TELE COMMUNICATIONS INC /CO/
S-3/A, 1999-02-09
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
 
    
As filed with the Securities and Exchange Commission on February 8, 1999      
                                                   
                                                 Registration No. 333-71199     
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ----------------
                                   
                               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>                                                       <C>
          Delaware                                 5619 DTC Parkway                                    84-1260157
(State or other jurisdiction of              Englewood, Colorado 80111-3000                          (I.R.S. Employer
 incorporation or organization)                     (303) 267-5500                                  Identification No.)
                                    (Address, including zip code, and telephone number,
                               including area code, of registrant's principal executive offices)
</TABLE> 
 
                               ----------------
 
                            Stephen M. Brett, Esq.
                           Tele-Communications, Inc.
                               Terrace Tower II
                               5619 DTC Parkway
                        Englewood, Colorado 80111-3000
                                (303) 267-5500
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
 
                               ----------------
                                  Copies to:
                          Robert W. Murray Jr., Esq.
                             Baker & Botts, L.L.P.
                             599 Lexington Avenue
                           New York, New York 10022
                                (212) 705-5000

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

     Approximate date of commencement of proposed sale of the securities to the
public:  From time to time after the effective date of this Registration
Statement.

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:  [_]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box:  [X]

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [_] ___________________

     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [_] ___________________

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [_]

                                            

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

================================================================================
<PAGE>
 
                  
              Subject to Completion, dated February 8, 1999      

Prospectus

                           TELE-COMMUNICATIONS, INC.

                    Series A TCI Ventures Group Common Stock


    
     Certain of our stockholders may offer and sell, pursuant to this
prospectus, up to 13,000,000 shares of Series A TCI Ventures Group Common Stock.
We will not receive any part of the proceeds from any sale of the shares offered
by this prospectus.      
    
     The shares offered by this prospectus may be offered and sold in the public
market or in private transactions, in the over-the-counter market or in a number
of other ways described later in this prospectus. The shares offered by this
prospectus may be sold at market prices, at prices related to market prices, at
negotiated prices or at one or more fixed prices. If  required, a supplement to
this prospectus will contain information applicable to a particular offering of
the shares offered by this prospectus.      
    
     The trading symbol for the Series A TCI Ventures Group Common Stock is
"TCIVA", and those shares trade on the Nasdaq National Market. On February 4,
1999, the closing price was $26.6875 per share.      

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


             The date of this prospectus is ________________, 1999.
<PAGE>
 
                      WHERE YOU CAN FIND MORE INFORMATION
    
     We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our Securities and Exchange
Commission filings are also available on the Commission's Website at
"http://www.sec.gov."      
    
     The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is a part of this prospectus and will automatically be
updated and superseded by the information we later file. Our Commission File
Number is 0-20421.  We incorporate by reference the documents listed below and
any future filings we make with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the sale of all the shares covered by this prospectus:      
    
  1. Annual Report on Form 10-K for the year ended December 31, 1997 (as
     amended on January 7, 1999 and January 12, 1999);      

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

  3. Current Reports on Form 8-K filed February 27, 1998, March 6, 1998 (as
     amended on June 23, 1998 and June 30, 1998), July 1, 1998, October 22,
     1998, December 8, 1998, January 7, 1999 (as amended on January 11, 1999),
     and January 8, 1999 (as amended on January 8, 1999); and
      
  4. The description of the Series A TCI Ventures Group Common Stock included
     in Item 1 of our registration statement on Form 8-A (as amended by Form 8-
     A/A (Amendment No. 1)).      

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

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

                                       2
<PAGE>
 
                                  THE COMPANY
    
     Tele-Communications, Inc. or TCI, through its subsidiaries and affiliates,
engages principally in the construction, acquisition, ownership and operation of
cable television systems and the provision of satellite-delivered video
entertainment, information and home shopping programming services to various
video distribution media, principally cable television systems.   TCI also has
investments in cable and telecommunications operations and television
programming in certain international markets, as well as investments in
companies and joint ventures involved in developing and providing programming
for new television and telecommunications technologies.  TCI is a Delaware
corporation and was incorporated in 1994.  TCI Communications, Inc, a subsidiary
of TCI, and its predecessors have been engaged in the cable television business
since the early 1950's.      

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

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

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

                                       3
<PAGE>
 
                              RECENT DEVELOPMENTS
    
The AT&T Merger and the Combination of the Liberty Media Group and the TCI
Ventures Group      

     General
    
     On June 23, 1998, TCI entered into an Agreement and Plan of Restructuring
and Merger among TCI, AT&T Corp. and Italy Merger Corp., which, subject to the
terms and conditions thereof, provides for the acquisition of TCI by AT&T Corp.
Such acquisition will be effected through the merger of Italy Merger Corp., a
wholly-owned subsidiary of AT&T Corp., with and into TCI, with TCI as the
surviving corporation.  As a  result of the merger, TCI will become a wholly-
owned subsidiary of AT&T Corp., and stockholders of TCI will become stockholders
of AT&T Corp.      
    
