As filed with the Securities and Exchange Commission
                            on June 29, 1999

                                                    Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                             ----------------------

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

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

                       HUNGARIAN TELEPHONE AND CABLE CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                      13-3652685
--------------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

100 First Stamford Place, Stamford, CT                   06902
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

                           HUNGARIAN TELEPHONE AND CABLE CORP.
                  1992 Incentive Stock Option Plan, as amended
                       (Additional 250,000 Shares Added)
 -------------------------------------------------------------------------------
                            (Full title of the plans)


                                 Peter T. Noone
                                 General Counsel
                       Hungarian Telephone and Cable Corp.
                            100 First Stamford Place
                               Stamford, CT 06902
                                 (203) 348-9069

                       (Name, address including zip code,
                         and telephone number including
                        area code, of agent for service)
--------------------------------------------------------------------------------

<PAGE>


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                              Proposed       Proposed
Title of                      Maximum        Maximum        Amount
Securities     Amount         Offering       Aggregate        of
 to be          to be         Price Per      Offering    Registration
Registered   Registered        Share          Price          Fee
--------------------------------------------------------------------------------
Common Stock,
 par value
 $.001 per
 Share       250,000(1)(2)     $6.50(3)    $1,625,000(3)     $452
--------------------------------------------------------------------------------
(1)    Consists of 250,000 shares of Common  Stock,  par value  $.001  per share
       of  Hungarian  Telephone  and  Cable  Corp. ("Common  Stock"),   issuable
       under the Hungarian Telephone and Cable Corp. 1992 Incentive Stock Option
       Plan, as amended (the "Incentive Plan").

(2)    Pursuant to Rule 416  under  the  Securities Act of 1933, as amended (the
       "Securities Act"), this Registration Statement covers, in addition to the
       number  of  shares  set  forth  above,  an indeterminate number of shares
       which,  by  reason of certain events specified in the Incentive Plan, may
       become subject to the Incentive Plan.

(3)    The  250,000  shares  of Common Stock are reserved for issuance under the
       Incentive Plan.  The offering price for the shares registered hereby have
       been  calculated  in  accordance  with  Rules  457(c)  and  (h) under the
       Securities Act solely for the purpose of calculating the registration fee
       and  is  based  on  the  average of the high and low prices of the Common
       Stock  as  reported  on  the American Stock Exchange on June  28, 1999 of
       $6.50 per share.

--------------------------------------------------------------------------------
Note:  This  Registration  Statement,  pursuant  to  Instruction  C of Form S-8,
includes a Re-Offer  Prospectus for the resale of 250,000 shares of Common Stock
issuable  upon  the  exercise of options  that  may  be  granted pursuant to the
Incentive Plan.
--------------------------------------------------------------------------------


<PAGE>


                       HUNGARIAN TELEPHONE AND CABLE CORP.

        Cross-Reference Sheet Showing Location in Re-Offer Prospectus
                  of Information Required by Items of Form S-8

Form S-8 Item and Heading                             Location in Prospectus
--------------------------                            ----------------------
1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus                         Front Cover Page

2.   Inside Front and Outside Back
     Cover Page of Prospectus                         Inside Front Cover Page

3.   Summary Information, Risk
     Factors and Ratio of Earnings
     to Fixed Charges                                 The Company

4.   Use of Proceeds                                  Use of Proceeds

5.   Determination of Offering
     Price                                            Not applicable

6.   Dilution                                         Not applicable

7.   Selling Security Holders                         Selling Stockholders

8.   Plan of Distribution                             Plan of Distribution

9.   Description of Securities to
     be Registered                                    Description of Capital
                                                      Stock

10.  Interest of Named Experts
     and Counsel                                      Legal Matters

11.  Material Changes                                 Not applicable

12.  Incorporation of Certain
     Information by Reference                         Incorporation of
                                                      Certain Documents by
                                                      Reference
13.  Disclosure of Commission
     Position on Indemnification for                  Indemnification of
     Securities Act Liabilities                       Directors and Officers


<PAGE>



                                PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to all  of the participants in the Hungarian Telephone
and  Cable  Corp.  1992 Incentive Stock Option Plan, as amended, as specified by
Rule  428(b)(1)  promulgated  by  the  Securities  and  Exchange Commission (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

         Such  documents  and  the  documents incorporated by reference into the
Registration  Statement  pursuant to  Item 3 of Part II  hereof, taken together,
constitute  a  prospectus  that  meets  the requirements of Section 10(a) of the
Securities Act.


<PAGE>
                               RE-OFFER PROSPECTUS

                       HUNGARIAN TELEPHONE AND CABLE CORP.
                         250,000 SHARES OF COMMON STOCK
                         ------------------------------
                          (Par Value $0.001 Per Share)
                     OFFERED AS SET FORTH HEREIN PURSUANT TO
                     HUNGARIAN TELEPHONE AND CABLE CORP.'S
                  1992 INCENTIVE STOCK OPTION PLAN, AS AMENDED
                         ------------------------------
         This  Prospectus  relates  to  offers  and  sales  by  certain current,
or future,  employees,  officers,  consultants  and/or  directors  of  Hungarian
Telephone  and  Cable  Corp.,  a  Delaware  corporation  (the  "Company"  or the
"Registrant"), who may be deemed to be "affiliates" of the Company as defined in
Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), of
up to 250,000  shares (the  "Shares") of Common Stock of the Company that may be
acquired by such persons upon  exercise of stock  options that may be granted to
such selling  stockholders  pursuant to the Hungarian  Telephone and Cable Corp.
1992  Incentive  Stock  Option  Plan,  as amended (the  "Incentive  Plan").  The
current, or future, employees,  officers,  consultants and directors selling the
Shares are hereinafter collectively referred to as  the "Selling  Stockholders".
The  Shares  were added to the  Incentive  Plan on June 10,  1998,  the date the
Company's stockholders approved adding the Shares to the Incentive Plan.

         The Shares may be offered  for sale  hereby from time to time by any or
all of the Selling  Stockholders for their own benefit. The Company will receive
no portion of the proceeds of sales made hereunder. All expenses of registration
incurred in connection  with this  offering are being borne by the Company,  but
all selling and other  expenses  incurred  by the Selling  Stockholders  will be
borne by such Selling Stockholders.

         All or a portion of the Shares  offered hereby may be offered for sale,
from  time to time in one or more  transactions  on a  securities  exchange,  in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices. All brokers'  commissions,  concessions or discounts will be paid by the
Selling Stockholders.

         The  Selling  Stockholders  and any  brokers  executing  sale orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities  Act of 1933, as amended (the  "Securities  Act"),  in
which  event  commissions   received  by  such  brokers  may  be  deemed  to  be
underwriting commissions under the Securities Act.

