture.

          1.2. Interpretation.  References in the Original Indenture (including
               ---------------                                                 
references in the Original Indenture as amended or supplemented  hereby) to
"this Indenture" (and indirect references such as "hereunder," "herein" and
"hereof") shall be deemed references to the Original Indenture as amended and
supplemented hereby. All of the covenants, agreements and provisions of this
Supplemental Indenture shall be deemed to be and construed as part of the
Original Indenture to the same effect as if fully set forth therein and shall be
fully enforceable in the manner provided in the Original Indenture.  Except as
otherwise provided in this Supplemental Indenture, all of the covenants,
agreements and provisions of the Original Indenture shall remain in full force
and effect.

                                   ARTICLE II

                                   THE MERGER

          2.1.  Assumption by TCI.  TCI, as the surviving corporation of the
                ------------------                                          
Merger, shall become fully responsible as of the Effective Time, without any
further action, for: (i) the payment of the principal (and premium, if any) and
interest on, and any Additional Amounts with respect to, the Securities
according to their tenor and the Indenture; and (ii) the performance and
observance of all of the other covenants and provisions of the Securities and
the Indenture. Upon such assumption, TCI shall succeed to and be substituted for
TCIC with the same effect as if it had been named in the Indenture as the
original issuer, and TCIC thereupon shall be relieved of any further liability
or obligation under the Indenture or upon the Securities.  Upon and following
the Effective Time, the parties hereto agree that all references to the
"Company" in the Indenture and the Securities shall be deemed references to TCI,
until a successor replaces it pursuant to the applicable provisions of the
Indenture and thereafter the "Company" shall mean such successor.

                                       2
<PAGE>
 
          2.2.  Representations, Warranties and Covenants Regarding the Merger.
                --------------------------------------------------------------  
TCIC and TCI jointly and severally represent, warrant and covenant to the
Trustee as follows:

          (a) TCI is a corporation duly organized and validly existing under the
     laws of the State of Delaware; and

          (b) As of the date hereof, no Default or Event of Default has occurred
     that is continuing, and, immediately after giving effect to the Merger and
     the assumption contemplated by Section 2.01 hereof, no Default or Event of
     Default shall occur and be continuing.


                                  ARTICLE III

                                 MISCELLANEOUS


          3.1.  Conflict with the TIA.  If any provision of this Supplemental
                ----------------------                                       
Indenture modifies or excludes any provision of the TIA that is required under
such Act to be part of and govern the Indenture, the latter provision of the TIA
shall control.  If any provision hereof modifies or excludes any provision of
the TIA that may be so modified or excluded, the latter provision of the TIA
shall be deemed to apply to this Supplemental Indenture, as so modified or
excluded, as the case may be.

          3.2.  Date and Time of Effectiveness.  This Supplemental Indenture
                -------------------------------                             
shall become a legally effective and binding instrument at and as of the
Effective Time.

          3.3.  Securities Deemed Conformed.  Beginning at the Effective Time,
                ----------------------------                                  
the provisions of each Security then outstanding shall be deemed to be
conformed, without the necessity for any reissuance or exchange such Security or
any other action on the part of the Holders, TCIC, TCI or the Trustee, so as to
reflect this Supplemental Indenture.

          3.4.  Successors.  All agreements of TCIC, TCI and the Trustee in
                -----------                                                
this Supplemental Indenture and in the Indenture shall bind their respective
successors.

          3.5.  Benefits of Supplemental Indenture.  Nothing in this
                -----------------------------------                 
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent, Authenticating
Agent and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Supplemental Indenture or the Indenture.

          3.6.  Separability.  In case any provision in this Supplemental
                -------------                                            
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the 

                                       3
<PAGE>
 
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.

          3.7.  Trustee Responsibility.  The Trustee assumes no duties,
                -----------------------                                
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture.  The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
shall be taken as statements of TCIC and TCI.  This Supplemental Indenture is
executed and accepted by the Trustee subject to all of the terms and conditions
of its acceptance of the trust under the Original Indenture, as fully as if said
terms and conditions were herein set forth in full.

          3.8.  Headings.  The Article and Section headings of this
                ---------                                          
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

          3.9.  Counterparts.  This Supplemental Indenture may be executed in
                -------------                                                
counterparts, each of which shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

          3.10.  Notices.  Beginning at the  Effective Time, the addresses for
                 --------                                                     
notices to the Company and the Trustee set forth in Section 11.02 of the
Original Indenture shall be amended, without further action, to read in their
entirety as follows:

          If to the Company:

               Tele-Communications, Inc.
               Terrace Tower II
               5619 DTC Parkway
               Englewood, Colorado 80111-3000
               Attention: Treasurer

          If to the Trustee:

               The Bank of New York
               101 Barclay Street, Floor 21W
               New York, New York 10286

          3.11.  Governing Law.  This Supplemental Indenture shall be governed
                 --------------                                               
by and construed in accordance with the internal laws of the State of New York.

                                       4
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.


                                    TCI COMMUNICATIONS, INC.

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


                                     TELE-COMMUNICATIONS, INC.

                                     By:  /s/ Bernard W. Schotters II
                                          ---------------------------
                                          Name: Bernard W. Schotters II
                                          Title: Senior Vice President


                                     THE BANK OF NEW YORK

                                     By:  /s/ Walter N. Gitlin
                                          --------------------
                                          Name: Walter N. Gitlin
                                          Title: Vice President

<PAGE>
 
                                                                   Exhibit 16.1

Office of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N. W.
Washington, D.C.  20549

March 9, 1999

Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal accountants for Tele-Communications, Inc. and,
under the date of March 9, 1999, we reported on the consolidated financial
statements of Tele-Communications, Inc. and subsidiaries as of December 31, 1998
and 1997 and for each of the years in the three-year period ended December 31,
1998.  On March 9, 1999 our appointment as principal accountants was terminated.
We have read Tele-Communications, Inc.'s statements included under Item 4 of its
Form 8-K dated March 9, 1999, and we agree with such statements, except that we
are not in a position to agree or disagree with Tele-Communications, Inc.'s
statement that PricewaterhouseCoopers LLP was not engaged regarding the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on Tele-Communication, Inc.'s financial
statements.

Very truly yours,

KPMG LLP

/s/ Mark D. Carleton

Mark D. Carleton
Partner

MDC/lwk

<PAGE>
 
                                                                    Exhibit 99.1

Adele Ambrose                 LaRae Marsik
AT&T Corporate                AT&T Broadband & Internet Services
908-221-6900/office           303-267-5277/office
888-602-5420/pager            888-788-1282/pager

Eileen Connolly
AT&T Corporate
908-221-6731/office
888-602-5417/pager

FOR RELEASE: TUESDAY, MARCH 9, 1999
- -----------------------------------

                         AT&T AND TCI COMPLETE MERGER

     NEW YORK -- AT&T and Tele-Communications Inc. (TCI) today announced they
have completed their merger, announced last June, ahead of schedule.  TCI, with
nearly 11 million customers and approximately 18 million homes passed, is one of
the leading cable television companies in the country.

     The merger gives AT&T -- for the first time -- a direct "broadband"
connection to millions of customers' homes on lines that the company now owns
and operates.  By weaving TCI's powerful, broadband cable network with AT&T's
Worldwide Intelligent Network, the company plans to deliver integrated
telephony, entertainment and high-speed Internet access services and a host of
new communications capabilities to customers.

     The deal was finalized today with the filing of a certificate of merger
with the office of the Delaware Secretary of State in Dover, Del.

     "The closing of the TCI merger is a huge step forward in the transformation
of AT&T to an, `any-distance' company," said C. Michael Armstrong, chairman and
CEO of AT&T.  "This acquisition, along with the joint ventures being formed with
five TCI affiliates and Time Warner, will ensure our leadership in a new
generation of advanced communications, information and video services."

     TCI becomes AT&T's newest business unit, AT&T Broadband & Internet
Services, and will be responsible for the company's cable ventures as well as
its ownership interest in the At Home Corporation.  The unit will continue to be
headquartered in the Denver area.

     Leo J. Hindery, Jr., who had been president of TCI, today assumes his new
role as CEO of AT&T Broadband & Internet Services.  Hindery, who joined TCI in
1997 after founding and managing InterMedia Partners, will report directly to
Armstrong.

                                       1
<PAGE>
 
     AT&T said the merger will help increase its revenues and enhance its
ability to increase shareowner value, as the company begins to offer any-
distance, wire-line communications services.  The company said it anticipates
being able to offer the services to approximately two-thirds of U.S. households
over the next four to five years.

     TCI was created as a company in 1968 by combining a small cable company and
a local common carrier microwave company.  The first cable system built by TCI
founder Bob Magness served only 700 customers in Memphis, Texas.  When TCI's
stock went public in 1970, it was among the 10 leading cable companies in the
nation.
 
     John C. Malone, chairman of Liberty Media Group and former chairman and CEO
of TCI, is expected to be elected to the AT&T board of directors at AT&T's
regular March Board meeting.

     Malone, who joined TCI in 1973, said: "Once again TCI finds itself in a
position to accelerate further development and transformation of our industry.
Together these two companies will not only satisfy customers' growing appetite
for advanced communications services, but they will develop a new suite of
services that goes beyond anything most of us have ever imagined."

     Speaking of the TCI employees, Malone said: "I am truly proud of the
extraordinary people who have brought TCI so far.  Their energy, enthusiasm and
commitment are outstanding.  I am sure that through their continued hard work,
they will deliver on the dreams of this new generation of broadband services."

     Armstrong reinforced AT&T's commitment to serve TCI customers with the high
standards of quality, reliability and customer service that AT&T customers
expect.  Over the coming months, the cable and new telephony services will be
offered under the AT&T brand.

