<PAGE>   1
     As filed with the Securities and Exchange Commission on July 25, 2001

                                                  Registration No. 333-_________

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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             CT COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         North Carolina                                  56-1837282
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


                             68 Cabarrus Avenue East
                          Concord, North Carolina 28025
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                             CT Communications, Inc.
                            2001 Stock Incentive Plan

                             CT Communications, Inc.
                        2001 Employee Stock Purchase Plan
                        ---------------------------------
                            (Full title of the plans)


                               Michael R. Coltrane
                      President and Chief Executive Officer
                             CT Communications, Inc.
                             68 Cabarrus Avenue East
                          Concord, North Carolina 28025
               --------------------------------------------------
                     (Name and address of agent for service)

                                 (704) 722-2500
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             James G. McMillan, Esq.
                             Hogan & Hartson L.L.P.
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5600

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================
                                                         Proposed               Proposed
    Title of securities        Amount to be          maximum offering      maximum aggregate          Amount of
     to be registered         registered (1)       price per share (2)     offering price (2)    registration fee (2)
-----------------------------------------------------------------------------------------------------------------------

<S>                              <C>                       <C>                <C>                    <C>
COMMON STOCK, NO PAR VALUE       1,700,000                 $15.40             $26,180,000            $6,545

=======================================================================================================================
</TABLE>

(1)      1,200,000 shares of CT Communications, Inc. Common Stock, no par value
         per share, are being registered pursuant to the CT Communications, Inc.
         2001 Stock Incentive Plan and 500,000 shares of CT Communications, Inc.
         Common Stock, no par value per share, are being registered pursuant to
         the CT Communications, Inc. 2001 Employee Stock Purchase Plan.

(2)      Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
         1933 solely for purposes of calculating the amount of the registration
         fee, based on the average of the high and low prices per share of CT
         Communications, Inc. Common Stock on July 23, 2001, as reported on
         The Nasdaq National Market.


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The documents containing the information specified in Part I will be
separately sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933 (the "Securities Act"). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         CT Communications, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000, filed with the Commission on
                  March 30, 2001, as amended on Form 10-K/A, filed with the
                  Commission on July 19, 2001;

         (b)      All reports filed with the Commission pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934 (the
                  "Exchange Act") since December 31, 2000, including the
                  Registrant's Current Reports on Form 8-K filed with the
                  Commission on March 28, 2001, May 15, 2001 and June 7, 2001
                  and the Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended March 31, 2001, filed with the
                  Commission on May 15, 2001; and

         (c)      The description of the Registrant's common stock ("Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A filed with the Commission on January 28, 1999,
                  including any amendment or report filed for the purpose of
                  updating such description.

         In addition, all documents and reports filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supercedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

         To the extent that any proxy statement is incorporated by reference
herein, such incorporation shall not include any information contained in such
proxy statement which is not,



                                      II-1
<PAGE>   3

pursuant to the Commission's rules, deemed to be "filed" with the Commission or
subject to the liability of Section 18 of the Exchange Act.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act ("NCBCA") prescribe the extent to which directors and officers
of a corporation shall or may be indemnified. The NCBCA permits a corporation,
with certain exceptions, to indemnify present or former directors or officers
against liability if: (a) he conducted himself in good faith; (b) he reasonably
believed (i) that his conduct in his official capacity with the corporation was
in its best interests and (ii) in all other cases, his conduct was at least not
opposed to the corporation's best interest; and (c) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. A
corporation may not indemnify a director or officer under Section 55-8-51 of the
NCBCA in connection with a proceeding by or in the right of the corporation in
which the director or officer was adjudged liable to the corporation or in
connection with a proceeding in which the director or officer was adjudged to
have received an improper personal benefit. The NCBCA requires a corporation to
indemnify a director or officer against reasonable expenses incurred by the
director or officer in the defense of any proceeding to which he was a party
because he is or was a director or officer, when he is wholly successful on the
merits or otherwise, unless the articles of incorporation of the corporation
provide otherwise. Unless a corporation's articles of incorporation provide
otherwise, a director or officer may apply to a court for indemnification. The
court may order indemnification of the director or officer if it determines he
is entitled to mandatory indemnification or if he is fairly and reasonably
entitled to indemnification in view of all relevant circumstances. Additionally,
the NCBCA permits a corporation to provide in its articles of incorporation,
bylaws, by contract or resolution for indemnification of a director or officer
against liability and expenses in any proceeding (including without limitation a
proceeding brought by or on behalf of the corporation itself) arising out of
their status or activities as a director or officer, provided however that a
corporation may not indemnify a person against liability he may incur on account
of activities which were at the time taken known or believed by him to be
clearly in conflict with the best interests of the corporation. A corporation
may purchase and maintain insurance on behalf of a present or former director or
officer against liability asserted against or incurred by him in that capacity
or arising from his status as a director or officer, whether or not the
corporation would have power to indemnify him against the same liability under
the NCBCA.