         The Common Stock of the Company  trades on the American  Stock Exchange
under  the  symbol  "HTC."  On  June  28, 1999,  the  average  of  the  high and
low sale prices of the Company's  Common Stock as reported on the American Stock
Exchange was $6.50.
                            -------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES  COMMISSION (THE
"STATE COMMISSION"). NOR HAS THE COMMISSION OR ANY STATE COMMISSION  PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
                            -------------------------
NEITHER THE FACT THAT A  REGISTRATION  STATEMENT  HAS BEEN FILED WITH THE UNITED
STATES  SECURITIES  AND  EXCHANGE  COMMISSION  NOR THE FACT THAT A  SECURITY  IS
EFFECTIVELY  REGISTERED  CONSTITUTES  A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT THE REGISTRATION  STATEMENT IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN  EXEMPTION  OR EXCEPTION IS AVAILABLE
FOR A  SECURITY  OR A  TRANSACTION  MEANS  THAT  THE  SECRETARY  OF STATE OF NEW
HAMPSHIRE  HAS  PASSED  IN ANY WAY UPON THE  MERITS  OR  QUALIFICATIONS  OF,  OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,  SECURITY,  OR TRANSACTION.  IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE  PURCHASER,  CUSTOMER,
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
                            -------------------------
     No  person  has  been  authorized  to give any  information  or to make any
representations,  other than as contained  herein,  in connection with the offer
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must not be relied upon. This Prospectus does not constitute an
offering in any state in which such  offering may not lawfully be made.  Neither
the delivery of this  Prospectus  nor any sales made  hereunder  shall under any
circumstances  create  any  implication  that  there  has been no  change in the
information  herein  or in the  affairs  of the  Company  since the date of this
Prospectus.
                           -------------------------
             The Date of this Prospectus is June 29, 1999
                                 ---------------
<PAGE>





                                TABLE OF CONTENTS

                                                               Page
                                                               ----
Available Information........................................    1

Incorporation of Certain Documents by Reference..............    1

The Company..................................................    3

Use of Proceeds..............................................    3

Description of Capital Stock.................................    3

Selling Stockholders.........................................    4

Transfer Agent and Registrar.................................    4

Plan of Distribution.........................................    5

Legal Matters................................................    5

Indemnification of Directors and Officers....................    6




<PAGE>


                              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 and other  information  with the Commission.
Such reports, proxy statements and other information can be inspected and copied
at the Public  Reference  Facilities  of the  Commission  at the  offices of the
Commission, at 450 Fifth Street, NW, Washington, D.C. 20549; and at its regional
offices  located  at  Northwestern  Atrium  Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661-2511,  and  at 7 World Trade Center, 13th Floor,
New York, New York 10048.  Copies  of  such  material may also be obtained, upon
payment  of   prescribed  fees,   from  the  Public  Reference  Section  of  the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549.
Such material may also be accessed  electronically  by means of the Commission's
home page on the Internet at  http://www.sec.gov.  In addition,  such  material,
dated through December 19, 1995, is also available for inspection at the offices
of the NASDAQ Stock Market,  Reports Section,  1735 K Street, N.W.,  Washington,
D.C. 20006.  Such material,  beginning  December 20, 1995, is also available for
inspection at the offices of the American Stock Exchange,  86 Trinity Place, New
York, New York 10006.  This  Prospectus  does not contain all of the information
set forth in the Registration  Statement of which  this Prospectus is a part and
which the Company has filed with the Commission.  For further  information  with
respect to the Company and the securities  offered hereby,  reference is made to
the  Registration  Statement,  including  the exhibits  filed as a part thereof,
copies of which can be  inspected  at, or  obtained at  prescribed  rates in the
manner set forth  above.  Additional  updating  information  with respect to the
Company may be provided in the future by means of appendices or  supplements  to
the Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests  should be  directed  to Peter T.  Noone,  General  Counsel,  Hungarian
Telephone  and Cable Corp.,  100 First  Stamford  Place,  Stamford,  Connecticut
06902; telephone number (203) 348-9069.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  previously  filed by the  Company  with the
Commission are hereby  incorporated  by reference  into this  Prospectus and are
contained in a file maintained at the principal United States executive  offices
of the Company.

          1. The  Company's  Annual  Report on  Form  10-K  for  the  year ended
December 31, 1998.


<PAGE>


                                       -2-


         2. The  Company's Quarterly Report on Form 10-Q for  the  quarter ended
March 31, 1999.

         3. All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to above.

         4. The Company's  Definitive  Proxy Statement for its Annual Meeting of
Stockholders held on May 25, 1999.

         5. The  description of the Common Stock,  par value $.001 per share, of
the  Company  contained  in the  Company's  Registration  Statement  filed under
Section 12(b) of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.  See "Description of Capital Stock" in
this Prospectus for a description of the Registrant's Common Stock.

         All  documents  filed by the Company  with the  Commission  pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Prospectus  and to be a part hereof and thereof  from the date of filing of such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or  superseded  for purposes of this  Prospectus  to the extent that a statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
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  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
into  the  information that is incorporated). Requests for information should be
directed  to  Peter T. Noone,  General  Counsel,  Hungarian  Telephone and Cable
Corp.,  100  First  Stamford  Place,  Stamford,  Connecticut  06902;   telephone
number (203) 348-9069. The Company filed the reports listed above electronically
with  the  Commission  and will  file its  future  filings  with the  Commission
electronically.  The public  may read and copy any  materials  that the  Company
files with the Commission at the Commission's Public Reference Room at 450 Fifth
Street,  N.W.,  Washington, DC  20549.  The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC  maintains  an  Internet site  that  contains reports, proxy and information
statements,  and  other  information  regarding the Company filed electronically
with the Commission.   The Commission's home page on the Internet is http://www.
sec.gov.

         All  information  appearing  in this  Prospectus  is  qualified  in its
entirety by the detailed information,  including financial statements, appearing
in the documents incorporated herein or therein by reference.


<PAGE>


                                       -3-


                                   THE COMPANY

         The   Company,   a  Delaware   corporation,   through   its   Hungarian
subsidiaries,  is engaged in the provision of basic  telephone  services in five
defined regions within the Republic of Hungary.

         The Company's  United  States  office is located at 100 First  Stamford
Place, Suite 204, Stamford,  Connecticut  06902;  telephone (203) 348-9069.  The
Company's  principal  office  in  Hungary is located at Terez krt. 46, Budapest;
telephone (361) 474-7700.


                                 USE OF PROCEEDS

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


                          DESCRIPTION OF CAPITAL STOCK

         Common Stock

         The authorized  capital stock of the Company consists of (i) 25,000,000
shares of Common Stock,  par value $.001 and (ii) 5,000,000  shares of Preferred
Stock, par value $.001 per share (the "Preferred Stock").

