<PAGE>   1
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549

                                  F O R M 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 

    For the quarterly period ended March 31, 1997

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 

    For the transition period from _____ to _____


Commission File Number 0-5550


                            TCI COMMUNICATIONS, INC.
           ----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


          State of Delaware                             84-0588868
   -------------------------------          ------------------------------------
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)


            5619 DTC Parkway
           Englewood, Colorado                                 80111     
   ----------------------------------------                  ----------  
   (Address of principal executive offices)                  (Zip Code)  
                                                                         

       Registrant's telephone number, including area code: (303) 267-5500


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No
                                       ---     ---


         All of the Registrant's common stock is owned by Tele-Communications,
Inc. The number of shares outstanding of the Registrant's common stock as of
April 30, 1997, was:

                   Class A common stock - 811,655 shares; and
                     Class B common stock - 94,447 shares.


<PAGE>   2


                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                          Consolidated Balance Sheets
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                     March 31,       December 31,
                                                                       1997             1996     
                                                                    ----------       ------------
Assets                                                                   amounts in millions
<S>                                                                     <C>            <C>             
Cash                                                                $    36               --           
                                                                                                       
Trade and other receivables, net                                        302                308         
                                                                                                       
Investments in affiliates, accounted for under the equity method,                                      
   and related receivables (note 3)                                     307                317         
                                                                                                       
Property and equipment, at cost:                                                                       
   Land                                                                  72                 74         
   Distribution systems                                               9,533              9,726         
   Support equipment and buildings                                    1,414              1,423         
                                                                    -------            -------         
                                                                     11,019             11,223         
   Less accumulated depreciation                                      4,041              4,031         
                                                                    -------            -------         
                                                                      6,978              7,192         
                                                                    -------            -------         
                                                                                                       
Franchise costs                                                      17,172             17,174         
   Less accumulated amortization                                      2,414              2,380         
                                                                    -------            -------         
                                                                     14,758             14,794         
                                                                    -------            -------         
                                                                                                       
Other assets, at cost, net of amortization                              391                525         
                                                                    -------            -------         
                                                                                                       
                                                                    $22,772             23,136         
                                                                    =======            =======         
</TABLE>

                                                                     (continued)


                                   I-1
<PAGE>   3


                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                     Consolidated Balance Sheets, continued
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                               March 31,   December 31,
                                                                                 1997         1996
                                                                              ----------   -----------
Liabilities and Common Stockholder's Equity (Deficit)                           amounts in millions
<S>                                                                           <C>              <C>
Accounts payable                                                              $    100         191

Accrued interest                                                                   165         268

Accrued programming expense                                                        251         232

Other accrued expenses                                                             514         536

Debt (note 5)                                                                   13,906      14,318

Deferred income taxes                                                            5,414       5,459

Other liabilities                                                                   81          84
                                                                              --------    --------

      Total liabilities                                                         20,431      21,088
                                                                              --------    --------


Minority interests in equity of consolidated subsidiaries                          791         802

Redeemable preferred stock                                                         232         232



Company-obligated mandatorily redeemable preferred securities of subsidiary
   trusts ("Trust Preferred Securities") holding solely
   subordinated debt securities of the Company (note 6)                          1,502       1,000

Common stockholder's equity (deficit):

   Class A common stock, $1 par value. Authorized 910,553 shares;
      issued and outstanding 811,655 shares                                          1           1
   Class B common stock, $1 par value. Authorized, issued and
      outstanding 94,447 shares                                                   --          --
   Additional paid-in capital                                                    2,128       2,234
   Unrealized holding gains for available-for-sale securities, net
      of taxes                                                                       5        --
   Accumulated deficit                                                            (783)       (822)
                                                                              --------    --------
                                                                                 1,351       1,413


   Investment in Tele-Communications, Inc. ("TCI"), at cost (note 1)            (1,143)     (1,143)
   Intercompany receivable (note 7)                                               (392)       (256)
                                                                              --------    --------

      Total common stockholder's equity (deficit)                                 (184)         14
                                                                              --------    --------

Commitments and contingencies (note 8)

                                                                              $ 22,772      23,136
                                                                              ========    ========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      I-2

<PAGE>   4


                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                     Consolidated Statements of Operations
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                       Three months ended
                                                                             March 31,
                                                                      ---------------------
                                                                        1997        1996
                                                                      --------- -----------
                                                                       amounts in millions
<S>                                                                       <C>        <C>
Revenue                                                               $ 1,505      1,333

Operating costs and expenses:
   Operating                                                              544        464
   Selling, general and administrative                                    282        371
   Adjustment to compensation relating to options and stock
      appreciation rights                                                --           (4)
   Depreciation                                                           217        236
   Amortization                                                           114         96
                                                                      -------    -------
                                                                        1,157      1,163
                                                                      -------    -------

         Operating income                                                 348        170

Other income (expense):
   Interest expense                                                      (272)      (246)
   Interest income (note 7)                                                 9          7
   Share of losses of affiliates, net (note 3)                            (12)       (60)
   Minority interests in earnings of consolidated subsidiaries, net       (26)        (4)
   Gain on disposition and exchange of assets, net                         18          9
   Other, net                                                              (4)        (2)
                                                                      -------    -------
                                                                         (287)      (296)
                                                                      -------    -------

      Earnings (loss) before income taxes                                  61       (126)

Income tax benefit (expense)                                              (22)        46
                                                                      -------    -------

      Net earnings (loss)                                                  39        (80)

Preferred stock dividend requirements                                      (2)        (2)
                                                                      -------    -------

      Net earnings (loss) attributable to common stockholder          $    37        (82)
                                                                      =======    =======
</TABLE>


          See accompanying notes to consolidated financial statements.



