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                                                                   EXHIBIT 10.42


                                                                       1996 PLAN
                                                          TCIVA RESTRICTED STOCK
                                                                   7/23/97 GRANT


                           TELE-COMMUNICATIONS, INC.
                              1996 INCENTIVE PLAN

                        RESTRICTED STOCK AWARD AGREEMENT


                 THIS AGREEMENT ("Agreement") is made as of the 23rd day of
July, 1997 (the "Grant Date"), by and between TELE-COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), and Grantee.

                 The Company has adopted the Tele-Communications, Inc. 1996
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, a total of 120,000 shares of Series A
TCI Ventures Group ("TCIVA") Common Stock, as 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,

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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 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 as of four years following the Grant Date, and
Grantee shall become vested as to the remaining 50% of the shares of Restricted
Shares subject to this Agreement as of five years following the Grant Date,
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.


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         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 other than (i) by the Grantee with "good
         reason" (as defined herein) or (ii) by reason of death or Disability,
         then the Award, to the extent not theretofore vested, shall be
         forfeited immediately;

                 (b)      If Grantee's employment with the Company terminates
         (i) by the Grantee with "good reason" or (ii) by reason of death or
         Disability, 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 relocation of the office location as assigned to Grantee
by the Company, without Grantee's consent, to a location outside the Denver and
Boulder-Longmont Primary Metropolitan Statistical Areas (as so designated on
the Grant Date), but only if Grantee's office location on the date of grant is
in either such area.

         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

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         with the occurrence of any of the events described in Section 4.2 of 
         the Plan following the Grant Date.

                 (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
         the TCIVA Common Stock 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 TCIVA Common Stock 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


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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 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 TCIVA 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,


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any notice or other communication to the Company with respect to this Agreement
shall be in writing and shall be:

    (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.

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         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 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:
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                               ACCEPTED:


                                               ---------------------------------

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                                            Schedule 1 to Restricted Stock Award
                                             Agreement dated as of July 23, 1997



                 TELE-COMMUNICATIONS, INC. 1996 INCENTIVE PLAN



Grantee:


Grant Date:          July 23, 1997


Restricted Shares:            shares of Series A TCI Ventures Group ("TCIVA")
                     Common Stock, $1.00 par value per share.


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                                             Exhibit B to Restricted Stock Award
                                             Agreement dated as of July 23, 1997



                 TELE-COMMUNICATIONS, INC. 1996 INCENTIVE PLAN

                           DESIGNATION OF BENEFICIARY


  I, ___________________________________________ (the "Grantee"), hereby declare

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