<PAGE>   1
    As filed with the Securities and Exchange Commission on July 14, 1995.

                                                   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 75713-0489
                    (Address of principal executive offices)

                               _______________

                AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                               _______________

                               ROBERT M. ROGERS
                              3015 SSE Loop 323
                           Tyler, Texas 75713-0489
         (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
                                      
    APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
     From time to time after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================
                 Title of                        Amount             Proposed          Maximum
                Securities                       to be              Maximum          Offering
             to be Registered                  Registered        Offering Price      Price (1)
                                                                 Per Share (1)                           Amount of
                                                                                                   Registration Fee (1)
- ------------------------------------------------------------------------------------------------------------------------
 <S>                                         <C>                     <C>            <C>                  <C>
 Common Stock, $.10 par value  . . . .       250,000 shares          $26.94         $6,735,000           $2,322.41
========================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c) and 457(h), the offering price and
         registration fee are based on a price of $26.94 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 July 10, 1995.
<PAGE>   2
         Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of the Registrant's
Registration Statement No. 33-21901 on Form S-8.
<PAGE>   3
PROSPECTUS

                                250,000 Shares*

                               TCA CABLE TV, INC.

                                  Common Stock

         This Prospectus has been prepared by TCA Cable TV, Inc., a Texas
corporation (the "Company"), for use upon resale by certain employees of the
Company (the "Selling Shareholders") of up to 250,000 shares of Common Stock,
par value of $0.10 per share (the "Common Stock"), of the Company.  The Selling
Shareholders have acquired and/or may in the future acquire, shares of Common
Stock from the Company pursuant to the exercise of outstanding options
heretofore granted and options to be hereafter granted to the Selling
Shareholders pursuant to the provisions of the Company's Amended and Restated
Incentive Stock Option Plan (the "Plan").

         The Common Stock may be sold from time to time by the Selling
Shareholders.  Such sales may be made through one or more brokers or dealers on
the NASDAQ/NMS, or any other over-the-counter market or exchange on which the
Common Stock is quoted or listed for trading, or in negotiated transactions, in
each case at prices and at terms then prevailing or at prices related to the
then current market price or at negotiated prices and terms.  Upon any sale of
the Common Stock offered hereby, the Selling Shareholders and participating
agents, brokers, dealers or marketmakers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and commissions or discounts or any profit realized on the resale of
such securities purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.  See "Plan of Distribution."

         The Common Stock is quoted through the National Association of
Securities Dealers Automated Quotation National Market System (the
"NASDAQ/NMS") under the symbol "TCAT."  On July 12, 1995, the last reported
sale price of the Common Stock, as reported on the NASDAQ/NMS, was $27.19.  The
Company will not receive any of the proceeds from the sales by the Selling
Stockholders.


*  This figure is an estimate.  The Company has filed a Registration Statement
   on Form S-8 (the "Registration Statement"), Registration Statement No.
   33-_________ (of which this Prospectus is a part) which covers the sale by
   the Company of up to 250,000 shares of Common Stock upon exercise of options
   granted or to be granted under the Plan.

                                ______________


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                 The date of this Prospectus is July 14, 1995.
<PAGE>   4
                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").  Such reports,
proxy statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; at the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621-2511;  and at 75 Park Place, Room
1228, New York, New York 10007.  Copies of such material also may be obtained
at prescribed rates from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.

         The Company has filed with the Commission a Registration Statement on
Form S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act in connection with the offer and sale of
the Common Stock to be issued pursuant to the exercise of options under the
Plan.  As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth or incorporated by
reference in the Registration Statement.  Copies of the Registration Statement
are available from the Public Reference Section of the Commission at prescribed
rates.  Statements contained herein concerning the provisions of documents
filed with the Registration Statement are necessarily summaries of such
documents, and each such statement is qualified in its entirety by reference to
the copy of the applicable documents filed with the Commission.

         The Company's principal executive offices are located at 3015 SSE Loop
323, Tyler, Texas 75713-0489, and the Company's telephone number is (903)
595-3701.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:  (i)
Annual Report on Form 10-K for the year ended October 31, 1994; (ii) Quarterly
Report on Form 10-Q for the quarter ended January 31, 1995; (iii) Quarterly
Report of the Company on Form 10-Q for the quarter ended April 30, 1995; and
(iv) description of the 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 Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder 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 Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or





                                      -2-
<PAGE>   5
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 Prospectus.

