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                                                                   EXHIBIT 10.46
                                                                       1998 PLAN
                                                          TCOMA RESTRICTED STOCK


                            TELE-COMMUNICATIONS, INC.
                               1998 INCENTIVE PLAN

                        RESTRICTED STOCK AWARD AGREEMENT


               THIS AGREEMENT ("Agreement") is made as of the 1st day of March,
1999 (the "Grant Date"), by and between TELE-COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), and the person signing adjacent to the caption
"Grantee" on the signature page hereof (the "Grantee").

               The Company has adopted the Tele-Communications, Inc. 1998
Incentive Plan (the "Plan"), a copy of which is appended to this Agreement as
Exhibit A and by this reference made a part hereof, for the benefit of eligible
employees of the Company and its Subsidiaries. Capitalized terms used and not
otherwise defined herein shall have the meaning ascribed thereto in the Plan.

               Pursuant to the Plan, the Compensation Committee of the Board
(the "Committee"), which has been assigned responsibility for administering the
Plan, has determined that it would be in the interest of the Company and its
stockholders to award shares of common stock to Grantee, subject to the
conditions and restrictions set forth herein and in the Plan, in order to
provide Grantee with additional remuneration for services rendered, to encourage
Grantee to remain in the employ of the Company or its Subsidiaries and to
increase Grantee's personal interest in the continued success and progress of
the Company.

               The Company and Grantee therefore agree as follows:

         1.    AWARD. Pursuant to the terms of the Plan and in consideration of
the covenants and promises of Grantee herein contained, the Company hereby
awards to Grantee as of the Grant Date the number of shares of Series A TCI
Group ("TCOMA") Common Stock set forth on Schedule 1 hereto, subject to the
conditions and restrictions set forth below and in the Plan (the "Restricted
Shares").

         2.    ISSUANCE OF RESTRICTED SHARES AT BEGINNING OF THE RESTRICTION
PERIOD. Upon issuance of the Restricted Shares the stock certificate or
certificates representing such Restricted Shares shall be registered in the name
of Grantee. During the Restriction Period, certificates representing the
Restricted Shares and any securities constituting Retained Distributions shall
bear a restrictive legend to the effect that ownership of the Restricted Shares
(and such Retained Distributions), and the enjoyment of all rights appurtenant
thereto, are subject to the restrictions, terms and conditions provided in the
Plan and this Agreement. Such certificates shall remain in the custody of the
Company and Grantee shall deposit with the Company stock powers or other
instruments of assignment, each endorsed in blank, so as to permit retransfer to
the Company of




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all or any portion of the Restricted Shares and any securities constituting
Retained Distributions that shall be forfeited or otherwise not become vested in
accordance with the Plan and this Agreement.

         3.    RESTRICTIONS. Restricted Shares shall constitute issued and
outstanding shares of Common Stock for all corporate purposes. Grantee will have
the right to vote such Restricted Shares, to receive and retain such dividends
and distributions, as the Committee may in its sole discretion designate, paid
or distributed on such Restricted Shares and to exercise all other rights,
powers and privileges of a Holder of Common Stock with respect to such
Restricted Shares; except, that (a) Grantee will not be entitled to delivery of
the stock certificate or certificates representing such Restricted Shares until
the Restriction Period shall have expired and unless all other vesting
requirements with respect thereto shall have been fulfilled or waived; (b) the
Company will retain custody of the stock certificate or certificates
representing the Restricted Shares during the Restriction Period as provided in
Section 8.2 of the Plan; (c) other than such dividends and distributions as the
Committee may in its sole discretion designate, the Company will retain custody
of all distributions ("Retained Distributions") made or declared with respect to
the Restricted Shares (and such Retained Distributions will be subject to the
same restrictions, terms and vesting and other conditions as are applicable to
the Restricted Shares) until such time, if ever, as the Restricted Shares with
respect to which such Retained Distributions shall have been made, paid or
declared shall have become vested, and such Retained Distributions shall not
bear interest or be segregated in a separate account; (d) Grantee may not sell,
assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares
or any Retained Distributions or his interest in any of them during the
Restriction Period; and (e) a breach of any restrictions, terms or conditions
provided in the Plan or established by the Committee with respect to any
Restricted Shares or Retained Distributions will cause a forfeiture of such
Restricted Shares and any Retained Distributions with respect thereto.