     In a separate proposed transaction, TCI announced its intention, subject to
stockholder approval, to reclassify each share of Series A TCI Ventures Group
Common Stock, par value $1.00 per share, as 0.52 of a share of Series A Liberty
Media Group Common Stock and each share of Series B TCI Ventures Group Common
Stock, par value $1.00 per share, as 0.52 of a share of Series B Liberty Media
Group Common Stock, par value $1.00 per share, and in connection therewith, to
combine the assets and businesses of the Liberty Media Group and the TCI
Ventures Group.  The combination of the Liberty Media Group and the TCI Ventures
Group is expected to occur prior to, but is not conditional upon, the
consummation of the merger transaction with AT&T Corp.  The combined entity will
be called the "Liberty Media Group" and both the  Series A and Series B Liberty
Media Group Common Stock will thereafter reflect the separate performance of the
businesses and assets attributed to such combined entity.  Consummation of the
combination of the Liberty Media Group and the TCI Ventures Group is subject to
certain conditions, including approval of the stockholders of TCI.      
    
     Consideration to be Received by Holders of TCI's Common Stock in the AT&T
Merger      
      
     In connection with the merger transaction with AT&T Corp.,      
     
 (1) each share of Series A Liberty Media Group Common Stock outstanding
     immediately prior to the effective time of such merger will be converted
     into the right to receive one share of Class A      

                                       4
<PAGE>
 
     
     Liberty Group Common Stock, $1.00 par value per share, of AT&T Corp. and
     each share of Series B Liberty Media Group Common Stock outstanding
     immediately prior to the effective time of such merger will be converted
     into the right to receive one share of Class B Liberty Group Common Stock,
     $1.00 par value per share, of AT&T Corp.,      
     
 (2) each share of Series A TCI Group Common Stock outstanding immediately
     prior to the effective time of such merger will be converted into the right
     to receive 0.7757 of a share of AT&T's Common Stock, $1.00 par value per
     share, and each share of Series B TCI Group Common Stock outstanding
     immediately prior to the effective time of such merger will be converted
     into the right to receive 0.8533 of a share of AT&T Common Stock, and      
     
 (3) if the combination of the Liberty Media Group and the TCI Ventures
     Group has not occurred prior to the effective time of such merger, each
     share of  Series A TCI Ventures Group Common Stock will be converted into
     the right to receive 0.52 of a share of Class A Liberty Group Common Stock
     of AT&T Corp. and each share of Series B TCI Ventures Group Common Stock
     will be converted into the right to receive 0.52 of a share of Class B
     Liberty Group Common Stock of AT&T Corp., subject to TCI's right to adjust
     the foregoing exchange ratios for the Series A and Series B TCI Ventures
     Group Common Stocks as it deems appropriate to reflect the relative values
     of the TCI Ventures Group and the Liberty Media Group.  Both Class A and
     Class B Liberty Group Common Stock of AT&T Corp. to be issued in the merger
     transaction with AT&T Corp. will be newly authorized classes of common
     stock of AT&T Corp. which will be intended to reflect the separate      

                                       5
<PAGE>
 
     
     performance of the businesses and assets attributed to the combined Liberty
     Media Group and TCI Ventures Group.  See "--Assets and Business of Combined
     Liberty Media Group and TCI Ventures Group Following the AT&T Merger"
     below.      
    
     In general, the merger agreement with AT&T Corp. provides that the holders
of shares of Class A Liberty Group Common Stock of AT&T Corp. and holders of
shares of Class B Liberty Group Common Stock of AT&T Corp. will vote together as
a single class with the holders of shares of AT&T Common Stock on all matters
presented to such stockholders.  Holders of  Class A Liberty Group Common Stock
of AT&T Corp. will be entitled to 1/10 of a vote for each share of such stock
held, holders of Class B Liberty Group Common Stock of AT&T Corp. will be
entitled to one vote for each share of such stock held and holders of AT&T
Common Stock will be entitled to one vote for each share of such stock held.
         