         The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).  Written or telephone requests for such documents should be
directed to TCA Cable TV, Inc., 3015 S.S.E. Loop 323, Tyler, Texas 75713-0489,
Attn: Jimmie Taylor (telephone number: (903) 595-3701).


                                USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the Common
Stock offered hereby.


                              SELLING SHAREHOLDERS

         Information relating to Selling Shareholders will be provided by
Prospectus Supplement.


                              PLAN OF DISTRIBUTION

         The Common Stock offered hereby may be sold from time to time by the
Selling Stockholders or permitted transferees.  The Common Stock may be
disposed of from time to time in one or more transactions through any one or
more of the following: (i) to purchasers directly, (ii) in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders or permitted transferees and/or from the purchasers of the Common
Stock for whom they may act as agent, (iv) the writing of options on the Common
Stock, (v) the pledge of the Common Stock as security for any loan or
obligation, including pledges to brokers or dealers who may, from time to time,
themselves effect distributions of the Common Stock or interests therein, (vi)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its own account pursuant to this Prospectus, (vii) a block trade in
which the broker or dealer so engaged will attempt to sell the Common Stock as
agent but may position and resell a portion of the block as principal to
facilitate the transaction and (viii) an exchange distribution in accordance
with the rules of such exchange or transactions in the over the counter market.
Such sales may be made at prices and at terms then prevailing or at prices
related to the then current market price or at negotiated prices and terms.  In
effecting sales, brokers or dealers may arrange for other brokers or dealers to
participate.  The Selling Stockholders or permitted transferees and any
underwriters, brokers,





                                      -3-
<PAGE>   6
dealers or agents that participate in the distribution of the Common Stock may
be deemed to be "underwriters" within the meaning of the Securities Act and any
profit on the sale of the Common Stock by them and any discounts, commissions
or concessions received by any such underwriters, brokers, dealers or agents
may be deemed to be underwriting commissions or discounts under the Securities
Act.

         The Company will pay all of the expenses incident to the offering and
sale of the Common Stock to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Stockholders related thereto.

                                 LEGAL MATTERS

         Certain legal matters in connection with the validity of the Common
Stock offered hereby have been passed upon for the Company by Jackson & Walker,
L.L.P., 901 Main Street, Suite 6000, Dallas, Texas 75202.


                                    EXPERTS

         The financial statements and schedules appearing in the Company's
Annual Report on Form 10-K for the year ended October 31, 1994, have been
audited by Coopers & Lybrand, L.L.P., independent auditors, as set forth in
their report thereon included therein. Such statements and schedules are 
incorporated herein by reference in reliance on such report, which was 
given on the authority of that firm as experts in accounting and auditing.


                                INDEMNIFICATION

         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.

         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 Prospectus) is that the
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary





                                      -4-
<PAGE>   7
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.





                                      -5-
<PAGE>   8

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                               Page
                                                               ----
                 <S>                                            <C>

                 Available Information . . . . . . . . . . . .  2
                 Incorporation by Reference  . . . . . . . . .  2
                 Use of Proceeds . . . . . . . . . . . . . . .  3
                 Selling Shareholders  . . . . . . . . . . . .  3
                 Plan of Distribution  . . . . . . . . . . . .  3
                 Legal Matters . . . . . . . . . . . . . . . .  4
                 Experts . . . . . . . . . . . . . . . . . . .  4
                 Indemnification . . . . . . . . . . . . . . .  4
</TABLE>





                 No person has been authorized to give any
                 information or to make any representations other
                 than those contained in this Prospectus, and if
                 given or made, such information or representations
                 must not be relied upon.  This Prospectus does not
                 constitute an offer to sell or a solicitation to
                 buy any securities other than registered
                 securities to which it relates, or an offer to or
                 a solicitation of any person in any jurisdiction
                 where such offer or solicitation would be
                 unlawful.  The delivery of this Prospectus at any
                 time does not imply that the information herein is
                 correct as of any time subsequent to its date.