     AT&T also pledged to continue devoting substantial resources to research
and development of innovative products and services in cable and broadband
communications.  Armstrong said AT&T Labs researchers, pioneers in cable
technology since the 1980s, have developed a suite of broadband services.  Some
of those two-way digital entertainment, telephone and Internet services are
currently being tested in Fremont, Calif.

     The company reiterated that by the end of this year, it plans to pilot
telephone service over broadband cable in 10 U.S. cities.

     All necessary approvals for the merger have been obtained from the U.S.
Department of Justice, the Federal Communications Commission, state and
municipal regulators and TCI and AT&T shareowners.  The boards of the two
companies approved the merger when it was proposed in June, 1998.

<PAGE>
 
     The merger will be accomplished through a tax-free exchange of stock to
holders of TCI shares, who will receive 0.7757 of a share of AT&T common stock
for each share of TCI Group Series A common stock and 0.8533 of a share of AT&T
common stock for each share of TCI Group Series B stock.

     AT&T will issue about 439 million shares for TCI shares, of which 339
million will be newly issued shares and 100 million reflect the successful
completion of share repurchase programs.  A $3 billion program was conducted in
the third-quarter of 1998 and a $4 billion program was conducted in February and
March.  Following the merger, there will be approximately 2.098 billion AT&T
shares outstanding.

     Also as part of the merger agreement, AT&T is also acquiring a significant
stake in the At Home Corporation.

     For full year 1998, TCI Group had revenues of approximately $6 billion.
The company has 32,000 employees and approximately 191,600 shareowners.

     AT&T had 1998 revenues of $53.223 billion and assets, as of December 31,
1998, of $59.550 billion.  The premier voice and data communications company,
headquartered here, has about 3.2 million shareowners and about 107,800
employees.

     Separately, TCI combined Liberty Media Group, its programming arm, and TCI
Ventures Group, its technology investment unit, to form the new Liberty Media
Group.  In connection with the closing, the shareowners of the new Liberty Media
Group will be issued separate tracking stock by AT&T in exchange for the shares
held in Liberty Media Group and TCI Ventures Group.  Although Liberty Media will
be a 100 percent-owned-subsidiary of AT&T, it will be accounted for as an equity
investment.  Under the tracking  stock arrangement, all of Liberty Media's
earnings or losses will be excluded from the earnings available to the AT&T
common shareowner, and it will be primarily managed and governed by a separate
operating board.



<PAGE>
 
                                                                    EXHIBIT 99.2

 
 
=============================================================================== 
 
                         AGREEMENT AND PLAN OF MERGER
 
 
                                    between
 
 
                           TELE-COMMUNICATIONS, INC.
 
 
                                      and
 
 
                           TCI COMMUNICATIONS, INC.
 
 
                         Dated as of January 12, 1999
 
===============================================================================
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
                                                                                                                             <C> 
                                                                                                                             Page
<S>                                                                                                                        
ARTICLE I

DEFINITONS AND CONSTRUCTION..................................................................................................   1
     1.1     Certain Definitions.............................................................................................   1
     1.2     Terms Generally.................................................................................................   6

ARTICLE II

THE MERGER AND RELATED MATTERS...............................................................................................   7
     2.1     The Merger......................................................................................................   7
     2.2     Closing.........................................................................................................   7
     2.3     Conversion of Securities........................................................................................   8
     2.4     Changes in TCI Group Series A Stock.............................................................................   8

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................................................   9
     3.1     Organization and Qualification..................................................................................   9
     3.2     Authorization and Validity of Agreement.........................................................................   9
     3.3     Capitalization..................................................................................................  10
     3.4     Reports and Financial Statements................................................................................  10
     3.5     No Approvals or Notices Required; No Conflict with Instruments..................................................  11
     3.6     Vote Required...................................................................................................  12

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF TCI........................................................................................  13
     4.1     Organization....................................................................................................  13
     4.2     Authorization and Validity of Agreement.........................................................................  13
     4.3     Capitalization of TCI...........................................................................................  14
     4.4     TCI Reports and Financial Statements............................................................................  15
     4.5     No Approvals or Notices Required; No Conflict with Instruments..................................................  15
     4.6     Vote Required...................................................................................................  16
     4.7     TCI Group Series A Stock........................................................................................  16
</TABLE>
 
<PAGE>
 
<TABLE>
                                                                                                                             <C>
                                                                                                                             Page
<S>
ARTICLE V

CERTAIN ACTIONS............................................................................................................... 16
     5.1     Conduct of the Company's Business Pending the Effective Time..................................................... 16
     5.2     Indemnification.................................................................................................. 17
     5.3     Actions by TCI................................................................................................... 18
     5.4     Reasonable Efforts............................................................................................... 18
     5.5     Employee Agreements.............................................................................................. 19

ARTICLE VI

CONDITIONS PRECEDENT.......................................................................................................... 19
     6.1     Conditions Precedent to the Obligations of TCI and the Company................................................... 19
     6.2     Conditions Precedent to the Obligations of TCI................................................................... 20
     6.3     Conditions Precedent to the Obligations of the Company........................................................... 21

ARTICLE VII

TERMINATION................................................................................................................... 22
     7.1     Termination and Abandonment...................................................................................... 22
     7.2     Effect of Termination............................................................................................ 22

ARTICLE VIII

MISCELLANEOUS................................................................................................................. 22
     8.1     Effectiveness of Representations, Warranties and Agreements...................................................... 22
     8.2     Notices.......................................................................................................... 22
     8.3     Entire Agreement................................................................................................. 23
     8.4     Assignment; Binding Effect; Benefit.............................................................................. 23
     8.5     Amendment........................................................................................................ 23
     8.6     Extension; Waiver................................................................................................ 24
     8.7     Headings......................................................................................................... 24
     8.8     Counterparts..................................................................................................... 24
     8.9     Applicable Law................................................................................................... 24
     8.10    Severability..................................................................................................... 24
     8.11    Limited Liability................................................................................................ 25
</TABLE>

                                       ii
<PAGE>
 
                          AGREEMENT AND PLAN OF MERGER

          THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of
this 12th day of January, 1999, between Tele-Communications, Inc., a Delaware
corporation ("TCI") and TCI Communications, Inc., a Delaware corporation (the
"Company").

          WHEREAS, TCI is the parent of the Company and beneficially owns 100%
of the outstanding shares of common stock of the Company;

          WHEREAS, the parties wish to provide for the terms and conditions upon
which TCI will acquire all the assets of the Company by means of a merger of the
Company with and into TCI (the "Merger");

          WHEREAS, for United States federal income tax purposes, it is intended
that the Merger shall qualify as a tax-free reorganization within the meaning of
Section 368(a) and a liquidation within the meaning of Section 332 of the
Internal Revenue Code of 1986 (the "Code");

          WHEREAS, TCI has entered into an Agreement and Plan of Restructuring
and Merger, dated as of June 23, 1998, with AT&T Corp. ("AT&T") and Italy Merger
Corp. (the "AT&T Agreement"), pursuant to which, among other things, TCI will be
acquired by AT&T by means of a merger (the "AT&T Merger"); and

          WHEREAS, this Agreement and the consummation of the transactions
contemplated hereby are contingent on consummation of the transactions
contemplated by the AT&T Agreement.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements contained herein, the
parties hereto agree as follows:


                                   ARTICLE IV

                          DEFINITIONS AND CONSTRUCTION

     4.1  Certain Definitions.  As used in this Agreement, the following terms
          -------------------                                                 
shall have the following meanings unless the context otherwise requires:





          "affiliate" of any Person shall have the meaning ascribed to such term
           ---------                                                            
in Rule 12b-2 under the Exchange Act.  For purposes of this Agreement, unless
otherwise specified, (A) neither the Company nor any of its subsidiaries shall
be deemed to be affiliates of TCI or any of TCI's subsidiaries; (B) neither TCI
nor any of its subsidiaries shall be deemed to be affiliates of the Company or
any of the Company's subsidiaries; (C) none of the affiliates (the "Company
Affiliates") of the Company or any of its subsidiaries shall be deemed to be an
affiliate of TCI or any of TCI's 

                                       1
<PAGE>
 
subsidiaries, unless such Company Affiliate would be such an affiliate if
neither TCI nor any of its subsidiaries (1) owned any capital stock of the
Company, (2) designated or nominated, or possessed any contractual right to
designate or nominate, any directors of the Company or any of its subsidiaries
or (3) otherwise possessed, directly or indirectly, the power to direct or cause
the direction of the management or policies of the Company or any of its
subsidiaries; and (D) none of the affiliates ("TCI Affiliates") of TCI or any of
TCI's subsidiaries shall be deemed to be an affiliate of the Company or any of
the Company's subsidiaries, unless such TCI Affiliate would be such an affiliate
if neither TCI nor any of its subsidiaries (1) owned any capital stock of the
Company, (2) designated or nominated, or possessed any contractual right to
designate or nominate, any directors of the Company or any of its subsidiaries
or (3) otherwise possessed, directly or indirectly, the power to direct or cause
the direction of the management or policies of the Company or any of its
subsidiaries.

          "Agreement" shall mean this Agreement and Plan of Merger.
           ---------                                               

          "AT&T" shall have the meaning specified in the preamble hereto.
           ----                                                          

          "AT&T Agreement" shall have the meaning specified in the preamble
           --------------                                                  
hereto.

          "AT&T Certificate of Merger" shall mean the Certificate of Merger as
           --------------------------                                         
defined in Article I of the AT&T Agreement.

          "AT&T Merger" shall have the meaning specified in the preamble hereto.
           -----------                                                          

          "Certificate of Merger" shall mean the certificate of merger with
           ---------------------                                           
respect to the Merger, containing the provisions required by, and executed in
accordance with, Section 251 of the DGCL.

          "Closing" shall mean the consummation of the transactions contemplated
           -------                                                              
by this Agreement.

          "Closing Date" shall mean the date on which the Closing occurs
           ------------                                                 
pursuant to Section 2.2 hereof.

