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                                                                    EXHIBIT 10.5

                             REVOLVING CREDIT LINE

$2,000,000                                                      Denver, Colorado
                                                                July 31, 1997


     FOR VALUE RECEIVED, the undersigned, TCI MUSIC, INC., a Delaware
corporation (the "Borrower"), promises to pay to the order of TCI
COMMUNICATIONS, INC., a Delaware corporation (the "Company"), no later than 180
days after the date of this Note (the "Maturity Date"), the lesser of (i) the
principal sum of Two Million Dollars ($2,000,000) or (ii) the aggregate unpaid
principal amount of all loans made by the Company to the Borrower pursuant to
this Revolving Credit Note. The Borrower further promises to pay to the order
of the Company interest on the unpaid principal hereof from time to time
outstanding at the rate of 10 percent per annum compounded annually and
calculated based on actual days elapsed. Accrued interest shall be payable on
or before the first day of each calendar quarter, beginning with the calendar
quarter commencing on October 1, 1997. Principal of and interest accruing on
this Note shall be prepayable at any time without penalty or premium.
Prepayments shall be applied first to accrued interest, then to outstanding
principal.

     All payments (including prepayments of principal and interest hereunder)
shall be due and payable in United States Dollars at 1:00 p.m., Denver, Colorado
time, on the day when due. All payments shall be made to the Company at its
office located at 5619 DTC Parkway, Englewood, Colorado, or at such other office
as the Company may designate, in immediately available funds without setoff,
counterclaim or other deduction of any nature.

     If any payment or principal or interest hereunder shall become due and
payable on a day which is not a Business Day (defined as any day on which
commercial banks located in New York City are not authorized or required to
close), such payment shall be made on the next following Business Day and such
extension of time shall be included in computing interest in connection with
such payment.

     So long as the Company is the holder of this Note, the unpaid principal
balance hereof and the interest accrued hereto shall be determined from the
records of the Company, absent manifest error.

     In the event Borrower fails timely to pay any amount due, payment of the
entire amount of principal and interest may be accelerated at the option of the
Company. If the Company takes any action to collect such amounts, then Borrower
shall pay on demand all costs and expenses of the Company and its agents
connected with such action, including but not limited to reasonable legal fees.

     To the extent permitted by law, the Borrower hereby expressly waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the Note and an action for amounts due hereunder or thereunder shall
immediately accrue.

     The Company intends to conform to all applicable laws in effect from time
to time limiting the maximum rate of interest that may be charged or collected.
Accordingly, notwithstanding any other provision of this Note, the Borrower
shall not be required to make any payment to the Company, and the Company shall
refund any payment made by the Borrower, to the extent that such requirement or
such failure to refund would violate applicable laws limiting the maximum
amount of interest which may be charged or collected by the Company.
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     This Note shall be governed by, and construed and enforced in accordance
with, the laws of the State of Colorado without regard to principals of
conflict of laws.

                                   TCI MUSIC, INC.

                                   By: /s/ David B. Koff
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                                   Title: CEO
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                                   By: /s/ Barney Schotters
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                                   Title: Executive Vice President
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