TELE COMMUNICATIONS INC /CO/
POS AM, 1999-06-03
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>

     As filed with the Securities and Exchange Commission on June 3, 1999

                                         Registration No. 333-00717

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 ____________

                        POST-EFFECTIVE AMENDMENT NO. 1
                                      TO
                                   FORM S-3
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                  ___________

                           Tele-CommunicationS, Inc.
            (Exact name of registrant as specified in its charter)



              Delaware                                 84-1260157
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

                                                  Stephen M. Brett, Esq.
                                                 Tele-Communications, Inc.
         9197 South Peoria                          9197 South Peoria
      Englewood, Colorado 80112                  Englewood, Colorado 80112

           (720) 875-5400                             (720) 875-5400
  (Address, including zip code, and       (Name and address, including zip code,
 telephone number, including area code,    and telephone number, including area
of registrant's principal executive            code, of agent for service)
             offices)

                    Removal of Securities from Registration

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

                    REMOVAL OF SECURITIES FROM REGISTRATION

     Pursuant to undertaking No. 3 of Item 17 of the Registrant's Registration
Statement on Form S-3 (File No. 333-00717) (the "Registration Statement"), the
Registrant files this Post-effective Amendment No. 1 to the Registration
Statement for the purpose of withdrawing from registration any of the securities
of the Registrant which were previously registered under the Registration
Statement and which remain unsold.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3, and
pursuant to Rule 478 under the Securities Act the Registrant has duly caused
this Post-effective Amendment to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Englewood, State of Colorado, on June 3, 1999.

                              TELE-COMMUNICATIONS, INC.


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


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