          "Code" shall have the meaning specified in the preamble hereto.
           ----                                                          

          "Company" shall have the meaning specified in the preamble hereto.
           -------                                                          

          "Company Board" shall mean the Board of Directors of the Company.
           -------------                                                   

                                       2
<PAGE>
 
          "Company Charter" shall mean the Restated Certificate of Incorporation
           ---------------                                                      
of the Company, as amended to the date hereof and as it may be further amended
prior to the Effective Time.

          "Company Common Stock" shall mean the Company Class A Stock and the
           --------------------                                              
Company Class B Stock.

          "Company Exchangeable Preferred Stock" shall mean the Cumulative
           ------------------------------------                           
Exchangeable Preferred Stock, Series A, par value $.01 per share, of the
Company.

          "Company Equity Affiliates" shall have the meaning specified in
           -------------------------                                     
Section 3.1 hereof.

          "Company Preferred Stock" shall mean the Preferred Stock, par value
           -----------------------                                           
$.01 per share, of the Company.

          "Company SEC Filings" shall have the meaning specified in Section 3.4
           -------------------                                                 
hereof.

          "Company Class A Stock" shall mean the Class A Common Stock, $1.00 par
           ---------------------                                                
value per share, of the Company.

          "Company Class B Stock" shall mean the Class B Common Stock, $1.00 par
           ---------------------                                                
value per share, of the Company.

          "Company Stock" shall mean the Company Common Stock and the Company
           -------------                                                     
Preferred Stock.

          "Contract Consent" shall have the meaning specified in Section
           ----------------                                             
3.5(iii) hereof.

          "Contract Notice" shall have the meaning specified in Section 3.5(iii)
           ---------------                                                      
hereof.

          "Contract" shall have the meaning specified in Section 3.5(iv) hereof.
           --------                                                             

          "control" shall mean, with respect to any Person, the possession,
           -------                                                         
direct or indirect, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or partnership interests, by contract or otherwise.

          "DGCL" shall mean the General Corporation Law of the State of
           ----                                                        
Delaware.

          "Effective Time" shall mean the time when the Merger of the Company
           --------------                                                    
with and into TCI becomes effective under applicable law as provided in Section
2.1(a) hereof.

                                       3
<PAGE>
 
          "ERISA" shall mean the Employee Retirement Income Security Act of
           -----                                                           
1974, as amended, and all regulations promulgated thereunder, as in effect from
time to time.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, and the
           ------------                                                         
rules and regulations thereunder.

          "GAAP" shall mean generally accepted accounting principles as accepted
           ----                                                                 
by the accounting profession in the United States as in effect from time to
time.

          "Government Consent" shall have the meaning specified in Section
           ------------------                                             
3.5(ii) hereof.

          "Governmental Entity" shall mean any court, arbitrator, administrative
           -------------------                                                  
or other governmental department, agency,  commission, authority or
instrumentality, domestic or foreign.

          "Governmental Filing" shall have the meaning specified in Section
           -------------------                                             
3.5(ii) hereof.

          "Indemnified Liabilities" shall have the meaning specified in Section
           -----------------------                                             
5.2(a) hereof.

          "Indemnified Parties" shall have the meaning specified in Section
           -------------------                                             
5.2(a) hereof.

          "Indemnified Party" shall have the meaning specified in Section 5.2(a)
           -----------------                                                    
hereof.

          "Injunction" shall mean any permanent or preliminary injunction or
           ----------                                                       
restraining order or other similar order issued or entered by any court or
Governmental Entity.

          "License" shall mean any license, franchise, ordinance, authorization,
           -------                                                              
permit, certificate, variance, exemption, concession, lease, right of way,
easement, instrument, order and approval, domestic or foreign.

          "Local Approvals" shall have the meaning specified in Section 3.5(ii)
           ---------------                                                     
hereof.

          "Material Adverse Effect" shall mean (A) with respect to TCI, a
           -----------------------                                       
material adverse effect on the business, properties, operations or financial
condition of (i) TCI and its subsidiaries (including the Company and its
subsidiaries) taken as a whole or (ii) the TCI Group, and (B) with respect to
the Company, a material adverse effect on the business, properties, operations
or financial condition of the Company and its subsidiaries taken as a whole, in
each case, other than any such effect arising out of or resulting from general
business or economic conditions in the United States or from changes in or
affecting the cable television industry generally in the United States.

          "Merger" shall have the meaning specified in the preamble hereto.
           ------                                                          

                                       4
<PAGE>
 
          "Person" shall mean an individual, partnership, corporation, limited
           ------                                                             
liability company, trust, unincorporated organization, association, or joint
venture or a government, agency, political subdivision, or instrumentality
thereof.

          "SEC" shall mean the Securities and Exchange Commission.
           ---                                                    

          "Series C-TCI Group Preferred Stock" shall have the meaning specified
           ----------------------------------                                  
in Section 4.3(a) hereof.

          "Series F Preferred Stock" shall have the meaning specified in Section
           ------------------------                                             
4.3(a) hereof.

          "Series G Preferred Stock" shall have the meaning specified in Section
           ------------------------                                             
4.3(a) hereof.

          "subsidiary" when used with respect to any Person, means any other
           ----------                                                       
Person, of which (x) in the case of a corporation, at least (A) a majority of
the equity and (B) a majority of the voting interests are owned or controlled,
directly or indirectly, by such first Person, by any one or more of its
subsidiaries, or by such first Person and one or more of its subsidiaries or (y)
in the case of any Person other than a corporation, such first Person, one or
more of its subsidiaries, or such first Person and one or more of its
subsidiaries (A) owns a majority of the equity interests thereof and (B) has the
power to elect or direct the election of a majority of the members of the
governing body thereof or otherwise has control over such organization or
entity; provided that, for purposes of the agreements set forth in Article V,
        --------                                                             
references to subsidiaries shall not include any Person as to which such first
Person's voting interests are subject to a voting agreement, proxy, management
contract or other arrangement as a result of which such first Person does not
control such other Person.  For purposes of this Agreement, unless otherwise
specified, neither the Company nor any of its subsidiaries shall be deemed to be
subsidiaries of TCI or any of TCI's subsidiaries, whether or not they otherwise
would be subsidiaries of TCI or any of TCI's subsidiaries under the foregoing
definition.

          "Surviving Corporation" shall mean TCI as the Surviving Corporation
           ---------------------                                             
after the Merger as provided in Section 2.1(a).

          "TCI" shall have the meaning specified in the preamble hereto.
           ---                                                          

          "TCI Benefit Arrangement" shall mean each material plan, program,
           -----------------------                                         
policy, contract or arrangement of TCI and its subsidiaries, other than TCI
Employee Plans, providing for bonuses, pensions, deferred pay, stock or stock
related awards, severance pay, salary continuation or similar benefits,
hospitalization, medical, dental or disability benefits, life insurance or other
employee benefits, or compensation to or for any TCI Employees or any
beneficiaries or dependents of any TCI Employees (other than directors' and
officers' liability policies), whether or not insured or funded.

                                       5
<PAGE>
 
          "TCI Charter" shall mean the Restated Certificate of Incorporation of
           -----------                                                         
TCI, as amended.

          "TCI Employee" shall mean any current or former employee, agent,
           ------------                                                   
director or independent contractor of TCI or its subsidiaries.

          "TCI Employee Plan" shall mean each material "employee benefit plan"
           -----------------                                                  
(as defined in Section 3(3) of ERISA) of TCI and its subsidiaries in which TCI
Employees participate or pursuant to which TCI or any of its subsidiaries may
have a liability with respect to employees.

          "TCI Equity Affiliates" shall have the meaning specified in Section
           ---------------------                                             
4.1 hereof.

          "TCI Group" shall have the meaning specified in the TCI Charter.
           ---------                                                      

          "TCI Group Preferred Stock" shall mean the Series C-TCI Group
           -------------------------                                   
Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock.

          "TCI Group Series A Stock" shall mean the Tele-Communications, Inc.
           ------------------------                                          
Series A TCI Group Common Stock, $1.00 par value per share, of TCI, as it exists
on the date of this Agreement and such other securities into which such TCI
Group Series A Stock may thereafter have been changed.

          "TCI Group Series B Stock" shall mean the Tele-Communications, Inc.
           ------------------------                                          
Series B TCI Group Common Stock, $1.00 par value per share, of TCI.

          "TCI SEC Filings" shall have the meaning specified in Section 4.4
           ---------------                                                 
hereof.

          "Violation" shall have the meaning specified in Section 3.5(iv)
           ---------                                                     
hereof.

          "Wholly-Owned Subsidiary" shall mean, as to any Person, a subsidiary
           -----------------------                                            
of such Person 100% of the equity and voting interest in which is owned,
directly or indirectly, by such Person.

     4.2  Terms Generally.  The definitions in Section 1.1 shall apply equally
          ---------------                                                     
to both the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words "include", "includes" and "including"
shall be deemed to be followed by the phrase "without limitation".  The words
"herein", "hereof" and "hereunder" and words of similar import refer to this
Agreement in its entirety and not to any part hereof unless the context shall
otherwise require.  As used herein, the term "to the knowledge of the Company"
or any similar term relating to the Company's knowledge means the actual
knowledge, without investigation, of any of the officers or directors of the
Company, and the term "to the knowledge of TCI" or any similar term relating to
TCI's knowledge means the actual knowledge, without investigation, of any of the
officers or directors of TCI.  All references herein 

                                       6
<PAGE>
 
to Articles and Sections shall be deemed references to Articles and Sections of
this Agreement unless the context shall otherwise require. Unless the context
shall otherwise require, any references to any agreement or other instrument or
statute or regulation are to it as amended and supplemented from time to time
(and, in the case of a statute or regulation, to any successor provisions). Any
reference in this Agreement to a "day" or number of "days" (without the explicit
qualification of "business") shall be interpreted as a reference to a calendar
day or number of calendar days. If any action or notice is to be taken or given
on or by a particular calendar day, and such calendar day is not a business day,
then such action or notice shall be deferred until, or may be taken or given on,
the next business day.


