<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                 F O R M 10-Q/A
                                 (Amendment #1)


[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998

                                       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 0-20421


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


        State of Delaware                             84-1260157
 -------------------------------           ------------------------------------
 (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
                                             ---   ---

            The number of shares outstanding of Tele-Communications, Inc.'s
common stock (net of treasury shares and shares held by subsidiaries) as of July
31, 1998, was:

Tele-Communications, Inc. Series A TCI Group common stock - 473,411,579 shares,
Tele-Communications, Inc. Series B TCI Group common stock - 49,932,623 shares,
Tele-Communications, Inc. Series A Liberty Media Group common stock -
326,005,365 shares, Tele-Communications, Inc. Series B Liberty Media Group
common stock - 31,699,575 shares, Tele-Communications, Inc. Series A TCI
Ventures Group common stock - 376,964,436 shares, and Tele-Communications, Inc.
Series B TCI Ventures Group common stock - 45,433,352 shares.



<PAGE>   2


                                   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.

                                          TELE-COMMUNICATIONS, INC.




Date:  November 19, 1998              By:   /s/ Stephen M. Brett
                                          -------------------------------------
                                                Stephen M. Brett
                                                   Executive Vice President,
                                                    General Counsel and 
                                                       Secretary




<PAGE>   3

                            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 June 30,
      1998 to which TCI or any of its consolidated subsidiaries is a party or of
      which any of its property is the subject, except as follows:

      New Litigation

      AT&T Merger Litigation. Between June 24 and July 1, 1998, thirteen
      substantially similar purported class action complaints were filed by
      stockholders of Tele-Communications, Inc. ("TCI") in the Court of Chancery
      of the State of Delaware (the "Delaware Chancery Court") under the
      captions Nieto v. Fisher, et al., C.A. No. 16470; Martin, et al. v.
      Fisher, et al., C.A. No. 16471; Bove v. Fisher, et al., C.A. No. 16473;
      Freiman v. Fisher, et al., C.A. No. 16474; Great Neck Capital Appreciation
      Investment Partnership, L.P. v. Fisher, et al., C.A. No. 16477; Cohen v.
      Fisher, et al., C.A. No. 16478; Silvert v. Fisher, et al., C.A. No. 16479;
      Alex Cooper Profit Sharing Trust v. Fisher, et al., C.A. No. 16482; Satz
      v. Fisher, et al., C.A. No. 16489; Stefansky, et al. v. Fisher, et al.,
      C.A. No. 16490; Hushing v. Fisher, et al., C.A. No. 16491; Krim v. Fisher,
      et al., C.A. No. 16495; and Hirsch v. Fisher, et al., C.A. No. 16501. All
      thirteen complaints name as defendants TCI and the following directors of
      TCI: Donne F. Fisher, John W. Gallivan, Paul A. Gould, Leo J. Hindery,
      Jr., Jerome H. Kern, Kim Magness, John C. Malone, Robert A. Naify and J.C.
      Sparkman. The complaints in C.A. Nos. 16470, 16471, 16474, 16478, 16479,
      16495, and 16501 also name AT&T Corporation ("AT&T") as a defendant. The
      complaints were filed in response to the announcement on June 24, 1998 of
      a proposed merger between TCI and AT&T and allege substantially similar
      claims.

      The gravamen of the complaints is that the terms of the proposed TCI-AT&T
      merger will unjustly benefit holders of TCI Group Class B common stock at
      the expense of holders of TCI Group Class A common stock and that, by
      approving the proposed merger, the directors of TCI have breached their
      fiduciary duties to the TCI Group Class A stockholders. Plaintiffs in all
      thirteen complaints seek to enjoin the proposed merger (or rescind the
      merger in the event it is consummated) and unspecified compensatory
      damages, fees and costs. In addition to the above complaints, the
      complaint in an existing derivative action against TCI and the TCI board
      of directors in the Delaware Chancery Court, In re Tele-Communications,
      Inc. Shareholder Litigation, Consolidated C.A. No. 16128, was amended on
      June 26, 1998 to include claims arising from the proposed TCI-AT&T merger
      substantially similar to those alleged in the thirteen actions above. See
      related discussion below. These actions remain pending and discovery has
      not commenced. Based upon the facts available, management believes that,
      although no assurance can be given as to the outcome of this action, the
      ultimate disposition of this matter should not have a material adverse
      effect upon the financial condition of the Company.





