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                                                                    EXHIBIT 10.2


                  1997 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

                                      OF

                       TCI SATELLITE ENTERTAINMENT, INC.



         1. Purpose of the Plan. This Nonemployee Director Stock Option Plan
(the "Plan") is intended as an incentive to retain and attract persons of
training, experience and ability to serve as independent directors on the Board
of Directors of TCI Satellite Entertainment, Inc., a Delaware corporation (the
"Company"), to encourage the sense of proprietorship of such persons and to
stimulate the active interest of such persons in the development and financial
success of the Company. It is further intended that the options granted pursuant
to this Plan (the "Options") will be nonqualified options within the meaning of
Section 83 of the Internal Revenue Code of 1986, as amended (the "Code").

         2. Effective Date. This Plan shall be effective as of the date (the
"Effective Date") it was approved by the Board of Directors of the Company;
provided however, that all options granted pursuant to this Plan are subject to
the approval of the Plan by the stockholders of the Company.

         3. Designation of Participants; Automatic Grant of Options. Each
director of the Company who is not an employee of the Company or any Subsidiary
(as hereinafter defined) of the Company (any such director being hereinafter
referred to as a "Nonemployee Director") shall be granted Options as described
hereunder. Each Nonemployee Director who is a director as of the Effective Date
shall automatically be granted Options to purchase 50,000 shares of the Series A
Common Stock of the Company (the "Common Stock") at the Effective Date.
Thereafter, each individual who becomes a Nonemployee Director shall
automatically be granted Options to purchase 50,000 shares of Common Stock
(subject to adjustment as provided in Paragraph 10) on the date such person
first becomes a Nonemployee Director. Notwithstanding the foregoing, in the case
of any grant of Options made on a date subsequent to the Effective Date, such
grant shall only be made if the number of shares then subject to future grant
under this Plan is sufficient to make all automatic grants required to be made
pursuant to this Plan on such date of grant. As used herein, the term
"Subsidiary" of the Company means any present or future subsidiary (as defined
in Section 424(f) of the Code) of the Company, or any business entity in which
the Company owns, directly or indirectly, 50% or more of the voting, capital or
profits interests. An entity shall be deemed a subsidiary of the Company for
purposes of this definition only for such periods as the requisite ownership or
control relationship is maintained.

         4. Option Agreement. Each Option granted hereunder shall be embodied in
a written option agreement ("Option Agreement"), which shall be subject to the
terms and conditions set forth above and shall be signed by the Optionee (as
hereinafter defined) and by the 

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Chief Executive Officer, the Chief Operating Officer, or any Vice President of
the Company for and on behalf of the Company. As used herein, the term
"Optionee" means any Nonemployee Director to whom Options are granted hereunder.

         5.  Common Stock Reserved for the Plan. Subject to adjustment as
provided in Paragraph 10 hereof, a total of 500,000 shares of Common Stock shall
be reserved for issuance upon the exercise of Options granted pursuant to this
Plan. The Board of Directors and the appropriate officers of the Company shall
from time to time take whatever actions are necessary to execute, acknowledge,
file and deliver any documents required to be filed with or delivered to any
governmental authority or any stock exchange or transaction reporting system on
which shares of Common Stock are listed or quoted in order to make shares of
Common Stock available for issuance to an Optionee pursuant to this Plan. Common
Stock subject to Options that are forfeited or terminated or expire unexercised
shall immediately become re-available for the granting of Options hereunder, to
the extent that such forfeited, terminated or expired Options were unexercised
at the time of such forfeiture, termination or expiration and did not otherwise
result in the issuance of any shares of Common Stock to the Optionee or any
other person.

         6.  Option Price.

         (a) The purchase price of each share of Common Stock that is subject
to an Option granted pursuant to this Plan shall be the Fair Market Value (as
defined in Paragraph 6(b)) of such share of Common Stock on the date the Option
is granted.

         (b) The Fair Market Value of a share of Common Stock on a particular
date means the last sale price (or, if no last sale price is reported, the
average of the high bid and low asked prices) for a share of Common Stock, as
applicable, on such day (or, if such day is not a trading day, on the next
preceding trading day) as reported on the Nasdaq Stock Market or, if not
reported on the Nasdaq Stock Market, as quoted by the National Quotation Bureau
Incorporated, or if the Common Stock is listed on an exchange, on the principal
exchange on which the Common Stock is listed.

