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. 333-00265
================================================================================


                      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)
<TABLE>
<S>                                                       <C>
            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,                           (Name, address, including
  and telephone number, including                           zip code, and telephone
area code, of registrant's principal                         number, including area
         executive offices)                               code, of agent for service)
</TABLE>

                                         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. 333-00265) (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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