                                      II-1
<PAGE>   4




                            TELE-COMMUNICATIONS, INC.


Item 1. Legal Proceedings (continued).

      On June 25 and July 1, 1998, two other substantially similar purported
      class action complaints alleging claims arising from the proposed TCI-AT&T
      merger were filed in the Delaware Chancery Court under the captions Landau
      v. Fisher, et al., C.A. No. 16492, and Getfinger v. Fisher, et al., C.A.
      No. 16502, respectively. Named as defendants in both complaints are TCI,
      AT&T and the TCI board of directors: Donne F. Fisher, John W. Gallivan,
      Paul A. Gould, Leo J. Hindery, Jr., Jerome H. Kern, Kim Magness, John C.
      Malone, Robert A. Naify and J.C. Sparkman. The two actions were brought on
      behalf of holders of Series A TCI Ventures Group Common Stock and allege
      that the TCI directors breached their fiduciary duty to plaintiffs by
      failing to adequately represent the interests of the class in the proposed
      consolidation of TCI Ventures Group ("Ventures") and Liberty Media Group
      ("Liberty") and the sale of Ventures' assets to TCI, both to be undertaken
      in connection with the proposed TCI-AT&T merger. The complaints further
      allege that the consideration to be received by the class in the
      Ventures-Liberty consolidation is inadequate. Plaintiffs in the complaints
      seek to enjoin the transactions complained of (or rescind the transactions
      in the event they are consummated) and unspecified compensatory damages,
      fees and costs. These actions remain pending and discovery has not
      commenced. Based upon the facts available, management believes that,
      although no assurance can be given as to the outcome of this action, the
      ultimate disposition of this matter should not have a material adverse
      effect upon the financial condition of the Company.

      Tele-Communications International, Inc. Stockholder Litigation. On July
      13, 1998, two putative class action complaints were filed by certain
      stockholders of Tele-Communications International, Inc. ("TINTA") in the
      Court of Chancery of the State of Delaware. The actions, which have
      identical claims and allegations, are styled as Berkowitz v. Hindery, et
      al., C.A. No. 16533, and Chetkov v. Hindery, et al., C.A. No. 16534,
      respectively. The complaints were filed following the announcement of a
      proposed business combination in which Liberty Media Group would acquire
      all outstanding public shares of TINTA not already owned by TCI Ventures
      Group. The defendants named in both complaints are Tele-Communications,
      Inc., TINTA, and the Board of Directors of TINTA: Leo J. Hindery, John C.
      Malone, Gary S. Howard, David J. Evans, Pierre Lescure, Paul A. Gould,
      Fred A. Vierra, and Jerome H. Kern. The gravamen of both complaints is
      that the TINTA directors will breach their fiduciary duties by approving
      the merger and undervaluing the proposed merger consideration to the
      detriment of the TINTA public stockholders. Plaintiffs in both actions
      seek to enjoin the consummation or closing of the proposed merger, or the
      rescission of the merger in the event it is consummated, and unspecified
      compensatory damages, fees and costs. The actions remain pending and
      discovery has not commenced. Based upon the facts available, management
      believes that, although no assurances can be given as to the outcome of
      this action, the ultimate disposition of this matter should not have a
      material adverse effect upon the financial condition of the Company.






                                      II-2
<PAGE>   5

                            TELE-COMMUNICATIONS, INC.


Item 1. Legal Proceedings (continued).