                                      I-3


<PAGE>   5

                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

        Consolidated Statement of Common Stockholder's Equity (Deficit)
                       Three months ended March 31, 1997
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                          Unrealized                                              
                                                                          holding                                                 
                                                                          gains for                                               
                                                                          available-                                              
                                               Common stock    Additional for-sale                       Investment               
                                             ----------------   paid-in   securities,     Accumulated       in        Intercompany
                                             Class A  Class B   capital   net of taxes       deficit        TCI        receivable 
                                             -------  -------  ---------- ------------    -----------    ----------   ------------
                                                                           amounts in millions                
<S>                                          <C>        <C>       <C>        <C>              <C>          <C>                    
Balance at January 1, 1997                   $    1      --       2,234        --              (822)       (1,143)        (256)   
                                                                                                                                  
  Net earnings                                   --      --          --        --                39            --           --     
  Accreted dividends on redeemable              
    preferred stock                              --      --          (2)       --                --            --           --    
  Change in unrealized holding gains for                                                                                         
    available-for-sale securities, net of                                                                                        
    taxes                                        --      --          --         5                --            --           --    
  Transfer of assets from TCI                                                                                                    
    Communications, Inc. to TCI (note 7)         --      --        (104)       --                --            --           33    
  Change in intercompany receivable              --      --          --        --                --            --         (169)   
                                             ------      --      ------    ------            ------        ------       ------    
                                                                                                                                  
Balance at March 31, 1997                    $    1      --       2,128         5              (783)       (1,143)        (392)   
                                             ======      ==      ======    ======            ======        ======       ======    
                                                                                                                                  
                                                                                                                                  
<CAPTION>                                                                                                                         
                                                                     Total                                                        
                                                                    common                                                        
                                                                 stockholder's                                                    
                                                                equity (deficit)                                                  
                                                               ----------------                                                   
<S>                                                            <C>                                                                
Balance at January 1, 1997                                         14                                                             
                                                                                                                                  
  Net earnings                                                     39                                                             
  Accreted dividends on redeemable                                                                                               
    preferred stock                                                (2)                                                            
  Change in unrealized holding gains for                                                                                         
    available-for-sale securities, net of                                                                                        
    taxes                                                           5                                                             
  Transfer of assets from TCI                                                                                                    
    Communications, Inc. to TCI (note 7)                          (71)                                                            
  Change in intercompany receivable                              (169)                                                            
                                                                -----                                                             
                                                                                                                                  
Balance at March 31, 1997                                        (184)                                                            
                                                                =====                                                            
                                                                                                                                  
</TABLE>



         See accompanying notes to consolidated financial statements.

                                      I-4


<PAGE>   6
                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                     Consolidated Statements of Cash Flows
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                                   Three months ended                             
                                                                                        March 31,                                 
                                                                                   ------------------                             
                                                                                    1997        1996                              
                                                                                   ------      ------                             
                                                                                   amounts in millions                            
                                                                                       (see note 2)                               
<S>                                                                                 <C>         <C>                               
Cash flows from operating activities:                                                                                             
   Net earnings (loss)                                                              $  39       (80)                              
   Adjustments to reconcile net earnings (loss) to net cash provided by operating                                                 
      activities:                                                                                                                 
        Depreciation and amortization                                                 331       332                               
        Adjustment to compensation relating to options and stock appreciation                                                     
           rights                                                                      --        (4)                              
        Payment of stock appreciation rights                                           (1)       (2)                              
        Share of losses of affiliates                                                  12        60                               
        Deferred income tax benefit                                                   (30)      (47)                              
        Minority interests in earnings                                                 26         4                               
        Gain on disposition and exchange of assets, net                               (18)       (9)                              
        Intercompany tax allocation                                                    51         2                               
        Payments of restructuring charges                                             (16)       --                               
        Other noncash charges (credits)                                                 2        (2)                              
        Changes in operating assets and liabilities, net of the effect of                                                         
           acquisitions:                                                                                                          
              Change in receivables                                                     5        46                               
              Change in accrued interest                                             (103)      (54)                              
              Change in other accruals and payables                                   (80)      (17)                              
                                                                                    -----    ------                               
                                                                                                                                  
                Net cash provided by operating activities                             218       229                               
                                                                                    -----    ------                               
                                                                                                                                  
Cash flows from investing activities:                                                                                             
   Capital expended for property and equipment                                        (80)     (389)                              
   Cash paid for acquisitions                                                         (68)      (77)                              
   Cash received in exchanges                                                          22        50                               
   Cash proceeds from disposition of assets                                           140        40                               
   Additional investments in and loans to affiliates and others                        --       (61)                              
   Repayment of loans by affiliates and others                                         52         5                               
   Other investing activities                                                         (72)      (20)                              
                                                                                    -----    ------                               
                                                                                                                                  
                Net cash used in investing activities                                  (6)     (452)                              
                                                                                    -----    ------                               
                                                                                                                                  
Cash flows from financing activities:                                                                                             
   Borrowings of debt                                                                 284     1,112                               
   Repayments of debt                                                                (695)   (1,467)                              
   Proceeds from issuance of redeemable preferred stock                                --       223                               
   Proceeds from issuance of Trust Preferred Securities                               490       486                               
   Payment of redeemable preferred stock dividends                                     (2)       --                               
   Payment of dividends on subsidiary preferred stock and Trust Preferred                                                         
      Securities                                                                      (32)       (1)                              
   Change in intercompany payable/receivable                                         (221)      (49)                              
                                                                                    -----    ------                               
                                                                                                                                  
                Net cash provided by (used in) financing activities                  (176)      304                               
                                                                                    -----    ------                               
                                                                                                                                  
                Net increase in cash                                                   36        81                               
                                                                                                                                  
                Cash at beginning of period                                            --        --                               
                                                                                    -----    ------                               
                                                                                                                                  
                Cash at end of period                                               $  36        81                               
                                                                                    =====    ======                               
</TABLE>

          See accompanying notes to consolidated financial statements


                                      I-5


<PAGE>   7



                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                  (unaudited)


(1)      General

         The accompanying consolidated financial statements include the
         accounts of TCI Communications, Inc. ("TCIC" or the "Company") and
         those of all majority-owned subsidiaries. All significant intercompany
         accounts and transactions have been eliminated in consolidation. TCIC
         is a subsidiary of TCI.