                                   ARTICLE V

                         THE MERGER AND RELATED MATTERS

     5.1. The Merger.
          ---------- 

          (a) Merger; Effective Time.  At the Effective Time and subject to and
              ----------------------                                           
upon the terms and conditions of this Agreement, the Company shall merge with
and into TCI in accordance with the provisions of the DGCL, the separate
corporate existence of the Company shall cease and TCI shall continue as the
Surviving Corporation.  The Effective Time shall occur on the date and at the
time that the Certificate of Merger shall have been accepted for filing by the
Delaware Secretary of State (or such later date and time as may be agreed to by
TCI and the Company and specified in the Certificate of Merger).  Provided that
this Agreement has not been terminated pursuant to Article VII, the parties will
cause the Certificate of Merger to be filed with the Delaware Secretary of State
after the satisfaction or, if permissible, waiver of the conditions set forth in
Article VI and immediately prior to the filing of the AT&T Certificate of
Merger.

          (b) Effects of the Merger.  From and after the Effective Time, the
              ---------------------                                         
Merger shall have the effects set forth in the DGCL (including, without
limitation, Sections 259, 260 and 261 thereof).  Without limiting the generality
of the foregoing, and subject thereto, at the Effective Time, all the
properties, rights, privileges, powers and franchises of TCI and the Company
shall vest in the Surviving Corporation, and all debts, liabilities and duties
of TCI and the Company shall become the debts, liabilities and duties of the
Surviving Corporation.

          (c) Certificate of Incorporation; Bylaws.  At the Effective Time, the
              ------------------------------------                             
TCI Charter and the Bylaws of TCI in effect immediately prior to the Effective
Time shall be the Certificate of Incorporation and Bylaws of the Surviving
Corporation until thereafter amended in accordance with the terms thereof and
the DGCL.

          (d) Directors and Officers of Surviving Corporation.  The directors
              -----------------------------------------------                
and officers of TCI at the Effective Time shall, from and after the Effective
Time, be the directors and officers 

                                       7
<PAGE>
 
of the Surviving Corporation until their respective successors are duly elected
or appointed and qualified in accordance with the Certificate of Incorporation
and Bylaws of the Surviving Corporation, or as otherwise provided by applicable
law.

     5.2. Closing.  Unless this Agreement shall have been terminated pursuant to
          -------                                                               
Section 7.1 and subject to the satisfaction or, when permissible, waiver of the
conditions set forth in Article VI, the Closing shall take place on the date the
Certificate of Merger shall have been submitted to and accepted for filing by
the Delaware Secretary of State, which shall be (i) as promptly as practicable
after the last of the conditions set forth in Article VI (other than the filing
of the Certificate of Merger and other than any such conditions which by their
terms are not capable of being satisfied until the Closing Date or thereafter)
is satisfied or, when permissible, waived, or (ii) on such other date and/or at
such other time as the parties may mutually agree.

     5.3. Conversion of Securities.
          ------------------------ 

          (a) Conversion of Company Common Stock.  At the Effective Time, by
              ----------------------------------                            
virtue of the Merger and without any action on the part of TCI, the Company or
the holders of shares of Company Common Stock, each share of Company Common
Stock issued and outstanding immediately prior to the Effective Time shall
automatically be canceled, retired and cease to exist without payment of any
consideration thereof and without any conversion thereof.

          (b) Conversion of Company Exchangeable Preferred Stock.  At the
              --------------------------------------------------         
Effective Time, by virtue of the Merger and without any action on the part of
TCI, the Company or the holders of shares of Company Exchangeable Preferred
Stock, each share of Company Exchangeable Preferred Stock issued and outstanding
immediately prior to the Effective Time shall automatically be converted into
2.119 validly issued, fully paid and non-assessable shares of TCI Group Series A
Stock.  From and after the Effective Time, all such shares of Company
Exchangeable Preferred Stock shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each holder
of a certificate representing any such shares shall cease to have any rights
with respect thereto.  Each certificate which immediately prior to the Effective
Time evidenced issued and outstanding shares of Company Exchangeable Preferred
Stock shall, from and after the Effective Time, represent the number of shares
of TCI Group Series A Stock into which the shares previously represented by such
certificate shall have been converted at the Effective Time pursuant to this
Article II.  All shares of TCI Group Series  A Stock in to which shares of
Company Exchangeable Preferred Stock shall have been converted in accordance
with this Article II shall be deemed to have been issued and paid in full
satisfaction of all rights pertaining to such shares of Company Exchangeable
Preferred Stock.

          (c) TCI Securities.  Each share of capital stock of TCI issued and
              --------------                                                
outstanding immediately prior to the Effective Time shall remain outstanding and
shall continue as one share of the Surviving Corporation and each certificate
evidencing ownership of any such shares shall continue to evidence ownership of
the same number and kind of shares of the Surviving Corporation.

                                       8
<PAGE>
 
     5.4. Changes in TCI Group Series A Stock.  If, after the date hereof and
          -----------------------------------                                
prior to the Effective Time, the TCI Group Series A Stock shall be recapitalized
or reclassified or TCI shall effect any stock dividend, stock split, or reverse
stock split of TCI Group Series A Stock or otherwise effect any transaction that
changes the TCI Group Series A Stock into any other securities or any other
dividend or distribution shall be made on the TCI Group Series A Stock (or such
other securities), then the shares of TCI Group Series A Stock to be delivered
under this Agreement to the holders of Company Exchangeable Preferred Stock
shall be appropriately and equitably adjusted to the kind and amount of shares
of stock and other securities and property which the holders of such shares of
TCI Group Series A Stock would have been entitled to receive had such shares
been issued and outstanding as of the record date for determining stockholders
entitled to participate in such corporate event.


                                   ARTICLE VI

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company hereby represents and warrants to TCI as follows:

     6.1. Organization and Qualification.  Each of the Company and its
          ------------------------------                              
subsidiaries (i) is a corporation, partnership, limited liability company or
other business association duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, (ii)
has all requisite corporate, partnership, limited liability company or other
business association power and authority to own, lease and operate its
properties and to carry on its business as it is now being conducted and (iii)
is duly qualified or licensed and in good standing to do business in each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification or license necessary,
except in such jurisdictions where the failure to be so duly qualified or
licensed or in good standing has not had and is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on the Company.
Each entity in which the Company, directly or through one or more of its
subsidiaries, has an investment accounted for by the equity method (the "Company
Equity Affiliates") is a corporation, partnership, limited liability company or
other business association (A) duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization, (B) has all requisite corporate, partnership, limited liability
company or other business association power and authority to own, lease and
operate its properties and to carry on its business as it is now being conducted
and (C) is duly qualified to do business and is in good standing in each
jurisdiction in which the property owned, leased or operated by it, or the
nature of its activities, makes such qualification necessary, except in each
case where such failure to be so existing and in good standing or to have such
power and authority or to be so qualified to do business and be in good standing
has not had and is not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on the Company.

                                       9
<PAGE>
 
     6.2. Authorization and Validity of Agreement.  The Company has all
          ---------------------------------------                      
requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder and consummate the transactions contemplated
hereby.  The execution, delivery and performance by the Company of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by the Company Board and by all other necessary corporate action
on the part of the Company.  This Agreement has been duly executed and delivered
by the Company and (assuming the due execution and delivery of this Agreement by
TCI) constitutes a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms (except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally, or by principles governing the availability of equitable remedies).
The Company and the Company Board have taken all actions, if any, necessary to
render the restrictions on business combinations set forth in Section 203 of the
DGCL inapplicable to the transactions contemplated by this Agreement.

     6.3. Capitalization.
          -------------- 

          (a) The authorized capital stock of the Company consists of (i)
1,005,000 shares of Company Common Stock, of which 905,553 shares are designated
as Company Class A Stock and 94,447 shares are designated as Company Class B
Stock and (ii) 5,000,000 shares of Company Preferred Stock, of which 4,600,000
shares are designated Company Exchangeable Preferred Stock.  TCI owns all of the
issued and outstanding shares of Company Class A Stock and Company Class B
Stock.

          (b) As of the close of business on December 31, 1998, (i) 811,655
shares of Company Class A Stock and 94,447 shares of Company Class B Stock were
issued and outstanding, (ii) no shares of Company Class A Stock and no shares of
Company Class B Stock were reserved for issuance upon conversion or exchange of
outstanding convertible or exchangeable securities, (iii) 4,600,000 shares of
Company Exchangeable Preferred Stock were issued and outstanding, and (iv) no
shares of Company Class A Stock and no shares of Company Class B Stock or
Company Exchangeable Preferred Stock were held in the treasury of the Company or
held by subsidiaries of the Company.

          (c) All outstanding shares of Company Common Stock are duly
authorized, validly issued, fully paid and nonassessable, and no class of
capital stock of the Company is entitled to preemptive rights.

          (d) There are no issued or outstanding bonds, debentures, notes or
other indebtedness of the Company or any of its subsidiaries which have the
right to vote (or which are convertible into other securities having the right
to vote) on any matters on which stockholders of the Company may vote.

                                       10
<PAGE>
 
          (e) There are no options, warrants or other rights to acquire capital
stock (or securities convertible into or exercisable or exchangeable for capital
stock) from the Company, other than (ii) the right of the holders of shares of
Company Class B Stock to convert such shares into shares of Company Class A
Stock, pursuant to the Company Charter, and (ii) the right of the holders of
shares of Company Exchangeable Preferred Stock to convert such shares into
shares of Company Class A Stock, in each case pursuant to the terms of the
Company Charter.  Upon consummation of the Merger, none of such convertible
securities will be convertible into any shares of capital stock of the Company,
but instead will either be canceled or converted in the Merger into shares of
TCI Group Series A Stock in accordance with the terms of this Agreement.

