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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


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


                                AMENDMENT NO. 7

                                      to

                                SCHEDULE 13E-3

          Rule 13e-3 Transaction Statement (Pursuant to Section 13(e)
                    of the Securities Exchange Act of 1934)

                                   QVC, INC.
                               (Name of Issuer)

                                   QVC, INC.
                        QVC PROGRAMMING HOLDINGS, INC.
                              COMCAST CORPORATION
                           TELE-COMMUNICATIONS, INC.
                     (Name of Person(s) Filing Statement)

                    Common Stock, $.01 par value per share
                        (Title of Class of Securities)

                                  747262 10 3
                     (CUSIP Number of Class of Securities)



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


                                              
   Neal S. Grabell           Stanley L. Wang            Stephen M. Brett
      QVC, Inc.            Comcast Corporation      Tele-Communications, Inc.
1365 Enterprise Drive       1500 Market Street          5619 DTC Parkway
West Chester, PA 19380    Philadelphia, PA 19102       Englewood, CO 80111
    (610) 430-1000            (215) 665-1700             (303) 267-5500





     (Name, Address and Telephone Number of Persons Authorized to Receive
      Notices and Communications on Behalf of Person(s) Filing Statement)


                                  Copies to:


                                                   
       Pamela S. Seymon            Dennis S. Hersch      Frederick H. McGrath
Wachtell, Lipton, Rosen & Katz   Davis Polk & Wardwell   Baker & Botts, L.L.P.
     51 West 52nd Street         450 Lexington Avenue      885 Third Avenue
      New York, NY 10019          New York, NY 10017      New York, NY 10022
        (212) 403-1000              (212) 450-4000          (212) 705-5000








                                August 11, 1994

                      (Date Tender Offer First Published,
                       Sent or Given to Securityholders)





            QVC Programming Holdings, Inc., Comcast Corporation,
Tele-Communications, Inc. and QVC, Inc. hereby amend and supplement their Rule
13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and
Exchange Commission on August 11, 1994 (as previously amended and
supplemented, the "Schedule 13E-3"), with respect to Bidders' Offer to
Purchase for cash all outstanding shares of Common Stock and Preferred Stock
of QVC.

            Information contained in the Schedule 13E-3 as hereby amended and
supplemented with respect to Comcast, Liberty, TCI, the Purchaser and the
Company and their respective executive officers, directors and controlling
persons is given solely by such person, and no other person has responsibility
for the accuracy or completeness of information supplied by such other persons.

            Capitalized terms used but not defined herein shall have the
meaning assigned to them in the Schedule 13E-3.

Item 8.  Fairness of the Transaction.

            (b)  The answer to Item 10(f) of Amendment No. 7 to the Schedule
14D-1 is incorporated herein by reference.

Item 9.  Reports, Opinions, Appraisals and Certain Negotiations.

            (b)  The answer to Item 10(f) of Amendment No. 7 to the Schedule
14D-1 is incorporated herein by reference.




                                   SIGNATURE


            After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated:  September 16, 1994



                                    QVC, INC.

                                    By:   /s/  NEAL S. GRABELL
                                          ________________________
                                          Name: Neal S. Grabell
                                          Title: Senior Vice President,
                                                    General Counsel and
                                                    Corporate Secretary


                                    QVC PROGRAMMING HOLDINGS, INC.

                                    By:   /s/  JULIAN A. BRODSKY
                                          _______________________
                                          Name: Julian A. Brodsky
                                          Title: Vice Chairman



                                    COMCAST CORPORATION

                                    By:   /s/  JULIAN A. BRODSKY
                                          ________________________
                                          Name: Julian A. Brodsky
                                          Title: Vice Chairman


                                    TELE-COMMUNICATIONS, INC.

                                    By:   /s/  STEPHEN M. BRETT
                                          ________________________
                                          Name: Stephen M. Brett
                                          Title: Executive Vice
                                                      President