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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder


                          TELE-COMMUNICATIONS, INC.                          
                 (Exact name of issuer as specified in charter)

                  5619 DTC Parkway, Englewood, Colorado 80111                
                    (Address of principal executive offices)

Issuer's telephone number, including area code:  (303) 267-5500


         I.      CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

1.       Title of security:  Liquid Yield Option(TM) Notes due 2008 (Zero
         Coupon - Subordinated)

2.       Number of shares outstanding before the change:  $406,314,163.95
         aggregate accreted value of the Notes to the date of redemption

3.       Number of shares outstanding after the change:  -0-

4.       Effective date of change:  November 29, 1993

5.       Method of change:  Redemption

Give brief description of transaction:  On October 28, 1993, the Issuer called
for redemption all of its remaining Liquid Yield Option(TM) Notes.  In
connection with such call for redemption, Notes aggregating $405,856,721.56
were converted into shares of the Issuer's Class A Common Stock and Notes
aggregating $457,442.39 were redeemed.

         II.     CHANGE IN NAME OF ISSUER

                     (Not applicable)



Date: April 22, 1994                       By: /s/ STEPHEN M. BRETT
                                               Senior Vice President and
                                                 General Counsel