TELE COMMUNICATIONS INC /CO/
424B3, 1999-03-03
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
                                                      Filed Pursuant to
                                                      Rule 424(b)(3)
                                                      Registration No. 333-41435

Prospectus Supplement
(To Prospectus dated December 10, 1997)

                           Tele-Communications, Inc.
                        Series A TCI Group Common Stock

                              _________________

     Toronto Dominion (New York), Inc. ("TD") will use this prospectus 
supplement and the prospectus to which it relates in connection with the sale 
of up to 4,095,780 shares of Tele-Communications, Inc. Series A TCI Group 
Common Stock, $1.00 per value ("TCOMA").

     From February 26 to March 2, 1999 TD sold to Merrill Lynch, Pierce, 
Fenner & Smith Incorporated 4,095,780 shares of TCOMA at prevailing market 
prices ranging from $61.875 to $63.0152 per share. In connection with such 
sales TD received commissions of $.04 per share from the Company for each 
share of TCOMA sold. These commissions may be deemed to be underwriting 
commissions under the Securities Act of 1933. Immediately following the sales
described above, TD owned no shares of TCOMA acquired pursuant to the Swap 
Facility or the Master Agreement described under "Shares Being Offered and 
Selling Stockholder(s)" in the prospectus to which this prospectus supplement 
relates. TD currently owns 1,084,056 shares of TCOMA (which represents less 
than 1% of the outstanding shares of TCOMA).

     TD has sold all shares of Tele-Communications, Inc. Series A TCI Ventures 
Group Common Stock, $1.00 par value ("TCIVA"), acquired pursuant to the Swap 
Facility or the Master Agreement described under "Shares Being Offered and 
Selling Stockholder(s)" in the prospectus to which this prospectus supplement 
relates. TD currently owns 4,425,962 shares of TCIVA (which represents 
approximately 1.1% of the outstanding shares of TCIVA).

     Within the past three years, TD and/or affiliates thereof have:

     (1)  established existing credit facilities for the Company and its
          affiliates having an aggregate principal amount of approximately
          $672.8 million;

     (2)  entered into various swap transactions with the Company and its 
          subsidiaries having an aggregate notional amount of approximately 
          $689.4 million, which notional amount as of March 2, 1999 was 
          approximately $361.3 million; and

     (3)  established credit facilities for the Company's affiliates having an 
          aggregate principal amount of approximately $192 million, which 
          facilities have since terminated.

     Neither the Securities and Exchange Commission nor any state securities 
commission has approved or disapproved of these securities or passed upon the 
adequacy or accuracy of this prospectus supplement or the prospectus. Any 
representation to the contrary is a criminal offense.

                              _________________

            The date of this Prospectus Supplement is March 3, 1999






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