EIGHTH AMENDMENT TO RESTATED AND AMENDED CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT BETWEEN CSG SYSTEMS, INC. AND TCI CABLE MANAGEMENT CORPORATION

 
                                                                   EXHIBIT 2.19E

                               EIGHTH AMENDMENT
                                      TO
                        RESTATED AND AMENDED CSG MASTER
                    SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
                                    BETWEEN
                               CSG SYSTEMS, INC.
                                      AND
                       TCI CABLE MANAGEMENT CORPORATION

This Eighth Amendment (the  "Amendment") is executed this 25th day of September,
1998, and is made by and between CSG Systems, Inc., a Delaware corporation
("CSG") and TCI Cable Management Corporation ("Customer").  CSG and Customer
entered into a certain Restated and Amended CSG Master Subscriber Management
System Agreement dated August 10, 1997, which has subsequently been amended
pursuant to separately executed amendments (collectively, the "Agreement"), and
now desire to amend the Agreement in accordance with the terms and conditions
set forth in this Amendment.  If the terms and conditions set forth in this
Amendment shall be in conflict with the Agreement, the terms and conditions of
this Amendment shall control.  Any terms in initial capital letters or all
capital letters used as a defined term but not defined in this Amendment, shall
have the meaning set forth in the Agreement.  Upon execution of this Amendment
by the parties, any subsequent reference to the Agreement between the parties
shall mean the Agreement as amended by this Amendment.  Except as amended by
this Amendment, the terms and conditions set forth in the Agreement shall
continue in full force and effect according to their terms.

CSG AND CUSTOMER AGREE AS FOLLOWS:

1.   The following shall be added to Section 7 (CSG/(R)/ Vantage Fees) of
     Schedule D:

        CSG will allocate Customer's Vantage CPU overage minutes such that the
        allocation for all System Sites will be combined and based on Customer's
        total enterprise-wide Vantage used, not on each System Site's usage and
        allotment.



THIS AMENDMENT IS EXECUTED ON THE DAY AND YEAR FIRST SHOWN ABOVE.

CSG SYSTEMS, INC. ("CSG")            TCI CABLE MANAGEMENT
CORPORATION                              ("CUSTOMER")


BY:  /s/ XXXXXX X. XXXXX             BY:  /s/ XXXXX XXXXX   
    ----------------------------         ---------------------------------------

NAME:    XXXXXX X. XXXXX             NAME:    XXXXX XXXXX   
      --------------------------           -------------------------------------

TITLE:   V.P. & GENERAL COUNSEL      TITLE:   EXE. DIRECTOR, CUST. BILLING SYST.
       -------------------------            ------------------------------------