         The accompanying interim consolidated financial statements are
         unaudited but, in the opinion of management, reflect all adjustments
         (consisting of normal recurring accruals) necessary for a fair
         presentation of the results for such periods. The results of
         operations for any interim period are not necessarily indicative of
         results for the full year. These consolidated financial statements
         should be read in conjunction with the consolidated financial
         statements and notes thereto contained in TCIC's Annual Report on Form
         10-K for the year ended December 31, 1996.

         TCIC, through its subsidiaries and affiliates, is principally engaged
         in the construction, acquisition, ownership, and operation of cable
         television systems. TCIC operates its cable television systems
         throughout the continental United States and Hawaii.

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities at the date of the financial statements and the reported
         amounts of revenue and expenses during the reporting period. Actual
         results could differ from those estimates.

         Certain amounts have been reclassified for comparability with the 1997
         presentation.

         TCIC owns an aggregate of 189,867 shares of TCI Convertible Redeemable
         Participating Preferred Stock, Series F ("Series F Preferred Stock").
         Each share of Series F Preferred Stock is convertible into 1496.65
         shares of Series A TCI Group common stock ("TCI Group Stock"). In
         addition, TCIC owns 116,853,195 shares of Series A TCI Group Stock.
         Such ownership of Series F Preferred Stock and Series A TCI Group
         Stock is reflected as investment in TCI in the accompanying
         consolidated balance sheets, at cost.


                                                                     (continued)

                                      I-6


<PAGE>   8
                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                   Notes to Consolidated Financial Statements


(2)      Supplemental Disclosures to Consolidated Statements of Cash Flows

         Cash paid for interest was $375 million and $300 million for the three
         months ended March 31, 1997 and 1996, respectively. Also during these
         periods, cash paid for income taxes was not material.

         Significant noncash investing and financing activities are as follows:

<TABLE>
<CAPTION>
                                                                Three months ended
                                                                    March 31,
                                                                ------------------
                                                                 1997       1996
                                                                ------     -------
                                                                amounts in millions
<S>                                                              <C>       <C>
Cash paid for acquisitions:
   Fair value of assets acquired                                 $  67     881
   Liabilities assumed, net of current assets                       (2)      4
   Deferred tax liability recorded in acquisitions                  --    (240)
   Minority interests in equity of acquired entities                 3      (4)
   Common stock of TCI issued in acquisition contributed to
     TCIC                                                           --    (564)
                                                                 -----    ----

        Cash paid for acquisitions                               $  68      77
                                                                 =====    ====

Cash received in exchanges:
   Aggregate cost basis of assets acquired                       $ 294     193
   Historical cost of assets given up                             (305)   (222)
   Gain recorded on exchange of assets                             (11)    (21)
                                                                 -----    ----

        Cash received in exchanges                               $ (22)    (50)
                                                                 =====    ====

Transfer of net assets:
   Fair value of assets transferred to (from) TCI                $  90     (27)
   Deferred tax liability transferred from (to) TCI                (19)     17
   Minority interests in equity                                     --     (14)
   Decrease in additional paid-in-capital resulting from
       transfer of net assets to TCI                              (104)     --
   Decrease in intercompany receivable resulting from transfer
       of net assets                                                33      24
                                                                 -----    ----

                                                                 $ --       --
                                                                 =====    ====

Change in unrealized gains, net of deferred taxes, on
   available-for-sale securities                                 $   5       3
                                                                 =====    ====

Accrued preferred stock dividends                                $   2       2
                                                                 =====    ====
</TABLE>

                                                                     (continued)

                                      I-7

<PAGE>   9
                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                  Notes to Consolidated Financial Statements


(3)      Investments in Affiliates

         Summarized unaudited results of operations for affiliates accounted
         for under the equity method are as follows:

<TABLE>
<CAPTION>
                                              Three months ended
               Combined Operations                 March 31,
                                              -------------------
                                                1997       1996
                                              --------   --------
                                              amounts in millions
<S>                                            <C>          <C>   
               Revenue                         $ 82         171   
               Operating expenses               (50)       (186)  
               Depreciation and amortization    (35)        (22)  
                                                ----        ----  
                                                                  
                   Operating loss                (3)        (37)  
                                                                  
               Interest expense                 (19)         (7)  
               Other, net                         2          24   
                                               ----        ----   
                                                                  
                   Net loss                    $(20)        (20)  
                                               ====        ====   
</TABLE>


         Effective December 31, 1996, TCIC transferred its 30% ownership
         interest in Sprint Spectrum Holding Company, L.P. ("Sprint Spectrum"),
         31.1% ownership interest in Teleport Communications Group Inc. ("TCG")
         and certain other investments to TCI. Collectively, the carrying value
         of such investments was $1,116 million at December 31, 1996 and
         accounted for $61 million of TCIC's share of its affiliates' losses
         for the three months ended March 31, 1996.

         Certain of TCIC's affiliates are general partnerships and any
         subsidiary of TCIC that is a general partner in a general partnership
         is, as such, liable as a matter of partnership law for all debts of
         that partnership in the event liabilities of that partnership were to
         exceed its assets.

(4)      Acquisition

         On July 31, 1996, pursuant to certain agreements entered into among
         TCIC, TCI, Viacom International, Inc. and Viacom, Inc. ("Viacom"),
         TCIC acquired all of the common stock of a subsidiary of Viacom
         ("Cable Sub") which owned Viacom's cable systems and related assets
         (the "Viacom Acquisition").