         The Articles of Incorporation, as amended, of the Registrant, provide
that, to the fullest extent permitted by the NCBCA, a director of the Registrant
shall not be personally liable to the Registrant, its shareholders or otherwise,
for monetary damages for breach of his duty as a director. This provision
precludes any claim by the shareholders of the Registrant for monetary damages
based on a breach of duty of directors, with the following exceptions under the
NCBCA: (a) acts or omissions that such director at the time of such breach knew
or believed were clearly in conflict with the best interests of the corporation;
(b) certain unlawful distributions; (c) any transaction from which such director
derived an improper personal benefit; or (d) acts or omissions occurring prior
to the effectiveness of the applicable provision of the NCBCA.



                                      II-2
<PAGE>   4


         The Registrant has adopted a bylaw, which provides that, in addition to
the indemnification of directors and officers otherwise provided by law, the
Registrant must indemnify its directors and certain officers against all
liability and litigation expense, including reasonable attorneys' fees and costs
of enforcing such indemnification rights, arising out of their status or
activities as directors or officers, except against liability or litigation
expense incurred on account of activities that, at the time, were known or
believed by such director or officer to be clearly in conflict with the best
interests of the Registrant. The Registrant may pay the expenses incurred by a
director or certain officers in advance of final disposition of a claim, action,
suit or proceeding under certain specified circumstances. The Registrant may
also maintain insurance on behalf of its directors and officers against
liability asserted against such persons in such capacity, whether or not such
directors or officers have the right to indemnification pursuant to the bylaws
or otherwise. The Registrant has obtained directors and officers liability
insurance against certain liabilities including liabilities under the securities
laws.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.


Exhibit
Number                                 Description
-------                                -----------

4.1      Articles of Incorporation, as amended, of the Registrant (filed as
         Exhibit 3.1 to the Registration Statement on Form 8-A, filed with the
         Commission on January 28, 1999, and incorporated herein by reference).

4.2      Bylaws, as amended, of the Registrant (filed as Exhibit 3.2 to the
         Annual Report on Form 10-K, filed with the Commission on March 29,
         1999, and incorporated herein by reference).

4.3      Specimen of Common Stock certificate (filed as Exhibit 4.1 to the
         Registration Statement on Form 8-A, filed with the Commission on
         January 28, 1999, and incorporated herein by reference).

4.4      Amended and Restated Rights Agreement, dated as of January 28, 1999 and
         effective as of August 27, 1998, between the Registrant and First Union
         National Bank, including the Rights Certificate attached as an exhibit
         thereto (filed as Exhibit 4.2 to the Registration Statement on Form
         8-A, filed with the Commission on January 28, 1999, and incorporated
         herein by reference).

5.1      Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

23.1     Consent of KPMG LLP.

23.2     Consent of Bauknight Pietras & Stormer, P.A.

23.3     Consent of Arthur Andersen LLP

23.4     Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included in
         Exhibit 5.1).

24.1     Power of Attorney (included on signature page).

99.1     CT Communications, Inc. 2001 Stock Incentive Plan (filed as Exhibit
         10.1 to the Quarterly Report on Form 10-Q, filed with the Commission on
         May 15, 2001, and incorporated herein by reference).

