<PAGE>   1

     As filed with the Securities and Exchange Commission on March 23, 1995
                                                            Registration No. 33-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ________________

                           COMMUNICATION CABLE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           NORTH CAROLINA                                  56-1433144
    (State or Other Jurisdiction                       (I.R.S. Employer
of Incorporation or Organization)                      Identification No.)

      P.O. BOX 1757, 1378 CHARLESTON DRIVE, SANFORD, NORTH CAROLINA 27331
                    (Address of Principal Executive Offices)


             COMMUNICATION CABLE, INC. INCENTIVE STOCK OPTION PLAN
                                      AND
             COMMUNICATION CABLE, INC. DIRECTORS STOCK OPTION PLAN
                                      AND
       COMMUNICATION CABLE, INC. 1995 OUTSIDE DIRECTORS STOCK OPTION PLAN
                           (Full Title of the Plans)


                                ________________


              JAMES R. FORE                                COPY TO:
                PRESIDENT                             
      COMMUNICATION CABLE, INC.                     M. HILL JEFFRIES, ESQ.
         1378 CHARLESTON DRIVE                     LONG, ALDRIDGE & NORMAN
    SANFORD, NORTH CAROLINA 27331              SUITE 5300, ONE PEACHTREE CENTER
(Name and Address of Agent For Service)            ATLANTA, GEORGIA 30308
             (919) 775-7775                            (404) 527-4000
(Telephone Number, Including Area Code,               
         of Agent For Service)                        





<PAGE>   2

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                   Proposed              Proposed                         
       Title of                                     Maximum               Maximum                         
      Securities              Amount               Offering              Aggregate             Amount of  
         to be                 to be               Price Per             Offering            Registration 
      Registered          Registered (1)           Share (2)             Price (2)              Fee (2)   
  =======================================================================================================
  <S>                        <C>                    <C>                <C>                     <C>
   Common Stock,
  $1.00 par value
  per share

  Incentive
  Stock Option Plan            204,419                                 $1,622,397.70           $  559.40
                                      
                               573,054              $8.625              4,942,590.70            1,704.21
  Directors                                          
  Stock Option Plan             77,640                                    573,805.37              197.85
                                                                                                        
  1995 Outside                                                                                          
  Directors Stock                                                                                       
  Option Plan                   24,000                                    209,100.00               72.09
                                                                                                        
                               176,000               8.625              1,518,000.00              523.41
                             ---------              ------             -------------           ---------
  TOTAL:                     1,055,113                                 $8,865,893.77           $3,056.96
                             =========              ======             =============           =========
</TABLE>


(1)      (a) The shares of Common Stock being registered represent pursuant to
         the Communication Cable, Inc. Incentive Stock Option Plan, (i) 204,419
         shares of Common Stock that may be acquired pursuant to the exercise
         of outstanding options and (ii) 573,054 shares of Common Stock that
         may be acquired pursuant to options available for grant in the future,
         (b) pursuant to the Communication Cable, Inc. Directors Stock Option
         Plan, 77,640 shares of Common Stock that may be acquired pursuant to
         the exercise of outstanding options, and (c) pursuant to the
         Communication Cable, Inc. 1995 Outside Directors Stock Option Plan,
         (i) 24,000 shares of Common Stock that may be acquired pursuant to the
         exercise of outstanding options and (ii) 176,000 shares of Common
         Stock that may be acquired pursuant to options available for grant in
         the future.  An undetermined number of additional shares may be
         issued, or the shares registered hereunder may be combined into an
         undetermined lesser number of shares, if the antidilution provisions
         of the respective plans become operative.

(2)      The offering prices of the shares subject to currently outstanding
         options are the applicable option exercise prices for each currently
         outstanding option, determined as set forth below.  The offering price
         of the shares which may be acquired pursuant to options available for
         grant in the future under the respective plans is not presently
         determinable.  The offering price for such shares is estimated
         pursuant to Rule 457 (c) and (h) solely for the purpose of calculating
         the registration fee and is based upon the average of the high and low
         prices of the Registrant's Common Stock on March  17, 1995 as reported
         in the consolidated reporting system.