     6.4. Reports and Financial Statements.  The Company has filed all Reports
          --------------------------------                                    
on Form 10-K, Form 10-Q and Form 8-K and proxy statements required under the
Exchange Act to be filed with the SEC since January 1, 1996 (collectively, the
"Company SEC Filings").  As of their respective dates, each of the Company SEC
Filings complied in all material respects with the applicable requirements of
the Exchange Act and the rules and regulations thereunder, and none of the
Company SEC Filings contained as of such date any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.  When filed with the SEC, the financial
statements (including the related notes) included in the Company SEC Filings
complied as to form in all material respects with the applicable requirements of
the Exchange Act and the applicable rules and regulations thereunder and were
prepared in accordance with GAAP applied on a consistent basis (except as may be
indicated therein or in the schedules thereto), and such financial statements
fairly present, in all material respects, the consolidated financial position of
the Company and its consolidated subsidiaries as of the respective dates thereof
and the consolidated results of their operations and their consolidated cash
flows for the respective periods then ended, subject, in the case of the
unaudited interim financial statements, to normal, recurring year-end audit
adjustments.  Except (i) as and to the extent disclosed or reserved against on
the balance sheet of the Company as of September 30, 1998 included in the
Company SEC Filings, or (ii) as incurred after the date thereof in the ordinary
course of business consistent with prior practice, none of the Company, any of
the Company's subsidiaries or, to the knowledge of the Company, any Company
Equity Affiliate has incurred any liability or obligation of any kind that,
individually or in the aggregate, has or would have a Material Adverse Effect on
the Company.

     6.5. No Approvals or Notices Required; No Conflict with Instruments.  The
          --------------------------------------------------------------      
execution and delivery by the Company of this Agreement do not, and the
performance by the Company of its obligations hereunder and the consummation of
the transactions contemplated hereby will not:

          (1) conflict with or violate the Company Charter or Bylaws or the
charter or bylaws of any corporate subsidiary of the Company, or the partnership
agreement of any partnership subsidiary of the Company, or any other instrument
or document governing any subsidiary of the Company that is not a corporation or
partnership;

                                       11
<PAGE>
 
          (2) require any consent, approval, order or authorization of or other
action by any Governmental Entity (a "Government Consent") or any registration,
qualification, declaration or filing with or notice to any Governmental Entity
(a "Governmental Filing"), in each case on the part of or with respect to the
Company, any subsidiary of the Company or, to the knowledge of the Company, any
Company Equity Affiliate, except for (A) such reports under the Exchange Act as
may be required in connection with this Agreement and the transactions
contemplated hereby, (B) the filing of the Certificate of Merger with the
Delaware Secretary of State and appropriate documents with the relevant
authorities of other states in which the Company is qualified to do business,
(C) such Government Consents and Governmental Filings with state and local
governmental authorities (the "Local Approvals") as may be required with respect
to the Licenses held by the Company, any of its subsidiaries or, to the
knowledge of the Company, any of the Company Equity Affiliates or as may
otherwise be required under laws applicable to the conduct of the businesses of
the Company and its subsidiaries in the ordinary course, (D) the Governmental
Filings to be made on the part of or with respect to TCI referred to in clause
(ii) of Section 4.5, (E) such Government Consents and Governmental Filings as
may be required in connection with the issuance of the TCI Group Series A Stock
in the Merger pursuant to state securities and blue sky laws, and (F) such
Government Consents and Government Filings the absence or omission of which will
not, either individually or in the aggregate, have a Material Adverse Effect on
the Company or prevent or materially delay the consummation of the Merger;

          (3) require, on the part of the Company, any subsidiary of the Company
or, to the knowledge of the Company, any Company Equity Affiliate, any consent
by or approval or authorization of  (a "Contract Consent") or notice to (a
"Contract Notice") any other Person (other than a Governmental Entity), whether
under any License or other Contract or otherwise, except such Contract Consents
and Contract Notices the absence or omission of which will not, either
individually or in the aggregate, have a Material Adverse Effect on the Company
or prevent or materially delay the consummation of the Merger;

          (4) assuming that any Government Consents and Governmental Filings
required under any Licenses are obtained or made, conflict with or result in any
violation or breach of or default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination, cancellation, suspension,
modification or, subject to Section 3.5(v), acceleration of any obligation or
any increase in any payment required by or the impairment, loss or forfeiture of
any material benefit, rights or privileges under or the creation of a lien or
other encumbrance on any assets pursuant to (any such conflict, violation,
breach, default, right of termination, cancellation or acceleration, loss or
creation, a "Violation") any contract (including any note, bond, indenture,
mortgage, deed of trust, lease, franchise, permit, authorization, license,
contract, instrument, employee benefit plan or practice, or other agreement,
obligation, commitment or concession of any nature (each, a "Contract")) to
which the Company, any subsidiary of the Company or, to the knowledge of the
Company, any Company Equity Affiliate is a party, by which the Company, any
subsidiary of the Company or, to the knowledge of the Company, any Company
Equity Affiliate or any of their respective assets or properties is bound or
affected or pursuant to which the Company, 

                                       12
<PAGE>
 
any subsidiary of the Company or, to the knowledge of the Company, any Company
Equity Affiliate is entitled to any rights or benefits (including the Licenses),
except such Violations which would not, individually or in the aggregate, have a
Material Adverse Effect on the Company or prevent or materially delay the
consummation of the Merger; or

          (5) assuming that the Government Consents and Governmental Filings
specified in clause (ii) of this Section 3.5 are obtained, made and given,
result in a Violation of, under or pursuant to any law, rule, regulation, order,
judgment or decree applicable to the Company, any subsidiary of the Company or,
to the knowledge of the Company, any Company Equity Affiliate, or by which any
of their respective properties or assets are bound or affected, except for such
Violations which would not, individually or in the aggregate, have a Material
Adverse Effect on the Company or prevent or materially delay the consummation of
the Merger.

     6.6. Vote Required.  The only approval of stockholders of the Company
          -------------                                                   
required under the DGCL, the Company Charter, the Company's Bylaws and the rules
and regulations of The Nasdaq Stock Market in order to adopt this Agreement is
the affirmative vote of a majority of the aggregate voting power of the issued
and outstanding shares of Company Class A Stock and the Company Class B Stock
voting together as a single class.  No other vote or approval of or other action
by the holders of any capital stock or other securities of the Company is
required in connection with this Agreement or the consummation of the Merger.

                                  ARTICLE VII

                     REPRESENTATIONS AND WARRANTIES OF TCI

     TCI hereby represents and warrants to the Company as follows:

     7.1. Organization.  Each of TCI and TCI's subsidiaries (i) is a
          ------------                                              
corporation, partnership, limited liability company or other business
association duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization, (ii) has all requisite
corporate, partnership, limited liability company or other business association
power and authority to own, lease and operate its properties and to carry on its
business as it is now being conducted and (iii) is duly qualified or licensed
and in good standing to do business in each jurisdiction in which the property
owned, leased or operated by it or the nature of the business conducted by it
makes such qualification or license necessary, except in such jurisdictions
where the failure to be so duly qualified or licensed or in good standing has
not had and is not reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect on TCI. Each entity in which TCI, directly or through
one or more of its subsidiaries, has an investment accounted for by the equity
method (the "TCI Equity Affiliates") is a corporation, partnership, limited
liability company or other business association (A) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, (B) has all requisite corporate, partnership,
limited liability company or other business association power and authority to
own, lease and operate its 

                                       13
<PAGE>
 
properties and to carry on its business as it is now being conducted and (C) is
duly qualified to do business and is in good standing in each jurisdiction in
which the property owned, leased or operated by it, or the nature of its
activities, makes such qualification necessary, except in each case where such
failure to be so existing and in good standing or to have such power and
authority or to be so qualified to do business and be in good standing has not
had and is not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on TCI.

     7.2. Authorization and Validity of Agreement.  TCI has all requisite
          ---------------------------------------                        
corporate power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance by TCI of this Agreement and the
consummation by TCI of the transactions contemplated hereby have been approved
by the Board of Directors of TCI, and have been duly authorized by all other
necessary corporate action on the part of TCI.  This Agreement has been duly
executed and delivered by TCI and (assuming the due execution and delivery of
this Agreement by the Company) constitutes a valid and binding agreement of TCI,
enforceable against TCI in accordance with its terms (except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally, or by principles governing the availability of equitable remedies).

     7.3. Capitalization of TCI.
          --------------------- 

          (a) TCI's authorized capital stock includes 1,750,000,000 shares of
TCI Group Series A Stock and 150,000,000 shares of TCI Group Series B Stock.  No
shares of TCI's preferred stock are convertible into TCI Group Series A Stock or
TCI Group Series B Stock other than its Convertible Preferred Stock, Series C-
TCI Group (the "Series C-TCI Group Preferred Stock"), its Convertible Redeemable
Participating Preferred Stock, Series F (the "Series F Preferred Stock"), and
its Redeemable Convertible TCI Group Preferred Stock, Series G (the "Series G
Preferred Stock").  There are 70,575 authorized shares of Series C-TCI Group
Preferred Stock, 500,000 authorized shares of Series F Preferred Stock and
7,259,380 authorized shares of Series G Preferred Stock.

          (b) As of the close of business on December 31, 1998, (A) 473,657,007
shares of TCI Group Series A Stock and 64,444,193 shares of TCI Group Series B
Stock (in each case net of shares held in treasury and shares held by
subsidiaries of TCI) were issued and were outstanding, (B) 11,362,365 shares of
TCI Group Series A Stock and 330,902 shares of TCI Group Series B Stock were
held in TCI's treasury, (C) 125,728,816 shares of TCI Group Series A Stock and
9,154,134 shares of TCI Group Series B Stock were held by subsidiaries of TCI,
and (D) 43,575 shares of Series C-TCI Group Preferred Stock, 278,307 shares of
Series F Preferred Stock and 6,444,244 shares of Series G Preferred Stock were
issued and were outstanding.