99.2     CT Communications, Inc. 2001 Employee Stock Purchase Plan (filed as
         Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the
         Commission on May 15, 2001, and incorporated herein by reference).




                                      II-3
<PAGE>   5

ITEM 9.  UNDERTAKINGS.

         (a) 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:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    Registration Statement;

                           (iii)    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.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

                  (2)      That, for purposes of determining any liability under
                           the Securities 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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the



                                      II-4
<PAGE>   6

Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.



                                      II-5
<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 Concord, State of North Carolina, on July 25, 2001.

                                       CT Communications, Inc.


                                       By: /s/ Michael R. Coltrane
                                           _____________________________________
                                           Michael R. Coltrane
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Michael R. Coltrane and Barry R. Rubens,
jointly and severally, each in his own capacity, as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement (including post-effective amendments), and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated below, on July 25, 2001.

             SIGNATURE                           TITLE
             ---------                           -----

/s/ L.D. Coltrane
_______________________________         Chairman of the Board and Director
L.D. Coltrane


/s/ Michael R. Coltrane
_______________________________         President, Chief Executive Officer
Michael R. Coltrane                     and Director (Principal Executive
                                        Officer)

/s/ Barry R. Rubens
_______________________________         Senior Vice President, Treasurer
Barry R. Rubens                         and Chief Financial Officer (Principal
                                        Financial Officer)

/s/ Amy M. Justis
_______________________________         Vice President of Finance and Chief
Amy M. Justis                           Accounting Officer (Principal Accounting
                                        Officer)


                                      II-6
<PAGE>   8


/s/ John R. Boger, Jr.
__________________________________          Director
John R. Boger, Jr.


/s/ O. Charlie Chewning, Jr.
__________________________________          Director
O. Charlie Chewning, Jr.


/s/ W.A. Coley
__________________________________          Director
William A. Coley


/s/ S.E. Leftwich
__________________________________          Director
Samuel E. Leftwich


/s/ Jerry H. McClellan
__________________________________          Director
Jerry H. McClellan


/s/ Tom E. Smith
__________________________________          Director
Tom E. Smith


/s/ Phil W. Widenhouse
__________________________________          Director
Phil W. Widenhouse



                                      II-7
<PAGE>   9


                                  EXHIBIT INDEX

Exhibit
Number                                Description
-------                               -----------

4.1      Articles of Incorporation, as amended, of the Registrant (filed as
         Exhibit 3.1 to the Registration Statement on Form 8-A, filed with the
         Commission on January 28, 1999, and incorporated herein by reference).

4.2      Bylaws, as amended, of the Registrant (filed as Exhibit 3.2 to the
         Annual Report on Form 10-K, filed with the Commission on March 29,
         1999, and incorporated herein by reference).

4.3      Specimen of Common Stock certificate (filed as Exhibit 4.1 to the
         Registration Statement on Form 8-A, filed with the Commission on
         January 28, 1999, and incorporated herein by reference).

4.4      Amended and Restated Rights Agreement, dated as of January 28, 1999 and
         effective as of August 27, 1998, between the Registrant and First Union
         National Bank, including the Rights Certificate attached as an exhibit
         thereto (filed as Exhibit 4.2 to the Registration Statement on Form
         8-A, filed with the Commission on January 28, 1999, and incorporated
         herein by reference).

5.1      Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

23.1     Consent of KPMG LLP.

23.2     Consent of Bauknight Pietras & Stormer, P.A.

23.3     Consent of Arthur Andersen LLP

23.4     Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included in
         Exhibit 5.1).

24.1     Power of Attorney (included on signature page).

99.1     CT Communications, Inc. 2001 Stock Incentive Plan (filed as Exhibit
         10.1 to the Quarterly Report on Form 10-Q, filed with the Commission on
         May 15, 2001, and incorporated herein by reference).

99.2     CT Communications, Inc. 2001 Employee Stock Purchase Plan (filed as
         Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the
         Commission on May 15, 2001, and incorporated herein by reference).