         The holders of Common  Stock are entitled to one vote for each share of
record held by them on all matters to be voted on by  stockholders.  There is no
right to cumulative voting.

         The holders of Common Stock are entitled to receive  dividends when, as
and if  declared  by the  Board  of  Directors  out of funds  legally  available
therefor. In the event of liquidation,  dissolution or winding up of the affairs
of the Company, the holders of Common Stock are entitled to share ratably in all
assets   remaining   available  for   distribution  to  them  after  payment  of
liabilities.  Except for  certain  existing  shareholders,  holders of shares of
Common Stock have no preemptive, subscription, conversion, redemption or sinking
fund rights.  The rights,  preferences and privileges of holders of Common Stock
are  subject to any class or series of  Preferred  Stock  which the  Company may
issue in the future.


         Preferred Stock

         The Board of Directors of the Company is authorized to issue  Preferred
Stock  in  classes  or  series  and  to  fix  the   designations,   preferences,
qualifications, limitations, or restrictions of any class or series with respect
to the rate and nature of dividends, the price and terms and conditions on which
shares  may be  redeemed,  the  amount  payable  in the  event of  voluntary  or
involuntary  liquidation,  the terms and  conditions  for conversion or exchange
into any other class or series of stock, voting rights and other terms.

<PAGE>

                                       -4-


                              SELLING STOCKHOLDERS

         The  Shares  that  may  be  offered  for  sale from time to time by the
Selling  Stockholder  consist of Shares that were acquired or may be acquired by
such Selling Stockholders pursuant to the Incentive Plan.

          The  following  table sets forth the name of each Selling Stockholder,
the  nature of his  position  with the  Company,  the number of Shares of Common
Stock owned by each Selling Stockholder prior to the offering, and the number of
Shares and (if one percent or more) the  percentage  of the class to be owned by
such Selling Stockholder after the offering.
                                                       Shares
                         Shares         Shares         Owned
                         Owned Prior    Offered        After
Name and Title           to Offering    Hereby         Offering       Percent

Ole Bertram              100,000        100,000        0              *
President and Chief
 Executive Officer
-----------
*  Represents  as  to  each  Selling  Stockholder  less than 1% of the Shares of
   Common Stock outstanding.

Note:  The  remaining 150,000 Shares offered in this Re-Offer  Prospectus may be
re-offered  from time to time by the officer  listed  above or by other officers
and/or  directors.  This  Re-Offer  Prospectus will be supplemented by amendment
from  time  to  time  as  their names and the amounts of Shares to be re-offered
become known.

                          TRANSFER AGENT AND REGISTRAR

         The Transfer Agent and Registrar for the Common Stock of the Company is
Continental  Stock  Transfer & Trust  Company,  2 Broadway,  New York,  New York
10004.


<PAGE>



                                       -5-


                              PLAN OF DISTRIBUTION

         The  Selling  Stockholders  may  be  in  a  position to sell the Shares
offered hereby from time to time. The number of Shares that actually may be sold
by the Selling  Stockholders will be determined by each Selling  Stockholder and
will  depend  on a number of factors,  including the market  price of the Common
Stock and the Selling Stockholders' personal financial circumstances.

         The Selling  Stockholders may sell shares of Common Stock in any of the
following ways: (i) through dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected from time to time in one or more transactions on a securities  exchange
(including the American Stock Exchange,  the exchange on which the  Registrant's
Common Stock is currently listed), in negotiated  transactions or otherwise,  at
market  prices  prevailing  at the time of the sale,  at prices  related to such
prevailing  market prices or at negotiated  prices or fixed prices.  The Selling
Stockholders  may effect such  transactions by selling shares of Common Stock to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of discounts,  concessions,  or commissions  from Selling  Stockholders
and/or  commissions  from purchasers of shares of Common Stock for whom they may
act as agents.  The Selling  Stockholders and any  broker-dealers or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.

         Each  of  the  Selling  Stockholders will sell any Shares for their own
account.  The Company will not receive any of the proceeds  from the sale of the
Shares.

         The Company intends to maintain the  effectiveness  of the Registration
Statement (of which this  Prospectus is a part) during the period  commencing on
the date  hereof  and  ending  at such  time as all the  Shares  are sold or the
Company delivers to the Selling Stockholders an opinion of counsel to the effect
that  the  Shares  may  be  sold  without   compliance  with  the   registration
requirements of the Securities Act. The Company is bearing all expenses incurred
in connection with the registration of the Shares.


                                  LEGAL MATTERS

         The  legality of the Shares offered hereby has been passed upon for the
Company by Peter T. Noone,  General  Counsel of the Company.  Mr. Noone owns 100
shares (less than 1%) of the  outstanding Common  Stock of the Company and holds
options to purchase 32,500 shares of Common Stock.

<PAGE>

                                       -6-


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Certificate  of  Incorporation  of the Company  provides  that the
Company  shall  indemnify  each  officer and director of the  Registrant  to the
fullest extent permitted by Section 145 of the Delaware General  Corporation Law
(the "DGCL").  Section 145 of the DCGL provides that a Delaware  corporation may
indemnify any person against expenses, judgments, fines and settlements actually
and  reasonably  incurred by any such person in  connection  with a  threatened,
pending or  completed  action,  suit or  proceeding  in which he is  involved by
reason of the fact that he is or was a director,  officer,  employee or agent of
such  corporation,  provided  that (i) he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and (ii) with respect to any criminal  action or proceeding,  he had
no reasonable  cause to believe his conduct was  unlawful.  The  Certificate  of
Incorporation  and By-Laws of the Company  also  provides  that,  to the fullest
extent  permitted by the DGCL, a director of the Company  shall not be liable to
the Company or its  stockholders  for  monetary  damages for breach of fiduciary
duty as a director to the Company or its stockholders.  Such limitation does not
affect  the  liability  of a  director  (i) for any  transaction  from which the
director derives an improper personal benefit, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper  payment of dividends or redemption of shares or (iv) for any
breach of a director's duty of loyalty to the Company or its stockholders.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (the  "Securities  Act") may be permitted to directors,
officers  or  persons  controlling  the  Registrant  pursuant  to the  foregoing
provisions,  the  Registrant  has  been  informed  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.

<PAGE>

                                      -7-

                                     PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference
----------------------------------------------------------

         The following  documents  previously  filed by Hungarian  Telephone and
Cable Corp. (the "Registrant") with the Securities and Exchange  Commission (the
"Commission")  are  hereby   incorporated  by  reference  in  this  Registration
Statement except as superseded or modified as described herein:

(a)      the  Registrant's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 1998;

(b)      the  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         March 31, 1999.