                 ___________________________________________________





                                250,000 SHARES
                                       
                                       
                                       
                                       
                                       
                              TCA CABLE TV, INC.
                                       
                                       
                                       
                                       
                                       
                                 COMMON STOCK
                                       
                                       
                                       
                                       
                                _______________
                                       
                                  PROSPECTUS
                                       
                                _______________                   



                                 July 14, 1995
                                       
                                       



                                      -6-
<PAGE>   9
                                    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
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, 1994; (ii)
Quarterly Report on Form 10-Q for the quarter ended January 31, 1995; (iii)
Quarterly Report on Form 10-Q for the quarter ended April 30, 1995; and (iv)
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 which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
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.

         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





                                     II-1
<PAGE>   10
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 Prospectus) 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(a)             Articles of Incorporation of the Registrant.(1)

4(b)             Articles of Amendment to Articles of Incorporation of the
                 Registrant.(2)

4(c)             Articles of Amendment to Articles of Incorporation of the
                 Registrant.(2)

4(d)             Bylaws of the Registrant.(1)

4(e)             Form of Stock Certificate.(1)

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

15               None.

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

23(b)            Consent of Jackson & Walker, L.L.P.(4)

24               Power of Attorney.(3)

25               None.





                                     II-2
<PAGE>   11
27               None.

28               None.

99               Amended and Restated Incentive Stock Option Plan.(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 March 16, 1988,
         and incorporated herein by reference.

(3)      Filed herewith.

(4)      Included in the opinion of Jackson & Walker, L.L.P., 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;

                                  (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;

                                  (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 registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

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

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





                                      II-3
<PAGE>   12
         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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 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 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 Act and
will be governed by the final adjudication of such issue.







                                      II-4
<PAGE>   13
                                   SIGNATURES

THE REGISTRANT

         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 15th day of May, 1995.

                                        TCA CABLE TV, INC.
                                        (Registrant)


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



                               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.





                                      II-5
<PAGE>   14
         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, Chief           April 28, 1995
- --------------------------              Executive Officer and Director                       
Robert M. Rogers                        (Principal Executive Officer) 
                                                                      
                                        

/s/ Fred R. Nichols                     President, Chief Operating             April 28, 1995
- --------------------------              Officer and Director                                 
Fred R. Nichols                                             
                                        

/s/ Wayne J. McKinney                   Director                               April 28, 1995
- --------------------------                                                                    
Wayne J. McKinney


/s/ Ben R. Fisch, M.D.                  Director                               April 28, 1995
- --------------------------                                                                   
Ben R. Fisch, M.D.


/s/ A. W. Riter, Jr.                    Director                               April 28, 1995
- --------------------------                                                                
A. W. Riter, Jr.


/s/ James F. Ackerman                   Director                               April 28, 1995
- --------------------------                                                                   
James F. Ackerman


/s/ Kenneth S. Gunter                   Director                               April 28, 1995
- --------------------------                                                                  
Kenneth S. Gunter


/s/ Randall K. Rogers                   Director                               April 28, 1995
- --------------------------                                                                  
Randall K. Rogers

/s/ Jimmie F. Taylor                    Vice President, Chief                  April 28, 1995
- --------------------------              Financial Officer and                               
Jimmie F. Taylor                        Treasurer (Principal    
                                        Accounting and Financial
                                        Officer)                
                                                                
                                        
</TABLE>




                                      II-6
<PAGE>   15
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                                      
Exhibit No.                        Exhibit                                            
- -----------                        -------                                            
<S>              <C>                                                                     
4(a)             Articles of Incorporation of the Registrant.(1)  . . . . . . . . . . . . .

4(b)             Articles of Amendment to Articles of
                 Incorporation of the Registrant(2)   . . . . . . . . . . . . . . . . . . .

4(c)             Articles of Amendment to Articles of
                 Incorporation of the Registrant(2)   . . . . . . . . . . . . . . . . . . .

4(d)             Bylaws of the Registrant.(1)   . . . . . . . . . . . . . . . . . . . . . .

4(e)             Form of Stock Certificate. (1)   . . . . . . . . . . . . . . . . . . . . .

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

15               None   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

23(b)            Consent of Jackson & Walker, L.L.P..(4)  . . . . . . . . . . . . . . . . .