      New Developments in Previously Reported Litigation

      As previously reported, following the announcement of the proposed merger
      (the "TBS-Time Warner Merger") between Turner Broadcasting Systems, Inc.
      ("TBS") and Time Warner, Inc. ("Time Warner") several purported class
      action lawsuits were filed by TBS shareholders in Fulton County Superior
      Court, Georgia. On November 1, 1995, plaintiffs in thirteen of the cases
      filed a second amended class action Complaint in what became a
      consolidated action styled Lewis v. TBS, Inc. C.A. No. B-41500 (the "Lewis
      Action"). The defendants include, among others, Tele-Communications, Inc.,
      John Malone, Peter Barton and Fred Vierra. The TBS-Time Warner merger was
      consummated on October 10, 1996. On December 20, 1996, the Georgia State
      Court dismissed the plaintiffs third amended complaint in the Lewis
      Action. Plaintiffs stated their intention to appeal the dismissal order
      and filed a fourth amended complaint on January 16, 1997. On July 14,
      1997, the court granted defendants motion for summary judgment on the
      fourth amended complaint. On October 14, 1997, plaintiffs filed an appeal
      from dismissal of the third amended complaint and the order granting
      summary judgment on claims raised in the fourth amended complaint. On
      appeal, the Georgia State Court's dismissal of the third amended complaint
      was affirmed by the Court of Appeals, and on July 9, 1998, the time period
      during which plaintiffs could have applied for certiorari to the Georgia
      Supreme Court expired. Such events represent the final resolution of this
      matter and this case will not be reported on in the future.

      As previously reported, during August 1996, five putative class action
      complaints were filed with the Delaware Court of Chancery in C.A. Nos.
      15179, 15187, 15188, 15189 and 15195 by stockholders of Home Shopping
      Network, Inc. ("HSN"). The complaints were filed following the
      announcement of the proposed merger between HSN and Silver King
      Communications, Inc. ("Silver King"). The defendants in the actions
      include HSN, Silver King, Tele-Communications, Inc. ("TCI"), Liberty Media
      Corporation ("Liberty") and the directors of HSN (Barry Diller, James G.
      Held, Peter R. Barton, Robert R. Bennett, Leo J. Hindery, Jr., H. Norman
      Schwarzkopf and Mr. Eli Segal). Mr. Bennett is an executive officer of
      Liberty. Mr. Hindery is an executive officer of TCI. The foregoing actions
      have been consolidated for all purposes pursuant to an order by the court
      which specifies that the complaint in C.A. No. 15188 is the designated
      complaint in the consolidated action. The HSN-Silver King merger was
      completed on December 20, 1996. This case was dismissed in April 1998 and
      will not be reported on in the future.

                                      II-3
<PAGE>   6
                            TELE-COMMUNICATIONS, INC.


Item 1. Legal Proceedings (continued).

      As previously reported, in January of 1995, two class action complaints
      ("Actions") were filed against Interactive Network, Inc. ("Interactive")
      and certain of its then current and former officers and directors
      (collectively the "Interactive Defendants") in the United States District
      Court for the Northern District of California which sought unspecified
      damages for alleged violations of the disclosure requirements of the
      federal securities laws. The actions were filed on behalf of a class of
      shareholders that purchased the stock of Interactive during the period of
      August 15, 1994 through November 22, 1994. Pursuant to an order of the
      Court, the Actions were consolidated and in April 1995, a Consolidated
      Amended Class Action Complaint captioned In re Interactive Network Inc.
      Securities Litigation ("Consolidated Case") was filed in the same court
      which sought damages against the Interaction Defendants for violation of
      the federal securities law disclosure requirements during the class period
      May 2, 1994 through March 31, 1995. On or about January 13, 1997,
      Plaintiffs filed a Fourth Amended Complaint, seeking damages against the
      Interactive Defendants and Tele-Communications, Inc., TCI Communications,
      Inc., TCI Development Corporation, and Gary Howard (collectively, "the TCI
      Defendants") for violation of federal securities law disclosure
      requirements during the class period May 16, 1994 through March 31, 1995.
      In addition, the Fourth Amended Complaint sought damages against the TCI
      Defendants based upon the allegation that they were "controlling persons"
      of Interactive at the time the alleged wrongs took place. On January 30,
      1997, the TCI Defendants and the Interactive Defendants separately moved
      to dismiss the Fourth Amended Complaint on the ground that it failed to
      state a cause of action against them. On April 4, 1997, the Court issued
      an order dismissing, with prejudice, the primary liability claims against
      the TCI Defendants. The Court granted the Plaintiffs leave to amend their
      Complaint as to their claim for violation of federal securities law
      disclosure requirements against the Interactive Defendants. The Court
      further granted Plaintiffs leave to amend their "controlling person" claim
      against the TCI Defendants. On or about April 30, 1997, Plaintiffs filed a
      Fifth Amended Complaint seeking damages for violation of federal
      securities law disclosure requirements against the Interactive and TCI
      Defendants during the class period January 19, 1994 through March 31,
      1995. The Fifth Amended Complaint also seeks damages against the TCI
      Defendants as "controlling persons." On October 9, 1997, the Court granted
      the Interactive Defendants' Motion to Dismiss with Prejudice substantial
      portions of the Fifth Amended Complaint. On March 30, 1998 the Court
      entered a stipulated order dismissing all of the TCI Defendants from the
      consolidated case. The stipulated dismissal did not have any adverse
      effect upon the financial condition of the Company. Such stipulated
      dismissal represents the final resolution of this matter and this case
      will not be reported on in the future.