         The transaction was structured as a tax-free reorganization in which
         Cable Sub transferred all of its non-cable assets, as well as all of
         its liabilities other than current liabilities, to a new subsidiary of
         Viacom ("New Viacom Sub"). Cable Sub also transferred to New Viacom
         Sub the proceeds (the "Loan Proceeds") of a $1.7 billion loan facility
         (the "Loan Facility") arranged by TCIC, TCI and Cable Sub. Following
         these transfers, Cable Sub retained cable assets with a value at
         closing of approximately $2.326 billion and the obligation to repay
         the Loan Proceeds. Neither Viacom nor New Viacom Sub has any obligation
         with respect to repayment of the Loan Proceeds.


                                                                     (continued)

                                      I-8

<PAGE>   10

                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                   Notes to Consolidated Financial Statements

         Prior to the consummation of the Viacom Acquisition, Viacom offered to
         the holders of shares of Viacom Class A Common Stock and Viacom Class
         B Common Stock (collectively, "Viacom Common Stock") the opportunity
         to exchange (the "Exchange Offer") a portion of their shares of Viacom
         Common Stock for shares of Class A Common Stock, par value $100 per
         share, of Cable Sub ("Cable Sub Class A Stock"). Immediately following
         the completion of the Exchange Offer, TCIC acquired from Cable Sub
         shares of Cable Sub Class B Common Stock (the "Share Issuance") for
         $350 million (which was used to reduce Cable Sub's obligations under
         the Loan Facility). At the time of the Share Issuance, the Cable Sub
         Class A Stock received by Viacom stockholders pursuant to the Exchange
         Offer automatically converted into 5% Class A Senior Cumulative
         Exchangeable Preferred Stock of Cable Sub with a stated value of $100
         per share.

(5)      Debt

         Debt is summarized as follows:

<TABLE>
<CAPTION>
                                           March 31, December 31,
                                              1997      1996
                                           --------- ------------
                                            amounts in millions
<S>                                         <C>        <C>  
           Parent company debt:
              Notes payable                 $ 8,002       8,031
              Commercial paper                  404         638
              Other debt                         28          --
                                            -------      ------
                                              8,434       8,669
          Debt of subsidiaries:
             Bank credit facilities           4,645       4,810
             Notes payable                      762         768
             Convertible notes (a)               41          43
             Other debt                          24          28
                                            -------      ------

                                            $13,906      14,318
                                            =======      ======
</TABLE>

         (a)      These convertible notes, which are stated net of unamortized
                  discount of $168 million and $178 million at March 31, 1997
                  and December 31, 1996, respectively, mature on December 18,
                  2021. The notes require (so long as conversion of the notes
                  has not occurred) an annual interest payment through 2003
                  equal to 1.85% of the face amount of the notes. The notes are
                  convertible, at the option of the holders, into shares of
                  Series A TCI Group Stock and TCI Series A Liberty Media Group
                  common stock.

         TCIC's bank credit facilities and various other debt instruments
         generally contain restrictive covenants which require, among other
         things, the maintenance of certain earnings, specified cash flow and
         financial ratios (primarily the ratios of cash flow to total debt and
         cash flow to debt service, as defined), and include certain
         limitations on indebtedness, investments, guarantees, dispositions,
         stock repurchases and dividend payments.

         As security for borrowings under one of TCIC's bank credit facilities,
         TCIC has pledged 116,853,195 shares of Series A TCI Group Stock held
         by a subsidiary of TCIC.

                                                                     (continued)


                                      I-9
<PAGE>   11

                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                   Notes to Consolidated Financial Statements

         The fair value of TCIC's debt is estimated based on quoted market
         prices for the same or similar issues or on the current rates offered
         to TCIC for debt of the same remaining maturities. The fair value of
         debt, which has a carrying value of $13,906 million, was $14,042
         million at March 31, 1997.

         In order to achieve the desired balance between variable and fixed
         rate indebtedness, TCIC has entered into various interest rate
         exchange agreements pursuant to which it (i) pays fixed interest rates
         (the "Fixed Rate Agreements") ranging from 7.1% to 9.3% and receives
         variable interest rates on notional amounts of $410 million at March
         31, 1997 and (ii) pays variable interest rates (the "Variable Rate
         Agreements") and receives fixed interest rates ranging from 4.8% to
         9.7% on notional amounts of $2,250 million at March 31, 1997. During
         the three months ended March 31, 1997 and 1996, TCIC's net receipts
         pursuant to the Fixed Rate Agreements were $3 million and $5 million,
         respectively; and TCIC's net receipts pursuant to the Variable Rate
         Agreements were $1 million and $8 million, respectively.

         TCIC's Fixed Rate Agreements and Variable Rate Agreements expire as
         follows (dollar amounts in millions):

<TABLE>
<CAPTION>
                        Fixed Rate Agreements                            Variable Rate Agreements            
                        ---------------------                            ------------------------            
            Expiration        Interest Rate     Notional          Expiration       Interest Rate    Notional 
               Date            To Be Paid        Amount              Date          To Be Received    Amount  
           ------------       -------------     --------         --------------    --------------   -------- 
<S>                           <C>               <C>              <C>               <C>              <C>      
           October 1997        7.1%-9.3%        $  180           April 1997               7.0%      $   200  
           December 1997            8.7%           230           September 1998        4.8%-5.4%        450  
                                                ------           April 1999               7.4%           50  
                                                $  410           February 2000         5.8%-6.6%        300  
                                                ======           March 2000            5.8%-6.0%        675  
                                                                 September 2000           5.1%           75  
                                                                 March 2027               9.7%          300  
                                                                 December 2036            9.7%          200  
                                                                                                    -------  
                                                                                                    $ 2,250  
                                                                                                    =======  
</TABLE>


         TCIC is exposed to credit losses for the periodic settlements of
         amounts due under these interest rate exchange agreements in the event
         of nonperformance by the other parties to the agreements. However,
         TCIC does not anticipate that it will incur any material credit losses
         because it does not anticipate nonperformance by the counterparties.