24               Power of Attorney(3)   . . . . . . . . . . . . . . . . . . . . . . . . . .

25               None   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27               None   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28               None   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99               Amended and Restated Incentive Stock Option Plan(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 by reference herein.
(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 by reference herein.
(3)              Filed herewith 
(4)              Included in the Opinion of Jackson & Walker, L.L.P., 
                 filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 36709}]
{"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": "033-61041", "film-number": "95553990"}, "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 July 14, 1995.

                                                   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 75713-0489
                    (Address of principal executive offices)

                               _______________

                AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                               _______________

                               ROBERT M. ROGERS
                              3015 SSE Loop 323
                           Tyler, Texas 75713-0489
         (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
                                      
    APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
     From time to time after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE
========================================================================================================================
                 Title of                        Amount             Proposed          Maximum
                Securities                       to be              Maximum          Offering
             to be Registered                  Registered        Offering Price      Price (1)
                                                                 Per Share (1)                           Amount of
                                                                                                   Registration Fee (1)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value  . . . .       250,000 shares          $26.94         $6,735,000           $2,322.41
========================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c) and 457(h), the offering price and
         registration fee are based on a price of $26.94 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 July 10, 1995.
2
         Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of the Registrant's
Registration Statement No. 33-21901 on Form S-8.
3
PROSPECTUS

                                250,000 Shares*

                               TCA CABLE TV, INC.

                                  Common Stock

         This Prospectus has been prepared by TCA Cable TV, Inc., a Texas
corporation (the "Company"), for use upon resale by certain employees of the
Company (the "Selling Shareholders") of up to 250,000 shares of Common Stock,
par value of $0.10 per share (the "Common Stock"), of the Company.  The Selling
Shareholders have acquired and/or may in the future acquire, shares of Common
Stock from the Company pursuant to the exercise of outstanding options
heretofore granted and options to be hereafter granted to the Selling
Shareholders pursuant to the provisions of the Company's Amended and Restated
Incentive Stock Option Plan (the "Plan").

         The Common Stock may be sold from time to time by the Selling
Shareholders.  Such sales may be made through one or more brokers or dealers on
the NASDAQ/NMS, or any other over-the-counter market or exchange on which the
Common Stock is quoted or listed for trading, or in negotiated transactions, in
each case at prices and at terms then prevailing or at prices related to the
then current market price or at negotiated prices and terms.  Upon any sale of
the Common Stock offered hereby, the Selling Shareholders and participating
agents, brokers, dealers or marketmakers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and commissions or discounts or any profit realized on the resale of
such securities purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.  See "Plan of Distribution."

         The Common Stock is quoted through the National Association of
Securities Dealers Automated Quotation National Market System (the
"NASDAQ/NMS") under the symbol "TCAT."  On July 12, 1995, the last reported
sale price of the Common Stock, as reported on the NASDAQ/NMS, was $27.19.  The
Company will not receive any of the proceeds from the sales by the Selling
Stockholders.

*  This figure is an estimate.  The Company has filed a Registration Statement
   on Form S-8 (the "Registration Statement"), Registration Statement No.
   33-_________ (of which this Prospectus is a part) which covers the sale by
   the Company of up to 250,000 shares of Common Stock upon exercise of options
   granted or to be granted under the Plan.

                                ______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                 The date of this Prospectus is July 14, 1995.
4
                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").  Such reports,
proxy statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; at the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621-2511;  and at 75 Park Place, Room
1228, New York, New York 10007.  Copies of such material also may be obtained
at prescribed rates from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.

         The Company has filed with the Commission a Registration Statement on
Form S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act in connection with the offer and sale of
the Common Stock to be issued pursuant to the exercise of options under the
Plan.  As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth or incorporated by
reference in the Registration Statement.  Copies of the Registration Statement
are available from the Public Reference Section of the Commission at prescribed
rates.  Statements contained herein concerning the provisions of documents
filed with the Registration Statement are necessarily summaries of such
documents, and each such statement is qualified in its entirety by reference to
the copy of the applicable documents filed with the Commission.

         The Company's principal executive offices are located at 3015 SSE Loop
323, Tyler, Texas 75713-0489, and the Company's telephone number is (903)
595-3701.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:  (i)
Annual Report on Form 10-K for the year ended October 31, 1994; (ii) Quarterly
Report on Form 10-Q for the quarter ended January 31, 1995; (iii) Quarterly
Report of the Company on Form 10-Q for the quarter ended April 30, 1995; and
(iv) description of the 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 Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder 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 Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or

                                      -2-
5
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 Prospectus.