         7.  Option Period. Each Option granted pursuant to this Plan shall
terminate and be of no force and effect with respect to any shares of Common
Stock not purchased by the Optionee at 5 p.m., Denver, Colorado time, on the
earliest to occur of the following: (a) the day that immediately precedes the
tenth anniversary of the date upon which the Option is granted; (b) the first
business day following the expiration of the one-year period which begins on the
date upon which the Optionee ceases to be a Director for any reason other than
voluntary termination of Director status; or (c) the first business day
following the expiration of the three-month period which begins on the date upon
which the Optionee voluntarily terminates his Director status.

         8.  Exercise of Options.

         (a) Options granted pursuant to this Plan shall be exercisable, on a
cumulative basis, as follows:  (i) with respect to 20% of the total number of
shares of Common Stock 

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initially subject to any Option, such Option shall be exercisable on the first
anniversary of the date of grant; and (ii) with respect to the remaining shares
of Common Stock subject to any Option, such Option shall be exercisable with
respect to an additional 20% of the total number of shares initially subject
thereto as of the second, third, fourth and fifth anniversaries of the date of
the grant.

         (b) An Option may be exercised solely by the Optionee during his
lifetime or after his death by the person or persons entitled thereto under his
will or the laws of descent and distribution, subject to any enforceable
provisions of a QDRO as defined in Section 9 below.

         (c) In the event that, prior to the occurrence of any Change of
Control, an Optionee voluntarily ceases his status as a Director, an Option
granted to such Optionee may be exercised only to the extent such Option was
exercisable at the time he ceased to serve in such capacity.

         (d) In the event that an Optionee ceases to serve as a Director for
any reason other than voluntary termination of Director status, at a time when
an Option granted hereunder is still in force and unexpired under the terms of
Paragraph 7 hereof, the vesting and exercisability of each such unmatured Option
shall be accelerated.  Such acceleration shall be effective immediately prior to
the effective termination of Director status and each Option so accelerated
shall be exercisable in full for so long as it is still in force and unexpired
under the terms of Paragraph 7 hereof.

         (e) Upon the occurrence of a Change in Control, as defined in
Paragraph 10(c), the vesting and exercisability of all Options previously
granted and still in force and unexpired under the terms of Paragraph 7 hereof
shall be accelerated effective as of such Change in Control.

         (f) The purchase price of the shares as to which an Option is
exercised shall be paid in full at the time of the exercise.  The method or
methods of payment of the purchase price for the shares to be purchased upon
exercise of an Option shall be determined by the Board of Directors and may
consist of (i) cash, (ii) check, (iii) promissory note, (iv) whole shares of
Common Stock or of Series B Common Stock of the Company already owned by the
Optionee, (v) the withholding of shares of Common Stock issuable upon such
exercise of the Option, (vi) the delivery, together with a properly executed
exercise notice, of irrevocable instructions to a broker to deliver promptly to
the Company the amount of sale or loan proceeds required to pay the purchase
price, (vii) any combination of the foregoing methods of payment, or (viii) such
other consideration and method of payment as may be permitted for the issuance
of shares under the Delaware General Corporation Law.  The permitted method or
methods of payment of the amounts payable upon exercise of an Option, if other
than in cash, shall be set forth in the applicable Agreement and may be subject
to such conditions as the Board of Directors deems appropriate.  Without
limiting the generality of the foregoing, if an Optionee is permitted to elect
to have shares of Common Stock issuable upon exercise of an Option withheld to
pay all or any part of the amounts payable in connection with such exercise,
then the Board of Directors shall 

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have the sole discretion to approve or disapprove such election, which approval
or disapproval shall be given after such election is made. No holder of an
Option shall be, or have any of the rights or privileges of, a stockholder of
the Company in respect of any shares subject to any Option unless and until
certificates evidencing such shares shall have been issued by the Company to
such holder.

         9.   Assignability. No Option shall be assignable or otherwise
transferable except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order ("QDRO") as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder. Any
attempted assignment of an Option in violation of this Paragraph 9 shall be null
and void.

         10.  Adjustments.

         (a) The existence of outstanding Options shall not affect in any
manner the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred stock
or other debt or equity securities (whether or not such issue is prior to, on a
parity with or junior to the Common Stock) or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding of any kind, whether or not
of a character similar to that of the acts or proceedings enumerated above.