     Assets and Business of the Combined Liberty Media Group and TCI Ventures
Group Following the AT&T Merger      
    
     Following the merger transaction with AT&T Corp., the combined Liberty
Media Group and TCI Ventures Group will comprise the corporations, partnerships
and other entities and interests which, at the time of the merger transaction
with AT&T Corp., comprise such combined group or, if the combination of such
groups has not occurred, the Liberty Media Group and the TCI Ventures Group.
Pursuant to the merger agreement with AT&T Corp., prior to, and conditional
upon, the closing of the merger transaction with AT&T Corp., certain assets
currently attributed to the TCI Ventures Group (including, among others, the
shares of AT&T Common Stock received in the merger of AT&T Corp. and Teleport
Communications Group, Inc., the stock of At Home Corporation, the assets of, or
outstanding equity interests in, the National Digital Television Center, Inc.
and the equity interests in Western Tele-Communications, Inc.) will be
transferred to the TCI Group or attributed to the TCI Group in exchange for
approximately $5.5 billion in cash.  Certain other transfers of assets among
TCI's groups will also occur.  In addition, upon consummation of the merger
transaction with AT&T Corp., the combined Liberty Media Group and TCI Ventures
Group will become entitled to the benefit of all the net operating loss
carryforwards possessed by TCI as of the date of the merger transaction with
AT&T Corp. (which TCI anticipates to be approximately $1.6 billion at September
30, 1998).      
    
     After giving effect to such transfers, the combined Liberty Media Group and
TCI Ventures Group will be engaged in four principal lines of business:      
         
     (1)  production, acquisition and distribution through all available formats
          and media of      

                                       6
<PAGE>
 
          branded entertainment, educational and informational programming and
          software, including multimedia products;
         
     (2)  electronic retailing, direct marketing, advertising sales relating to
          programming services, infomercials and transaction processing;      
         
     (3)  international cable distribution and satellite distributed programming
          services; and      
         
     (4)  various investments in telecommunications products, services and
          technologies.      
    
     Operations and Management of the Combined Liberty Media Group and TCI
Ventures Group Following the AT&T Merger      
    
     Following the merger transaction with AT&T Corp., AT&T Corp. will own 100%
of the businesses and assets that comprise the combined Liberty Media Group and
TCI Ventures Group. However, the day-to-day management of the businesses of the
combined Liberty Media Group and TCI Ventures Group will remain independent of
AT&T Corp.'s management.  The merger agreement with AT&T Corp. provides that the
combined Liberty Media Group and TCI Ventures Group will continue to be managed
by certain members of TCI's management who currently manage the businesses of
the Liberty Media Group and the TCI Ventures Group.  In addition, the merger
agreement with AT&T Corp. contemplates the execution of certain agreements at
the effective time of the merger transaction with AT&T Corp. which will, among
other things,      
         
     (1)  provide preferred vendor status to the combined Liberty Media Group
          and TCI Ventures Group for digital basic distribution on AT&T Corp.'s
          systems of new programming services created by the combined Liberty
          Media Group and TCI Ventures Group and its affiliates,      
         
     (2)  provide for a renewal of existing affiliation agreements of the
          combined Liberty Media Group and TCI Ventures Group and its
          affiliates, and      
         
     (3)  provide interactive video services to the combined Liberty Media Group
          and TCI Ventures Group.      

     Conditions to the AT&T Merger
    
     Consummation of the merger transaction with AT&T Corp. is subject to the
satisfaction or, where permissible, waiver of a number of customary conditions
to closing, including but not limited to,      
         
     (1)  the separate approvals of the stockholders of AT&T Corp. and TCI, 
     
         
     (2)  receipt of all necessary governmental consents and approvals,
          including consent of      

                                       7
<PAGE>
 
          the Federal Communications Commission, and
         
     (3)  absence of any effective injunction or similar order preventing
          consummation of the transactions contemplated by the merger agreement
          with AT&T Corp.      
    
Meetings of TCI's and AT&T Corp.'s stockholders to approve the merger
transaction with AT&T Corp. are scheduled to be held on February 17, 1999.
There can be no assurance that all of the conditions to closing the merger
transaction with AT&T Corp. will be satisfied or that the merger transaction
with AT&T Corp. will ultimately be consummated.      

                              SELLING STOCKHOLDERS
    
     The selling stockholders under this prospectus are Merrill Lynch
International, LB I Group Inc., Lehman Brothers Finance S.A. and Toronto
Dominion (New York), Inc. and their successors and assigns.  Transferees of
shares covered by this prospectus from such selling stockholders and persons
that acquire interests in the equity swap transactions discussed herein are also
selling stockholders under this prospectus.      
    