         4.    VESTING AND FORFEITURE OF RESTRICTED STOCK: Subject to earlier
vesting in accordance with the provisions of Paragraph 7(b) below, Grantee shall
become vested as to 50% of the shares of Restricted Shares subject to this
Agreement on September 3, 2002; and Grantee shall become vested as to the
remaining 50% of the shares of Restricted Shares subject to this Agreement as of
September 3, 2003, each such date being a Vesting Date; provided, however, that
Grantee shall not vest, pursuant to this Paragraph 4, in shares of Restricted
Shares as to which Grantee would otherwise vest as of a given date if Grantee
has not been continuously employed by the Company or its Subsidiaries from the
date of this Agreement through such date (the vesting or forfeiture of such
shares to be governed instead by the provisions of Paragraph 5). Notwithstanding
the foregoing, in the event that any date on which vesting would otherwise occur
is a Saturday, Sunday or a holiday, such vesting shall instead occur on the
business day next following such date.

         5.    EARLY TERMINATION OF AWARD. Unless otherwise determined by the
Committee in its sole discretion, the Award shall terminate, to the extent not
theretofore vested, prior to the expiration of the Restricted Period, at the
time specified below:

                  (a) If Grantee's employment with the Company and its
         Subsidiaries terminates (i) other than (x) by the Company for "cause"
         (as defined in Section 11.2(b) of the Plan), 



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         (y) by the Grantee with "good reason" (as defined herein) or (z) by the
         Company without cause, and (ii) other than (x) by reason of death or
         Disability, (y) with the written consent of the Company or the
         applicable Subsidiary or (z) without such consent if such termination
         is pursuant to provisions of a written employment agreement, if any,
         between the Grantee and the Company which expressly permit the Grantee
         to terminate such employment upon the occurrence of specified events
         (other than the giving of notice and passage of time), then the Award,
         to the extent not theretofore vested, shall be forfeited immediately;

                  (b) If Grantee dies while employed by the Company or a
         Subsidiary, or prior to the expiration of a period of time following
         termination of Grantee's employment during which any portion of the
         Award remains unvested as provided in paragraph (a), then the Award, to
         the extent not theretofore vested, shall immediately become fully
         vested;

                  (c) If Grantee's employment with the Company terminates by
         reason of Disability, then the Award, to the extent not theretofore
         vested, shall immediately become fully vested;

                  (d) If Grantee's employment with the Company and its
         Subsidiaries is terminated by the Company for "cause" (as defined in
         Section 11.2(b) of the Plan), then the Award, to the extent not
         theretofore vested, shall be forfeited immediately; or

                  (e) If Grantee's employment (i) is terminated by Grantee (x)
         with "good reason" (as defined herein), (y) with the written consent of
         the Company or the applicable Subsidiary or (z) pursuant to provisions
         of a written employment agreement, if any, between the Grantee and the
         Company which expressly permit the Grantee to terminate such employment
         upon the occurrence of specified events (other than the giving of
         notice and passage of time), or (ii) by the Company without "cause" (as
         defined in Section 11.2(b) of the Plan), then the Award, to the extent
         not theretofore vested, shall immediately become fully vested.

                  "Good reason" for purposes of the Agreement shall be deemed to
have occurred upon the happening of any of the following:

                  (i)  any reduction in Grantee's annual rate of salary;

                  (ii) either (x) a failure of the Company to continue in effect
         any employee benefit plan in which Grantee was participating or (y) the
         taking of any action by the Company that would adversely affect
         Grantee's participation in, or materially reduce Grantee's benefits
         under, any such employee benefit plan, unless such failure or such
         taking of any action, adversely affects the senior members of the
         corporate management of the Company generally;



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                  (iii) the assignment to Grantee of duties and responsibilities
         that are materially more oppressive or onerous than those attendant to
         Grantee's position immediately after the date hereof;

                  (iv) the relocation of the office location as assigned to
         Grantee by the Company to a location more than 20 miles from Grantee's
         current location without Grantee's consent; or

                  (v) the failure of the Company to obtain, prior to the time of
         any reorganization, merger, consolidation, disposition of all or
         substantially all of the assets of the Company or similar transaction
         effective after the date hereof, in which the Company is not the
         surviving person, the unconditional assumption in writing or by
         operation of law of the Company's obligations to Grantee under this
         Agreement by each direct successor to the Company in any such
         transaction.

