<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1994
Registration No. 33-51104
________________________________________________________________________________
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 from Registration Class A Common Stock
issuable upon conversion of Notes
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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. 33-51104) (with all amendments
thereto, the "Registration Statement") declared effective by the Securities and
Exchange Commission on November 6, 1992, 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 issued 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
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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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