                                      II-8
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{"company-data": {"conformed-name": "CT COMMUNICATIONS INC /NC", "cik": "0000023259", "assigned-sic": "4813", "irs-number": "561837282", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65818", "film-number": "1688961"}, "business-address": {"street1": "68 CABARRUS AVE EAST", "street2": "P O BOX 227", "city": "CONCORD", "state": "NC", "zip": "28025", "phone": "7047880244"}, "mail-address": {"street1": "68 CABARRUS AVE EAST", "street2": "PO BOX 227", "city": "CONCORD", "state": "NC", "zip": "28025"}, "former-company": {"former-conformed-name": "CONCORD TELEPHONE CO", "date-changed": "19920703"}}
1
     As filed with the Securities and Exchange Commission on July 25, 2001

                                                  Registration No. 333-_________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             CT COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         North Carolina                                  56-1837282
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                             68 Cabarrus Avenue East
                          Concord, North Carolina 28025
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                             CT Communications, Inc.
                            2001 Stock Incentive Plan

                             CT Communications, Inc.
                        2001 Employee Stock Purchase Plan
                        ---------------------------------
                            (Full title of the plans)

                               Michael R. Coltrane
                      President and Chief Executive Officer
                             CT Communications, Inc.
                             68 Cabarrus Avenue East
                          Concord, North Carolina 28025
               --------------------------------------------------
                     (Name and address of agent for service)

                                 (704) 722-2500
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             James G. McMillan, Esq.
                             Hogan & Hartson L.L.P.
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5600

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                         Proposed               Proposed
    Title of securities        Amount to be          maximum offering      maximum aggregate          Amount of
     to be registered         registered (1)       price per share (2)     offering price (2)    registration fee (2)
-----------------------------------------------------------------------------------------------------------------------
COMMON STOCK, NO PAR VALUE       1,700,000                 $15.40             $26,180,000            $6,545

=======================================================================================================================
(1)      1,200,000 shares of CT Communications, Inc. Common Stock, no par value
         per share, are being registered pursuant to the CT Communications, Inc.
         2001 Stock Incentive Plan and 500,000 shares of CT Communications, Inc.
         Common Stock, no par value per share, are being registered pursuant to
         the CT Communications, Inc. 2001 Employee Stock Purchase Plan.

(2)      Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
         1933 solely for purposes of calculating the amount of the registration
         fee, based on the average of the high and low prices per share of CT
         Communications, Inc. Common Stock on July 23, 2001, as reported on
         The Nasdaq National Market.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I will be
separately sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933 (the "Securities Act"). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         CT Communications, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000, filed with the Commission on
                  March 30, 2001, as amended on Form 10-K/A, filed with the
                  Commission on July 19, 2001;

         (b)      All reports filed with the Commission pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934 (the
                  "Exchange Act") since December 31, 2000, including the
                  Registrant's Current Reports on Form 8-K filed with the
                  Commission on March 28, 2001, May 15, 2001 and June 7, 2001
                  and the Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended March 31, 2001, filed with the
                  Commission on May 15, 2001; and

         (c)      The description of the Registrant's common stock ("Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A filed with the Commission on January 28, 1999,
                  including any amendment or report filed for the purpose of
                  updating such description.

         In addition, all documents and reports filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supercedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

         To the extent that any proxy statement is incorporated by reference
herein, such incorporation shall not include any information contained in such
proxy statement which is not,