          (c) All outstanding shares of TCI Group Series A Stock, TCI Group
Series B Stock and TCI Group Preferred Stock are duly authorized, validly
issued, fully paid and nonassessable, and no class of capital stock of TCI is
entitled to preemptive rights.

                                       14
<PAGE>
 
          (d) As of the close of business on December 31, 1998, there were no
options, warrants or other rights to acquire TCI Group Series A Stock (or
securities convertible into or exercisable or exchangeable for TCI Group Series
A Stock) from TCI, other than (i) the right of the holders of TCI Group Series B
Stock to convert shares of TCI Group Series B Stock into TCI Group Series A
Stock, pursuant to the TCI Charter, (ii) options or other rights representing in
the aggregate the right to purchase or otherwise acquire up to 17,331,816 shares
of TCI Group Series A Stock, pursuant to TCI Employee Plans or TCI Benefit
Arrangements or otherwise, (iii) 24,163,259 shares of TCI Group Series A Stock
issuable upon exchange of the TCI UA, Inc. Convertible Notes due December 12,
2021, and (iv) (A) 5,789,374 shares of TCI Group Series A Stock issuable upon
conversion of the Series C-TCI Group Preferred Stock, at a conversion rate equal
to 132.86 per share, (B) 7,668,650 shares of TCI Group Series A Stock issuable
upon conversion of the Series G Preferred Stock, at a conversion rate equal to
1.190 per share, (C) 9,747,400 shares of TCI Group Series A Stock issuable upon
exchange of the shares of Company Exchangeable Preferred Stock, (D) 34,087,114
shares of TCI Group Series A Stock issuable upon exchange of the shares of Class
A Senior Cumulative Exchangeable Preferred Stock, $100 par value per share, of
TCI Pacific Communications, Inc., and (E) 1,084,056 shares of TCI Group Series A
Stock issuable upon exchange of the Exchangeable Preferred Stock, Series A, $.01
par value per share, of ETC NSCI Holdings, Inc..

     7.4. TCI Reports and Financial Statements.  TCI has filed all Reports on
          ------------------------------------                               
Form 10-K, Form 10-Q and Form 8-K and proxy statements required under the
Exchange Act to be filed with the SEC since January 1, 1996 (collectively, the
"TCI SEC Filings").  The TCI SEC Filings constitute all of the documents (other
than preliminary material) that TCI was required to file with the SEC under the
Exchange Act since such date.  As of their respective dates, each of the TCI SEC
Filings complied in all material respects with the applicable requirements of
the Exchange Act and the rules and regulations thereunder, and none of the TCI
SEC Filings contained as of such date any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  When filed with the SEC, the financial statements
(including the related notes) included in the TCI SEC Filings complied as to
form in all material respects with the applicable requirements of the Exchange
Act and the applicable rules and regulations thereunder and were prepared in
accordance with GAAP applied on a consistent basis (except as may be indicated
therein or in the schedules thereto), and such financial statements fairly
present, in all material respects, the consolidated financial position of TCI
and its consolidated subsidiaries as of the respective dates thereof and the
consolidated results of their operations and their consolidated cash flows for
the respective periods then ended, subject, in the case of the unaudited interim
financial statements, to normal, recurring year-end audit adjustments.  Except
(i) as and to the extent disclosed or reserved against on TCI's balance sheet as
of September 30, 1998 included in the TCI SEC Filings, or (ii) as incurred after
the date thereof in the ordinary course of business consistent with prior
practice, none of TCI, any of TCI's subsidiaries or, to the knowledge of TCI,
any TCI Equity Affiliate has incurred any liability or obligation of any kind
that, individually or in the aggregate, has or would have a Material Adverse
Effect on TCI.

                                       15
<PAGE>
 
     7.5. No Approvals or Notices Required; No Conflict with Instruments.
          --------------------------------------------------------------  
The execution and delivery by TCI of this Agreement do not, and the performance
by TCI of its obligations hereunder and the consummation of the transactions
contemplated hereby will not:

               (1) conflict with or violate the TCI Charter or TCI's Bylaws;

               (2) require any Government Consent or Governmental Filing on the
part of or with respect to TCI, any subsidiary of TCI or, to the knowledge of
TCI, any TCI Equity Affiliate, except for (A) such reports under the Exchange
Act as may be required in connection with this Agreement and the transactions
contemplated hereby, (B) the filing of the Certificate of Merger with the
Delaware Secretary of State and appropriate documents with the relevant
authorities of other states in which the Company is qualified to do business,
(C) the Local Approvals, (D) such Government Consents and Governmental Filings
as may be required in connection with the issuance of the TCI Group Series A
Stock in the Merger pursuant to state securities and blue sky laws, (E) the
Governmental Filings to be made on the part of or with respect to the Company
referred to in clause (ii) of Section 3.5, and (F) such Government Consents and
Governmental Filings the absence or omission of which will not, either
individually or in the aggregate, have a Material Adverse Effect on TCI or
prevent or materially delay the consummation of the Merger;

               (3) require on the part of TCI, any subsidiary of TCI or, to the
knowledge of TCI, any TCI Equity Affiliate, any Contract Consent or Contract
Notice, except such Contract Consents and Contract Notices the absence or
omission of which will not, either individually or in the aggregate, have a
Material Adverse Effect on TCI or prevent or materially delay the consummation
of the Merger;

               (4) assuming that any Government Consents and Governmental
Filings required under any Licenses are obtained or made, result in a Violation
by TCI or any subsidiary of TCI of any Contract to which TCI, any subsidiary of
TCI or, to the knowledge of TCI, any TCI Equity Affiliate is a party, by which
TCI, any subsidiary of TCI or, to the knowledge of TCI, any TCI Equity Affiliate
or any of their respective assets or properties is bound or affected or pursuant
to which TCI, any subsidiary of TCI or, to the knowledge of TCI, any TCI Equity
Affiliate is entitled to any rights or benefits, except for such Violations
which would not, individually or in the aggregate, have a Material Adverse
Effect on TCI or prevent or materially delay the consummation of the Merger; or

               (5) assuming that the Government Consents and Governmental
Filings specified in clause (ii) of this Section 4.5 are obtained, made and
given, result in a Violation of, under or pursuant to any law, rule, regulation,
order, judgment or decree applicable to TCI, any subsidiary of TCI or, to the
knowledge of TCI, any TCI Equity Affiliate or by which any of their respective
properties or assets are bound or affected, except for such Violations which
would not, individually or in the aggregate, have a Material Adverse Effect on
TCI or prevent or materially delay the consummation of the Merger.

                                       16
<PAGE>
 
     7.6. Vote Required.  No vote of stockholders of TCI is required under
          -------------                                                   
the DGCL, the TCI Charter, TCI's Bylaws or the rules and regulations of The
Nasdaq Stock Market in order for TCI to validly perform its obligations under
this Agreement (including, without limitation, its obligation to issue the TCI
Group Series A Stock pursuant to Section 2.3(b) hereof).

     7.7. TCI Group Series A Stock.  The shares of TCI Group Series A Stock
          ------------------------                                         
to be issued pursuant to Section 2.3 will be, when the Merger has become
effective, duly authorized, validly issued, fully paid and nonassessable and no
stockholder of TCI will have any preemptive right of subscription or purchase in
respect thereof.


                                  ARTICLE VIII

                                CERTAIN ACTIONS

     8.1. Conduct of the Company's Business Pending the Effective Time.
          ------------------------------------------------------------  
During the period commencing on the date hereof and ending at the Effective
Time, the Company shall, and shall cause each of its subsidiaries to conduct its
business only in the ordinary and usual course of its business and consistent
with past practices, except as permitted, required or specifically contemplated
by this Agreement, required by any change in applicable law or consented to or
approved by TCI.

     8.2. Indemnification.
          --------------- 

          (a) Indemnification of Company Directors and Officers.  From and after
              -------------------------------------------------                 
the Effective Time, TCI shall indemnify, defend and hold harmless the present
and former directors, officers, employees or agents of the Company and any of
its subsidiaries, and any Person who is or was serving at the request of the
Company as a director, officer, employee or agent of another Person
(individually an "Indemnified Party" and, collectively, the "Indemnified
Parties") against (i) all losses, claims, damages, costs, expenses (including
fees and expenses of counsel properly retained by an Indemnified Party under
this Section 5.2) (promptly as statements therefor are received), liabilities or
judgments or amounts that are paid in settlement with the approval of TCI (which
approval shall not be unreasonably withheld) of or in connection with any claim,
action, suit, proceeding or investigation based in whole or in part on or
arising in whole or in part out of the fact that such Person was at any time
prior to the Effective Time a director, officer, employee or agent of the
Company, whether pertaining to any matter existing or occurring at or prior to
the Effective Time and whether asserted or claimed prior to, at or after the
Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities
based in whole or in part on, or arising in whole or in part out of, or
pertaining to this Agreement or the transactions contemplated hereby (and TCI
shall pay expenses in advance of the final disposition of any such action, suit,
proceeding or investigation to each Indemnified Party (including fees and
expenses of counsel properly retained by an Indemnified Party under this Section
5.2), promptly as statements therefor are received, to the full extent permitted
by law upon receipt of the undertaking contemplated by Section 145(e) of the

