<PAGE>   1

     As filed with the Securities and Exchange Commission on March 6, 1996.
                                                   Registration No. 33-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

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

                               TCA CABLE TV, INC.
             (Exact name of registrant as specified in its charter)

               Texas                                  75-1798185
  (State or other jurisdiction of       (I.R.S. employer identification number)
  incorporation or organization)

                               3015 SSE Loop 323
                               Tyler, Texas 75701
                    (Address of principal executive offices)

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

                       EMPLOYMENT COMPENSATION AGREEMENT
                         DATED NOVEMBER 1, 1994 BETWEEN
                    DARRELL CAMPBELL AND TCA CABLE TV, INC.
                            (Full title of the Plan)

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

                                ROBERT M. ROGERS
                               3015 SSE Loop 323
                               Tyler, Texas 75701
          (Name and address of agent for service of agent for service)

                                 (903) 595-3701
                    (Telephone number, including area code,
                             of agent for service)

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

                                    COPY TO:
                               JAMES S. RYAN, III
                            Jackson & Walker, L.L.P.
                                901 Main Street
                                   Suite 6000
                              Dallas, Texas  75202

<TABLE>
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                    Proposed           Proposed
                Title of                       Amount               Maximum            Maximum              Amount of
               Securities                       to be            Offering Price       Aggregate            Registration
            to be Registered                 Registered          Per Share (1)     Offering Price (1)         Fee (1)
-----------------------------------------------------------------------------------------------------------------------
 <S>                                       <C>                    <C>                 <C>                  <C>
 Common Stock, $.10 par value  .            5,000 shares           $34.07              $170,350             $100.00
=======================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c) and 457(h), registration fee is based on a
         price of $34.07 per share, which price is an average of the high and
         low prices of the Common Stock on the National Association of
         Securities Dealers Automated Quotation National Market System on March
         1, 1996.  Because the registration fee amounted to less than the
         minimum, the minimum registration fee of $100.00 is being submitted.
<PAGE>   2
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Commission by
TCA Cable TV, Inc. (the "Company"), are incorporated herein by reference and
made a part hereof:

         (i)     Annual Report on Form 10-K for the fiscal year ended October
                 31, 1995;
         (ii)    Current Report on Form 8-K filed December 15, 1995; and
         (iii)   The description of the Company's Common Stock contained in the
                 Company's Registration Statement on Form S-1 (No. 2-75516) and
                 Registration Statement on Form 8-A (No. 2-88892), effective as
                 of March 17, 1984.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all of the Series A Common Stock offered hereunder has been sold or which
deregisters all of such Series A Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

         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 supersedes 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Texas corporation and The Texas Business Corporation
Act ("TBCA") empowers a corporation organized thereunder to indemnify its
directors and officers or former directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers.





                                      -1-
<PAGE>   3
        Reference is made to Article IX and Article VII, Section 8 of the
Company's Articles of Incorporation and Bylaws, respectively, which provide for
indemnification of officers and directors except as to certain circumstances and
except as provided by applicable law.

        Additionally, Article XIII of the Company's Articles of Incorporation
limits the liability of directors of the Company to the Company or its
stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by the TBCA.  The effect of such
Article XIII (based on the TBCA as of the date of this Registration Statement)
is that the directors of the Company will not be personally liable for monetary
damages for breach of a director's fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for a
transaction from which a director received an improper benefit whether or not
the benefit resulted from an action taken within the scope of the director's
office, or (iv) for an act related to an unlawful stock repurchase or payment
of a dividend.

        Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

<TABLE>
<CAPTION>
 Exhibit
 Number          Description of Exhibit
--------         ----------------------
<S>              <C>
4.1              Articles of Incorporation of the Company.(1)

4.2              Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4.3              Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4.4              Bylaws of the Registrant.(1)

4.5              Form of Stock Certificate.(1)

5                Opinion of Jackson & Walker, L.L.P.(3)
</TABLE>





                                      -2-
<PAGE>   4
<TABLE>
<S>              <C>
15               None.