                                      II-1
3

pursuant to the Commission's rules, deemed to be "filed" with the Commission or
subject to the liability of Section 18 of the Exchange Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act ("NCBCA") prescribe the extent to which directors and officers
of a corporation shall or may be indemnified. The NCBCA permits a corporation,
with certain exceptions, to indemnify present or former directors or officers
against liability if: (a) he conducted himself in good faith; (b) he reasonably
believed (i) that his conduct in his official capacity with the corporation was
in its best interests and (ii) in all other cases, his conduct was at least not
opposed to the corporation's best interest; and (c) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. A
corporation may not indemnify a director or officer under Section 55-8-51 of the
NCBCA in connection with a proceeding by or in the right of the corporation in
which the director or officer was adjudged liable to the corporation or in
connection with a proceeding in which the director or officer was adjudged to
have received an improper personal benefit. The NCBCA requires a corporation to
indemnify a director or officer against reasonable expenses incurred by the
director or officer in the defense of any proceeding to which he was a party
because he is or was a director or officer, when he is wholly successful on the
merits or otherwise, unless the articles of incorporation of the corporation
provide otherwise. Unless a corporation's articles of incorporation provide
otherwise, a director or officer may apply to a court for indemnification. The
court may order indemnification of the director or officer if it determines he
is entitled to mandatory indemnification or if he is fairly and reasonably
entitled to indemnification in view of all relevant circumstances. Additionally,
the NCBCA permits a corporation to provide in its articles of incorporation,
bylaws, by contract or resolution for indemnification of a director or officer
against liability and expenses in any proceeding (including without limitation a
proceeding brought by or on behalf of the corporation itself) arising out of
their status or activities as a director or officer, provided however that a
corporation may not indemnify a person against liability he may incur on account
of activities which were at the time taken known or believed by him to be
clearly in conflict with the best interests of the corporation. A corporation
may purchase and maintain insurance on behalf of a present or former director or
officer against liability asserted against or incurred by him in that capacity
or arising from his status as a director or officer, whether or not the
corporation would have power to indemnify him against the same liability under
the NCBCA.

         The Articles of Incorporation, as amended, of the Registrant, provide
that, to the fullest extent permitted by the NCBCA, a director of the Registrant
shall not be personally liable to the Registrant, its shareholders or otherwise,
for monetary damages for breach of his duty as a director. This provision
precludes any claim by the shareholders of the Registrant for monetary damages
based on a breach of duty of directors, with the following exceptions under the
NCBCA: (a) acts or omissions that such director at the time of such breach knew
or believed were clearly in conflict with the best interests of the corporation;
(b) certain unlawful distributions; (c) any transaction from which such director
derived an improper personal benefit; or (d) acts or omissions occurring prior
to the effectiveness of the applicable provision of the NCBCA.

                                      II-2
4

         The Registrant has adopted a bylaw, which provides that, in addition to
the indemnification of directors and officers otherwise provided by law, the
Registrant must indemnify its directors and certain officers against all
liability and litigation expense, including reasonable attorneys' fees and costs
of enforcing such indemnification rights, arising out of their status or
activities as directors or officers, except against liability or litigation
expense incurred on account of activities that, at the time, were known or
believed by such director or officer to be clearly in conflict with the best
interests of the Registrant. The Registrant may pay the expenses incurred by a
director or certain officers in advance of final disposition of a claim, action,
suit or proceeding under certain specified circumstances. The Registrant may
also maintain insurance on behalf of its directors and officers against
liability asserted against such persons in such capacity, whether or not such
directors or officers have the right to indemnification pursuant to the bylaws
or otherwise. The Registrant has obtained directors and officers liability
insurance against certain liabilities including liabilities under the securities
laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number                                 Description
-------                                -----------

4.1      Articles of Incorporation, as amended, of the Registrant (filed as
         Exhibit 3.1 to the Registration Statement on Form 8-A, filed with the
         Commission on January 28, 1999, and incorporated herein by reference).

4.2      Bylaws, as amended, of the Registrant (filed as Exhibit 3.2 to the
         Annual Report on Form 10-K, filed with the Commission on March 29,
         1999, and incorporated herein by reference).

4.3      Specimen of Common Stock certificate (filed as Exhibit 4.1 to the
         Registration Statement on Form 8-A, filed with the Commission on
         January 28, 1999, and incorporated herein by reference).

4.4      Amended and Restated Rights Agreement, dated as of January 28, 1999 and
         effective as of August 27, 1998, between the Registrant and First Union
         National Bank, including the Rights Certificate attached as an exhibit
         thereto (filed as Exhibit 4.2 to the Registration Statement on Form
         8-A, filed with the Commission on January 28, 1999, and incorporated
         herein by reference).

5.1      Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

23.1     Consent of KPMG LLP.

23.2     Consent of Bauknight Pietras & Stormer, P.A.

23.3     Consent of Arthur Andersen LLP

23.4     Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included in
         Exhibit 5.1).