                                      ii
<PAGE>   3

Incentive Stock Option Plan:


<TABLE>
<CAPTION>
         Outstanding        Option Exercise          Proposed Maximum          Amount of
           Options          Price Per Share          Offering Price            Registration Fee
         -----------        ---------------          ----------------          ----------------
 <S>      <C>                   <C>                <C>                           <C>

              375               $1.83                    $686.25                    $.24
                                                                                 
            1,500                2.25                   3,375.00                    1.16
                                                                                 
            4,498                2.57                  11,559.86                    3.99

            9,748                4.77                  46,497.96                   16.03
                                                                                 
            4,498                4.84                  21,770.32                    7.51
                                                                                 
           74,663                6.67                 498,002.21                  171.71
                                                                                 
           17,003                7.56                 128,542.68                   44.32

            4,623                8.33                  38,509.59                   13.28
                                                                                 
           27,740                9.99                 277,122.60                   95.55
                                                                                 
           12,960               11.71                 151,761.60                   52.33

            2,311               12.33                  28,494.63                    9.82
                                                                                 
           44,500                9.35                 416,075.00                  143.46

          -------                                  -------------                 -------
 Total    204,419                                  $1,622,397.70                 $559.40
          =======                                  =============                 =======
</TABLE>                                                             


Directors Stock Option Plan:


<TABLE>
<CAPTION>
                  Outstanding                Option Exercise         Proposed Maximum                Amount of
                   Options                   Price Per Share          Offering Price              Registration Fee
                  -----------                ---------------         -----------------            ----------------
 <S>                <C>                          <C>                  <C>                             <C>
                    52,643                       $6.67                 351,128.81                      121.07
                    11,129                        7.56                  84,135.24                       29.01
                    13,868                        9.99                 138,541.32                       47.77
                    ------                                            -----------                     -------
 Total              77,640                                            $573,805.37                     $197.85
                    ======                                            ===========                     =======
</TABLE>


1995 Outside Directors Stock Option Plan:


<TABLE>
<CAPTION>
                  Outstanding                Option Exercise        Proposed Maximum                 Amount of
                   Options                   Price Per Share         Offering Price               Registration Fee
                  -----------                ---------------        -----------------             ----------------
 <S>                <C>                          <C>                  <C>                             <C>
                    18,000                       $8.50                 153,000.00                      $52.75
                     6,000                        9.35                  56,100.00                       19.34
                    ------                                            -----------                     -------
 Total              24,000                                            $209,100.00                     $ 72.09
                    ======                                            ===========                     =======
</TABLE>





                                      iii
<PAGE>   4

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by Communication Cable, Inc.
(the "Company") or the "Registrant") with the Securities and Exchange
Commission (the "Commission") hereby are incorporated herein by reference as of
their respective dates:

         (1)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended October 31, 1994;

         (2)     The Company's Quarterly Report on Form 10-Q for the quarter
                 ended January 31, 1995;

         (3)     The description of the Company's Common Stock, $1.00 par value
per share, as contained in the Company's Registration Statement on Form 8-A
(File 0-15555) as declared effective by the Commission on April 7, 1987.

         In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference and made a part hereof from the date of the filing of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 55-8-50 to 55-8-58, inclusive, of the North Carolina Business
Corporation Act, adopted on July 1, 1990 (the "North Carolina Act"), govern the
indemnification of directors, officers, employees and agents.  Section 55-8-51
of the North Carolina Act provides for indemnification of a director of the
Company for liability incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including civil actions brought as derivative
actions by or in the right of the Company) in which he may become involved by
reason of being a director of the Company.  Section 55-8-51 also provides such
indemnity for directors who, at the request of the Company, act as directors,
officers, partners, trustees, employees or agents of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or another enterprise.  The Section permits indemnification if the director
conducted himself in good faith and reasonably believed that his conduct was in
or not opposed to the best interest of the Company and, in addition, in
criminal proceedings, if he had no reasonable cause to believe his conduct was
unlawful.  If the required standard of conduct is met, indemnification may
include judgments, settlements, penalties, fines or reasonable expenses
(including attorneys' fees) incurred with respect to a proceeding.  However,
the Company is not permitted to indemnify a director if the director is
adjudged liable to the Company in a derivative action or on the basis that
personal benefit was improperly received by him unless so ordered by a court in
view of all the relevant circumstances, and if the director was adjudged so
liable, the director will only be entitled to such indemnification for
reasonable expenses as a court finds to be proper in accordance with the
provisions of Section 55-8-54.