         6.    COMPLETION OF THE RESTRICTION PERIOD. On the Vesting Date with
respect to each award of Restricted Shares, and the satisfaction of any other
applicable restrictions, terms and conditions (a) all or the applicable portion
of such Restricted Shares shall become vested, (b) any Retained Distributions
and any unpaid Dividend Equivalents with respect to such Restricted Shares shall
become vested to the extent that the Restricted Shares related thereto shall
have become vested and (c) any cash award to be received by Grantee with respect
to such Restricted Shares shall become payable, all in accordance with the terms
of this Agreement. Any such Restricted Shares, Retained Distributions and any
unpaid Dividend Equivalents that shall not become vested shall be forfeited to
the Company and Grantee shall not thereafter have any rights (including dividend
and voting rights) with respect to such Restricted Shares, Retained
Distributions and any unpaid Dividend Equivalents that shall have been so
forfeited. The Committee may, in its discretion, provide that the delivery of
any Restricted Shares, Retained Distributions and unpaid Dividend Equivalents
that shall have become vested, and payment of any cash awards that shall have
become payable, shall be deferred until such date or dates as the recipient may
elect. Any election of a recipient pursuant to the preceding sentence shall be
filed in writing with the Committee in accordance with such rules and
regulations, including any deadline for the making of such an election, as the
Committee may provide.

         7.    ADJUSTMENTS.

                  (a) The Restricted Shares shall be subject to adjustment
         (including, without limitation, as to the number of Restricted Shares)
         in the sole discretion of the Committee and in such manner as the
         Committee may deem equitable and appropriate in connection with the
         occurrence of any of the events described in Section 4.2 of the Plan
         following the Grant Date.


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                  (b) In the event of any Approved Transaction, Board Change or
         Control Purchase, the restrictions in Paragraph 3 shall lapse.
         Notwithstanding the foregoing, the Committee may, in its discretion,
         determine that the restrictions in Paragraph 3 will not lapse on an
         accelerated basis in connection with an Approved Transaction, if the
         Board or the surviving or acquiring corporation, as the case may be,
         shall have taken or made effective provision for the taking of such
         action as in the opinion of the Committee is equitable and appropriate
         to substitute a new Award for the Award evidenced by this Agreement or
         to assume this Agreement and the Award evidenced hereby and in order to
         make such new or assumed Award, as nearly as may be practicable,
         equivalent to the Award evidenced by this Agreement as then in effect
         (but before giving effect to any acceleration of the exercisability
         hereof unless otherwise determined by the Committee), taking into
         account, to the extent applicable, the kind and amount of securities,
         cash or other assets into or for which shares of TCOMA may be changed,
         converted or exchanged in connection with the Approved Transaction.

         8.    MANDATORY WITHHOLDING FOR TAXES. Upon the expiration of the
Restriction Period, Grantee (or Beneficiary, as defined in Paragraph 10 below)
must remit to the Company the amount of all federal, state and other
governmental withholding tax requirements imposed upon the Company with respect
to the vesting of shares of Restricted Stock, unless provisions to so pay such
withholding requirements have been made to the satisfaction of the Committee.
Upon the payment of any cash dividends with respect to shares of Restricted
Stock during the Restriction Period, the amount of such dividends shall be
reduced to the extent necessary to satisfy any withholding tax requirements
applicable thereto prior to payment to Grantee.

         9.    DELIVERY BY THE COMPANY. As soon as practicable after vesting in
Restricted Shares pursuant to Paragraphs 4 or 5, and subject to the withholding
referred to in paragraph 8, the Company shall deliver to Grantee certificates
issued in Grantee's name for the number of Restricted Shares. If delivery is by
mail, delivery of shares of TCOMA shall be deemed effected for all purposes when
a stock transfer agent of the Company shall have deposited the certificates in
the United States mail, addressed to Grantee, and any cash payment shall be
deemed effected when a Company check, payable to Grantee and in an amount equal
to the amount of the cash payment, shall have been deposited in the United
States mail, addressed to Grantee.