         The fair value of the interest rate exchange agreements is the
         estimated amount that TCIC would pay or receive to terminate the
         agreements at March 31, 1997, taking into consideration current
         interest rates and assuming the current creditworthiness of the
         counterparties. At March 31, 1997, TCIC would be required to pay an
         estimated $7 million to terminate the Fixed Rate Agreements and an
         estimated $47 million to terminate the Variable Rate Agreements.


                                                                     (continued)


                                     I-10

<PAGE>   12

                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                   Notes to Consolidated Financial Statements

         TCIC is required to maintain unused availability under bank credit
         facilities to the extent of outstanding commercial paper At March 31,
         1997, TCIC had approximately $1.5 billion in unused lines of credit,
         excluding amounts related to lines of credit which provide
         availability to support commercial paper. Also, TCIC pays fees,
         ranging from 1/4% to 1/2% per annum, on the average unborrowed portion
         of the total amount available for borrowings under bank credit
         facilities.

(6)      Company-Obligated Mandatorily Redeemable Preferred Securities of
         Subsidiary Trusts Holding Solely Subordinated Debt Securities of the
         Company

         In 1996 and 1997, the Company, through certain subsidiary trusts, (the
         "Trusts"), issued preferred securities as follows:

<TABLE>
<CAPTION>
                  Subsidiary Trust             Interest Rate       Face Amount
                  ----------------             -------------       -----------
                                                                   in millions
<S>                                                  <C>           <C>
         TCI Communications Financing I              8.72%          $  500
         TCI Communications Financing II            10.00%             500
         TCI Communications Financing III            9.65%             300
         TCI Communications Financing IV             9.72%             200
                                                                    ------

                                                                    $1,500
                                                                    ======
</TABLE>

         The Trusts exist for the exclusive purpose of issuing the Trust
         Preferred Securities and investing the proceeds thereof into
         Subordinated Deferrable Interest Notes (the "Subordinated Debt
         Securities") of the Company. The Subordinated Debt Securities have
         interest rates equal to the interest rate of the corresponding Trust
         Preferred Securities and have maturity dates ranging from 30 to 49
         years from the date of issuance. The Subordinated Debt Securities are
         unsecured obligations of the Company and are subordinate and junior in
         right of payment to certain other indebtedness of the Company. Upon
         redemption of the Subordinated Debt Securities, the Trust Preferred
         Securities will be mandatorily redeemable. The Company effectively
         provides a full and unconditional guarantee of the Trusts' obligations
         under the Trust Preferred Securities.

         The Trust Preferred Securities are presented together in a separate
         line item in the accompanying consolidated balance sheets captioned
         "Company-obligated mandatorily redeemable preferred securities of
         subsidiary trusts holding solely subordinated debt securities of the
         Company." Dividends accrued on the Trust Preferred Securities are
         included in minority interests in earnings of consolidated
         subsidiaries in the accompanying consolidated financial statements.


                                                                     (continued)


                                     I-11

<PAGE>   13

                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                   Notes to Consolidated Financial Statements


(7)      Transactions with Related Parties

         A tax sharing agreement (the "Tax Sharing Agreement") among TCIC and
         certain other subsidiaries of TCI was implemented effective July 1,
         1995. The Tax Sharing Agreement formalizes certain elements of
         pre-existing tax sharing arrangements and contains additional
         provisions regarding the allocation of certain consolidated income tax
         attributes and the settlement procedures with respect to the
         intercompany allocation of current tax attributes. The Tax Sharing
         Agreement encompasses U.S. federal, state, local and foreign tax
         consequences and relies upon the U.S. Internal Revenue Code of 1986 as
         amended, and any applicable state, local and foreign tax law and
         related regulations. Beginning on the July 1, 1995 effective date,
         TCIC is responsible to TCI for its share of current consolidated
         income tax liabilities. TCI is responsible to TCIC to the extent that
         TCIC's income tax attributes generated after the effective date are
         utilized by TCI to reduce its consolidated income tax liabilities.
         Accordingly, all tax attributes generated by TCIC's operations after
         the effective date including, but not limited to, net operating
         losses, tax credits, deferred intercompany gains, and the tax basis of
         assets are inventoried and tracked for the entities comprising TCIC.

         TCIC purchases sports and other programming from certain subsidiaries
         of TCI's business which produces and distributes programming services,
         ("Liberty"). Charges to TCIC (which are based upon customary rates
         charged to others) for such programming were $11 million and $27
         million for the three months ended March 31, 1997 and 1996,
         respectively. Such amounts are included in operating expenses in the
         accompanying consolidated statements of operations.

         Liberty leases satellite transponder facilities from TCIC. Charges by
         TCIC for such arrangements for the three month periods ended March 31,
         1997 and 1996, aggregated $2 million and $3 million, respectively.

         TCI Starz, Inc., a subsidiary of TCI, has a 50.1% general partnership
         interest in QE+ Ltd Limited Partnership ("QE+"), which distributes
         STARZ!, a first-run movie premium programming service. Liberty holds
         the remaining 49.9% partnership interest.

         TCIC has entered into a long-term affiliation agreement with QE+
         related to the distribution of the STARZ! service. Rates per 
         subscriber specified in the agreement are based upon customary rates
         charged to other cable system operators. Payments to QE+ for the three
         months ended March 31, 1997 and 1996 were approximately $26 million
         and $18 million, respectively. The affiliation agreement also provides
         that QE+ will not grant materially more favorable terms and conditions
         to other cable system operators unless such more favorable terms and
         conditions are made available to TCIC. The affiliation agreement also
         requires TCIC to make payments to QE+ with respect to a guaranteed
         minimum number of subscribers totaling approximately $339 million for
         the years 1997 and 1998.