         Section 55-8-52 of the North Carolina Act provides that directors who
are wholly successful with respect to any claim brought against them, which
claim is brought because they are or were directors of the Company, are
entitled to indemnification against reasonable expenses as of right.
Conversely, if the charges made in any action are sustained, the determination
of whether the required standard of conduct has been met will be made, in
accordance with the provisions of Section 55-8-55 of the North Carolina Act, as
follows:  (i) by the majority vote of a quorum of the members of the board of
directors who are not parties to the





                                     II-1
<PAGE>   5

proceeding, (ii) if a quorum of such disinterested directors cannot be
obtained, by a committee thereof duly designated by the board of directors,
consisting of two or more disinterested directors, (iii) by special legal
counsel appointed by the directors, or (iv) by the shareholders, but in such
event, any shares owned by or voted under the control of directors who are
parties to the proceeding may not be voted.

         Section 55-8-56 of the North Carolina Act provides that an officer of
the Company (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section
55-8-52, and may apply for court-ordered indemnification as may a director
under Section 55-8-54, as described above.  In addition, the Company may, to
the extent provided by its Articles of Incorporation, By-Laws, general or
specific actions by its Board of Directors, or by contract, indemnify and
advance expenses to an officer, employee or agent who is not a director to the
extent that such indemnification is consistent with public policy.

         The provisions of Section 4 of Article VIII of the Company's By-Laws
provide that the directors, officers, employees and agents of the Company are
entitled to be indemnified by the Company to the full extent permitted by the
North Carolina Act as outlined above.  In addition, as authorized by Section
55-8-56 of the North Carolina Act, the Board of Directors has authorized the
Company to enter into indemnification agreements with each of its officers who
is not a director to provide each such officer indemnification rights equal to
those permitted for directors of the Company pursuant to the provisions of the
North Carolina Act outlined above.

         ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                            Description
- ------                            -----------
<S>                               <C>                                   
 5                                Opinion of McDaniel & Anderson, L.L.P.

23(a)                             Consent of KPMG Peat Marwick LLP

23(b)                             Consent of McDaniel & Anderson, L.L.P. (included in Exhibit 5)

24                                Powers of Attorney
</TABLE>


ITEM 9.  UNDERTAKINGS.

         A.      RULE 415 OFFERING.

         The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2)     That, for purposes of determining any liability under the
Securities Act of 1933, as amended (the "1933 Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.





                                     II-2
<PAGE>   6

         B.      SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.      INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.




                                     II-3
<PAGE>   7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sanford, State of North Carolina, on this 13th
day of March 1995.

                                       COMMUNICATION CABLE, INC.



                                        By: /s/ James R. Fore
                                           ------------------
                                                James R. Fore
                                                President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of March 13, 1995.

<TABLE>
<CAPTION>
Signatures                                        Title
- ----------                                        -----
<S>                                               <C>
/s/ James R. Fore                                 President and Chairman of the Board of Directors
- ---------------------------                       (Principal Executive Officer)                                                
James R. Fore                                     
                                                  
                                                  
/s/ William B. Cooper                             Vice President of Finance, Secretary-Treasurer and
- -------------------------                         Director (Principal Financial and Accounting      
William B. Cooper                                 Officer)                                    
                                                                                              
                                                  
                                                  
/s/ John L. Bitter, Jr.                           Director
- ----------------------------                      
John L. Bitter, Jr.                               
                                                  
                                                  
                                                  
/s/ George J. Falconero                           Director
- --------------------------                        
George J. Falconero                               
                                                  
                                                  
                                                  
/s/ Benjamin Greene                               Director
- -------------------------                         
Benjamin Greene                                   
                                                  
                                                  
                                                  
/s/ Charles L. Wellard                            Director
- -------------------------                         
Charles L. Wellard                                


*By:  ___________________________________________
         James R. Fore
         As Attorney-in-Fact
</TABLE>                                          



                                     II-4
<PAGE>   8

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                   DESCRIPTION                                                                             PAGE NO.
- -------                   -----------                                                                             --------
<S>                       <C>                                                                                     <C>
 5                        Opinion of McDaniel & Anderson, L.L.P.