(c)      all other reports filed by the Registrant  pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"),  since the end of the fiscal year  covered by the Annual  Report
         referred to above;

(d)      the  Registrant's  definitive Proxy Statement for its Annual Meeting of
         Stockholders held on May 25, 1999; and

(e)      the description of the common stock,  par value $.001 per share, of the
         Registrant  contained in the Company's  Re-Offer  Prospectus (under the
         caption  "Description of Capital  Stock") filed with this  Registration
         Statement  and all  amendments  or  reports  filed for the  purpose  of
         updating such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  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  and the
Prospectus.

<PAGE>

                                      -8-

         The Registrant  shall furnish without charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is  incorporated).  Requests should be directed to Peter
T. Noone,  General  Counsel,  Hungarian  Telephone  and Cable  Corp.,  100 First
Stamford  Place,  Stamford,  Connecticut 06902; telephone number (203) 348-9069.
The Registrant filed the reports listed above electronically with the Commission
and will file its future filings with the Commission electronically.  The public
may read and copy any materials  that the Company  filed with the  Commission at
the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, DC
20549.  The  public  may  obtain  information  on the  operation  of the  Public
Reference  Room by  calling  the SEC at  1-800-SEC-0330.  The SEC  maintains  an
Internet site that contains reports, proxy and information statements, and other
information regarding the Company filed electronically with the Commission.  The
Commission's home page on the Internet is http://www.sec.gov.

         All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities.
-----------------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------------------------------------------------

         Peter T. Noone,  the  General Counsel of the Registrant, is providing a
legal opinion as to the validity of the issuance of the 250,000 shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------

         The Certificate of  Incorporation  of the Registrant  provides that the
Registrant  shall  indemnify  each officer and director of the Registrant to the
fullest extent permitted by Section 145 of the Delaware General  Corporation Law
(the "DGCL").  Section 145 of the DCGL provides that a Delaware  corporation may
indemnify any person against expenses, judgments, fines and settlements actually
and  reasonably  incurred by any such person in  connection  with a  threatened,
pending or  completed  action,  suit or  proceeding  in which he is  involved by
reason of the fact that he is or was a director,  officer,  employee or agent of
such  corporation,  provided  that (i) he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and (ii) with respect to any criminal  action or proceeding,  he had
no reasonable  cause to believe his conduct was  unlawful.  The  Certificate  of
Incorporation  and By-Laws of the Registrant  also provides that, to the fullest
extent  permitted by the DGCL, a director of the Registrant  shall not be liable
to the  Registrant  or its  stockholders  for  monetary  damages  for  breach of
fiduciary  duty  as a  director  to the  Registrant  or its  stockholders.  Such
limitation  does not affect the liability of a director (i) for any  transaction
from which the director  derives an improve personal  benefit,  (ii) for acts or
omissions not in good faith or that involve intentional  misconduct or a knowing
violation of law,  (iii) for improper  payment of  dividends  or  redemption  of
shares or (iv) for any breach of a director's  duty of loyalty to the Registrant
or its stockholders.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act.

<PAGE>


                                      -9-


Item 7.  Exemption from Registration Claimed.
---------------------------------------------

         100,000  of  the  shares  of Common Stock that are being registered for
resale may be issued pursuant to options  previously granted to the Registrant's
current President and Chief Executive Officer.  All options were issued from the
Registrant's  Incentive  Plan to such  executive  officer in a  transaction  not
involving a public  offering in reliance on Section 4(2) of the Securities  Act.
Such  executive  officer  has access to the types of  information  that could be
obtained  through  the  registration  process  and, at the time of offering, the
Registrant  believed  that,  based  upon  such  executive  officer's educational
background  and position with the Company,  such  individual  had the  knowledge
and  experience in financial and business  matters of the  Registrant  to enable
such  individual to evaluate the merits and risks of the investment.

Item 8.   Exhibits
-------------------
Regulation S-K                                    Reference to Prior
  Exhibit                                         Filing or Exhibit
  Number                 Document                 Number Attached Hereto
------------------------------------------------  ----------------------
    4.1  Certificate of Incorporation                         4.1
         of the Registrant, as amended

    4.2  Bylaws of the Registrant, as amended                 4.2

    4.3  1992 Incentive Stock Option Plan, as amended         4.3

    5    Opinion of Peter T. Noone,
         General Counsel of the Registrant                    5

   23    Consent of Peter T. Noone, General              Included in
         Counsel of the Registrant                       Exhibit 5

   23.1  Consent of KPMG Peat Marwick
         LLP, certified public accountants                   23.1

   24    Power of Attorney                               Contained on
                                                         Signature Page
------------------------------------------------  -----------------------

<PAGE>

                                      -10-


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,

                           (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
          with or furnished  to  the  Commission  by the Registrant  pursuant to
          Section 13 or Section 15(d) of the Exchange Act 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.


<PAGE>

                                      -11-


          (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 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, 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  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.



<PAGE>


                                      -12-


                                   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 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 Stamford, Connecticut, on
June 25, 1999.


                                 HUNGARIAN TELEPHONE AND CABLE CORP.



                                  By: /s/Francis J. Busacca, Jr.
                                 ---------------------------------
                                 Francis J. Busacca, Jr.,
                                  Executive Vice President and
                                  Chief Financial Officer
                                 (Duly Authorized Representative, Principal
                                  Financial Officer)




                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:


/s/William T. McGann          Controller and Treasurer             June 25, 1999
-------------------------     (Principal Accounting Officer)
William T. McGann
                                                                     (continued)


<PAGE>


                                      -13-



/s/David A. Finley           Chairman                              June 25, 1999
-------------------------
David A. Finley


/s/Ole Bertram               President, Chief Executive            June 25, 1999
-------------------------    Officer and Director
Ole Bertram


/s/Daryl A. Ferguson         Director                              June 25, 1999
------------------------
Daryl A. Ferguson


                             Director                              June   , 1999
-------------------------
Torben V. Holm


                             Director                              June   , 1999
-------------------------
Lennart Meineche


/s/John B. Ryan              Director                              June 25, 1999
-------------------------
John B. Ryan


/s/William E. Starkey        Director                              June 25, 1999
-------------------------
William E. Starkey


/s/Leonard Tow               Director                              June 25, 1999
-------------------------
Leonard Tow









<PAGE>





                                INDEX TO EXHIBITS




Exhibit
   No.                             Description
------------------------------------------------------------------------