         10.   NONTRANSFERABILITY OF RESTRICTED SHARES BEFORE VESTING. Before
vesting and during Grantee's lifetime, the Restricted Shares are not
transferable (voluntarily or involuntarily) other than pursuant to a domestic
relations order and, except as otherwise required pursuant to a domestic
relations order, are exercisable only by Grantee or Grantee's court appointed
legal representative. The Grantee may designate a beneficiary or beneficiaries
to whom the Restricted Shares shall pass upon Grantee's death and may change
such designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Committee on the form annexed hereto as
Exhibit B or such other form as may be prescribed by the Committee, provided
that no such designation shall be effective unless so filed prior to the death
of Grantee. If no such designation is made or if the designated beneficiary does
not survive the Grantee's death, the Restricted Shares shall pass by will or the
laws of descent and distribution. Following Grantee's death, the Restricted
Shares shall pass accordingly to the designated beneficiary and




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such person shall be deemed the Grantee for purposes of any applicable
provisions of this Agreement.

         11.   COMPANY'S RIGHTS. The existence of this Agreement shall not
affect in any way the right or power of the Company or its stockholders to
accomplish any corporate act, including, without limitation, the acts referred
to in Section 11.18 of the Plan.

         12.   LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

                  (a) give Grantee any right to be awarded any further
         restricted stock other than in the sole discretion of the Committee;

                  (b) give Grantee or any other person any interest in any fund
         or in any specified asset or assets of the Company or any subsidiary of
         the Company; or

                  (c) confer upon Grantee the right to continue in the
         employment or service of the Company or any subsidiary of the Company,
         or affect the right of the Company or any subsidiary of the Company to
         terminate the employment or service of Grantee at any time or for any
         reason.

         13.   PREREQUISITES TO BENEFITS. Neither Grantee nor any person
claiming through Grantee shall have any right or interest in the Restricted
Shares awarded hereunder, unless and until all the terms, conditions and
provisions of this Agreement and the Plan which affect the Grantee or such other
person shall have been complied with as specified herein.

         14.   RESTRICTIONS IMPOSED BY LAW. Without limiting the generality of
Section 11.9 of the Plan, Grantee agrees that Grantee will not require the
Company to deliver any Restricted Shares and that the Company will not be
obligated to deliver any Restricted Shares or make any cash payment, if counsel
to the Company determines that such exercise, delivery or payment would violate
any applicable law or any rule or regulation of any governmental authority or
any rule or regulation of, or agreement of the Company with, any securities
exchange or association upon which the TCOMA Common Stock is listed or quoted.
The Company shall in no event be obligated to take any affirmative action in
order to cause the delivery of any Restricted Shares or other payment to comply
with any such law, rule, regulation or agreement.

         15.   NOTICE. Unless the Company notifies Grantee in writing of a
different procedure or address, any notice or other communication to the Company
with respect to this Agreement shall be in writing and shall be:


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                  (a) delivered personally to the following address:

                                 Tele-Communications, Inc.
                                 5619 DTC Parkway
                                 Englewood, Colorado 80111-3000
                      or

                  (b) sent by first class mail, postage prepaid and addressed as
                      follows:

                                 Tele-Communications, Inc.
                                 c/o General Counsel, Tele-Communications, Inc.
                                 P. O. Box 5630
                                 Denver, Colorado 80217

Any notice or other communication to Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by first
class mail, postage prepaid, to Grantee's address as listed in the records of
the Company on the Grant Date, unless the Company has received written
notification from Grantee of a change of address.

         16.   AMENDMENT. Notwithstanding any other provisions hereof, this
Agreement may be supplemented or amended from time to time as approved by the
Committee as contemplated by Section 11.8(b) of the Plan. Without limiting the
generality of the foregoing, without the consent of Grantee,

                  (a) this Agreement may be amended or supplemented (i) to cure
         any ambiguity or to correct or supplement any provision herein which
         may be defective or inconsistent with any other provision herein, or
         (ii) to add to the covenants and agreements of the Company for the
         benefit of Grantee or surrender any right or power reserved to or
         conferred upon the Company in this Agreement, subject, however, to any
         required approval of the Company's stockholders and, provided, in each
         case, that such changes or corrections shall not adversely affect the
         rights of Grantee with respect to the Award evidenced hereby, or (iii)
         to make such other changes as the Company, upon advice of counsel,
         determines are necessary or advisable because of the adoption or
         promulgation of, or change in or of the interpretation of, any law or
         governmental rule or regulation, including any applicable federal or
         state securities laws; and

                  (b) subject to Section 11.8(b) of the Plan and any required
         approval of the Company's stockholders, the Award evidenced by this
         Agreement may be canceled by the Committee and a new Award made in
         substitution therefor, provided that the Award so substituted shall
         satisfy all of the requirements of the Plan as of the date such new
         Award is made and no such action shall adversely affect the Restricted
         Shares to the extent then vested.