23(a)                     Consent of KPMG Peat Marwick LLP

23(b)                     Consent of McDaniel & Anderson, L.L.P. (included in Exhibit 5)

24                        Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "COMMUNICATION CABLE,INC.", "secsgml_size_bytes": 24495}]
{"company-data": {"conformed-name": "COMMUNICATION CABLE INC", "cik": "0000789869", "assigned-sic": "3357", "irs-number": "561433144", "state-of-incorporation": "NC", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58199", "film-number": "95522660"}, "business-address": {"street1": "1378 CHARLESTON DR", "street2": "PO BOX 1757", "city": "SANFORD", "state": "NC", "zip": "27331", "phone": "9197757775"}, "mail-address": {"street1": "1378 CHARLESTON DRIVE", "street2": "PO BOX 1757", "city": "SANFORD", "state": "NC", "zip": "27331"}, "former-company": {"former-conformed-name": "FWF COMMUNICATION CABLE INC", "date-changed": "19860402"}}
1

     As filed with the Securities and Exchange Commission on March 23, 1995
                                                            Registration No. 33-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ________________

                           COMMUNICATION CABLE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           NORTH CAROLINA                                  56-1433144
    (State or Other Jurisdiction                       (I.R.S. Employer
of Incorporation or Organization)                      Identification No.)

      P.O. BOX 1757, 1378 CHARLESTON DRIVE, SANFORD, NORTH CAROLINA 27331
                    (Address of Principal Executive Offices)

             COMMUNICATION CABLE, INC. INCENTIVE STOCK OPTION PLAN
                                      AND
             COMMUNICATION CABLE, INC. DIRECTORS STOCK OPTION PLAN
                                      AND
       COMMUNICATION CABLE, INC. 1995 OUTSIDE DIRECTORS STOCK OPTION PLAN
                           (Full Title of the Plans)

                                ________________

              JAMES R. FORE                                COPY TO:
                PRESIDENT                             
      COMMUNICATION CABLE, INC.                     M. HILL JEFFRIES, ESQ.
         1378 CHARLESTON DRIVE                     LONG, ALDRIDGE & NORMAN
    SANFORD, NORTH CAROLINA 27331              SUITE 5300, ONE PEACHTREE CENTER
(Name and Address of Agent For Service)            ATLANTA, GEORGIA 30308
             (919) 775-7775                            (404) 527-4000
(Telephone Number, Including Area Code,               
         of Agent For Service)
2

                        CALCULATION OF REGISTRATION FEE
Proposed              Proposed                         
       Title of                                     Maximum               Maximum                         
      Securities              Amount               Offering              Aggregate             Amount of  
         to be                 to be               Price Per             Offering            Registration 
      Registered          Registered (1)           Share (2)             Price (2)              Fee (2)   
  =======================================================================================================
Common Stock,
  $1.00 par value
  per share

  Incentive
  Stock Option Plan            204,419                                 $1,622,397.70           $  559.40
                                      
                               573,054              $8.625              4,942,590.70            1,704.21
  Directors                                          
  Stock Option Plan             77,640                                    573,805.37              197.85
                                                                                                        
  1995 Outside                                                                                          
  Directors Stock                                                                                       
  Option Plan                   24,000                                    209,100.00               72.09
                                                                                                        
                               176,000               8.625              1,518,000.00              523.41
                             ---------              ------             -------------           ---------
  TOTAL:                     1,055,113                                 $8,865,893.77           $3,056.96
                             =========              ======             =============           =========
(1)      (a) The shares of Common Stock being registered represent pursuant to
         the Communication Cable, Inc. Incentive Stock Option Plan, (i) 204,419
         shares of Common Stock that may be acquired pursuant to the exercise
         of outstanding options and (ii) 573,054 shares of Common Stock that
         may be acquired pursuant to options available for grant in the future,
         (b) pursuant to the Communication Cable, Inc. Directors Stock Option
         Plan, 77,640 shares of Common Stock that may be acquired pursuant to
         the exercise of outstanding options, and (c) pursuant to the
         Communication Cable, Inc. 1995 Outside Directors Stock Option Plan,
         (i) 24,000 shares of Common Stock that may be acquired pursuant to the
         exercise of outstanding options and (ii) 176,000 shares of Common
         Stock that may be acquired pursuant to options available for grant in
         the future.  An undetermined number of additional shares may be
         issued, or the shares registered hereunder may be combined into an
         undetermined lesser number of shares, if the antidilution provisions
         of the respective plans become operative.