     TCI has entered into separate equity swap transactions with each of Merrill
Lynch International, Lehman Brothers Finance S.A. and Toronto Dominion (New
York), Inc. with respect to shares of Series A TCI Ventures Group Common Stock.
Pursuant to or in connection with those equity swap  transactions, the selling
stockholders under this prospectus acquired, or may in the future acquire,
shares of Series A TCI Ventures Group Common Stock which are "restricted
securities" (as that term is defined in Rule 144(a)(3) under the Securities Act
of 1933).  Shares of Series A TCI Ventures Group Common Stock that are
restricted securities may not be transferred unless they are registered under
the Securities Act of 1933 or an exemption from registration is available.  In
connection with the foregoing equity swap transactions, TCI entered into
separate registration rights agreements with Merrill Lynch, Pierce, Fenner &
Smith Incorporated, an affiliate of Merrill Lynch International, and LB I Group
Inc., copies of which are incorporated by reference as exhibits to the
registration statement of which this prospectus comprises a part.  See "Where
You Can Find More Information."  Toronto Dominion (New York), Inc. also has
rights under LB I Group Inc.'s registration rights agreement.  Pursuant to the
registration rights agreements TCI has agreed, for the benefit of the selling
stockholders under this prospectus, to register the resale from time to time by
the selling stockholders under this prospectus of shares of Series A TCI
Ventures Group Common Stock acquired pursuant to or in connection with the
equity swap transactions.  Pursuant to the registration rights agreements, TCI
has agreed to keep the registration statement continuously effective under the
Securities Act of 1933 until the later of:      

                                       8
<PAGE>
 
         
     (1) the final settlement of all amounts due to each of the selling
         stockholders under this prospectus from TCI in connection with the
         equity swap transactions and     
         
     (2)  the sale of all shares of Series A TCI Ventures Group Common Stock
          held by the selling stockholders under this prospectus which were
          acquired pursuant to or in connection with the equity swap
          transactions.      
    
     TCI has agreed to indemnify the selling stockholders under this prospectus
against certain liabilities that may arise in connection with any offer and sale
of the shares of Series A TCI Ventures Group Common Stock, including liabilities
under the Securities Act of 1933, and to contribute to payments that the selling
stockholders under this prospectus may be required to make in respect thereof.
         
     In connection with the equity swap transactions, each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, LB I Group Inc. and Toronto Dominion (New
York), Inc. have agreed to vote or cause to be voted all shares of Series A TCI
Ventures Group Common Stock acquired by them in connection with the equity swap
transactions on any matter submitted for a vote of holders of such stock in such
proportion as is equal to the proportion of votes cast in favor of and against
such matter by all other holders of such stock (other than holders who are
officers or directors of TCI).      
    
     As of January 21, 1999, the selling stockholders under this prospectus
owned the shares of Series A TCI Ventures Group Common Stock set forth in the
table below.  The table also sets forth, for each selling stockholder, the
percentage of the outstanding shares of Series A TCI Ventures Group Common Stock
that the number of shares owned by that selling stockholder represent and the
maximum number of shares of Series A TCI Ventures Group Common Stock to be
offered by that selling stockholder pursuant to this prospectus.  To the extent
required, the name of the selling stockholder in connection with any particular
sale of shares of Series A TCI Ventures Group Common Stock, the number of shares
of Series A TCI Ventures Group Common Stock to be sold and the number and (if
one percent or more) the percentage of the outstanding shares of Series A TCI
Ventures Group Common Stock to be owned by such selling stockholder after
completion of any sales hereunder will be set forth in a supplement to this
prospectus to be attached to this prospectus.      

                                       9
<PAGE>
 
<TABLE>    
<CAPTION>
                                                                                                                  
                                                         Maximum Number of                                        
                                                         Shares of Series A                                       
                                 Shares of Series A      TCI Ventures Group                                       
                                 TCI Ventures Group         Common Stock                                   
Name of Selling Stockholder      Common Stock Owned     to be Offered Hereby    Percent of Class /(1)/    
- ------------------------------   ---------------------  ---------------------   ----------------------   
<S>                              <C>                    <C>                     <C> 
LB I Group Inc./(2)/                         0                1,462,930                     *
Lehman Brothers Finance                      0                                              *
 S.A./(2)/                                                              /(3)/
 
Merrill Lynch International          6,569,934 /(4)/          5,851,718 /(3)/               *
Toronto Dominion (New                5,597,762                4,425,962 /(3)/               *
 York), Inc.
</TABLE>     

- --------------------- 
*    Less than 1%
    
/(1)/  Based on 377,191,780 shares of Series A TCI Ventures Group Common Stock
       outstanding as of December 31, 1998 (which number does not include shares
       of Series A TCI Ventures Group Common Stock held in treasury or by
       subsidiaries of TCI)      
    
/(2)/  LB I Group Inc. and Lehman Brothers Finance S.A. are affiliated entities.
         
/(3)/  Lehman Brothers Finance S.A., Merrill Lynch International and Toronto
       Dominion (New York), Inc. may offer and sell pursuant to this prospectus
       an undetermined number of shares of Series A TCI Ventures Group Common
       Stock, if any, acquired from TCI pursuant to equity swap transactions
       between TCI and such selling stockholders, but in no event may the
       aggregate number of shares so sold by Lehman Brothers Finance S.A.,
       Merrill Lynch International and Toronto Dominion (New York), Inc.
       pursuant to this prospectus exceed 1,259,390 shares of Series A TCI
       Ventures Group Common Stock (as such number may be adjusted by stock
       splits, stock dividends or similar transactions).     

