1
 
                                          RULE 424(B)(3)
                                          REGISTRATION STATEMENT NO. 33-51104
 
PROSPECTUS SUPPLEMENT
 
(TO PROSPECTUS DATED NOVEMBER 6, 1992)
(As Supplemented by Prospectus Supplements dated January 19, 1993, January 25,
1993, January 27, 1993, February 3, 1993, February 10, 1993, March 3, 1993, July
12, 1993, August 16, 1993, August 18, 1993, September 3, 1993, and September 7,
1993)
 
                           TELE-COMMUNICATIONS, INC.

                              CLASS A COMMON STOCK
                               ($1.00 PAR VALUE)
 
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     The following Selling Stockholder(s) sold shares of the Company's Class A
Common Stock on the date(s), in the amount(s) and at the price(s) set forth in
the table below. The following table also provides the number and the percentage
(if one percent or more) of the outstanding shares of Class A Common Stock owned
beneficially by such Selling Stockholder(s) immediately after such sale.
 


                                             PRICE
    SELLING          DATE       SHARES        PER       NO. OF SHARES     PERCENTAGE
  STOCKHOLDER       OF SALE      SOLD        SHARE        REMAINING        OF CLASS
- ---------------     -------     -------     -------     -------------     ----------
                                                             
Marshall Naify      7/19/94     100,000     $20.750      14,324,351         3.55
                    7/19/94      40,000     $20.875      14,284,351         3.54
                    7/20/94     110,000     $20.875      14,174,351         3.51
                    7/20/94      50,000     $21.000      14,124,351         3.50
                    7/20/94      50,000     $21.000      14,074,351         3.48
                    7/21/94      80,000     $21.000      13,994,351         3.46
                    7/21/94     160,000     $21.250      13,834,351         3.43
                    7/21/94      50,000     $21.500      13,784,351         3.41

 
     590,000 Shares of Class A Common Stock were sold by the Selling Stockholder
named above to Bear, Stearns & Co., Inc., as principal, and 50,000 shares were
sold to Morgan Stanley & Co. Incorporated as principal. No commission or other
compensation was paid to Bear, Stearns & Co., Inc., or to Morgan Stanley & Co.
Incorporated in connection with such sales.
 
     On February 1, 1993, the Company redeemed all of the outstanding shares of
the Company's Compounding Preferred Stock for a price of $19.25 per share plus
all unpaid dividends accrued thereon to the redemption date.
 
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     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                          ---------------------------
 
            The date of this Prospectus Supplement is July 22, 1994