         The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).  Written or telephone requests for such documents should be
directed to TCA Cable TV, Inc., 3015 S.S.E. Loop 323, Tyler, Texas 75713-0489,
Attn: Jimmie Taylor (telephone number: (903) 595-3701).

                                USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the Common
Stock offered hereby.

                              SELLING SHAREHOLDERS

         Information relating to Selling Shareholders will be provided by
Prospectus Supplement.

                              PLAN OF DISTRIBUTION

         The Common Stock offered hereby may be sold from time to time by the
Selling Stockholders or permitted transferees.  The Common Stock may be
disposed of from time to time in one or more transactions through any one or
more of the following: (i) to purchasers directly, (ii) in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders or permitted transferees and/or from the purchasers of the Common
Stock for whom they may act as agent, (iv) the writing of options on the Common
Stock, (v) the pledge of the Common Stock as security for any loan or
obligation, including pledges to brokers or dealers who may, from time to time,
themselves effect distributions of the Common Stock or interests therein, (vi)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its own account pursuant to this Prospectus, (vii) a block trade in
which the broker or dealer so engaged will attempt to sell the Common Stock as
agent but may position and resell a portion of the block as principal to
facilitate the transaction and (viii) an exchange distribution in accordance
with the rules of such exchange or transactions in the over the counter market.
Such sales may be made at prices and at terms then prevailing or at prices
related to the then current market price or at negotiated prices and terms.  In
effecting sales, brokers or dealers may arrange for other brokers or dealers to
participate.  The Selling Stockholders or permitted transferees and any
underwriters, brokers,

                                      -3-
6
dealers or agents that participate in the distribution of the Common Stock may
be deemed to be "underwriters" within the meaning of the Securities Act and any
profit on the sale of the Common Stock by them and any discounts, commissions
or concessions received by any such underwriters, brokers, dealers or agents
may be deemed to be underwriting commissions or discounts under the Securities
Act.

         The Company will pay all of the expenses incident to the offering and
sale of the Common Stock to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Stockholders related thereto.

                                 LEGAL MATTERS

         Certain legal matters in connection with the validity of the Common
Stock offered hereby have been passed upon for the Company by Jackson & Walker,
L.L.P., 901 Main Street, Suite 6000, Dallas, Texas 75202.

                                    EXPERTS

         The financial statements and schedules appearing in the Company's
Annual Report on Form 10-K for the year ended October 31, 1994, have been
audited by Coopers & Lybrand, L.L.P., independent auditors, as set forth in
their report thereon included therein. Such statements and schedules are 
incorporated herein by reference in reliance on such report, which was 
given on the authority of that firm as experts in accounting and auditing.

                                INDEMNIFICATION

         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.

         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 Prospectus) is that the
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary

                                      -4-
7
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.

                                      -5-
8

                                  TABLE OF CONTENTS
Page
                                                               ----
Available Information . . . . . . . . . . . .  2
                 Incorporation by Reference  . . . . . . . . .  2
                 Use of Proceeds . . . . . . . . . . . . . . .  3
                 Selling Shareholders  . . . . . . . . . . . .  3
                 Plan of Distribution  . . . . . . . . . . . .  3
                 Legal Matters . . . . . . . . . . . . . . . .  4
                 Experts . . . . . . . . . . . . . . . . . . .  4
                 Indemnification . . . . . . . . . . . . . . .  4
No person has been authorized to give any
                 information or to make any representations other
                 than those contained in this Prospectus, and if
                 given or made, such information or representations
                 must not be relied upon.  This Prospectus does not
                 constitute an offer to sell or a solicitation to
                 buy any securities other than registered
                 securities to which it relates, or an offer to or
                 a solicitation of any person in any jurisdiction
                 where such offer or solicitation would be
                 unlawful.  The delivery of this Prospectus at any
                 time does not imply that the information herein is
                 correct as of any time subsequent to its date.

