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 and April 
18, 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)
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        The following Selling Stockholder 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 May 22, 1996 Marshall Naify sold 100,000 shares of TCOMA at 
        $18.75 per share and $25,000 shares of LBTYA at $29.1875 per share. On
        May 23, 1996 Marshall Naify sold 26,000 shares of TCOMA at $18.75 per
        share, 24,000 shares of TCOMA at $18.875 per share, 6,000 shares of
        LBTYA at $29.25 per share, 6,000 shares of LBTYA at $29.125 per share
        and 500 shares of LBTYA at $29.375 per share.

        All 150,000 shares of TCOMA and 37,500 shares of LBTYA were sold by 
Marshall Naify 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 12,262,214 shares of TCOMA and 3,064,281 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 2.06% of
the outstanding shares of TCOMA and approximately 2.06% of the outstanding
shares of LBTYA.

        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 May 28, 1996.