/(4)/  As of January 22, 1999.
    
     Except as described below or elsewhere in this prospectus or in any
prospectus supplement, neither TCI nor any of its affiliates has had any
material relationship with any selling stockholder under this prospectus within
the past three years.      
    
     Within the past three years:      
    
 (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated has acted as a
     principal underwriter in several public offerings of securities by
     subsidiaries of TCI and, in connection with rendering such services,
     Merrill Lynch,      

                                       10
<PAGE>
 
         
     Pierce, Fenner & Smith Incorporated received customary fees;      
     
 (2) Merrill Lynch International and/or its affiliates (including Merrill
     Lynch, Pierce, Fenner & Smith Incorporated) have entered into various swap
     transactions and related agreements with TCI having an aggregate notional
     amount of approximately $264.9 million, which notional amount as of
     February 1, 1999 was approximately $86.1 million; and      
     
 (3) Merrill Lynch International and/or its affiliates have entered into
     put transactions with TCI with respect to securities of TCI having an
     aggregate value of approximately $13.3 million.      
    
     Merrill Lynch, Pierce, Fenner & Smith Incorporated is currently acting as
financial advisor to TCI in connection with TCI's proposed merger with AT&T
Corp. for which Merrill Lynch, Pierce, Fenner & Smith Incorporated will receive
customary fees.  See "Recent Developments -- The AT&T Merger and the Combination
of the Liberty Media Group and the TCI Venture Group".      
    
     Within the past three years, Lehman Brothers Inc., an affiliate of LB I
Group Inc. and Lehman Brothers Finance S.A., has also acted as a principal
underwriter in several public offerings of securities by subsidiaries of TCI.
Lehman Brothers Inc. received customary fees in connection with rendering such
services.  LB I Group Inc. has entered into additional swap transactions with
TCI having an aggregate notional amount of approximately $874.9 million, which
notional amount as of February 1, 1999 was approximately $637.6 million.  On
June 16, 1997, each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and LB
I Group Inc. purchased $264,946,532 of TCI's common stock in connection with
equity swap transactions from the Estate of Bob Magness, the deceased former
Chairman of TCI.      
    
     Within the past three years Toronto Dominion (New York), Inc. and/or
affiliates thereof have:      
    
 (1) established existing credit facilities for TCI and its affiliates
     having an aggregate amount of approximately $672.8 million;      
    
 (2) entered into various swap transactions with TCI and its subsidiaries
     having an aggregate notional amount of approximately $689.4 million, which
     notional amount as of February 1, 1999 was approximately $573.25 million;
     and      
    
 (3) had established credit facilities for TCI's affiliates having an
     aggregate amount of approximately $192 million, which facilities have 
     

                                       11
<PAGE>
 
     since terminated.
    
     Any other material relationship between TCI or any of its affiliates, on
the one hand, and a selling stockholder under this prospectus, on the other,
within three years prior to the date of a sale by such selling stockholder
hereunder will be described in a prospectus supplement relating to such sale.
TCI has agreed to bear all costs and expenses of registering the shares covered
by this prospectus under the Securities Act of 1933 and state securities laws,
including registration fees, its legal and accounting fees and expenses and
costs relating to the printing and distribution of this prospectus. The selling
stockholders under this prospectus will be responsible for any underwriting
discounts, selling commissions or other compensation payable to underwriters,
agents, or broker-dealers, except that TCI has agreed to pay a commission of
$0.02 per share for shares covered by this prospectus sold in the Nasdaq
National Market pursuant to the equity swap transactions.      

                              PLAN OF DISTRIBUTION
    
     Any distribution of the shares covered by this prospectus by the selling
stockholders under this prospectus may be effected from time to time in one or
more of the following transactions:      
    
     (1)  through brokers, acting as agent in transactions (which may involve
          block transactions), in special offerings, in the over-the-counter
          market, or otherwise, at market prices obtainable at the time of sale,
          at prices related to such prevailing market prices, at negotiated
          prices or at fixed prices;      
    
     (2)  to dealers or underwriters who will acquire such shares for their own
          account and resell them in one or more transactions, including
          negotiated transactions, at a fixed public offering price or at
          varying prices determined at the time of sale (any public offering
          price and any discount or concessions allowed or reallowed or paid to
          other dealers may be changed from time to time);     
    
     (3)  directly or  through brokers or agents in private sales at negotiated
          prices;      
    
     (4)  to lenders pledged as collateral to secure loans, credit or other
          financing arrangements and any subsequent foreclosure, if any,
          thereunder; or      
    
     (5)  by any other legally available means.      
    
