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                                                                   EXHIBIT 10.40

                                                                       1995 PLAN
                                                                       TINTA

                    TELE-COMMUNICATIONS INTERNATIONAL, INC.
                           1995 STOCK INCENTIVE PLAN

                        RESTRICTED STOCK AWARD AGREEMENT

                 THIS AGREEMENT ("Agreement") is made as of the 13th day of
December, 1995 (the "Grant Date"), by and between TELE-COMMUNICATIONS
INTERNATIONAL, 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 International,
Inc. 1995 Stock 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  ___________ shares of
Series A Common Stock of the Company ("TINTA"), at the price per share 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





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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, and subject
to shareholder approval of the Plan at the _____________ annual meeting of the
shareholders of the Company, 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 (i) other than (x) by the Company for "cause"
         (as defined in Section 10.2(b) of the Plan), (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 terminate at the Close of Business on
         the first business day following the expiration of the 90-day period
         which began on the date of termination of Grantee's employment;

                 (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 terminate at the Close of
         Business on the first business day following the expiration of the
         one-year period which began on the date of death;

                 (c)      If Grantee's employment with the Company terminates
         by reason of Disability, then the Award, to the extent not theretofore
         vested, shall terminate at the Close of Business on the first business
         day following the expiration of the one-year period which began on the
         date of termination of Grantee's employment;

                 (d)      If Grantee's employment with the Company and its
         Subsidiaries is terminated by the Company for "cause" (as defined in
         Section 10.2(b) of the Plan), then the Award, to the extent not
         theretofore vested, shall terminate immediately upon such termination
         of Grantee's employment; 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 10.2(b) of the Plan),
         then the Award, to the extent not theretofore vested, shall terminate
         early only as provided for in paragraph (b) above or 7(b) below.





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                 In any event in which the Award remains outstanding for a
period of time following the Grantee's voluntary termination of his status as a
member of the Board, the Award may vest during such period of time only to the
extent the same would have vested as provided in paragraph 4 above on such date
of termination of Grantee's status.  Notwithstanding any period of time
referenced in this paragraph 5 or any other provision of this paragraph that
may be construed to the contrary, restrictions upon the Award shall in any
event terminate upon the expiration of the Restriction Period.

                 "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;

                 (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





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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.

                 (b)      In the event of any Approved Transaction, Board
         Change or Control Purchase, the restrictions in Paragraph 3 shall
         lapse; provided, however, that to the extent not theretofore vested
         the Award shall terminate upon the first to occur of the consummation
         of the Approved Transaction, the expiration of the Award Term or the
         earlier termination of the Award pursuant to paragraph 7 hereof.
         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 and/or
         will not terminate if not exercised prior to consummation of the
         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 TINTA 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





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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 TINTA 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 qualified
domestic relations order and, except as otherwise required pursuant to a
qualified 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 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 10.18 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
         form 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.





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         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 10.9 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 TINTA 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, 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.0. 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 10.8(b) of the Plan. Without limiting the
generality of the foregoing, without the consent of Grantee,





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                 (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 10.8(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 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 Colorado.

         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.





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         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.

         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.


ATTEST:                              TELE-COMMUNICATIONS
                                      INTERNATIONAL, INC.


                                     By:
-------------------------               -------------------------
Assistant Secretary                        Name:
                                           Title:


                                      ACCEPTED:


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




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                                            Schedule 1 to Restricted Stock Award
                                         Agreement dated as of December 13, 1995

       TELE-COMMUNICATIONS INTERNATIONAL, INC. 1995 STOCK INCENTIVE PLAN

Grantee:

Grant Date:               December 13, 1995

Restricted Shares:        _____________ shares of Series A Common Stock
                          ("TINTA"), $_____________________ par value per
                          share.


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                                         Exhibit B to Restricted Stock Award
                                         Agreement dated as of December 13, 1995

       TELE-COMMUNICATIONS INTERNATIONAL, INC. 1995 STOCK INCENTIVE PLAN

                           DESIGNATION OF BENEFICIARY

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

that upon my death ___________________________________ (the "Beneficiary") of
                         Name

______________________________________________________________________________,
Street Address                           City           State         Zip Code

who is my ______________________________________________ shall be entitled to 
                  Relationship to Grantee

the 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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