23.1             Consent of Coopers & Lybrand, L.L.P.(3)

23.3             Consent of Jackson & Walker, L.L.P. (included in the opinion of Jackson & Walker, L.L.P. filed as
                 Exhibit 5).(3)

24               Power of Attorney.(3)

28               None.

99               Employee Compensation Agreement.(3)
</TABLE>
____________

(1)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and
         incorporated herein by reference.

(2)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988, and
         incorporated herein by reference.

(3)      Filed herewith.


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 of 1933, as amended;

                                  (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% change in the maximum
                 aggregate offering price set forth in the "Calculation of
                 Registration Fee" table in the effective registration
                 statement;





                                      -3-
<PAGE>   5
                                  (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 information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act of 1934, as amended, that
are incorporated by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, as amended, 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 of 1933, as
amended, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act of 1934, as amended, 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 of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange 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.





                                      -4-
<PAGE>   6
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Tyler, State of Texas on
the 6th day of March, 1996.

                               TCA CABLE TV, INC.



                               By:  /s/ Jimmie F. Taylor
                                   ---------------------------------------
                                    Jimmie F. Taylor, Vice President,
                                    Chief Financial Officer and Teasurer


                               POWER OF ATTORNEY

         Each person whose signature appears below authorizes Robert M. Rogers,
Fred R. Nichols and Jimmie F. Taylor, and each of them, each of whom may act
without joinder of the other, to execute in the name of each such person who is
then an officer or director of the Registrant, and to file any amendments to
this Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Commission, in respect thereof, in connection with the
registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in such Registration
Statement as such attorney may deem appropriate.




                                     -5-
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                                   Title                              Date
               ---------                                   -----                              ----
 <S>                                           <C>                                   <C>
 /s/ Robert M. Rogers                              Chairman of the Board,            March 6, 1996         
 -------------------------------------            Chief Executive Officer            ----------------------
            Robert M. Rogers                            and Director         
                                               (Principal Executive Officer) 
                                                                             



 /s/ Fred R. Nichols                             President, Chief Operating          March 6, 1996         
 -------------------------------------              Officer and Director             ----------------------
            Fred R. Nichols                                             


 /s/ Jimmie F. Taylor                                 Vice President,                March 6, 1996         
 -------------------------------------            Chief Financial Officer            ----------------------
            Jimmie F. Taylor                           and Treasurer       
                                                 (Principal Accounting and 
                                                     Financial Officer)    
                                                                           


 /s/ Wayne J. McKinney                                    Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Wayne J. McKinney


 /s/ Ben R. Fisch, M.D.                                   Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Ben R. Fisch, M.D.


 /s/ A. W. Riter, Jr.                                     Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
            A. W. Riter, Jr.



 /s/ James F. Ackerman                                    Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           James F. Ackerman


 /s/ Kenneth S. Gunter                                    Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Kenneth S. Gunter


 /s/ Randall K. Rogers                                    Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Randall K. Rogers


 /s/ Fred W. Smith                                        Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Fred W. Smith
</TABLE>




                                      -6-
<PAGE>   8
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                                         Sequentially
Exhibit                                                                                    Numbered
Number          Description of Exhibit                                                       Page
------          ----------------------                                                       ----
<S>              <C>
4.1              Articles of Incorporation of the Company.(1)

4.2              Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4.3              Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4.4              Bylaws of the Registrant.(1)

4.5              Form of Stock Certificate.(1)

5                Opinion of Jackson & Walker, L.L.P.(3)

15               None.

23.1             Consent of Coopers & Lybrand, L.L.P.(3)

23.3             Consent of Jackson & Walker, L.L.P. (included in the opinion of Jackson 
                 & Walker, L.L.P. filed as Exhibit 5).(3)

24               Power of Attorney, (appearing on page 5 of this registration statement).(3)

28               None.

99               Employee Compensation Agreement.(3)
</TABLE>

____________________
(1)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and
         incorporated herein by reference.

(2)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988, and
         incorporated herein by reference.