         (b) If the Company subdivides its outstanding shares of Common Stock
into a greater number of shares of Common Stock (by stock dividend, stock split,
reclassification or otherwise) or combines its outstanding shares of Common
Stock into a smaller number of shares of Common Stock (by reverse stock split,
reclassification or otherwise), or if the Board of Directors determines that any
stock dividend, extraordinary cash dividend, reclassification, recapitalization,
reorganization, split-up, spin-off, combination, merger, consolidation, exchange
of shares, warrants or rights offering to purchase Common Stock, or other
similar corporate event affects the Common Stock such that an adjustment is
required in order to preserve the benefits or potential benefits intended to be
made available under this Plan, then the Board of Directors shall, in its sole
discretion and in such manner as the Board of Directors may deem equitable and
appropriate, make such adjustments to any or all of (i) the number and kind of
shares reserved under this Plan, (ii) the number and kind of shares subject to
any outstanding Options, and (iii) the exercise price with respect to any
outstanding Options, provided, however, that the number of shares subject to any
Option shall always be a whole number.  The Board of Directors may, if deemed
appropriate, provide for a cash payment to any Optionee in connection with any
adjustment made pursuant to this Section 10(b).  In the event of a corporate
merger, consolidation, acquisition of property or stock, reorganization,
liquidation or similar transaction, the Board of Directors shall be authorized
to issue or assume stock options by means of substitution of new options for
previously issued 

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options or an assumption of previously issued options, or to make provision for
the acceleration of the exercisability of, or lapse of restrictions with respect
to, the termination of unexercised options in connection with such transaction.

          (c) An Option shall become fully exercisable upon a Change in
Control of the Company.  As used herein, "Change in Control" means the
occurrence of any of the following events: (i) after the Effective Date, any
person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation
or other entity (other than the Company, any Subsidiary, any employee benefit
plan sponsored by the Company or any Subsidiary, or any Controlling Person)
shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the then outstanding
securities of the Company ordinarily (and apart from rights accruing under
special circumstances) having the right to vote in the election of directors
(calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of
rights to acquire the Company's securities); (ii) the Company is a party to a
merger, consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority
of the Board of Directors thereafter; or (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the entire Board of Directors cease for any reason to constitute a majority
thereof unless the election, or the nomination for election, of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period.  For purposes
of this definition, "Controlling Person" means each of (a) the Chairman of the
Board, the President and each of the directors of the Company as of the
Effective Date of this Plan, (b) John C. Malone, (c) the respective family
members, estates and heirs of each of the persons referred to in clauses (a) and
(b) above, and of Bob Magness,  and any trust or other investment vehicle for
the primary benefit of the persons referred to in clauses (a) and (b) above, and
of Bob Magness, or their respective family members or heirs and (d) Kearns-
Tribune Corporation, a Delaware corporation.  As used with respect to any
person, the term "family member" means the spouse, siblings and lineal
descendants of such person.

          11. Purchase for Investment. Unless the Options and shares of Common
Stock covered by this Plan have been registered under the Securities Act of
1933, as amended, each person exercising an Option under this Plan may be
required by the Company to give a representation in writing in form and
substance satisfactory to the Company to the effect that he is acquiring such
shares for his own account for investment and not with a view to, or for sale in
connection with, the distribution of such shares or any part thereof.

          12. Taxes. The Company may make such provisions as it may deem
appropriate for the withholding of any taxes that it determines is required in
connection with any Options granted to any Optionee hereunder.

          13. Amendments or Termination. The Board of Directors of the Company
may amend, alter or discontinue this Plan, except that (a) no amendment or
alteration that would 

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impair the rights of any Optionee under any Option that he has been granted
shall be made without his consent, (b) no amendment or alteration shall be
effective prior to approval by the Company's stockholders to the extent such
approval is then required pursuant to Rule 16b-3 (or any successor provision)
under the Exchange Act in order to preserve the applicability of any exemption
provided by such Rule to any Option then outstanding (unless the holder of such
Option consents) or to the extent stockholder approval is otherwise required by
applicable legal requirements, and (c) the Plan shall not be amended more than
once every six months to the extent such limitation is required by Rule 16b-
3(c)(2)(ii) (or any successor provision) under the Exchange Act as then in
effect.

          14. Government Regulations. This Plan, and the granting and exercise
of Options hereunder, and the obligation of the Company to sell and deliver
shares of Common Stock under such Options, shall be subject to all applicable
laws, rules and regulations, and to such approvals on the part of any
governmental agencies or national securities exchanges or transaction reporting
systems as may be required.

          15. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.

          16. Miscellaneous.  The granting of any Option shall not impose upon
the Company, the Board of Directors of the Company or any other directors of the
Company any obligation to nominate any Optionee for election as a director, and
the right of the stockholders of the Company to remove any person as a director
of the Company shall not be diminished or affected by reason of the fact that an
Option has been granted to such person.

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