                                      II-4
<PAGE>   7


                            TELE-COMMUNICATIONS, INC.

Item 1. Legal Proceedings (continued).


      As previously reported, on February 24, 1997, James Dalton, et al. filed
      suit in District Court for Arapahoe County, Colorado, Case No. 97-CV421,
      against Tele-Communications, Inc. ("TCI") and certain current and former
      officers of TCI and its subsidiary, TCI Communications, Inc. (John C.
      Malone, Brendan R. Clouston, Barry P. Marshall, Camille K. Jayne, Sadie N.
      Decker, Bruce W. Ravenel, Gerald W. Gaines, Bernard W. Schotters, II) and
      Daniel L. Ritchie and Donne F. Fisher, in their capacity as co-personal
      representatives of the Estate of Bob Magness. Plaintiffs filed this action
      under the Colorado Securities Act and Colorado common law on behalf of all
      persons who purchased TCI securities from January 10, 1996 through October
      24, 1996 ("the class period"). On September 3, 1997, defendants motion to
      dismiss was denied. Defendants answered the Complaint on October 3, 1997.
      Discovery is proceeding and the parties have agreed to attend a mediation
      which will take place at some date in the future. Based upon the facts
      available, management believes that, although no assurances can be given
      as to the outcome of this action, the ultimate disposition should not have
      a material adverse effect upon the financial condition of the Company.

      As previously reported, in September 1997, five substantially similar
      purported class action complaints were filed by stockholders of BET
      Holdings, Inc. ("BET") in the Court of Chancery of the State of Delaware
      under the captions Herbert Behrens v. Robert L. Johnson, et al., C.A. No.
      15921; Harbor Finance Partners v. Peter Barton, et al., C.A. No. 15923;
      Alan Friedman v. Robert L. Johnson, et al., C.A. No. 15924; Tiger Options,
      L.L.C. v. Robert L. Johnson, et al., C.A. No. 15936 and Jerome Ramos v.
      Robert L. Johnson, et al., C.A. No. 15941. Subsequently, on October 14,
      1997, an Order of Consolidation was entered consolidating these actions
      under the caption In re BET Holdings, Inc. Shareholders Litigation, C.A.
      No. 15921 (the "Consolidated Action"). In the designated complaint in the
      Consolidated Action, the named defendants are: Robert L. Johnson, John C.
      Malone, Peter R. Barton, Delano E. Lewis, Sheila Crump Johnson, Herbert P.
      Wilkins, Denzel Washington, TCI, Liberty Media Corporation, and BET. The
      Consolidated Action focuses on the announcement of an offer by TCI,
      Liberty and Robert L. Johnson, the Chief Executive Officer of BET
      (collectively, the "Acquisition Group") to purchase all outstanding shares
      of BET for $48 per share, alleging that the proposed $48 per share price
      was inadequate and that the transaction contemplated by the offer would
      constitute a breach of fiduciary duty by the directors of BET. In March
      1998, BET accepted a $63 per share merger proposal from the Acquisition
      Group. At that time, the parties to the contractual action agreed to a
      settlement in principle which is subject to final negotiation and
      execution of settlement documents, confirmatory discovery, court approval
      and other matters. On June 25, 1998, the parties to the Consolidated
      Action filed a Stipulation of Settlement with the Delaware Chancery Court.
      On July 28, 1998, the Delaware Chancery Court entered a final order
      approving the settlement and dismissing the litigation. Such final order
      represents the final resolution of this matter and this case will not be
      reported on in future filings.




                                      II-5
<PAGE>   8

                            TELE-COMMUNICATIONS, INC.