                                       17
<PAGE>
 
DGCL), in each case to the full extent that (x) a corporation is permitted under
Delaware law to indemnify or advance expenses to its own directors, officers,
employees or agents, as the case may be, (y) such Indemnified Party would have
been entitled to be indemnified by the Company, if such Indemnified Party was a
director, officer, employee or agent of the Company, with respect to the
Indemnified Liabilities in question under the Company Charter and the Company's
Bylaws as in effect on January 1, 1998 and under any indemnification agreement
with the Company in a form disclosed to TCI prior to the date hereof and (z)
such indemnification otherwise is permitted by applicable law.  In the event any
such claim, action, suit, proceeding or investigation is asserted or commenced
against any Indemnified Party (whether before or after the Effective Time), TCI
will be entitled to participate and, to the extent that it may wish, to assume
the defense thereof, except that if TCI also is a subject of such claim, action,
suit, proceeding or investigation and there is, under applicable standards of
professional conduct, a conflict on any significant issue between the position
of TCI and the position of such Indemnified Party, or if TCI shall fail to
assume responsibility for such defense, such Indemnified Party may, subject to
Section 5.2(b), retain counsel who will represent such Indemnified Party, and
TCI shall pay all fees and expenses of such counsel promptly as statements
therefor are received; provided that such Indemnified Party shall vigorously
                       --------                                             
defend (or, if the defense is assumed by TCI, use his reasonable best efforts to
assist in the vigorous defense of) any such matter; provided, further, that TCI
                                                    --------  -------          
shall not be liable for any settlement effected without its written consent,
which consent, however, shall not be unreasonably withheld; and provided,
                                                                -------- 
further, that TCI shall not have any obligation hereunder to any Indemnified
- -------                                                                     
Party when and if a court of competent jurisdiction shall ultimately determine,
after exhaustion of all avenues of appeal, that such Indemnified Party is not
entitled to indemnification hereunder.

          (b) Indemnification Procedures.  Any Indemnified Party wishing to
              ---------------------------                                  
claim indemnification or advancement of expenses under Section 5.2(a), upon
learning of any such claim, action, suit, proceeding or investigation, shall
promptly notify TCI thereof (provided that the failure so to notify TCI shall
not relieve TCI from any liability which it may have under this Section 5.2,
except to the extent such failure materially prejudices TCI) and shall deliver
to TCI an undertaking to repay any amounts advanced pursuant thereto when and if
a court of competent jurisdiction shall ultimately determine, after exhaustion
of all avenues of appeal, that such Indemnified Party is not entitled to
indemnification hereunder.  In no event may the Indemnified Parties retain more
than one lead law firm and one local counsel to represent them with respect to
any such matter unless there is, under applicable standards of professional
conduct, a conflict on any significant issue between the position of any two or
more Indemnified Parties in which case the Indemnified Parties may (unless the
defense of such matter has been assumed by TCI as provided herein) retain, at
the expense of TCI, such number of additional counsel as are necessary to
eliminate all conflicts of the type referred to above.

          (c) Survival of Existing Indemnification Rights.  TCI agrees that all
              -------------------------------------------                      
rights to indemnification, including provisions relating to advances of expenses
incurred in defense of any action, suit or proceeding, whether civil, criminal,
administrative or investigative (each, a "Claim"), existing in favor of the
Indemnified Parties as provided in the Company Charter or the Company's 

                                       18
<PAGE>
 
Bylaws or pursuant to other agreements, or certificates of incorporation or
bylaws or similar documents of any of the Company's subsidiaries, as in effect
as of the date hereof, shall survive the Merger and shall continue in full force
and effect for a period of not less than six years from the Effective Time;
provided, however, that all rights to indemnification in respect of any Claim
- --------  -------                                                            
asserted, made or commenced within such period shall continue until the final
disposition of such Claim.

          (d) Survival.  This Section 5.2 shall survive the consummation of the
              --------                                                         
Merger.  The provisions of this Section 5.2 are intended to be for the benefit
of and shall be enforceable by each of the Indemnified Parties and his heirs and
legal representatives, and shall be binding on the Surviving Corporation and its
respective successors and assigns.

     8.3. Actions by TCI.  In its capacity as the beneficial owner of all of
          --------------                                                    
the issued and outstanding shares of Company Common Stock, TCI hereby consents
to the adoption of this Agreement and agrees to cause such shares of the Company
Common Stock to be voted in favor of the adoption of this Agreement at any
meeting of stockholders of the Company called for such purpose.

     8.4. Reasonable Efforts.  Subject to the terms and conditions of this
          ------------------                                              
Agreement and applicable law and, in the case of the Company, except as
otherwise required by the fiduciary duties of the Company Board (as determined
in good faith by the Company Board following the receipt of advice of the
Company's outside legal counsel thereon), each of the parties hereto shall use
its reasonable best efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, all things reasonably necessary, proper or advisable
under applicable laws and regulations or otherwise to consummate and make
effective the Merger and the other transactions contemplated by this Agreement
as soon as reasonably practicable, including such actions or things as any other
party hereto may reasonably request in order to cause any of the conditions to
such other party's obligation to consummate such transactions specified in
Article VI to be fully satisfied.

     8.5. Employee Agreements.  From and after the Effective Time, the
          -------------------                                         
Surviving Corporation agrees to honor, in accordance with their terms, all
existing employment and other agreements relating to employees of the Company
(the "Employment Agreements"); provided, however, that nothing herein shall
                               --------  -------                           
preclude any change in any Employment Agreement effective on a prospective basis
that is permitted pursuant to the terms of the applicable Employment Agreement.

                                       19
<PAGE>
 
                                   ARTICLE IX

                              CONDITIONS PRECEDENT

     9.1. Conditions Precedent to the Obligations of TCI and the Company.  The
          --------------------------------------------------------------      
respective obligations of TCI and the Company to consummate the transactions
contemplated by this Agreement are subject to the satisfaction at or prior to
the Effective Time of each of the following conditions, any or all of which, to
the extent permitted by applicable law, may be waived by TCI for itself (but not
for the Company), or by the Company for itself (but not for TCI):

          (a) Satisfactions of Conditions to the AT&T Agreement.  The AT&T
              -------------------------------------------------           
Agreement shall not have been terminated and all conditions contained in Article
VIII of the AT&T Agreement shall have been satisfied or, where permissible,
waived.

          (b) Absence of Injunctions.  No permanent or preliminary Injunction or
              ----------------------                                            
restraining order or other order by any court or other Governmental Entity of
competent jurisdiction, or other legal restraint or prohibition, preventing
consummation of the transactions contemplated hereby as provided herein shall be
in effect, or permitting such consummation only subject to any condition or
restriction that has or would have a Material Adverse Effect on the Company or
TCI.

          (c) Tax Opinion.  TCI and the Company shall have received the opinion
              -----------                                                      
of Baker & Botts, L.L.P., in form and substance reasonably satisfactory to TCI
and the Company, to the effect that (i) the Merger should be treated for federal
income tax purposes as a reorganization within the meaning of Section 368(a) and
a liquidation within the meaning of Section 332 of the Code, (ii)  no gain or
loss should be recognized by TCI or the Company as a result of the Merger, and
(iii) no gain or loss should be recognized by a holder of Company Exchangeable
Preferred Stock to the extent that such holder receives only stock of TCI in
exchange for his Company Exchangeable Preferred Stock in the Merger.  In
rendering the opinion referenced in this Section 6.1(c), Baker & Botts, L.L.P.
may rely on representations contained in certificates of the Company, TCI and
others, in each case in form and substance reasonably acceptable to Baker &
Botts, L.L.P., and upon such other documents and data as such counsel deems
appropriate as a basis for such opinions.

     9.2. Conditions Precedent to the Obligations of TCI.  The obligation of TCI
          ----------------------------------------------
to consummate the transactions contemplated by this Agreement is also subject to
the satisfaction at or prior to the Closing Date of each of the following
conditions, unless waived by TCI:

          (a) Accuracy of Representations and Warranties.  All representations
              ------------------------------------------                      
and warranties of the Company contained in this Agreement shall, if specifically
qualified by materiality, be true and correct and, if not so qualified, be true
and correct in all material respects in each case as of the date of this
Agreement and (except to the extent such representations and warranties speak as
of a specified earlier date) on and as of the Closing Date as though made on and
as of the Closing Date, except for changes permitted or contemplated by this
Agreement.

                                       20
<PAGE>
 
          (b) Performance of Agreements.  The Company shall have performed in
              -------------------------                                      
all material respects all obligations and agreements, and complied in all
material respects with all covenants and conditions, contained in this Agreement
to be performed or complied with by it prior to or on the Closing Date.

          (c) No Adverse Enactments.  There shall not have been any action
              ---------------------                                       
taken, or any statute, rule, regulation, order, judgment or decree proposed,
enacted, promulgated, entered, issued, enforced or deemed applicable by any
foreign or United States federal, state or local Governmental Entity, and there
shall be no action, suit or proceeding pending or threatened, which (i) makes or
may make this Agreement, the Merger, or any of the other transactions
contemplated by this Agreement illegal or imposes or may impose material damages
or penalties in connection therewith; (ii) requires or may require the
divestiture of a material portion of the business of (A) TCI and its
subsidiaries taken as a whole, or (B) the TCI Group, if the Merger is
consummated; (iii) requires or may require TCI or any of its material
subsidiaries or affiliates to cease or refrain from engaging in any material
business, including any material business conducted by the Company or any of its
subsidiaries prior to the Merger, if the Merger is consummated; or (iv)
otherwise prohibits, restricts, or unreasonably delays consummation of the
Merger or any of the other transactions contemplated by this Agreement or
increases or may increase in any material respect the liabilities or obligations
of TCI arising out of this Agreement, the Merger, or any of the other
transactions contemplated by this Agreement.