     Also, offers to purchase shares covered by this prospectus may be solicited
by agents designated by the selling stockholders under this prospectus from time
to time. Dealers, underwriters or agents participating in an offering made
pursuant to this prospectus and the registration statement of which this
prospectus comprises a part (as each may be amended or supplemented from time to
time) may receive underwriting discounts or commissions under the Securities Act
of 1933 and discounts or     
                                       12
<PAGE>
 
concessions may be allowed or reallowed or paid to dealers, and brokers or
agents participating in such transactions may receive brokerage or agent's
commissions or fees.
    
      TCI has been advised by each selling stockholder under this prospectus
that it has not, as of the date of this prospectus, entered into any arrangement
with an underwriter, agent or broker-dealer for the sale of the shares covered
by this prospectus.      
    
      The selling stockholders under this prospectus may also sell all or a
portion of the shares covered by this prospectus pursuant to Rule 144
promulgated under the Securities Act of 1933, to the extent that such sales may
be made in compliance with such Rule.      
    
     The selling stockholders under this prospectus and any agents or broker-
dealers that participate with the selling stockholders in the distribution of
any of the shares covered by this prospectus may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, and any discount or commission
received by them and any profit on the resale of shares covered by this
prospectus purchased by them may be deemed to be underwriting discounts or
commissions under the Securities Act of 1933.      
    
      In connection with a sale of shares covered by this prospectus, the
following information will, to the extent then required, be provided in the
prospectus supplement relating to such sale:  the number of shares to be sold,
the purchase price, the public offering price, if applicable, the name of any
underwriter, agent or broker-dealer, and any applicable commissions, discounts
or other items constituting compensation to such underwriters, agents or broker-
dealers with respect to the particular sale.      

                                 VALIDITY OF SHARES
    
     On behalf of TCI, Stephen M. Brett, Esq., Executive Vice President and
General Counsel of TCI, will pass upon the validity of the shares covered by
this prospectus.      

                                    EXPERTS

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

                                       13
<PAGE>
 
     The combined balance sheets of TCI Group as of December 31, 1997 and 1996,
and the related combined statements of operations, equity (deficit), and cash
flows for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., have
been incorporated by reference herein in reliance upon the report, dated March
20, 1998, of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.  The report of KPMG LLP covering the combined financial statements
above refers to the effects of not consolidating the TCI Group's interest in the
Liberty Media Group and the TCI Ventures Group for all periods that the TCI
Group has an interest in the Liberty Media Group and the TCI Ventures Group.

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

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

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

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

                                       14
<PAGE>
 
herein, and upon the authority of said firm as experts in accounting and
auditing.

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

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

                                       15
<PAGE>
 
================================================================================
    
     The Company has not authorized any person to make a statement or to provide
information that differs from what is in this prospectus and any prospectus
supplement.  If any person makes such a statement or provides such information,
you should not rely on it.  This prospectus and any prospectus supplement is not
an offer to sell nor is it seeking an offer to buy these securities in any state
in which such offer or sale is not permitted.  The information in this
prospectus and any prospectus supplement is complete and accurate as of its
date, but such information may change after such date.      


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



                               Table of Contents
<TABLE>   
<CAPTION>
                                         Page
                                         ----
<S>                                      <C>

Where You Can Find More Information.....  2
The Company.............................  3
Recent Developments.....................  4
Selling Stockholders....................  8
Plan of Distribution.................... 12
Validity of the Shares.................. 13
Experts................................. 13

</TABLE>     

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

                           Tele-Communications, Inc.


                        
                    Series A TCI Ventures Group Common Stock      



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


                                   Prospectus


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



                          ______________________, 1999

================================================================================
<PAGE>
 
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

<TABLE>
<S>                                                        <C> 
Registration Fee........................................   $90,462.94
Blue Sky Fees and Expenses (including counsel fees).....     2,000.00
Legal Fees and Expenses.................................    20,000.00
Accounting Fees and Expenses............................    25,000.00
Miscellaneous...........................................     1,000.00
                                                          -----------
Total...................................................  $138,462.94
                                                          ===========
</TABLE>

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

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

                                      II-1
<PAGE>
 
     2.   Indemnification.
          --------------- 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5         Opinion of Stephen M. Brett, Esq./*/

23.1      Consent of KPMG LLP.

23.2      Consent of KPMG LLP.

23.3      Consent of KPMG LLP.

23.4      Consent of KPMG LLP.

23.5      Consent of KPMG LLP.

23.6      Consent of KPMG Audit Plc.

23.7      Consent of KPMG LLP.

23.8      Consent of Deloitte & Touche LLP.

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

24        Powers of Attorney./*/

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

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

                                      II-4
<PAGE>
 
Item 17. UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                      II-5
<PAGE>
 
                                   SIGNATURES
    
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greenwood Village, State of Colorado,
on February 8, 1999.      


                         TELE-COMMUNICATIONS, INC.

