As filed with the Securities and Exchange Commission
                                 on June 24, 1997

                                               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,
                       HUNGARIAN TELEPHONE AND CABLE CORP.
                  NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, and
                   EMPLOYMENT AGREEMENTS WITH FRANK R. COHEN,
                       ROBERT GENOVA, AND RICHARD P. HALKA
 ------------------------------------------------------------------------
                            (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     1,146,497(1)(2)   $8.8018(3)   $10,091,238(3)  $3,480.00
------------------------------------------------------------------------
(1)    Consists of (i)  1,141,497  shares of Common  Stock,  par value $.001 per
       share ("Common  Stock"),  issuable under (a) the Hungarian  Telephone and
       Cable Corp.  1992 Incentive Stock Option Plan, as amended (the "Incentive
       Plan"), (b) the Hungarian Telephone and Cable Corp. Non-Employee Director
       Stock Option Plan (the "Director  Plan") or (c) stock options  granted to
       Frank R. Cohen,  the  Registrant's  former Chief Financial  Officer,  and
       Robert Genova,  the  Registrant's  former  President and Chief  Executive
       Officer,  pursuant  to  their  employment  agreements  both  dated  as of
       September 12, 1995 (the "Employment  Agreements"),  and (ii) 5,000 shares
       of Common Stock  previously  issued to Richard P. Halka, the Registrant's
       Controller and Treasurer, pursuant to his amended and restated employment
       agreement dated as of January 9, 1997 (the "Halka Employment Agreement").

(2)    Pursuant to Rule 416 under the Securities  Act of 1933, as amended,  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,  the Director Plan or
       Employment  Agreements,  may become  subject to the Incentive  Plan,  the
       Director Plan or the Employment Agreements.

(3)    Of the total of 1,146,497 shares of Common Stock registered  hereby,  (i)
       an aggregate of 422,500  shares are issuable upon exercise of outstanding
       options  previously  awarded  under  the  Incentive  Plan  at an  average
       exercise  price of $11.68 per share,  (ii) an aggregate of 45,000  shares
       are issuable  upon exercise of  outstanding  options  previously  awarded
       under the Director Plan at an average  exercise price of $9.44 per share,
       (iii) an  aggregate  of 248,997  shares are  issuable  upon  exercise  of
       outstanding options previously awarded under the Employment Agreements at
       an average exercise price of $4.00 per share, (iv) 5,000 shares have been
       awarded  under the Halka  Employment  Agreement  and (v) and  220,000 and
       205,000 shares are reserved for issuance under the Incentive Plan and the
       Director Plan, respectively. The offering price for the shares registered
       hereby have been  calculated in  accordance  with Rule 457(c) and (h), in
       each case solely for the purpose of calculating the registration fee and,
       in the case of (iv) and (v) above,  based on the  average of the high and
       low prices of the Common Stock as reported on the American Stock Exchange
       on June 20, 1997 of $8.6875 per share.

--------------------------------------------------------------------------------
Note:  This  Registration  Statement,  pursuant  to  Instruction  C of Form S-8,
includes a Re-Offer  Prospectus for (i) the resale of 1,141,497 shares of Common
Stock issuable upon the exercise of options granted or to be granted pursuant to
either the Incentive Plan or the Director Plan or the Employment Agreements, and
(ii) 5,000 shares of Common Stock issued under the Halka Employment Agreement.
--------------------------------------------------------------------------------


<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,  and the Hungarian
Telephone  and Cable  Corp.  Non-Employee  Director  Stock  Option  Plan and the
relevant documents will also be delivered to Messrs.  Cohen, Genova and Halka 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 (along with the documents incorporated by reference into
the Registration  Statement  pursuant to Item 3 of Part II hereof)  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.


<PAGE>


                               RE-OFFER PROSPECTUS

                       HUNGARIAN TELEPHONE AND CABLE CORP.
                        1,146,497 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,
                      HUNGARIAN TELEPHONE AND CABLE CORP.'S
                   NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AND
       EMPLOYMENT AGREEMENTS BETWEEN HUNGARIAN TELEPHONE AND CABLE CORP.
            AND FRANK R. COHEN, ROBERT GENOVA AND RICHARD P. HALKA.
                            -------------------------
         This  Prospectus  relates to offers and sales by certain  officers  and
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 425,000 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 either the Hungarian Telephone
and Cable Corp.  1992  Incentive  Stock Option Plan, as amended (the  "Incentive
Plan") or the Hungarian Telephone and Cable Corp.'s Non-Employee  Director Stock
Option Plan (the "Director Plan") (the "425,000 Option Shares").

