<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1994
Registration No. 2-96706
____________________________________________________________________________
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
__________________________
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)
______________________________________
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
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Pursuant to undertaking No. 3 of Item 17 of the Registrant's
Registration Statement on Form S-3 (File No. 2-96706) (with all amendments
thereto, the "Registration Statement") declared effective by the Securities and
Exchange Commission on April 4, 1985, the Registrant files this Post-Effective
Amendment 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 and not sold
prior to the termination of the 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-3 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
II-1
<PAGE> 3
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>
II-2
