SECURITIES AND EXCHANGE COMMISSION
			  Washington, D.C. 20549


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			     AMENDMENT NO. 12

				    to

			      SCHEDULE 13E-3

	Rule 13e-3 Transaction Statement (Pursuant to Section 13(e)
		  of the Securities Exchange Act of 1934)

				 QVC, INC.
			     (Name of Issuer)

				 QVC, INC.
		      QVC PROGRAMMING HOLDINGS, INC.
			    COMCAST CORPORATION
			 TELE-COMMUNICATIONS, INC.
		   (Name of Person(s) Filing Statement)

		  Common Stock, $.01 par value per share
		      (Title of Class of Securities)

				747262 10 3
		   (CUSIP Number of Class of Securities)



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


   Neal S. Grabell           Stanley L. Wang            Stephen M. Brett
      QVC, Inc.            Comcast Corporation      Tele-Communications, Inc.
1365 Enterprise Drive       1500 Market Street          5619 DTC Parkway
West Chester, PA 19380    Philadelphia, PA 19102       Englewood, CO 80111
    (610) 701-1000            (215) 665-1700             (303) 267-5500


   (Name, Address and Telephone Number of Persons Authorized to Receive
    Notices and Communications on Behalf of Person(s) Filing Statement)


				Copies to:


       Pamela S. Seymon            Dennis S. Hersch      Frederick H. McGrath
Wachtell, Lipton, Rosen & Katz   Davis Polk & Wardwell   Baker & Botts, L.L.P.
     51 West 52nd Street         450 Lexington Avenue      885 Third Avenue
      New York, NY 10019          New York, NY 10017      New York, NY 10022
	(212) 403-1000              (212) 450-4000          (212) 705-5000





			      August 11, 1994

		    (Date Tender Offer First Published,
		     Sent or Given to Securityholders)




	    QVC Programming Holdings, Inc., Comcast Corporation,
Tele-Communications, Inc. and QVC, Inc. hereby amend and supplement their Rule
13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and
Exchange Commission on August 11, 1994 (as previously amended and supplemented
the "Schedule 13E-3"), with respect to Bidders' Offer to Purchase for cash all
outstanding shares of Common Stock and Preferred Stock of QVC.

	    Information contained in the Schedule 13E-3 as hereby amended and
supplemented with respect to Comcast, Liberty, TCI, the Purchaser and the
Company and their respective executive officers, directors and controlling
persons is given solely by such person, and no other person has responsibility
for the accuracy or completeness of information supplied by such other persons.

	    Capitalized terms used but not defined herein shall have the
meaning assigned to them in the Schedule 13E-3.

Item 4.   Terms of the Transaction.

	    The answer to Items 10(c) and 10(f) of Amendment No. 12 to the
Schedule 14D-1 is incorporated herein by reference.

Item 6.   Source and Amount of Funds or Other Consideration.

	    (a) and (c)  The answer to Items 4(a) and 4(b) of Amendment No. 12
to the Schedule 14D-1 is incorporated herein by reference.

Item 16.  Additional Information.

	    The answer to Items 10(c) and 10(f) of Amendment No. 12 to the
Schedule 14D-1 is incorporated herein by reference.

Item 17.  Material to be Filed as Exhibits.

	    (d)(17) -- Text of Press Release issued by Comcast and TCI on
December 5, 1994.(*)


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     *Incorporated by reference to Amendment No.12 to the Schedule 14D-1.


				   SIGNATURE


	    After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated: December 7, 1994




				    QVC, INC.


				    By:   /s/  NEAL S. GRABELL
					  Name: Neal S. Grabell
					  Title: Senior Vice President,
						      General Counsel and
						      Corporate Secretary


				    QVC PROGRAMMING HOLDINGS, INC.


				    By:  /s/  JULIAN A. BRODSKY
				       ----------------------------------
					  Name: Julian A. Brodsky
					  Title: Vice Chairman



				    COMCAST CORPORATION


				    By:  /s/  JULIAN A. BRODSKY
				       ----------------------------------
					  Name: Julian A. Brodsky
					  Title: Vice Chairman


				    TELE-COMMUNICATIONS, INC.


				    By:  /s/  STEPHEN M. BRETT
				       ----------------------------------
					  Name: Stephen M. Brett
					  Title: Executive Vice
						      President


				 EXHIBIT INDEX


   Exhibit                                                     Sequentially
   Number                  Description                         Numbered Page

   (d)(17)           Text of Press Release issued by Comcast and TCI on
		     December 5, 1994.(*)

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     *Incorporated by reference to Amendment No.12 to the Schedule 14D-1.