         This  Prospectus  also relates to offers and sales of (i) up to 716,497
shares of Common  Stock  that are  issuable  upon the  exercise  of  outstanding
options  previously  granted to certain current or former officers and directors
of the Company  pursuant to either the  Incentive  Plan or the Director  Plan or
certain  employment  agreements  (the "716,497 Option  Shares"),  and (ii) 5,000
currently  outstanding  shares of Common Stock of the Company that were acquired
prior  to  June , 1997 by a  certain  employee  of the  Company  pursuant  to an
employment agreement (the "Employee Shares"). The 425,000 Option Shares, 716,497
Option Shares and the Employee Shares are herein referred to collectively as the
"Shares".  The current or former  officers and directors  selling the Shares are
hereinafter referred to collectively as the "Selling Stockholders."

         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.

<PAGE>


         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 , 1997,  the  average of the high and low sale
prices of the Company's  Common Stock as reported on the American Stock Exchange
was $ .
                            -------------------------
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 24, 1997

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




<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.................................   5

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

Legal Matters................................................   6

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 Room 1024, 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 also may 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  Statements 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,
1996.


<PAGE>


                                       -2-


         2. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1997.

         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 16, 1997.

         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
to the information that is incorporated). Requests for information regarding the
Incentive  Plan,  the  Directors  Plan  or  the  employment  agreements  or  the
aforementioned  documents 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.

         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  Kiralyhago  u.2,  H-1126,
Budapest; telephone (361) 457-6300.


          See Exhibit 99.6 to the  Company's  Quarterly  Report on Form 10-Q for
the quarter ended March 31, 1997, which is incorporated herein by reference, for
a  discussion  of certain  factors that have  affected,  and in the future could
affect, the Company's operating and financial performance.


                                 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  Stockholders consist of Shares that were acquired or may be acquired by
such Selling Stockholders  pursuant to either the Incentive Plan or the Director
Plan or their individual employment agreements.

         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
                                   Owned      Shares     Owned
                                   Prior to   Offered    After
Name and Title                     Offering   Hereby     Offering   Percent
--------------------------------------------------------------------------------
David A. Finley
Director                           10,000    10,000         0         *

James G. Morrison
Director, President and
Chief Executive Officer            68,500    30,000    38,500         *

John B. Ryan
Director                           25,500    25,000       500         *

James H. Season
Director                           15,000    15,000         0         *

William E. Starkey
Director                           10,000    10,000         0         *

Richard P. Halka
Treasurer and Controller            5,000     5,000         0         *

Andrew E. Nicholson
Senior Vice President-
Finance                            46,250    20,000    26,250         *

                                                                     (continued)

<PAGE>


                                       -5-

                                    Shares                 Shares
                                    Owned      Shares      Owned
                                    Prior to   Offered     After
Name and Title                      Offering   Hereby      Offering   Percent
--------------------------------------------------------------------------------

Daniel R. Vaughn
Vice President                      40,170     20,000       20,170    *

Frank R. Cohen
former Director, Chief
Financial Officer and
Treasurer; current
Consultant                         112,750     87,750       25,000    *

Warren B. French, Jr.
Former Director                      5,800      5,000          800    *

Robert Genova
former Director, President
and Chief Executive Officer;
current Consultant                 321,997    293,747       28,250    *

Donald K. Roberton
former Vice Chairman;
current Consultant                 200,000    200,000            0    *
---------------------------
* Represents as to each Selling Stockholder less than 1% of the shares of Common
  Stock outstanding.

Note: The remaining  425,000  Shares offered in this Re-Offer  Prospectus may be
re-offered  from time to time by certain of the  officers and  directors  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.

                              PLAN OF DISTRIBUTION

         The Selling  Stockholders have advised the Company that they wish to 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.