   4.1   Certificate of Incorporation of the Registrant, as amended

   4.2   Bylaws of the Registrant, as amended

   4.3  1992 Incentive Stock Option Plan, as amended

   5     Opinion of Peter T. Noone, General Counsel of the Registrant

  23     Consent of Peter T. Noone,  General Counsel of the Registrant (included
         in Exhibit 5)

  23.1   Consent of KPMG Peat Marwick LLP, certified public
         accountants

  24     Power of Attorney*

* Contained on Signature Page
-------------------------
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 47401}]
{"company-data": {"conformed-name": "HUNGARIAN TELEPHONE & CABLE CORP", "cik": "0000889949", "assigned-sic": "4899", "irs-number": "133652685", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81813", "film-number": "99655015"}, "business-address": {"street1": "100 FIRST STAMFORD PLACE", "street2": "SUITE 204", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2033489069"}, "mail-address": {"street1": "100 FIRST STAMFORD PLACE", "street2": "SUITE 204", "city": "STAMFORD", "state": "CT", "zip": "06902"}}
As filed with the Securities and Exchange Commission
                            on June 29, 1999

                                                    Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                             ----------------------

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

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

                       HUNGARIAN TELEPHONE AND CABLE CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                      13-3652685
--------------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

100 First Stamford Place, Stamford, CT                   06902
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

                           HUNGARIAN TELEPHONE AND CABLE CORP.
                  1992 Incentive Stock Option Plan, as amended
                       (Additional 250,000 Shares Added)
 -------------------------------------------------------------------------------
                            (Full title of the plans)

                                 Peter T. Noone
                                 General Counsel
                       Hungarian Telephone and Cable Corp.
                            100 First Stamford Place
                               Stamford, CT 06902
                                 (203) 348-9069

                       (Name, address including zip code,
                         and telephone number including
                        area code, of agent for service)
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                              Proposed       Proposed
Title of                      Maximum        Maximum        Amount
Securities     Amount         Offering       Aggregate        of
 to be          to be         Price Per      Offering    Registration
Registered   Registered        Share          Price          Fee
--------------------------------------------------------------------------------
Common Stock,
 par value
 $.001 per
 Share       250,000(1)(2)     $6.50(3)    $1,625,000(3)     $452
--------------------------------------------------------------------------------
(1)    Consists of 250,000 shares of Common  Stock,  par value  $.001  per share
       of  Hungarian  Telephone  and  Cable  Corp. ("Common  Stock"),   issuable
       under the Hungarian Telephone and Cable Corp. 1992 Incentive Stock Option
       Plan, as amended (the "Incentive Plan").

(2)    Pursuant to Rule 416  under  the  Securities Act of 1933, as amended (the
       "Securities Act"), this Registration Statement covers, in addition to the
       number  of  shares  set  forth  above,  an indeterminate number of shares
       which,  by  reason of certain events specified in the Incentive Plan, may
       become subject to the Incentive Plan.

(3)    The  250,000  shares  of Common Stock are reserved for issuance under the
       Incentive Plan.  The offering price for the shares registered hereby have
       been  calculated  in  accordance  with  Rules  457(c)  and  (h) under the
       Securities Act solely for the purpose of calculating the registration fee
       and  is  based  on  the  average of the high and low prices of the Common
       Stock  as  reported  on  the American Stock Exchange on June  28, 1999 of
       $6.50 per share.

--------------------------------------------------------------------------------
Note:  This  Registration  Statement,  pursuant  to  Instruction  C of Form S-8,
includes a Re-Offer  Prospectus for the resale of 250,000 shares of Common Stock
issuable  upon  the  exercise of options  that  may  be  granted pursuant to the
Incentive Plan.
--------------------------------------------------------------------------------
HUNGARIAN TELEPHONE AND CABLE CORP.

        Cross-Reference Sheet Showing Location in Re-Offer Prospectus
                  of Information Required by Items of Form S-8

Form S-8 Item and Heading                             Location in Prospectus
--------------------------                            ----------------------
1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus                         Front Cover Page

2.   Inside Front and Outside Back
     Cover Page of Prospectus                         Inside Front Cover Page

3.   Summary Information, Risk
     Factors and Ratio of Earnings
     to Fixed Charges                                 The Company

4.   Use of Proceeds                                  Use of Proceeds

5.   Determination of Offering
     Price                                            Not applicable

6.   Dilution                                         Not applicable

7.   Selling Security Holders                         Selling Stockholders

8.   Plan of Distribution                             Plan of Distribution

9.   Description of Securities to
     be Registered                                    Description of Capital
                                                      Stock

10.  Interest of Named Experts
     and Counsel                                      Legal Matters

11.  Material Changes                                 Not applicable

12.  Incorporation of Certain
     Information by Reference                         Incorporation of
                                                      Certain Documents by
                                                      Reference
13.  Disclosure of Commission
     Position on Indemnification for                  Indemnification of
     Securities Act Liabilities                       Directors and Officers
PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to all  of the participants in the Hungarian Telephone
and  Cable  Corp.  1992 Incentive Stock Option Plan, as amended, as specified by
Rule  428(b)(1)  promulgated  by  the  Securities  and  Exchange Commission (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

         Such  documents  and  the  documents incorporated by reference into the
Registration  Statement  pursuant to  Item 3 of Part II  hereof, taken together,
constitute  a  prospectus  that  meets  the requirements of Section 10(a) of the
Securities Act.
RE-OFFER PROSPECTUS

                       HUNGARIAN TELEPHONE AND CABLE CORP.
                         250,000 SHARES OF COMMON STOCK
                         ------------------------------
                          (Par Value $0.001 Per Share)
                     OFFERED AS SET FORTH HEREIN PURSUANT TO
                     HUNGARIAN TELEPHONE AND CABLE CORP.'S
                  1992 INCENTIVE STOCK OPTION PLAN, AS AMENDED
                         ------------------------------
         This  Prospectus  relates  to  offers  and  sales  by  certain current,
or future,  employees,  officers,  consultants  and/or  directors  of  Hungarian
Telephone  and  Cable  Corp.,  a  Delaware  corporation  (the  "Company"  or the
"Registrant"), who may be deemed to be "affiliates" of the Company as defined in
Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), of
up to 250,000  shares (the  "Shares") of Common Stock of the Company that may be
acquired by such persons upon  exercise of stock  options that may be granted to
such selling  stockholders  pursuant to the Hungarian  Telephone and Cable Corp.
1992  Incentive  Stock  Option  Plan,  as amended (the  "Incentive  Plan").  The
current, or future, employees,  officers,  consultants and directors selling the
Shares are hereinafter collectively referred to as  the "Selling  Stockholders".
The  Shares  were added to the  Incentive  Plan on June 10,  1998,  the date the
Company's stockholders approved adding the Shares to the Incentive Plan.

         The Shares may be offered  for sale  hereby from time to time by any or
all of the Selling  Stockholders for their own benefit. The Company will receive
no portion of the proceeds of sales made hereunder. All expenses of registration
incurred in connection  with this  offering are being borne by the Company,  but
all selling and other  expenses  incurred  by the Selling  Stockholders  will be
borne by such Selling Stockholders.

         All or a portion of the Shares  offered hereby may be offered for sale,
from  time to time in one or more  transactions  on a  securities  exchange,  in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices. All brokers'  commissions,  concessions or discounts will be paid by the
Selling Stockholders.