(2)      The offering prices of the shares subject to currently outstanding
         options are the applicable option exercise prices for each currently
         outstanding option, determined as set forth below.  The offering price
         of the shares which may be acquired pursuant to options available for
         grant in the future under the respective plans is not presently
         determinable.  The offering price for such shares is estimated
         pursuant to Rule 457 (c) and (h) solely for the purpose of calculating
         the registration fee and is based upon the average of the high and low
         prices of the Registrant's Common Stock on March  17, 1995 as reported
         in the consolidated reporting system.

                                      ii
3

Incentive Stock Option Plan:
Outstanding        Option Exercise          Proposed Maximum          Amount of
           Options          Price Per Share          Offering Price            Registration Fee
         -----------        ---------------          ----------------          ----------------
375               $1.83                    $686.25                    $.24
                                                                                 
            1,500                2.25                   3,375.00                    1.16
                                                                                 
            4,498                2.57                  11,559.86                    3.99

            9,748                4.77                  46,497.96                   16.03
                                                                                 
            4,498                4.84                  21,770.32                    7.51
                                                                                 
           74,663                6.67                 498,002.21                  171.71
                                                                                 
           17,003                7.56                 128,542.68                   44.32

            4,623                8.33                  38,509.59                   13.28
                                                                                 
           27,740                9.99                 277,122.60                   95.55
                                                                                 
           12,960               11.71                 151,761.60                   52.33

            2,311               12.33                  28,494.63                    9.82
                                                                                 
           44,500                9.35                 416,075.00                  143.46

          -------                                  -------------                 -------
 Total    204,419                                  $1,622,397.70                 $559.40
          =======                                  =============                 =======
Directors Stock Option Plan:
Outstanding                Option Exercise         Proposed Maximum                Amount of
                   Options                   Price Per Share          Offering Price              Registration Fee
                  -----------                ---------------         -----------------            ----------------
52,643                       $6.67                 351,128.81                      121.07
                    11,129                        7.56                  84,135.24                       29.01
                    13,868                        9.99                 138,541.32                       47.77
                    ------                                            -----------                     -------
 Total              77,640                                            $573,805.37                     $197.85
                    ======                                            ===========                     =======
1995 Outside Directors Stock Option Plan:
Outstanding                Option Exercise        Proposed Maximum                 Amount of
                   Options                   Price Per Share         Offering Price               Registration Fee
                  -----------                ---------------        -----------------             ----------------
18,000                       $8.50                 153,000.00                      $52.75
                     6,000                        9.35                  56,100.00                       19.34
                    ------                                            -----------                     -------
 Total              24,000                                            $209,100.00                     $ 72.09
                    ======                                            ===========                     =======
iii
4

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by Communication Cable, Inc.
(the "Company") or the "Registrant") with the Securities and Exchange
Commission (the "Commission") hereby are incorporated herein by reference as of
their respective dates:

         (1)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended October 31, 1994;

         (2)     The Company's Quarterly Report on Form 10-Q for the quarter
                 ended January 31, 1995;

         (3)     The description of the Company's Common Stock, $1.00 par value
per share, as contained in the Company's Registration Statement on Form 8-A
(File 0-15555) as declared effective by the Commission on April 7, 1987.

         In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference and made a part hereof from the date of the filing of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 55-8-50 to 55-8-58, inclusive, of the North Carolina Business
Corporation Act, adopted on July 1, 1990 (the "North Carolina Act"), govern the
indemnification of directors, officers, employees and agents.  Section 55-8-51
of the North Carolina Act provides for indemnification of a director of the
Company for liability incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including civil actions brought as derivative
actions by or in the right of the Company) in which he may become involved by
reason of being a director of the Company.  Section 55-8-51 also provides such
indemnity for directors who, at the request of the Company, act as directors,
officers, partners, trustees, employees or agents of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or another enterprise.  The Section permits indemnification if the director
conducted himself in good faith and reasonably believed that his conduct was in
or not opposed to the best interest of the Company and, in addition, in
criminal proceedings, if he had no reasonable cause to believe his conduct was
unlawful.  If the required standard of conduct is met, indemnification may
include judgments, settlements, penalties, fines or reasonable expenses
(including attorneys' fees) incurred with respect to a proceeding.  However,
the Company is not permitted to indemnify a director if the director is
adjudged liable to the Company in a derivative action or on the basis that
personal benefit was improperly received by him unless so ordered by a court in
view of all the relevant circumstances, and if the director was adjudged so
liable, the director will only be entitled to such indemnification for
reasonable expenses as a court finds to be proper in accordance with the
provisions of Section 55-8-54.