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

                                      II-6
<PAGE>
 
         
    
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed by the following
persons (which persons constitute a majority of the Board of Directors) in the
capacities and on the dates indicated:      

<TABLE>     
<CAPTION> 

Signature                           Title                                    Date             
- ---------                           -----                                    ----             
<S>                                 <C>                                      <C>              
                                                                                              
              *                     Chairman of the Board,                   February 8, 1999
- -------------------------           Chief Executive Officer                                   
(John C. Malone)                    and Director                                              
                                    (Principal Executive                                      
                                    Officer)                                                  
                                                                                              
              *                     President, Chief Operating               February 8, 1999
- -------------------------           Officer and Director                                      
(Leo J. Hindery, Jr.)                                                                         
                                                                                              
              *                     Director                                 February 8, 1999
- -------------------------                                                                     
(Donne F. Fisher)                                                                             
                                                                                              
              *                     Director                                 February 8, 1999
- -------------------------                                                                     
(John W. Gallivan)                                                                            
                                                                                              
              *                     Director                                 February 8, 1999
- -------------------------                                                                     
(Paul Gould)                                                                                  
                                                                                              
              *                     Director                                 February 8, 1999
- -------------------------                                                                     
(Jerome H. Kern)                                                                              
                                                                                              
              *                     Director                                 February 8, 1999
- -------------------------                                                                     
(Kim Magness)                                                                                 
                                                                                              
              *                     Director                                 February 8, 1999
- -------------------------                                                                     
(Robert A. Naify)                                                                             
                                                                                              
              *                     Director                                 February 8, 1999 
- -------------------------
(J .C. Sparkman)

              *                     Senior Vice President and Treasurer      February 8, 1999
- -------------------------           (Principal Financial Officer)
(Bernard W. Schotters)

              *                     Executive Vice President of Finance      February 8, 1999
- -------------------------           and Accounting of TCI
(Ann M. Koets)                      Communications, Inc.
                                    (Principal Accounting Officer)

*By: /s/ Stephen M. Brett
    ________________________
      Stephen M. Brett
      Attorney-in-Fact
</TABLE>      

                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX


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

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

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

5         Opinion of Stephen M. Brett, Esq./*/

23.1      Consent of KPMG LLP.

23.2      Consent of KPMG LLP.

23.3      Consent of KPMG LLP.

23.4      Consent of KPMG LLP.

23.5      Consent of KPMG LLP.

23.6      Consent of KPMG Audit Plc.

23.7      Consent of KPMG LLP.

23.8      Consent of Deloitte & Touche LLP.

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

24        Powers of Attorney./*/

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

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

- --------------
/*/  Previously filed.

<PAGE>
 
                                                                    EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Tele-Communications, Inc.:
    
We consent to the incorporation by reference in amendment No. 1 to the
registration statement on Form S-3 (No. 333-71199) of Tele-Communications, Inc.
of our reports, dated March 20, 1998, except for note 19 which is as of January
6, 1999, relating to the consolidated balance sheets of Tele-Communications,
Inc. and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1997, and all
related financial statement schedules, which reports appear in the December 31,
1997 Annual Report on Form 10-K, as amended by Form 10K/A (Amendment No. 2), of
Tele-Communications, Inc., and to the reference to our firm under the heading
"Experts" in the registration statement. Our reports refer to a restatement of
the consolidated financial statements and the related financial statement
schedules as of December 31, 1997 and for the year then ended.     

                              KPMG LLP
Denver, Colorado
    
February 8, 1999      

<PAGE>
 
                                                                    EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Tele-Communications, Inc.:
    
We consent to the incorporation by reference in amendment No. 1 to the
registration statement on Form S-3 (No. 333-71199) of Tele-Communications, Inc.
of our report, dated March 20, 1998, relating to the combined balance sheets of
TCI Group as of December 31, 1997 and 1996, and the related combined statements
of operations, equity (deficit), and cash flows for each of the years in the
three-year period ended December 31, 1997, which report appears in the December
31, 1997 Annual Report on Form 10-K, as amended by Form 10-K/A (Amendment No.
2), of Tele-Communications Inc., and to the reference to our firm under the
heading "Experts" in the registration statement. Our report covering the
combined financial statements refers to the effects of not consolidating TCI
Group's interest in Liberty Media Group and the TCI Ventures Group for all
periods that TCI Group has an interest in Liberty Media Group and TCI Ventures
Group, respectively.     