         The  Selling  Stockholders  and any  brokers  executing  sale orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities  Act of 1933, as amended (the  "Securities  Act"),  in
which  event  commissions   received  by  such  brokers  may  be  deemed  to  be
underwriting commissions under the Securities Act.

         The Common Stock of the Company  trades on the American  Stock Exchange
under  the  symbol  "HTC."  On  June  28, 1999,  the  average  of  the  high and
low sale prices of the Company's  Common Stock as reported on the American Stock
Exchange was $6.50.
                            -------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES  COMMISSION (THE
"STATE COMMISSION"). NOR HAS THE COMMISSION OR ANY STATE COMMISSION  PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
                            -------------------------
NEITHER THE FACT THAT A  REGISTRATION  STATEMENT  HAS BEEN FILED WITH THE UNITED
STATES  SECURITIES  AND  EXCHANGE  COMMISSION  NOR THE FACT THAT A  SECURITY  IS
EFFECTIVELY  REGISTERED  CONSTITUTES  A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT THE REGISTRATION  STATEMENT IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN  EXEMPTION  OR EXCEPTION IS AVAILABLE
FOR A  SECURITY  OR A  TRANSACTION  MEANS  THAT  THE  SECRETARY  OF STATE OF NEW
HAMPSHIRE  HAS  PASSED  IN ANY WAY UPON THE  MERITS  OR  QUALIFICATIONS  OF,  OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,  SECURITY,  OR TRANSACTION.  IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE  PURCHASER,  CUSTOMER,
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
                            -------------------------
     No  person  has  been  authorized  to give any  information  or to make any
representations,  other than as contained  herein,  in connection with the offer
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must not be relied upon. This Prospectus does not constitute an
offering in any state in which such  offering may not lawfully be made.  Neither
the delivery of this  Prospectus  nor any sales made  hereunder  shall under any
circumstances  create  any  implication  that  there  has been no  change in the
information  herein  or in the  affairs  of the  Company  since the date of this
Prospectus.
                           -------------------------
             The Date of this Prospectus is June 29, 1999
                                 ---------------
TABLE OF CONTENTS

                                                               Page
                                                               ----
Available Information........................................    1

Incorporation of Certain Documents by Reference..............    1

The Company..................................................    3

Use of Proceeds..............................................    3

Description of Capital Stock.................................    3

Selling Stockholders.........................................    4

Transfer Agent and Registrar.................................    4

Plan of Distribution.........................................    5

Legal Matters................................................    5

Indemnification of Directors and Officers....................    6
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 and other  information  with the Commission.
Such reports, proxy statements and other information can be inspected and copied
at the Public  Reference  Facilities  of the  Commission  at the  offices of the
Commission, at 450 Fifth Street, NW, Washington, D.C. 20549; and at its regional
offices  located  at  Northwestern  Atrium  Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661-2511,  and  at 7 World Trade Center, 13th Floor,
New York, New York 10048.  Copies  of  such  material may also be obtained, upon
payment  of   prescribed  fees,   from  the  Public  Reference  Section  of  the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549.
Such material may also be accessed  electronically  by means of the Commission's
home page on the Internet at  http://www.sec.gov.  In addition,  such  material,
dated through December 19, 1995, is also available for inspection at the offices
of the NASDAQ Stock Market,  Reports Section,  1735 K Street, N.W.,  Washington,
D.C. 20006.  Such material,  beginning  December 20, 1995, is also available for
inspection at the offices of the American Stock Exchange,  86 Trinity Place, New
York, New York 10006.  This  Prospectus  does not contain all of the information
set forth in the Registration  Statement of which  this Prospectus is a part and
which the Company has filed with the Commission.  For further  information  with
respect to the Company and the securities  offered hereby,  reference is made to
the  Registration  Statement,  including  the exhibits  filed as a part thereof,
copies of which can be  inspected  at, or  obtained at  prescribed  rates in the
manner set forth  above.  Additional  updating  information  with respect to the
Company may be provided in the future by means of appendices or  supplements  to
the Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests  should be  directed  to Peter T.  Noone,  General  Counsel,  Hungarian
Telephone  and Cable Corp.,  100 First  Stamford  Place,  Stamford,  Connecticut
06902; telephone number (203) 348-9069.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  previously  filed by the  Company  with the
Commission are hereby  incorporated  by reference  into this  Prospectus and are
contained in a file maintained at the principal United States executive  offices
of the Company.

          1. The  Company's  Annual  Report on  Form  10-K  for  the  year ended
December 31, 1998.
-2-

         2. The  Company's Quarterly Report on Form 10-Q for  the  quarter ended
March 31, 1999.

         3. All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to above.

         4. The Company's  Definitive  Proxy Statement for its Annual Meeting of
Stockholders held on May 25, 1999.

         5. The  description of the Common Stock,  par value $.001 per share, of
the  Company  contained  in the  Company's  Registration  Statement  filed under
Section 12(b) of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.  See "Description of Capital Stock" in
this Prospectus for a description of the Registrant's Common Stock.

         All  documents  filed by the Company  with the  Commission  pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Prospectus  and to be a part hereof and thereof  from the date of filing of such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or  superseded  for purposes of this  Prospectus  to the extent that a statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
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  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
into  the  information that is incorporated). Requests for information should be
directed  to  Peter T. Noone,  General  Counsel,  Hungarian  Telephone and Cable
Corp.,  100  First  Stamford  Place,  Stamford,  Connecticut  06902;   telephone
number (203) 348-9069. The Company filed the reports listed above electronically
with  the  Commission  and will  file its  future  filings  with the  Commission
electronically.  The public  may read and copy any  materials  that the  Company
files with the Commission at the Commission's Public Reference Room at 450 Fifth
Street,  N.W.,  Washington, DC  20549.  The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC  maintains  an  Internet site  that  contains reports, proxy and information
statements,  and  other  information  regarding the Company filed electronically
with the Commission.   The Commission's home page on the Internet is http://www.
sec.gov.

         All  information  appearing  in this  Prospectus  is  qualified  in its
entirety by the detailed information,  including financial statements, appearing
in the documents incorporated herein or therein by reference.
-3-

                                   THE COMPANY

         The   Company,   a  Delaware   corporation,   through   its   Hungarian
subsidiaries,  is engaged in the provision of basic  telephone  services in five
defined regions within the Republic of Hungary.

         The Company's  United  States  office is located at 100 First  Stamford
Place, Suite 204, Stamford,  Connecticut  06902;  telephone (203) 348-9069.  The
Company's  principal  office  in  Hungary is located at Terez krt. 46, Budapest;
telephone (361) 474-7700.