                 ___________________________________________________

                                250,000 SHARES
                                       
                                       
                                       
                                       
                                       
                              TCA CABLE TV, INC.
                                       
                                       
                                       
                                       
                                       
                                 COMMON STOCK
                                       
                                       
                                       
                                       
                                _______________
                                       
                                  PROSPECTUS
                                       
                                _______________                   

                                 July 14, 1995
                                       
                                       

                                      -6-
9
                                    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
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, 1994; (ii)
Quarterly Report on Form 10-Q for the quarter ended January 31, 1995; (iii)
Quarterly Report on Form 10-Q for the quarter ended April 30, 1995; and (iv)
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 which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
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.

         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

                                     II-1
10
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 Prospectus) 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(a)             Articles of Incorporation of the Registrant.(1)

4(b)             Articles of Amendment to Articles of Incorporation of the
                 Registrant.(2)

4(c)             Articles of Amendment to Articles of Incorporation of the
                 Registrant.(2)

4(d)             Bylaws of the Registrant.(1)

4(e)             Form of Stock Certificate.(1)

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

15               None.

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

23(b)            Consent of Jackson & Walker, L.L.P.(4)

24               Power of Attorney.(3)

25               None.

                                     II-2
11
27               None.

28               None.

99               Amended and Restated Incentive Stock Option Plan.(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 March 16, 1988,
         and incorporated herein by reference.

(3)      Filed herewith.

(4)      Included in the opinion of Jackson & Walker, L.L.P., 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;

                                  (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;

                                  (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 registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

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

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

                                      II-3
12
         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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 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 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 Act and
will be governed by the final adjudication of such issue.

                                      II-4
13
                                   SIGNATURES

THE REGISTRANT

         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 15th day of May, 1995.

                                        TCA CABLE TV, INC.
                                        (Registrant)

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

                               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.

                                      II-5
14
         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, Chief           April 28, 1995
- --------------------------              Executive Officer and Director                       
Robert M. Rogers                        (Principal Executive Officer) 
                                                                      
                                        

/s/ Fred R. Nichols                     President, Chief Operating             April 28, 1995
- --------------------------              Officer and Director                                 
Fred R. Nichols                                             
                                        

/s/ Wayne J. McKinney                   Director                               April 28, 1995
- --------------------------                                                                    
Wayne J. McKinney

/s/ Ben R. Fisch, M.D.                  Director                               April 28, 1995
- --------------------------                                                                   
Ben R. Fisch, M.D.

/s/ A. W. Riter, Jr.                    Director                               April 28, 1995
- --------------------------                                                                
A. W. Riter, Jr.

/s/ James F. Ackerman                   Director                               April 28, 1995
- --------------------------                                                                   
James F. Ackerman

/s/ Kenneth S. Gunter                   Director                               April 28, 1995
- --------------------------                                                                  
Kenneth S. Gunter

/s/ Randall K. Rogers                   Director                               April 28, 1995
- --------------------------                                                                  
Randall K. Rogers

/s/ Jimmie F. Taylor                    Vice President, Chief                  April 28, 1995
- --------------------------              Financial Officer and                               
Jimmie F. Taylor                        Treasurer (Principal    
                                        Accounting and Financial
                                        Officer)
II-6
15
                               INDEX TO EXHIBITS
Exhibit No.                        Exhibit                                            
- -----------                        -------
4(a)             Articles of Incorporation of the Registrant.(1)  . . . . . . . . . . . . .

4(b)             Articles of Amendment to Articles of
                 Incorporation of the Registrant(2)   . . . . . . . . . . . . . . . . . . .

4(c)             Articles of Amendment to Articles of
                 Incorporation of the Registrant(2)   . . . . . . . . . . . . . . . . . . .

4(d)             Bylaws of the Registrant.(1)   . . . . . . . . . . . . . . . . . . . . . .

4(e)             Form of Stock Certificate. (1)   . . . . . . . . . . . . . . . . . . . . .

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

15               None   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

23(b)            Consent of Jackson & Walker, L.L.P..(4)  . . . . . . . . . . . . . . . . .

24               Power of Attorney(3)   . . . . . . . . . . . . . . . . . . . . . . . . . .

25               None   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27               None   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28               None   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99               Amended and Restated Incentive Stock Option Plan(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 by reference herein.
(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 by reference herein.
(3)              Filed herewith 
(4)              Included in the Opinion of Jackson & Walker, L.L.P., 
                 filed herewith.