         17.   GRANTEE EMPLOYMENT. Nothing contained in this Agreement, and no
action of the Company or the Committee with respect hereto, shall confer or be
construed to confer on Grantee any right to continue in the employ of the
Company or any of its Subsidiaries or 




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interfere in any way with the right of the Company or any employing Subsidiary
to terminate Grantee's employment at any time, with or without cause; subject,
however, to the provisions of any employment agreement between Grantee and the
Company or any Subsidiary.

         18.   GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware.

         19.   CONSTRUCTION. References in this Agreement to "this Agreement"
and the words "herein," "hereof," "hereunder" and similar terms include all
Exhibits and Schedules appended hereto, including the Plan. This Agreement is
entered into, and the Award evidenced hereby is granted, pursuant to the Plan
and shall be governed by and construed in accordance with the Plan and the
administrative interpretations adopted by the Committee thereunder. All
decisions of the Committee upon questions regarding the Plan or this Agreement
shall be conclusive. Unless otherwise expressly stated herein, in the event of
any inconsistency between the terms of the Plan and this Agreement, the terms of
the Plan shall control. The headings of the paragraphs of this Agreement have
been included for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.

         20.   DUPLICATE ORIGINALS. The Company and Grantee may sign any number
of copies of this Agreement. Each signed copy shall be an original, but all of
them together represent the same agreement.

         21.   RULES BY COMMITTEE. The rights of Grantee and obligations of the
Company hereunder shall be subject to such reasonable rules and regulations as
the Committee may adopt from time to time hereafter.

         22.   ENTIRE AGREEMENT. This Agreement is in satisfaction of and in
lieu of all prior discussions and agreements, oral or written, between the
Company and Grantee. Grantee and the Company hereby declare and represent that
no promise or agreement not herein expressed has been made and that this
Agreement contains the entire agreement between the parties hereto with respect
to the Restricted Shares and replaces and makes null and void any prior
agreements between Grantee and the Company regarding the Restricted Shares.



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         23.   GRANTEE ACCEPTANCE. Grantee shall signify acceptance of the terms
and conditions of this Agreement by signing in the space provided at the end
hereof and returning a signed copy to the Company.

                                      TELE-COMMUNICATIONS, INC.



                                      By:  /s/ STEPHEN M. BRETT
                                         ---------------------------------------
                                            Name:  Stephen M. Brett
                                            Title: Executive Vice President
                                                   Secretary and General Counsel


                                      ACCEPTED:



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                                             Exhibit B to Restricted Stock Award
                                             Agreement dated as of March 1, 1999



                  TELE-COMMUNICATIONS, INC. 1998 INCENTIVE PLAN

                           DESIGNATION OF BENEFICIARY


         I, ___________________________________________ (the "Grantee"), hereby 

declare that upon my death __________________________________________ (the 
                                        Name
"Beneficiary") of _____________________________________________________________,
                   Street Address          City             State      Zip Code
who is my ____________________________________________, shall be entitled to the
                    Relationship to Grantee

Restricted Shares and all other rights accorded the Grantee by the
above-referenced grant agreement (the "Agreement").

         It is understood that this Designation of Beneficiary is made pursuant
to the Agreement and is subject to the conditions stated herein, including the
Beneficiary's survival of the Grantee's death. If any such condition is not
satisfied, such rights shall devolve according to the Grantee's will or the laws
of descent and distribution.

         It is further understood that all prior designations of beneficiary
under the Agreement are hereby revoked and that this Designation of Beneficiary
may only be revoked in writing, signed by the Grantee, and filed with the
Company prior to the Grantee's death.






-------------------------------           --------------------------------------
         Date                                                    Grantee



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