                                 USE OF PROCEEDS

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

                          DESCRIPTION OF CAPITAL STOCK

         Common Stock

         The authorized  capital stock of the Company consists of (i) 25,000,000
shares of Common Stock,  par value $.001 and (ii) 5,000,000  shares of Preferred
Stock, par value $.001 per share (the "Preferred Stock").

         The holders of Common  Stock are entitled to one vote for each share of
record held by them on all matters to be voted on by  stockholders.  There is no
right to cumulative voting.

         The holders of Common Stock are entitled to receive  dividends when, as
and if  declared  by the  Board  of  Directors  out of funds  legally  available
therefor. In the event of liquidation,  dissolution or winding up of the affairs
of the Company, the holders of Common Stock are entitled to share ratably in all
assets   remaining   available  for   distribution  to  them  after  payment  of
liabilities.  Except for  certain  existing  shareholders,  holders of shares of
Common Stock have no preemptive, subscription, conversion, redemption or sinking
fund rights.  The rights,  preferences and privileges of holders of Common Stock
are  subject to any class or series of  Preferred  Stock  which the  Company may
issue in the future.

         Preferred Stock

         The Board of Directors of the Company is authorized to issue  Preferred
Stock  in  classes  or  series  and  to  fix  the   designations,   preferences,
qualifications, limitations, or restrictions of any class or series with respect
to the rate and nature of dividends, the price and terms and conditions on which
shares  may be  redeemed,  the  amount  payable  in the  event of  voluntary  or
involuntary  liquidation,  the terms and  conditions  for conversion or exchange
into any other class or series of stock, voting rights and other terms.
-4-

                              SELLING STOCKHOLDERS

         The  Shares  that  may  be  offered  for  sale from time to time by the
Selling  Stockholder  consist of Shares that were acquired or may be acquired by
such Selling Stockholders pursuant to the Incentive Plan.

          The  following  table sets forth the name of each Selling Stockholder,
the  nature of his  position  with the  Company,  the number of Shares of Common
Stock owned by each Selling Stockholder prior to the offering, and the number of
Shares and (if one percent or more) the  percentage  of the class to be owned by
such Selling Stockholder after the offering.
                                                       Shares
                         Shares         Shares         Owned
                         Owned Prior    Offered        After
Name and Title           to Offering    Hereby         Offering       Percent

Ole Bertram              100,000        100,000        0              *
President and Chief
 Executive Officer
-----------
*  Represents  as  to  each  Selling  Stockholder  less than 1% of the Shares of
   Common Stock outstanding.

Note:  The  remaining 150,000 Shares offered in this Re-Offer  Prospectus may be
re-offered  from time to time by the officer  listed  above or by other officers
and/or  directors.  This  Re-Offer  Prospectus will be supplemented by amendment
from  time  to  time  as  their names and the amounts of Shares to be re-offered
become known.

                          TRANSFER AGENT AND REGISTRAR

         The Transfer Agent and Registrar for the Common Stock of the Company is
Continental  Stock  Transfer & Trust  Company,  2 Broadway,  New York,  New York
10004.
-5-

                              PLAN OF DISTRIBUTION

         The  Selling  Stockholders  may  be  in  a  position to sell the Shares
offered hereby from time to time. The number of Shares that actually may be sold
by the Selling  Stockholders will be determined by each Selling  Stockholder and
will  depend  on a number of factors,  including the market  price of the Common
Stock and the Selling Stockholders' personal financial circumstances.

         The Selling  Stockholders may sell shares of Common Stock in any of the
following ways: (i) through dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected from time to time in one or more transactions on a securities  exchange
(including the American Stock Exchange,  the exchange on which the  Registrant's
Common Stock is currently listed), in negotiated  transactions or otherwise,  at
market  prices  prevailing  at the time of the sale,  at prices  related to such
prevailing  market prices or at negotiated  prices or fixed prices.  The Selling
Stockholders  may effect such  transactions by selling shares of Common Stock to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of discounts,  concessions,  or commissions  from Selling  Stockholders
and/or  commissions  from purchasers of shares of Common Stock for whom they may
act as agents.  The Selling  Stockholders and any  broker-dealers or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.

         Each  of  the  Selling  Stockholders will sell any Shares for their own
account.  The Company will not receive any of the proceeds  from the sale of the
Shares.

         The Company intends to maintain the  effectiveness  of the Registration
Statement (of which this  Prospectus is a part) during the period  commencing on
the date  hereof  and  ending  at such  time as all the  Shares  are sold or the
Company delivers to the Selling Stockholders an opinion of counsel to the effect
that  the  Shares  may  be  sold  without   compliance  with  the   registration
requirements of the Securities Act. The Company is bearing all expenses incurred
in connection with the registration of the Shares.

                                  LEGAL MATTERS

         The  legality of the Shares offered hereby has been passed upon for the
Company by Peter T. Noone,  General  Counsel of the Company.  Mr. Noone owns 100
shares (less than 1%) of the  outstanding Common  Stock of the Company and holds
options to purchase 32,500 shares of Common Stock.
-6-

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Certificate  of  Incorporation  of the Company  provides  that the
Company  shall  indemnify  each  officer and director of the  Registrant  to the
fullest extent permitted by Section 145 of the Delaware General  Corporation Law
(the "DGCL").  Section 145 of the DCGL provides that a Delaware  corporation may
indemnify any person against expenses, judgments, fines and settlements actually
and  reasonably  incurred by any such person in  connection  with a  threatened,
pending or  completed  action,  suit or  proceeding  in which he is  involved by
reason of the fact that he is or was a director,  officer,  employee or agent of
such  corporation,  provided  that (i) he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and (ii) with respect to any criminal  action or proceeding,  he had
no reasonable  cause to believe his conduct was  unlawful.  The  Certificate  of
Incorporation  and By-Laws of the Company  also  provides  that,  to the fullest
extent  permitted by the DGCL, a director of the Company  shall not be liable to
the Company or its  stockholders  for  monetary  damages for breach of fiduciary
duty as a director to the Company or its stockholders.  Such limitation does not
affect  the  liability  of a  director  (i) for any  transaction  from which the
director derives an improper personal benefit, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper  payment of dividends or redemption of shares or (iv) for any
breach of a director's duty of loyalty to the Company or its stockholders.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (the  "Securities  Act") may be permitted to directors,
officers  or  persons  controlling  the  Registrant  pursuant  to the  foregoing
provisions,  the  Registrant  has  been  informed  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.
-7-

                                     PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
----------------------------------------------------------

         The following  documents  previously  filed by Hungarian  Telephone and
Cable Corp. (the "Registrant") with the Securities and Exchange  Commission (the
"Commission")  are  hereby   incorporated  by  reference  in  this  Registration
Statement except as superseded or modified as described herein:

(a)      the  Registrant's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 1998;

(b)      the  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         March 31, 1999.