                              KPMG LLP

Denver, Colorado
    
February 8, 1999      

<PAGE>
 
                                                                    EXHIBIT 23.3

                        CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Tele-Communications, Inc.:
    
We consent to the incorporation by reference in amendment No. 1 to the
registration statement on Form S-3 (No. 333-71199) of Tele-Communications, Inc.
of our report, dated March 20, 1998, except for notes 2 and 14 which are as of
September 14, 1998 and January 6, 1999, respectively, relating to the combined
balance sheets of Liberty/Ventures Group as of December 31, 1997 and 1996, and
the related combined statements of operations, equity, and cash flows for each
of the years in the three-year period ended December 31, 1997, which report
appears in the Current Report on Form 8-K, as amended by Form 8-K/A (Amendment
No. 1), of Tele-Communications, Inc., dated January 7, 1999, and to the
reference to our firm under the heading "Experts" in the registration statement.
Our report refers to a restatement of the combined financial statements as of
December 31, 1997 and for the year then ended.    
 
                              KPMG LLP

Denver, Colorado
    
February 8, 1999      

<PAGE>
 
                                                                    EXHIBIT 23.4

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Tele-Communications, Inc.:
    
We consent to the incorporation by reference in amendment No. 1 to the
registration statement on Form S-3 (No. 333-71199) of Tele-Communications, Inc.
of our report, dated March 20, 1998, relating to the combined balance sheets of
Liberty Media Group as of December 31, 1997 and 1996, and the related combined
statements of operations, equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, which report appears in the December
31, 1997 Annual Report on Form 10-K, as amended by Form 10-K/A (Amendment No.
2), of Tele-Communications, Inc., and to the reference to our firm under the
heading "Experts" in the registration statement.       

                              KPMG LLP

Denver, Colorado
    
February 8, 1999      

<PAGE>
 
                                                                    EXHIBIT 23.5
    
                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Tele-Communications, Inc.:
    
We consent to the incorporation by reference in amendment no. 1 to the
registration statement on Form S-3 (No. 333-71199) of Tele-Communications, Inc.
of our report, dated March 20, 1998, except for note 18 which is as of January
6, 1999, relating to the combined balance sheets of TCI Ventures Group as of
December 31, 1997 and 1996, and the related combined statements of operations,
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, which report appears in the December 31, 1997 Annual Report
on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of Tele-
Communications, Inc., and to the reference to our firm under the heading
"Experts" in the registration statement. Our report refers to a restatement of
the combined financial statements as of December 31, 1997 and for the year then
ended.     
                              KPMG LLP

Denver, Colorado
    
February 8, 1999      

<PAGE>
 
                                                                    EXHIBIT 23.6

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors and Shareholders
Telewest Communications plc:
    
We consent to the incorporation by reference in amendment no. 1 to the
registration statement on Form S-3 (No. 333-71199) of Tele-Communications, Inc.
of our report, dated March 19, 1998, relating to the consolidated balance sheet
of Telewest Communications plc and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of operations and cash flows for
each of the years in the three-year period ended December 31, 1997, which report
appears in the December 31, 1997 Annual Report on Form 10-K, as amended by Form
10-K/A (Amendment No. 2), of Tele-Communications, Inc., and to the reference to
our firm under the heading "Experts" in the registration statement.     

                              KPMG Audit Plc
                              Chartered Accountants
                              Registered Auditors

London, England
    
February 8, 1999      

<PAGE>
 
                                                                    EXHIBIT 23.7

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Cablevision Systems Corporation:
    
We consent to the incorporation by reference in amendment No. 1 to the
registration statement on Form S-3 (No. 333-71199) of Tele-Communications, Inc.
of our report, dated April 1, 1997, relating to the consolidated balance sheets
of Cablevision Systems Corporation and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of operations, stockholders'
deficiency and cash flows for each of the years in the three-year period ended
December 31, 1996, and the related financial statement schedule, which reports
appear in the Current Report on Form 8-K, as amended by Form 8-K/A (Amendment
No. 2), of Tele-Communications, Inc., dated March 6, 1998, and to the reference
to our firm under the heading "Experts" in the registration statement.     

                              KPMG LLP

Melville, New York
    
February 8, 1999      

<PAGE>
 
                                                                    EXHIBIT 23.8

                         INDEPENDENT AUDITORS' CONSENT

    
We consent to the incorporation by reference in Amendment No. 1 of Registration
Statement (No. 333-71199) of Tele-Communications, Inc. on Form S-3 of our report
dated February 3, 1998, on the consolidated financial statements of Sprint
Spectrum Holding Company, L.P. and subsidiaries (which expresses an unqualified
opinion and includes an explanatory paragraph referring to the emergence from
the development stage of Sprint Spectrum Holding Company, L.P. and subsidiaries)
appearing in the Annual Report on Form 10-K, as amended by Form 10-K/A
(Amendment No. 2), of Tele-Communications, Inc. for the year ended December 31,
1997, and to the reference to us under the heading "Experts" in this Prospectus,
which is part of this Registration Statement .     

                              Deloitte & Touche LLP

Kansas City, Missouri
    
February 8, 1999      



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