(3)      Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21260}]
{"company-data": {"conformed-name": "TCA CABLE TV INC", "cik": "0000700997", "assigned-sic": "4841", "irs-number": "751798185", "state-of-incorporation": "TX", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01487", "film-number": "96531675"}, "business-address": {"street1": "3015 SE LOOP 323", "city": "TYLER", "state": "TX", "zip": "75701", "phone": "9035953701"}, "mail-address": {"street1": "P.O. BOX 130489", "city": "TYLER", "state": "TX", "zip": "75713"}}
1

     As filed with the Securities and Exchange Commission on March 6, 1996.
                                                   Registration No. 33-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

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

                               TCA CABLE TV, INC.
             (Exact name of registrant as specified in its charter)

               Texas                                  75-1798185
  (State or other jurisdiction of       (I.R.S. employer identification number)
  incorporation or organization)

                               3015 SSE Loop 323
                               Tyler, Texas 75701
                    (Address of principal executive offices)

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

                       EMPLOYMENT COMPENSATION AGREEMENT
                         DATED NOVEMBER 1, 1994 BETWEEN
                    DARRELL CAMPBELL AND TCA CABLE TV, INC.
                            (Full title of the Plan)

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

                                ROBERT M. ROGERS
                               3015 SSE Loop 323
                               Tyler, Texas 75701
          (Name and address of agent for service of agent for service)

                                 (903) 595-3701
                    (Telephone number, including area code,
                             of agent for service)

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

                                    COPY TO:
                               JAMES S. RYAN, III
                            Jackson & Walker, L.L.P.
                                901 Main Street
                                   Suite 6000
                              Dallas, Texas  75202
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                    Proposed           Proposed
                Title of                       Amount               Maximum            Maximum              Amount of
               Securities                       to be            Offering Price       Aggregate            Registration
            to be Registered                 Registered          Per Share (1)     Offering Price (1)         Fee (1)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value  .            5,000 shares           $34.07              $170,350             $100.00
=======================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c) and 457(h), registration fee is based on a
         price of $34.07 per share, which price is an average of the high and
         low prices of the Common Stock on the National Association of
         Securities Dealers Automated Quotation National Market System on March
         1, 1996.  Because the registration fee amounted to less than the
         minimum, the minimum registration fee of $100.00 is being submitted.
2
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Commission by
TCA Cable TV, Inc. (the "Company"), are incorporated herein by reference and
made a part hereof:

         (i)     Annual Report on Form 10-K for the fiscal year ended October
                 31, 1995;
         (ii)    Current Report on Form 8-K filed December 15, 1995; and
         (iii)   The description of the Company's Common Stock contained in the
                 Company's Registration Statement on Form S-1 (No. 2-75516) and
                 Registration Statement on Form 8-A (No. 2-88892), effective as
                 of March 17, 1984.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all of the Series A Common Stock offered hereunder has been sold or which
deregisters all of such Series A Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

         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 supersedes 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Texas corporation and The Texas Business Corporation
Act ("TBCA") empowers a corporation organized thereunder to indemnify its
directors and officers or former directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers.

                                      -1-
3
        Reference is made to Article IX and Article VII, Section 8 of the
Company's Articles of Incorporation and Bylaws, respectively, which provide for
indemnification of officers and directors except as to certain circumstances and
except as provided by applicable law.

        Additionally, Article XIII of the Company's Articles of Incorporation
limits the liability of directors of the Company to the Company or its
stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by the TBCA.  The effect of such
Article XIII (based on the TBCA as of the date of this Registration Statement)
is that the directors of the Company will not be personally liable for monetary
damages for breach of a director's fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for a
transaction from which a director received an improper benefit whether or not
the benefit resulted from an action taken within the scope of the director's
office, or (iv) for an act related to an unlawful stock repurchase or payment
of a dividend.

        Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit
 Number          Description of Exhibit
--------         ----------------------
4.1              Articles of Incorporation of the Company.(1)

4.2              Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4.3              Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4.4              Bylaws of the Registrant.(1)

4.5              Form of Stock Certificate.(1)

5                Opinion of Jackson & Walker, L.L.P.(3)
-2-
4
15               None.

23.1             Consent of Coopers & Lybrand, L.L.P.(3)

23.3             Consent of Jackson & Walker, L.L.P. (included in the opinion of Jackson & Walker, L.L.P. filed as
                 Exhibit 5).(3)

24               Power of Attorney.(3)

28               None.

99               Employee Compensation Agreement.(3)
____________

(1)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and
         incorporated herein by reference.

(2)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988, and
         incorporated herein by reference.

(3)      Filed herewith.

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 of 1933, as amended;

                                  (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% change in the maximum
                 aggregate offering price set forth in the "Calculation of
                 Registration Fee" table in the effective registration
                 statement;

                                      -3-
5
                                  (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 information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act of 1934, as amended, that
are incorporated by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, as amended, 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 of 1933, as
amended, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act of 1934, as amended, 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 of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange 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.

                                      -4-
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Tyler, State of Texas on
the 6th day of March, 1996.

                               TCA CABLE TV, INC.

                               By:  /s/ Jimmie F. Taylor
                                   ---------------------------------------
                                    Jimmie F. Taylor, Vice President,
                                    Chief Financial Officer and Teasurer

                               POWER OF ATTORNEY

         Each person whose signature appears below authorizes Robert M. Rogers,
Fred R. Nichols and Jimmie F. Taylor, and each of them, each of whom may act
without joinder of the other, to execute in the name of each such person who is
then an officer or director of the Registrant, and to file any amendments to
this Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Commission, in respect thereof, in connection with the
registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in such Registration
Statement as such attorney may deem appropriate.

                                     -5-
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                                   Title                              Date
               ---------                                   -----                              ----
/s/ Robert M. Rogers                              Chairman of the Board,            March 6, 1996         
 -------------------------------------            Chief Executive Officer            ----------------------
            Robert M. Rogers                            and Director         
                                               (Principal Executive Officer) 
                                                                             

 /s/ Fred R. Nichols                             President, Chief Operating          March 6, 1996         
 -------------------------------------              Officer and Director             ----------------------
            Fred R. Nichols                                             

 /s/ Jimmie F. Taylor                                 Vice President,                March 6, 1996         
 -------------------------------------            Chief Financial Officer            ----------------------
            Jimmie F. Taylor                           and Treasurer       
                                                 (Principal Accounting and 
                                                     Financial Officer)    
                                                                           

 /s/ Wayne J. McKinney                                    Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Wayne J. McKinney

 /s/ Ben R. Fisch, M.D.                                   Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Ben R. Fisch, M.D.

 /s/ A. W. Riter, Jr.                                     Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
            A. W. Riter, Jr.

 /s/ James F. Ackerman                                    Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           James F. Ackerman

 /s/ Kenneth S. Gunter                                    Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Kenneth S. Gunter

 /s/ Randall K. Rogers                                    Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Randall K. Rogers

 /s/ Fred W. Smith                                        Director                   March 6, 1996         
 -------------------------------------                                               ----------------------
           Fred W. Smith
-6-
8
                               INDEX TO EXHIBITS
Sequentially
Exhibit                                                                                    Numbered
Number          Description of Exhibit                                                       Page
------          ----------------------                                                       ----
4.1              Articles of Incorporation of the Company.(1)

4.2              Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4.3              Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4.4              Bylaws of the Registrant.(1)

4.5              Form of Stock Certificate.(1)

5                Opinion of Jackson & Walker, L.L.P.(3)

15               None.

23.1             Consent of Coopers & Lybrand, L.L.P.(3)

23.3             Consent of Jackson & Walker, L.L.P. (included in the opinion of Jackson 
                 & Walker, L.L.P. filed as Exhibit 5).(3)

24               Power of Attorney, (appearing on page 5 of this registration statement).(3)

28               None.

99               Employee Compensation Agreement.(3)
____________________
(1)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and
         incorporated herein by reference.

(2)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988, and
         incorporated herein by reference.

(3)      Filed herewith.