                                                                    (continued)

                                     I-12
<PAGE>   14


                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                   Notes to Consolidated Financial Statements

         At March 31, 1997, TCIC had a $199 million intercompany receivable
         from TCI Starz, Inc. which represented the net effect of advances to
         TCI Starz, Inc., who in turn paid such amounts to QE+, offset by
         TCIC's purchase of programming from QE+. Such receivable is
         non-interest bearing for five years from the date of the advances.

         Effective January 2, 1997, TCIC transferred its business of providing
         long-distance transport of video, voice and data traffic and other
         telecommunications services to TCI. Such transfer has been reflected 
         as a net decrease in common stockholder's equity.

         Intercompany amounts at March 31, 1997 represent non-interest bearing
         intercompany advances aggregating $18 million from certain
         subsidiaries of TCI offset by the aforementioned $199 million
         intercompany receivable from TCI Starz, Inc. and interest-bearing
         loans to certain subsidiaries of TCI. Such interest-bearing loans plus
         accrued interest aggregated $211 million and $148 million at March 31,
         1997 and December 31, 1996, respectively. Interest earned by TCIC on
         such intercompany loans aggregated $3 million and $2 million for the
         three months ended March 31, 1997 and 1996, respectively.

(8)      Commitments and Contingencies

         TCIC has guaranteed notes payable and other obligations of affiliated
         and other companies with outstanding balances of approximately $175
         million at March 31, 1997. Although there can be no assurance,
         management of TCIC believes that it will not be required to meet its
         obligations under such guarantees, or if it is required to fulfill any
         of such obligations, that they will not be material to TCIC. A certain
         company has indemnified TCIC for any loss, claim or liability that
         TCIC may incur, by reason of certain guarantees and credit
         enhancements made by TCIC on the company's behalf.

         TCIC is a direct obligor or guarantor of the payment of certain
         amounts that may be due pursuant to motion picture output,
         distribution, and license agreements. As of March 31, 1997, the amount
         of such obligations or guarantees was approximately $97 million. The
         future obligations of TCIC with respect to these agreements is not
         currently determinable because such amount is dependent upon the
         number of qualifying films released theatrically by certain motion
         picture studios as well as the domestic theatrical exhibition receipts
         upon the release of such qualifying films.

         Certain key employees of TCIC hold restricted stock awards, options
         and options with tandem SARs to acquire shares of TCI and certain TCI
         subsidiaries' common stock. Estimates of the compensation related to
         the restricted stock awards and options and/or SARs have been recorded
         in the accompanying consolidated financial statements, but are subject
         to future adjustment based upon the market value of the respective
         common stock and, ultimately, on the final market value when the
         rights are exercised or the restricted stock awards are vested.


                                                                     (continued)


                                     I-13
<PAGE>   15
                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

                   Notes to Consolidated Financial Statements

         TCIC has contingent liabilities related to legal proceedings and other
         matters arising in the ordinary course of business. Although it is
         reasonably possible TCIC may incur losses upon conclusion of such
         matters, an estimate of any loss or range of loss cannot be made. In
         the opinion of management, it is expected that amounts, if any, which
         may be required to satisfy such contingencies will not be material in
         relation to the accompanying consolidated financial statements.


                                     I-14

<PAGE>   16






                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)


Management's Discussion and Analysis of
   Financial Condition and Results of Operations

         The following discussion and analysis should be read in conjunction
with the Company's Management's Discussion and Analysis of Financial Condition
and Results of Operations included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996. The following discussion focuses on
material changes in the trends, risks and uncertainties affecting the Company's
results of operations and financial condition. Reference should also be made to
the Company's consolidated financial statements included herein.

(1)      Material changes in financial condition:

         During March 1997, the Company, through special purpose entities
formed as Delaware business trusts, issued $300 million in face value of 9.65%
Capital Securities and $200 million in face value of 9.72% Trust Preferred
Securities. The Company used the net proceeds from such issuances to retire
commercial paper and repay certain other indebtedness.

         On July 31, 1996, TCIC consummated the Viacom Acquisition whereby TCIC
acquired all of the common stock of Cable Sub which owned Viacom's cable
systems and related assets. The transaction was structured as a tax-free
reorganization in which Cable Sub initially transferred all of its non-cable
assets, as well as all of its liabilities other than current liabilities, to
New Viacom Sub. Cable Sub also transferred to New Viacom Sub the proceeds of
the Loan Facility. Following these transfers, Cable Sub retained cable assets
with a value at closing of approximately $2.326 billion and the obligation to
repay the Loan Proceeds borrowed under the Loan Facility. Neither Viacom nor
New Viacom Sub has any obligation with respect to repayment of the Loan
Proceeds. For additional discussion of the Viacom Acquisition, see note 4 to
the accompanying consolidated financial statements.

         At March 31, 1997, subsidiaries of the Company had approximately $1.5
billion of availability in unused lines of credit, excluding amounts related to
lines of credit which provide availability to support commercial paper.
Although such subsidiaries of the Company were in compliance with the
restrictive covenants contained in their credit facilities at said date,
additional borrowings under the credit facilities are subject to the
subsidiaries' continuing compliance with such restrictive covenants (which
relate primarily to the maintenance of certain ratios of cash flow to total
debt and cash flow to debt service, as defined in the credit facilities). See
note 5 to the accompanying consolidated financial statements for additional
information regarding the material terms of the subsidiaries' lines of credit.