         Section 55-8-52 of the North Carolina Act provides that directors who
are wholly successful with respect to any claim brought against them, which
claim is brought because they are or were directors of the Company, are
entitled to indemnification against reasonable expenses as of right.
Conversely, if the charges made in any action are sustained, the determination
of whether the required standard of conduct has been met will be made, in
accordance with the provisions of Section 55-8-55 of the North Carolina Act, as
follows:  (i) by the majority vote of a quorum of the members of the board of
directors who are not parties to the

                                     II-1
5

proceeding, (ii) if a quorum of such disinterested directors cannot be
obtained, by a committee thereof duly designated by the board of directors,
consisting of two or more disinterested directors, (iii) by special legal
counsel appointed by the directors, or (iv) by the shareholders, but in such
event, any shares owned by or voted under the control of directors who are
parties to the proceeding may not be voted.

         Section 55-8-56 of the North Carolina Act provides that an officer of
the Company (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section
55-8-52, and may apply for court-ordered indemnification as may a director
under Section 55-8-54, as described above.  In addition, the Company may, to
the extent provided by its Articles of Incorporation, By-Laws, general or
specific actions by its Board of Directors, or by contract, indemnify and
advance expenses to an officer, employee or agent who is not a director to the
extent that such indemnification is consistent with public policy.

         The provisions of Section 4 of Article VIII of the Company's By-Laws
provide that the directors, officers, employees and agents of the Company are
entitled to be indemnified by the Company to the full extent permitted by the
North Carolina Act as outlined above.  In addition, as authorized by Section
55-8-56 of the North Carolina Act, the Board of Directors has authorized the
Company to enter into indemnification agreements with each of its officers who
is not a director to provide each such officer indemnification rights equal to
those permitted for directors of the Company pursuant to the provisions of the
North Carolina Act outlined above.

         ITEM 8. EXHIBITS.
Exhibit
Number                            Description
- ------                            -----------
5                                Opinion of McDaniel & Anderson, L.L.P.

23(a)                             Consent of KPMG Peat Marwick LLP

23(b)                             Consent of McDaniel & Anderson, L.L.P. (included in Exhibit 5)

24                                Powers of Attorney
ITEM 9.  UNDERTAKINGS.

         A.      RULE 415 OFFERING.

         The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2)     That, for purposes of determining any liability under the
Securities Act of 1933, as amended (the "1933 Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                     II-2
6

         B.      SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.      INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.

                                     II-3
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sanford, State of North Carolina, on this 13th
day of March 1995.

                                       COMMUNICATION CABLE, INC.

                                        By: /s/ James R. Fore
                                           ------------------
                                                James R. Fore
                                                President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of March 13, 1995.
Signatures                                        Title
- ----------                                        -----
/s/ James R. Fore                                 President and Chairman of the Board of Directors
- ---------------------------                       (Principal Executive Officer)                                                
James R. Fore                                     
                                                  
                                                  
/s/ William B. Cooper                             Vice President of Finance, Secretary-Treasurer and
- -------------------------                         Director (Principal Financial and Accounting      
William B. Cooper                                 Officer)                                    
                                                                                              
                                                  
                                                  
/s/ John L. Bitter, Jr.                           Director
- ----------------------------                      
John L. Bitter, Jr.                               
                                                  
                                                  
                                                  
/s/ George J. Falconero                           Director
- --------------------------                        
George J. Falconero                               
                                                  
                                                  
                                                  
/s/ Benjamin Greene                               Director
- -------------------------                         
Benjamin Greene                                   
                                                  
                                                  
                                                  
/s/ Charles L. Wellard                            Director
- -------------------------                         
Charles L. Wellard                                

*By:  ___________________________________________
         James R. Fore
         As Attorney-in-Fact
II-4
8

                                 EXHIBIT INDEX
EXHIBIT                   DESCRIPTION                                                                             PAGE NO.
- -------                   -----------                                                                             --------
5                        Opinion of McDaniel & Anderson, L.L.P.

23(a)                     Consent of KPMG Peat Marwick LLP

23(b)                     Consent of McDaniel & Anderson, L.L.P. (included in Exhibit 5)

24                        Powers of Attorney