<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1994
Registration No. 33-43009
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ON
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_________________________
TCI COMMUNICATIONS, INC.
(formerly Tele-Communications, Inc.)
(Exact name of registrant as specified in its charter)
DELAWARE 84-0588868
(State of incorporation) (I.R.S. Employer Identification No.)
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
(303) 267-5500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
______________________________________
UNITED ARTISTS ENTERTAINMENT COMPANY
1988 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
_____________________________________
AMENDED AND RESTATED
UNITED ARTISTS COMMUNICATIONS, INC.
1983 STOCK OPTION PLAN
(Full title of the plan)
____________________________________
Stephen M. Brett, Esq.
TCI 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)
___________________________
Copy to:
Elizabeth M. Markowski, Esq.
Baker & Botts, L.L.P.
885 Third Avenue
New York, New York 10022-4834
____________________________
Withdrawing Class A Common Stock from Registration
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Pursuant to undertaking No. 3 of Item 9 of the Registrant's
Registration Statement on Form S-4 (File No. 33-43009) (with all amendments
thereto, the "Registration Statement") declared effective by the Securities and
Exchange Commission on September 27, 1991, the Registrant files this
Post-Effective Amendment No. 2 to the Registration Statement for the purpose of
withdrawing from registration all shares of Class A Common Stock, $1.00 par
value, of the Registrant previously registered under the Registration Statement
pursuant to Post-Effective Amendment No. 1 thereto and not issued prior to the
termination of the Registrant's offering of such shares under the Registration
Statement.
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-8 and has duly
caused this Post-Effective 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 October 28, 1994.
TCI COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
___________________________
Name: Stephen M. Brett
Title: Senior Vice President
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bob Magness Chairman of the Board and Director October 28, 1994
- ---------------
Bob Magness
/s/ John C. Malone President and Director (Principal October 28, 1994
- ------------------ Executive Officer)
John C. Malone
/s/ Donne F. Fisher Executive Vice President and Director October 28, 1994
- ------------------- (Principal Financial and Accounting Officer)
Donne F. Fisher
</TABLE>
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