(c)      all other reports filed by the Registrant  pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"),  since the end of the fiscal year  covered by the Annual  Report
         referred to above;

(d)      the  Registrant's  definitive Proxy Statement for its Annual Meeting of
         Stockholders held on May 25, 1999; and

(e)      the description of the common stock,  par value $.001 per share, of the
         Registrant  contained in the Company's  Re-Offer  Prospectus (under the
         caption  "Description of Capital  Stock") filed with this  Registration
         Statement  and all  amendments  or  reports  filed for the  purpose  of
         updating such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  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  and the
Prospectus.
-8-

         The Registrant  shall furnish without charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is  incorporated).  Requests should be directed to Peter
T. Noone,  General  Counsel,  Hungarian  Telephone  and Cable  Corp.,  100 First
Stamford  Place,  Stamford,  Connecticut 06902; telephone number (203) 348-9069.
The Registrant filed the reports listed above electronically with the Commission
and will file its future filings with the Commission electronically.  The public
may read and copy any materials  that the Company  filed with the  Commission at
the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, DC
20549.  The  public  may  obtain  information  on the  operation  of the  Public
Reference  Room by  calling  the SEC at  1-800-SEC-0330.  The SEC  maintains  an
Internet site that contains reports, proxy and information statements, and other
information regarding the Company filed electronically with the Commission.  The
Commission's home page on the Internet is http://www.sec.gov.

         All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities.
-----------------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------------------------------------------------

         Peter T. Noone,  the  General Counsel of the Registrant, is providing a
legal opinion as to the validity of the issuance of the 250,000 shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------

         The Certificate of  Incorporation  of the Registrant  provides that the
Registrant  shall  indemnify  each officer and director of the Registrant to the
fullest extent permitted by Section 145 of the Delaware General  Corporation Law
(the "DGCL").  Section 145 of the DCGL provides that a Delaware  corporation may
indemnify any person against expenses, judgments, fines and settlements actually
and  reasonably  incurred by any such person in  connection  with a  threatened,
pending or  completed  action,  suit or  proceeding  in which he is  involved by
reason of the fact that he is or was a director,  officer,  employee or agent of
such  corporation,  provided  that (i) he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and (ii) with respect to any criminal  action or proceeding,  he had
no reasonable  cause to believe his conduct was  unlawful.  The  Certificate  of
Incorporation  and By-Laws of the Registrant  also provides that, to the fullest
extent  permitted by the DGCL, a director of the Registrant  shall not be liable
to the  Registrant  or its  stockholders  for  monetary  damages  for  breach of
fiduciary  duty  as a  director  to the  Registrant  or its  stockholders.  Such
limitation  does not affect the liability of a director (i) for any  transaction
from which the director  derives an improve personal  benefit,  (ii) for acts or
omissions not in good faith or that involve intentional  misconduct or a knowing
violation of law,  (iii) for improper  payment of  dividends  or  redemption  of
shares or (iv) for any breach of a director's  duty of loyalty to the Registrant
or its stockholders.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act.
-9-

Item 7.  Exemption from Registration Claimed.
---------------------------------------------

         100,000  of  the  shares  of Common Stock that are being registered for
resale may be issued pursuant to options  previously granted to the Registrant's
current President and Chief Executive Officer.  All options were issued from the
Registrant's  Incentive  Plan to such  executive  officer in a  transaction  not
involving a public  offering in reliance on Section 4(2) of the Securities  Act.
Such  executive  officer  has access to the types of  information  that could be
obtained  through  the  registration  process  and, at the time of offering, the
Registrant  believed  that,  based  upon  such  executive  officer's educational
background  and position with the Company,  such  individual  had the  knowledge
and  experience in financial and business  matters of the  Registrant  to enable
such  individual to evaluate the merits and risks of the investment.

Item 8.   Exhibits
-------------------
Regulation S-K                                    Reference to Prior
  Exhibit                                         Filing or Exhibit
  Number                 Document                 Number Attached Hereto
------------------------------------------------  ----------------------
    4.1  Certificate of Incorporation                         4.1
         of the Registrant, as amended

    4.2  Bylaws of the Registrant, as amended                 4.2

    4.3  1992 Incentive Stock Option Plan, as amended         4.3

    5    Opinion of Peter T. Noone,
         General Counsel of the Registrant                    5

   23    Consent of Peter T. Noone, General              Included in
         Counsel of the Registrant                       Exhibit 5

   23.1  Consent of KPMG Peat Marwick
         LLP, certified public accountants                   23.1

   24    Power of Attorney                               Contained on
                                                         Signature Page
------------------------------------------------  -----------------------
-10-

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,

                           (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
          with or furnished  to  the  Commission  by the Registrant  pursuant to
          Section 13 or Section 15(d) of the Exchange Act 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.
-11-

          (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 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, 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  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.
-12-

                                   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 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 Stamford, Connecticut, on
June 25, 1999.

                                 HUNGARIAN TELEPHONE AND CABLE CORP.

                                  By: /s/Francis J. Busacca, Jr.
                                 ---------------------------------
                                 Francis J. Busacca, Jr.,
                                  Executive Vice President and
                                  Chief Financial Officer
                                 (Duly Authorized Representative, Principal
                                  Financial Officer)

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

/s/William T. McGann          Controller and Treasurer             June 25, 1999
-------------------------     (Principal Accounting Officer)
William T. McGann
                                                                     (continued)
-13-

/s/David A. Finley           Chairman                              June 25, 1999
-------------------------
David A. Finley

/s/Ole Bertram               President, Chief Executive            June 25, 1999
-------------------------    Officer and Director
Ole Bertram

/s/Daryl A. Ferguson         Director                              June 25, 1999
------------------------
Daryl A. Ferguson

                             Director                              June   , 1999
-------------------------
Torben V. Holm

                             Director                              June   , 1999
-------------------------
Lennart Meineche

/s/John B. Ryan              Director                              June 25, 1999
-------------------------
John B. Ryan

/s/William E. Starkey        Director                              June 25, 1999
-------------------------
William E. Starkey

/s/Leonard Tow               Director                              June 25, 1999
-------------------------
Leonard Tow
INDEX TO EXHIBITS

Exhibit
   No.                             Description
------------------------------------------------------------------------

   4.1   Certificate of Incorporation of the Registrant, as amended

   4.2   Bylaws of the Registrant, as amended

   4.3  1992 Incentive Stock Option Plan, as amended

   5     Opinion of Peter T. Noone, General Counsel of the Registrant

  23     Consent of Peter T. Noone,  General Counsel of the Registrant (included
         in Exhibit 5)

  23.1   Consent of KPMG Peat Marwick LLP, certified public
         accountants

  24     Power of Attorney*

* Contained on Signature Page
-------------------------