24.1     Power of Attorney (included on signature page).

99.1     CT Communications, Inc. 2001 Stock Incentive Plan (filed as Exhibit
         10.1 to the Quarterly Report on Form 10-Q, filed with the Commission on
         May 15, 2001, and incorporated herein by reference).

99.2     CT Communications, Inc. 2001 Employee Stock Purchase Plan (filed as
         Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the
         Commission on May 15, 2001, and incorporated herein by reference).

                                      II-3
5

ITEM 9.  UNDERTAKINGS.

         (a) 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:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    Registration Statement;

                           (iii)    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.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

                  (2)      That, for purposes of determining any liability under
                           the Securities 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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the

                                      II-4
6

Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
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 Concord, State of North Carolina, on July 25, 2001.

                                       CT Communications, Inc.

                                       By: /s/ Michael R. Coltrane
                                           _____________________________________
                                           Michael R. Coltrane
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Michael R. Coltrane and Barry R. Rubens,
jointly and severally, each in his own capacity, as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement (including post-effective amendments), and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated below, on July 25, 2001.

             SIGNATURE                           TITLE
             ---------                           -----

/s/ L.D. Coltrane
_______________________________         Chairman of the Board and Director
L.D. Coltrane

/s/ Michael R. Coltrane
_______________________________         President, Chief Executive Officer
Michael R. Coltrane                     and Director (Principal Executive
                                        Officer)

/s/ Barry R. Rubens
_______________________________         Senior Vice President, Treasurer
Barry R. Rubens                         and Chief Financial Officer (Principal
                                        Financial Officer)

/s/ Amy M. Justis
_______________________________         Vice President of Finance and Chief
Amy M. Justis                           Accounting Officer (Principal Accounting
                                        Officer)

                                      II-6
8

/s/ John R. Boger, Jr.
__________________________________          Director
John R. Boger, Jr.

/s/ O. Charlie Chewning, Jr.
__________________________________          Director
O. Charlie Chewning, Jr.

/s/ W.A. Coley
__________________________________          Director
William A. Coley

/s/ S.E. Leftwich
__________________________________          Director
Samuel E. Leftwich

/s/ Jerry H. McClellan
__________________________________          Director
Jerry H. McClellan

/s/ Tom E. Smith
__________________________________          Director
Tom E. Smith

/s/ Phil W. Widenhouse
__________________________________          Director
Phil W. Widenhouse

                                      II-7
9

                                  EXHIBIT INDEX

Exhibit
Number                                Description
-------                               -----------

4.1      Articles of Incorporation, as amended, of the Registrant (filed as
         Exhibit 3.1 to the Registration Statement on Form 8-A, filed with the
         Commission on January 28, 1999, and incorporated herein by reference).

4.2      Bylaws, as amended, of the Registrant (filed as Exhibit 3.2 to the
         Annual Report on Form 10-K, filed with the Commission on March 29,
         1999, and incorporated herein by reference).

4.3      Specimen of Common Stock certificate (filed as Exhibit 4.1 to the
         Registration Statement on Form 8-A, filed with the Commission on
         January 28, 1999, and incorporated herein by reference).

4.4      Amended and Restated Rights Agreement, dated as of January 28, 1999 and
         effective as of August 27, 1998, between the Registrant and First Union
         National Bank, including the Rights Certificate attached as an exhibit
         thereto (filed as Exhibit 4.2 to the Registration Statement on Form
         8-A, filed with the Commission on January 28, 1999, and incorporated
         herein by reference).

5.1      Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

23.1     Consent of KPMG LLP.

23.2     Consent of Bauknight Pietras & Stormer, P.A.

23.3     Consent of Arthur Andersen LLP

23.4     Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included in
         Exhibit 5.1).

24.1     Power of Attorney (included on signature page).

99.1     CT Communications, Inc. 2001 Stock Incentive Plan (filed as Exhibit
         10.1 to the Quarterly Report on Form 10-Q, filed with the Commission on
         May 15, 2001, and incorporated herein by reference).

99.2     CT Communications, Inc. 2001 Employee Stock Purchase Plan (filed as
         Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the
         Commission on May 15, 2001, and incorporated herein by reference).

                                      II-8