Item 1. Legal Proceedings (continued).

      As previously reported, on October 7, 1997, a purported class lawsuit
      captioned Yvonne Baskerville v. Robert L. Johnson, et al., Civil Action
      No. 97ca00778 was filed in the Superior Court of The District of Columbia.
      The defendants in the Baskerville action are: Robert L. Johnson, John C.
      Malone, Denzel Washington, Delano E. Lewis, Sheila Crump Johnson, BET, TCI
      and Liberty Media Corporation. The Baskerville action is substantially
      similar to the Consolidated Action. The Complaint, among other things,
      alleges Breach of Fiduciary Duty in connection with a proposed
      "freeze-out" transaction, where they allege that defendants intended to
      take full equity ownership of BET through a merger into a new entity. The
      Complaint seeks judgment declaring class action; granting injunctive
      relief against consummation of the transaction or order rescinding the
      proposed merger transaction; and ordering defendants to account for all
      damages including costs and disbursements, attorney fees, and expert fees.
      By consent of the parties, proceedings in the Baskerville action have been
      stayed conditionally. On July 30, 1998, the Superior Court of the District
      of Columbia dismissed the Baskerville action. Such dismissal represents
      the final resolution of this matter and this case will not be reported on
      in future filings.

      As previously reported, on January 8, 1998, the following actions were
      filed in the Court of Chancery of the State of Delaware In and For New
      Castle County: Morgan, et al. v. Tele-Communications, Inc., et al., Civil
      Action No. 16128-NC; Steiner v. Tele-Communications, Inc., et al., Civil
      Action No. 16130-NC; Weisberg v. Tele-Communications, Inc., et al., Civil
      Action No. 16131-NC; Pan v. Tele-Communications, Inc., et al., Civil
      Action No. 16133; Klein v. Tele-Communications, Inc., et al., Civil action
      No. 16135; Crandon Capital Partners v. Tele-Communications, Inc., et al.,
      Civil Action No. 16136; and Deutsch v. Tele-Communications, Inc., et al.,
      Civil Action No. 16148. Also named as defendants in these cases are John
      C. Malone, John W. Gallivan, Donne F. Fisher, Leo J. Hindery, Jr., J.C.
      Sparkman, Paul A. Gould, Jerome H. Kern, Kim Magness, and Robert A. Naify.
      On June 26, 1998, Plaintiffs filed an amended complaint to add claims
      arising from the proposed TCI-AT&T merger substantially similar to those
      alleged in the AT&T Merger litigation described above. Based upon the
      facts available, management believes that, although no assurances can be
      given as to the outcome of this action, the ultimate disposition of this
      matter should not have a material adverse effect upon the financial
      condition of the Company.





                                      II-6
<PAGE>   9

                            TELE-COMMUNICATIONS, INC.


Item 2.  Change in Securities.

      TCI issued 1,135,288 shares of TCI Group Series A Stock on June 29, 1998
      to the holder of shares of Series C-TCI Group Preferred Stock upon the
      conversion, and pursuant to the terms, thereof. TCI issued the equity
      securities described in this paragraph in reliance on the exemption from
      the registration requirements of the Act provided by Section 3(a)(9)
      thereof. TCI believes that such exemption from registration is available
      because (i) shares of TCI Group Series A Stock were issued by TCI to
      existing security holders exclusively in exchange for shares of Series
      C-TCI Group Preferred Stock and (ii) no commission or other remuneration
      was paid or given directly or indirectly for soliciting such exchange.

      On April 30, 1998, TCI issued 153,183 shares of Liberty Group Series B
      Stock valued at $5 million and conveyed a limited partnership interest in
      a limited partnership with a capital account of $1 million to an
      individual who is an executive officer and a director of TCI in exchange
      for such individual's limited partnership interest in another limited
      partnership. TCI issued the equity securities described in this paragraph
      pursuant to the private placement exemption from the registration
      requirements of the Act provided by Section 4(2) thereof.


Item 4.  Submission of Matters to a Vote of Security Holders.

