Filed pursuant to Rule 424(b)(3)
                                                       Registration No. 33-65493
PROSPECTUS SUPPLEMENT
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(TO PROSPECTUS DATED JANUARY 22, 1996)
(as supplemented by Prospectus Supplements dated February 28, 1996, April 18, 
1996, May 28, 1996, June 5, 1996, June 17, 1996, June 20, 1996 and June 25, 
1996)

                           TELE-COMMUNICATIONS, INC.

           TELE-COMMUNICATIONS, INC. SERIES A TCI GROUP COMMON STOCK
                               ($1.00 PAR VALUE)

      TELE-COMMUNICATIONS, INC. SERIES A LIBERTY MEDIA GROUP COMMON STOCK
                               ($1.00 PAR VALUE)
                               -----------------

        The following Selling Stockholders sold shares of the Company's 
Tele-Communications, Inc. Series A TCI Group Common Stock ("TCOMA") and 
Tele-Communications, Inc. Series A Liberty Media Group Common Stock ("LBTYA") on
the dates, in the amounts and at the prices set forth below:

                On June 25, 1996 Marshall Naify sold 150,000 shares of TCOMA at
        $18.125 per share and 37,500 shares of LBTYA at $27.875 per share. On
        June 26, 1996 Marshall Naify sold 100,000 shares of TCOMA $18.125 per
        share and 25,000 shares of LBTYA at $27.875 per share. On June 27, 1996
        Michael S. Naify sold 10,000 shares of TCOMA at $18.125 per share and
        2,500 shares of LBTYA at $27.375 per share.

        All 260,000 shares of TCOMA and 65,000 shares of LBTYA were sold by the 
selling stockholders mentioned above to Montgomery Securities, as principal.  No
commission or other compensation was paid to Montgomery Securities in connection
with such sales.

        Immediately following the sales described above, Marshall Naify
beneficially owned 11,432,213 shares of TCOMA and 2,856,781 shares of LBTYA
which are either held outright or in brokerage accounts or are issuable upon the
conversion of certain Notes, and which shares represent approximately 1.92% of
the outstanding shares of TCOMA and approximately 1.92% of the outstanding
shares of LBTYA. The share numbers in the preceding sentence do not include (a)
229,996 shares of TCOMA and 57,499 shares of LBTYA issuable upon conversion of
Notes owned of record by Marshall Naify as sole trustee under the Michael S.
Naify 1963 Trust and (b) approximately 103,588 shares of TCOMA and 27,149 shares
of LBTYA held in the United Artists, Inc. Employee Stock Ownership Plan for the
benefit of Marshall Naify. Immediately following the sales described above,
Michael S. Naify beneficially owned 148,585 shares of TCOMA and 37,146 shares of
LBTYA which are issuable upon the conversion of certain Notes and which
represent less than one percent of the outstanding shares of TCOMA and LBTYA
respectively. The share numbers in the preceding sentence do not include (a)
229,996 shares of TCOMA and 57,499 shares of LBTYA issuable upon conversion of
Notes owned of record by Marshall Naify as sole trustee under the Michael S.
Naify 1963 Trust and (b) 109,328 shares of TCOMA and 27,332 shares of LBTYA
issuable upon conversion of Notes owned of record by John M. Sherwood as trustee
under the Michael S. Naify 1981 Trust.

        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.

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            The date of this Prospectus Supplement is June 28, 1996