                                                                     (continued)

                                     I-15
<PAGE>   17


                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

(1)      Material changes in financial condition (continued):

         One measure of liquidity is commonly referred to as "interest
coverage." Interest coverage, which is measured by the ratio of Operating Cash
Flow (operating income before depreciation, amortization, compensation relating
to stock appreciation rights and adjustments to compensation relating to stock
appreciation rights) ($679 million and $498 million, for the three months ended
March 31, 1997 and 1996, respectively) to interest expense ($272 million and
$246 million, for the three months ended March 31, 1997 and 1996,
respectively), is determined by reference to the consolidated statements of
operations. The Company's interest coverage ratio was 250% and 202% for the
three month period ended March 31, 1997 and 1996. Management of the Company
believes that the foregoing interest coverage ratio is adequate in light of the
relative predictability of its cable television operations and interest
expense, almost half of which results from fixed rate indebtedness. However,
the Company's current intent is to reduce its outstanding indebtedness such
that its interest coverage ratio could be increased. There is no assurance that
the Company will be able to achieve such objective. Operating Cash Flow is a
measure of value and borrowing capacity within the cable television industry
and is not intended to be a substitute for cash flows provided by operating
activities, a measure of performance prepared in accordance with generally
accepted accounting principles, and should not be relied upon as such.
Operating Cash Flow, as defined, does not take into consideration substantial
costs of doing business, such as interest expense, and should not be considered
in isolation to other measures of performance.

         Another measure of liquidity is net cash provided by operating
activities, as reflected in the accompanying consolidated statements of cash
flows. Net cash provided by operating activities ($218 million and $229 million
for the three months ended March 31, 1997 and 1996, respectively) reflects net
cash from the operations of the Company available for the Company's liquidity
needs after taking into consideration the aforementioned additional substantial
costs of doing business not reflected in Operating Cash Flow. Management
believes that net cash provided by operating activities, the ability of the
Company and its subsidiaries to obtain additional financing (including the
subsidiaries available lines of credit and access to public debt markets),
issuances and sales of the Company's equity or equity of its subsidiaries, and
proceeds from disposition of assets will provide adequate sources of short-term
and long-term liquidity in the future. See the Company's consolidated
statements of cash flows included in the accompanying consolidated financial
statements.

         The Company's subsidiaries generally finance acquisitions and capital
expenditures through net cash provided by operating and financing activities.
Historically, amounts expended for acquisitions, investments and capital
expenditures have exceeded net cash provided by operating activities. However,
during the three months ended March 31, 1997, cash provided by operating
activities exceeded cash used in investing activities. The Company has
reevaluated its capital expenditure strategy and currently anticipates that it
will expend significantly less for property and equipment in 1997 than it did
in 1996. In this regard, the amount of capital expended by the Company for
property and equipment was $80 million during the three months ended March 31,
1997, as compared to $389 million during the corresponding period in 1996. The
Company currently estimates that it will spend approximately $750 million for
capital expenditures during 1997. To the extent that net cash provided by
operating activities exceeds net cash used in investing activities, the Company
will use such excess cash to reduce outstanding debt.


                                                                     (continued)

                                     I-16
<PAGE>   18
                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

(1)      Material changes in financial condition (continued):

         TCIC is a direct obligor or guarantor of the payment of certain
amounts that may be due pursuant to motion picture output, distribution, and
license agreements. As of March 31, 1997, the amount of such obligations or
guarantees was approximately $97 million. The future obligations of TCIC with
respect to these agreements is not currently determinable because such amount
is dependent upon the number of qualifying films released theatrically by
certain motion picture studios as well as the domestic theatrical exhibition
receipts upon the release of such qualifying films.

         TCIC has guaranteed notes payable and other obligations of affiliated
and other companies with outstanding balances of approximately $175 million at
March 31, 1997. Although there can be no assurance, management of TCIC believes
that it will not be required to meet its obligations under such guarantees, or
if it is required to fulfill any of such obligations, that they will not be
material to TCIC. A certain company has indemnified TCIC for any loss, claim or
liability that TCIC may incur, by reason of certain guarantees and credit
enhancements made by TCIC on the company's behalf.

         The Company's various partnerships and other affiliates accounted for
under the equity method generally fund their acquisitions, required debt
repayments and capital expenditures through borrowings under and refinancing of
their own credit facilities (which are generally not guaranteed by the Company)
and through net cash provided by their own operating activities.

         In order to achieve the desired balance between variable and fixed
rate indebtedness and to diminish its exposure to extreme increases in variable
interest rates, the Company has entered into various interest rate exchange
agreements. Pursuant to the interest rate exchange agreements, the Company (i)
pays fixed interest rates ranging from 7.1% to 9.3% and receives variable
interest rates on notional amounts of $410 million at March 31, 1997 and (ii)
pays variable interest rates and receives fixed interest rates ranging from
4.8% to 9.7% on notional amounts of $2,250 million at March 31, 1997. During
the three months ended March 31, 1997 and 1996, the Company's net receipts
pursuant to its Fixed Rate Agreements were $3 million and $5 million,
respectively; and the Company's net receipts pursuant to the Variable Rate
Agreements were $1 million and $8 million, respectively. The Company is exposed
to credit losses for the periodic settlements of amounts due under the interest
rate exchange agreements in the event of nonperformance by the other parties to
the agreements. However, the Company does not anticipate that it will incur any
material credit losses because it does not anticipate nonperformance by the
counterparties.

(2)      Material changes in results of operations:

         Revenue

         The operation of the Company's cable television systems is regulated
at the federal, state and local levels. The Cable Television Consumer
Protection and Competition Act of 1992 and the Telecommunications Act of 1996
(collectively, the "Cable Acts") established rules under which the Company's
basic and tier service rates and its equipment and installation charges (the
"Regulated Services") are regulated if a complaint is filed or if the
appropriate franchise authority is certified. At March 31, 1997, 78% of the
Company's basic customers were served by cable television systems that were
subject to such rate regulation.


                                                                     (continued)

                                     I-17
<PAGE>   19

                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

(2)      Material changes in results of operations (continued):

         During the three months ended March 31, 1997, 73% of the Company's
revenue was derived from Regulated Services. As noted above, any increases in
rates charged for Regulated Services are regulated by the Cable Acts. Moreover,
competitive factors may limit the Company's ability to increase its service
rates.