      At the Annual Meeting of Stockholders, held on June 16, 1998 (the
      "Meeting"), the following matters were voted upon by the stockholders of
      TCI:

      1.    The election of three directors of TCI as follows: John W. Gallivan
            by 99.57% of the votes cast at the Meeting (2,028,281,100 For;
            8,587,036 Withheld), Paul A. Gould by 99.65% of the votes cast at
            the meeting (2,029,756,903 For; 7,111,233 Withheld), and Jerome H.
            Kern by 99.39% of the votes cast at the Meeting (2,024,445,253 For;
            12,422,883 Withheld). The election of directors required a plurality
            of the votes of the outstanding shares as of the record date of
            April 30, 1998 (the "Record Date") of the TCI Group Series A Stock,
            TCI Group Series B Stock, Liberty Group Series A Stock, Liberty
            Group Series B Stock, TCI Ventures Group Series A Stock, TCI
            Ventures Group Series B Stock, Class B 6% Cumulative Redeemable
            Exchangeable Junior Preferred Stock, Series C-TCI Group Preferred
            Stock, Series C-Liberty Media Group Preferred Stock, Series G
            Preferred Stock and Series H Preferred Stock, voting as a single
            class. Additionally, subsequent to the Meeting, Messrs. Leo J.
            Hindery, Jr., John C. Malone, Robert A. Naify, Donne F. Fisher, Kim
            Magness, and J C Sparkman continue to serve as members of the Board
            of Directors subject to re-election over staggered three year terms.






                                      II-7
<PAGE>   10

                            TELE-COMMUNICATIONS, INC.


      2.    A proposal to approve the Tele-Communications, Inc. 1998 Incentive
            Plan (the "1998 Incentive Plan Proposal"), pursuant to which
            employees of TCI and its subsidiaries and independent contractors
            providing services to TCI or its subsidiaries ("Eligible
            Participants" or, individually, an "Eligible Participant") may be
            awarded additional remuneration for services rendered and encouraged
            to invest in capital stock of TCI, thereby increasing such Eligible
            Participants' proprietary interest in TCI's businesses, encouraging
            such Eligible Participants to remain in the employ of TCI or its
            subsidiaries, and increasing such Eligible Participants' interest in
            the continued success and progress of the Company and its
            subsidiaries. The 1998 Incentive Plan Proposal required the
            affirmative vote of a majority of the combined voting power and a
            majority of the combined number of shares outstanding, as of the
            Record Date, of the TCI Group Series A Stock, the TCI Group Series B
            Stock, the Liberty Group Series A Stock, the Liberty Group Series B
            Stock, the TCI Ventures Group Series A Stock, the TCI Ventures Group
            Series B Stock, the Series C-TCI Group Preferred Stock, and the
            Series C-Liberty Media Group Preferred Stock entitled to vote,
            voting as a single class (1,694,434,808 For; 324,942,209 Against;
            10,132,349 Abstentions; and 6,224,633 Broker Non-Votes).

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

         (a)   Exhibits -

               (3)      The Restated Certificate of Incorporation, dated August
                        4, 1994, as amended on August 4, 1994, August 16, 1994,
                        October 11, 1994, October 21, 1994, January 26, 1995,
                        August 3, 1995, August 3, 1995, January 25, 1996,
                        January 25, 1996, April 7, 1997, August 28, 1997,
                        December 30, 1997, December 30, 1997, January 17, 1998
                        and April 24, 1998. *

               (10.1)   Employment Agreement, dated as of June 23, 1998, between
                        the Company and Leo J. Hindery, Jr. *

               (10.2)   Employment Agreement, dated as of June 1, 1998, between
                        the Company and Stephen M. Brett *

               (10.3)   Employment Agreement, dated as of January 1, 1998,
                        between the Company and Larry E. Romrell *

               (27)     Tele-Communications, Inc. Financial Data Schedule *

               ----------------
               * Previously filed

         (b)   Reports on Form 8-K filed during the quarter ended June 30, 1998:

<TABLE>
<CAPTION>
                      Date of                             Items
                      Report                            Reported                      Financial Statements Filed
                      ------                            --------                      --------------------------
<S>                                                    <C>                 <C>
        March 6, 1998, as amended on June                Item 7              Cablevision Systems Corporation
              23 and June 30, 1998                                             Three and nine months ended 
                                                                                  September 30, 1997
                                                                                      (unaudited)
                                                                                Years ended December 31, 
                                                                                   1996, 1995 and 1994
</TABLE>



                                      II-8