          (d) Receipt of Licenses, Permits and Consents.  Other than the filing
              -----------------------------------------                        
of the Certificate of Merger with the Delaware Secretary of State and filings
due after the Effective Time, all Local Approvals and all other Government
Consents as are required in connection with the consummation of the transactions
contemplated hereby shall have been obtained and shall be in full force and
effect and all Governmental Filings as are required in connection with the
consummation of such transactions shall have been made, and all waiting periods,
if any, applicable to the consummation of such transactions imposed by any
Governmental Entity shall have expired, other than those which, if not obtained,
in force or effect, made or expired (as the case may be) would not, either
individually or in the aggregate, (i) have a material adverse effect on the
transactions contemplated hereby or (ii) assuming consummation of the Merger,
have a Material Adverse Effect, as of or after the Effective Time, on TCI.

     9.3. Conditions Precedent to the Obligations of the Company.  The
          ------------------------------------------------------      
obligation of the Company to consummate the transactions contemplated by this
Agreement is also subject to the satisfaction at or prior to the Closing Date of
each of the following conditions, unless waived by the Company:

          (a) Accuracy of Representations and Warranties.  All representations
              ------------------------------------------                      
and warranties of TCI contained in this Agreement shall, if specifically
qualified by materiality, be true and correct and, if not so qualified, be true
and correct in all material respects in each case as of the date of this
Agreement and (except to the extent such representations and warranties speak of
a 

                                       21
<PAGE>
 
specified earlier date) on and as of the Closing Date as though made on and as
of the Closing Date, except for changes permitted or contemplated by this
Agreement.

          (b) Performance of Agreements.  TCI shall have performed in all
              -------------------------                                  
material respects all obligations and agreements, and complied in all material
respects with all covenants and conditions, contained in this Agreement to be
performed or complied with by it prior to or on the Closing Date.

          (c) No Adverse Enactments.  There shall not have been any action
              ---------------------                                       
taken, or any statute, rule, regulation, order, judgment or decree proposed,
enacted, promulgated, entered, issued, enforced or deemed applicable by any
foreign or United States federal, state or local Governmental Entity, and there
shall be no action, suit or proceeding pending or threatened, which (i) makes or
may make this Agreement, the Merger, or any of the other transactions
contemplated by this Agreement illegal or imposes or may impose material damages
or penalties in connection therewith or (ii) has or, in the reasonable judgment
of the Company, assuming consummation of the Merger, is reasonably likely to
have a Material Adverse Effect, as of or after the Effective Time, on TCI.

          (d) Receipt of Licenses, Permits and Consents.  Other than the filing
              -----------------------------------------                        
of the Certificate of Merger with the Delaware Secretary of State and filings
due after the Effective Time, all Local Approvals and all other Government
Consents as are required in connection with the consummation of the transactions
contemplated hereby shall have been obtained and shall be in full force and
effect, all Governmental Filings as are required in connection with the
consummation of such transactions shall have been made, and all waiting periods,
if any, applicable to the consummation of such transactions imposed by any
Governmental Entity shall have expired, other than those which, if not obtained,
in force or effect, made or expired (as the case may be), would not, either
individually or in the aggregate, assuming consummation of the Merger, have a
Material Adverse Effect, as of or after the Effective Time, on TCI.


                                   ARTICLE X

                                  TERMINATION

    10.1. Termination and Abandonment.  This Agreement may be terminated and the
          ---------------------------                                           
transactions contemplated hereby may be abandoned at any time prior to the
Effective Time, whether before or after adoption of this Agreement by the
stockholders of the Company:

          (i) by mutual consent of TCI and the Company; or

          (ii) by either the Company or TCI: (A) if the AT&T Agreement is
terminated or the AT&T Merger is otherwise abandoned; (B) if there has been a
material breach of any representation, warranty, covenant or agreement on the
part of the other party contained in this 

                                       22
<PAGE>
 
Agreement and such breach is incapable of being cured, or (C) if any court of
competent jurisdiction or other competent governmental authority shall have
issued an order, decree or ruling or taken any other action permanently
restraining, enjoining or otherwise prohibiting the Merger and such order,
decree, ruling or other action shall have become final and nonappealable.

    10.2. Effect of Termination.  In the event of any termination of this
          ---------------------                                          
Agreement by the Company or TCI pursuant to Section 7.1, this Agreement
forthwith shall become void and there shall be no liability or obligation on the
part of TCI, the Company or their respective affiliates, stockholders,
directors, officers, agents or representatives except as provided in Section
8.11, which shall survive such termination.

                                   ARTICLE XI

                                 MISCELLANEOUS

    11.1. Effectiveness of Representations, Warranties and Agreements.  The
          -----------------------------------------------------------      
representations, warranties, covenants or agreements contained in this Agreement
or in any certificate or other instrument delivered pursuant to this Agreement
shall terminate at the Effective Time, except for the agreements contained in
Article II, Section 5.2, Section 5.5 and in this Article VIII.

    11.2. Notices.  All notices, requests, demands, waivers and other
          -------                                                    
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered personally
or mailed, certified or registered mail with postage prepaid, or sent by
confirmed telecopier, as follows: if to TCI, to Tele-Communications, Inc. and if
to the Company, to TCI Communications, Inc., in each case, at:

                    5619 DTC Parkway
                    Englewood, Colorado  80111-3000
                    Attn:  Stephen M. Brett, Executive Vice President
                    Telecopier:  (303) 488-3245

                    with a copy to:

                    Baker & Botts, L.L.P.
                    599 Lexington Avenue
                    New York, New York 10022-6030
                    Attn:  Lee D. Charles, Esq.
                    Telecopier:  (212) 705-5125

or to such other Person or address as any party shall specify by notice in
writing to the other party.  All such notices, requests, demands, waivers and
communications shall be deemed to have been 

                                       23
<PAGE>
 
received on the date of delivery or on the third business day after the mailing
thereof, except that any notice of a change of address shall be effective only
upon actual receipt thereof.

    11.3. Entire Agreement.  This Agreement (including the other documents
          ----------------                                                
delivered in connection herewith) constitutes the entire agreement of the
parties and supersedes all prior agreements and understandings, oral and
written, between the parties with respect to the subject matter hereof.

    11.4. Assignment; Binding Effect; Benefit.
          ----------------------------------- 

          (a) Neither this Agreement nor any of the rights, benefits or
obligations hereunder may be assigned by any party (whether by operation of law
or otherwise) without the prior written consent of the other party.  Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns.  Nothing in this Agreement, express or implied, is intended to confer
on, or to make enforceable by, any Person other than the parties or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, other than rights conferred
upon Indemnified Parties under Section 5.2 and upon stockholders, directors,
officers, affiliates, agents and representatives of the parties under Section
8.11.  Notwithstanding anything to the contrary contained in this Agreement, the
provisions of Section 5.2 of this Agreement may not be amended or altered in any
manner with respect to any Indemnified Party without the written consent of such
Indemnified Party.  No assignment of this  Agreement shall relieve TCI from its
obligations to any Indemnified Party contained in Section 5.2 of this Agreement.

          (b) Notwithstanding Section 8.4(a), this Agreement and all the rights,
benefits and obligations hereunder shall be assignable to and binding upon, and
inure to the benefit of and be enforceable by, any successor of TCI pursuant to
the AT&T Merger.

    11.5. Amendment.  This Agreement may be amended by the parties hereto, by
          ---------                                                          
action taken or authorized by their respective Boards of Directors, at any time
prior to the Effective Time; provided, however, that no amendment may be made
                             --------  -------                               
without the further requisite approval of the stockholders of the Company if
such amendment by law requires the further approval of such stockholders.  This
Agreement may not be amended except by an instrument in writing signed by the
parties hereto.

    11.6. Extension; Waiver.  At any time prior to the Effective Time, either
          -----------------                                                  
of the parties, by action taken or authorized by such party's Board of
Directors, may, to the extent legally allowed, (i) extend the time specified
herein for the performance of any of the obligations of the other party, (ii)
waive any inaccuracies in the representations and warranties of the other party
contained herein or in any document delivered pursuant hereto, (iii) waive
compliance by the other party with any of the agreements or covenants of such
other party contained herein or (iv) waive any condition to such waiving party's
obligation to consummate the transactions contemplated hereby.  Any such
extension 

                                       24
<PAGE>
 
or waiver shall be valid only if set forth in a written instrument signed by the
party or parties to be bound thereby. Any such extension or waiver by any party
shall be binding on such party but not on the other party entitled to the
benefits of the provision of this Agreement affected unless such other party
also has agreed to such extension or waiver. No such waiver shall constitute a
waiver of, or estoppel with respect to, any subsequent or other breach or
failure to strictly comply with the provisions of this Agreement. The failure of
any party to exercise any of its rights, powers or remedies hereunder or with
respect hereto or to insist on strict compliance with this Agreement shall not
constitute a waiver by such party of its right to exercise any such or other
rights, powers or remedies or to demand such compliance. Whenever this Agreement
requires or permits consent or approval by any party, such consent or approval
shall be effective if given in writing in a manner consistent with the
requirements for a waiver of compliance as set forth in this Section 8.6.

    11.7. Headings.  The table of contents and headings contained in this
          --------
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

    11.8. Counterparts.  This Agreement may be executed in two or more
          ------------                                                
counterparts, each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument.

    11.9. Applicable Law.  This Agreement and the legal relations between the
          --------------                                                     
parties shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to the conflict of laws rules thereof.

    11.10. Severability.  If any term or other provision of this Agreement is
           ------------                                                      
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party.  Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.

    11.11. Limited Liability.  Notwithstanding any other provision of this
           -----------------                                              
Agreement, no stockholder, director, officer, affiliate, agent or representative
of any party shall have any liability in respect of or relating to the
covenants, obligations, representations or warranties of such party hereunder or
in respect of any certificate delivered with respect thereto and, to the fullest
extent legally permissible, each party, for itself and its stockholders,
directors, officers and affiliates, waives and agrees not to seek to assert or
enforce any such liability which any such Person otherwise might have pursuant
to applicable law.

                                       25
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement
and Plan of Merger as of the date first above written.



                         TELE-COMMUNICATIONS, INC.


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



                         TCI COMMUNICATIONS, INC.


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

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