         Through December 4, 1996, the Company had an investment in a direct
broadcast satellite partnership, PRIMESTAR Partners L.P. ("Primestar").
Primestar provides programming and marketing support to each of its cable
partners who provide satellite television service to their customers. On
December 4, 1996, TCI distributed (the "Satellite Spin-off") to the holders of
shares of Series A TCI Group Stock and Series B TCI Group Stock all of the
issued and outstanding common stock of TCI Satellite Entertainment, Inc.
("Satellite"). At the time of the Satellite Spin-off, Satellite's assets and
operations included the Company's interest in Primestar, the Company's business
of distributing Primestar programming and two communications satellites. As a
result of the Satellite Spin-off, Satellite's operations are no longer
consolidated with those of the Company.

         Revenue increased 13% for the three months ended March 31, 1997, as
compared to the corresponding period of 1996. Exclusive of an increase in
revenue due to acquisitions (13%), and a decrease in revenue due to the
Satellite Spin-off (6%), revenue increased 6%. Such increase was the result of
an 11% increase in the Company's average basic rate, a 1% increase in the
Company's average premium rate and a 3% decrease in the number of average
premium subscribers. The number of average basic customers increased less than
1% from 1996 to 1997.

         Operating Costs and Expenses

         Operating expenses increased 17% for the three months ended March 31,
1997, respectively, as compared to the corresponding period of 1996. Exclusive
of the effects of acquisitions, net of dispositions, such expenses increased
9%. Programming expenses accounted for the majority of such increases. The
Company cannot determine whether and to what extent increases in the cost of
programming will affect its future operating costs.

         Selling, general and administrative expenses decreased 24% for the
three months ended March 31, 1997, as compared to the corresponding period of
1996. Exclusive of the effects of acquisitions, net of dispositions, such
expenses decreased 17%. Such decrease is due primarily to a reduction in
salaries and related payroll expenses due to work force reductions in the
fourth quarter of 1996, as well as reduced marketing and general overhead
expenses.

         The decrease in the Company's depreciation expense in 1997 is the
result of the net effect of a decrease due to the Satellite Spin-off partially
offset by increases due to acquisitions and capital expenditures. The increase
in the Company's amortization expense in 1997 is due to acquisitions.

                                                                     (continued)

                                     I-18
<PAGE>   20

                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)

(2)      Material changes in results of operations (continued):

         The Company records compensation relating to stock appreciation rights
and restricted stock awards granted to certain employees. Such compensation is
subject to future adjustment based upon market value, and ultimately, on the
final determination of market value when the rights are exercised or the
restricted stock awards are vested.

         Other Income and Expenses

         Included in share of losses of affiliates for the three months ended
March 31, 1996 was $61 million, attributable to the Company's investment in
Sprint Spectrum and TCG. Effective December 31, 1996, the Company transferred
these investments to TCI. As such, the Company no longer reflects share of
losses from such investments.

         Minority interests in earnings of consolidated subsidiaries aggregated
$26 million for the three months ended March 31, 1997, as compared to $4
million for the corresponding period in 1996. Such change is due primarily to
the accrual of dividends on the Trust Preferred Securities in 1997. See note 6
to the accompanying consolidated financial statements.

         Net Earnings (Loss)

         TCIC's net earnings (before preferred stock dividend requirements) of
$39 million for the three months ended March 31, 1997 represented an increase of
$119 million as compared to TCIC's net loss (before preferred stock dividend
requirements) of $80 million for the corresponding period of 1996. Such increase
is primarily the net result of an increase in operating income and a decrease in
share of losses of affiliates partially offset by an increase in interest
expense and an increase in the aforementioned dividends on Trust Preferred
Securities reflected as minority share of earnings.



                                      I-19

<PAGE>   21

                   TCI COMMUNICATIONS, INC. AND SUBSIDIARIES
                  (A Subsidiary of Tele-Communications, Inc.)


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         There were no new material legal proceedings or material developments
         in previously reported legal proceedings during the quarter ended
         March 31, 1997 to which TCIC or any of its consolidated subsidiaries
         is a party or of which any of its property is the subject.

Item 6.  Exhibit and Reports on Form 8-K.

         (a)  Exhibit -
              
              (27)     TCI Communications, Inc. Financial Data Schedule
              
         (b)  Reports on Form 8-K filed during the quarter ended March 31, 1997:
              
<TABLE>
<CAPTION>
                      Date of           Item
                       Report          Reported      Financial Statements Filed
                      -------          --------      --------------------------
<S>                                     <C>          <C>
                   January 22, 1997     Item 5              None.
                   March 11, 1997       Item 5              None.
</TABLE>


                                     II-1



<PAGE>   22



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       TCI COMMUNICATIONS, INC.





Date:      May 13, 1997                By:   /s/ Leo J. Hindery, Jr.
                                          --------------------------------------
                                                 Leo J. Hindery, Jr.
                                                 President and
                                                 Chief Executive Officer



Date:      May 13, 1997                By:   /s/ Stephen M. Brett
                                          --------------------------------------
                                                 Stephen M. Brett
                                                 Senior Vice President



Date:      May 13, 1997                By:   /s/ Bernard W. Schotters
                                          --------------------------------------
                                                 Bernard W. Schotters
                                                 Senior Vice President
                                                 (Principal Financial Officer)



Date:      May 13, 1997                By:   /s/ Gary K. Bracken
                                          --------------------------------------
                                                 Gary K. Bracken
                                                 Senior Vice President
                                                 and Controller
                                                 (Principal Accounting Officer)



                                     II-2

<PAGE>   23




                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number                   Description
------                   -----------
<S>                      <C>                                                
 27                      TCI Communications, Inc. Financial Data Schedule
</TABLE>