<PAGE>



                                       -6-

         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  is  selling  the Shares for his 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.  Mr. Noone
is eligible to participate in the Incentive Plan but has not received any awards
to date thereunder.


                    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



<PAGE>

                                       -7-


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>

                                      -8-

                                     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, 1996;

(b)      the  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         March 31, 1997;

(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 16, 1997; 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>

                                      -9-

         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.

         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.
------------------------------------------------

         Not Applicable.

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>

                                      -10-

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

         5,000 of the Shares of Common  Stock that  hereby are being  registered
for resale were issued to an officer of the Company  pursuant to his  employment
agreement.  716,497  of the  shares  of  Common  Stock  that  hereby  are  being
registered for resale may be issued  pursuant to options  previously  granted to
certain current or former executive  officers and directors of the Company.  All
such  securities  issued as of the date hereof were issued  pursuant to employee
benefits plans to a limited  number of current or former  directors or executive
officers  of the Company in  transactions  not  involving  a public  offering in
reliance on Section 4(2) of the  Securities  Act. Such persons,  in their former
and current  positions,  have access to the types of  information  that could be
obtained  through the  registration  process and, at the time of  offering,  the
Company believed that, based upon their educational background and position with
the Company,  such individuals had the knowledge and experience in financial and
business  matters of the Company to enable  such  individuals  to  evaluate  the
merits and risks of the investment.





<PAGE>


                                      -11-

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

    4.4  Non-Employee Director Stock Option Plan              *

    4.5  Employment Agreement dated as of September
         12, 1995, between the Registrant and
         Robert Genova                                        **

    4.6  Employment Agreement dated September
         12, 1995 between the Registrant and
         Frank R. Cohen                                       ***

    4.7  Amended and Restated Employment
         Agreement dated as of January 9, 1997
         between the Registrant and Richard P. Halka          ****

    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

   23.2  Consent of BDO Seidman, LLP,
         certified public accountants                        23.2

   24    Power of Attorney                               Contained on
                                                         Signature Page
--------------------------------------------------------------------------------
   *Incorporated  herein by reference to Exhibit 10.91 to the Registrant's  Form
    10-K for the year ended December 31, 1996.
  **Incorporated  herein by reference to Exhibit 10.56 to the Registrant's  Form
    10-K for the year ended December 31, 1995.
 ***Incorporated  herein by reference to Exhibit 10.57 to the Registrant's  Form
    10-K for the year ended December 31, 1995.
****Incorporated  herein by reference to Exhibit 10.92 to the Registrant's  Form
    10-K for the year ended December 31, 1996.

<PAGE>

                                      -12-


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.

           (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.

<PAGE>

                                      -13-


           (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>


                                      -14-


                                   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 Budapest,  Republic of
Hungary, on June , 1997.


                                 HUNGARIAN TELEPHONE AND CABLE CORP.



                                 By:  /s/ James G. Morrison
                                 -------------------------------
                                 James G. Morrison, President,
                                 Chief Executive Officer and
                                 Director
                                 (Duly Authorized Representative)



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints James G. Morrison 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/James G. Morrison       Director, President       June 20, 1997
-----------------------      and Chief Executive
James G. Morrison            Officer
                                                                     (continued)


<PAGE>


                                      -15-





/s/Richard P. Halka        Treasurer and Controller   June 20, 1997
-------------------------
Richard P. Halka


/s/Andrew E. Nicholson     Senior Vice President,     June 20, 1997
-------------------------    Finance
Andrew E. Nicholson


/s/Peter T. Noone          General Counsel            June 20, 1997
-------------------------
Peter T. Noone


/s/David A. Finley         Director                   June 20, 1997
-------------------------
David A. Finley


/s/John B. Ryan            Director                   June 20, 1997
-------------------------
John B. Ryan


/s/James H. Season         Director                   June 20, 1997
-------------------------
James H. Season


/s/Ronald E. Spears        Director                   June 20, 1997
-------------------------
Ronald E. Spears


/s/William E. Starkey      Director                   June 20, 1997
-------------------------
William E. Starkey









<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

   4.4   Non-Employee Director Stock Option Plan *

   4.5   Employment Agreement dated as of September 12, 1995, between
         the Registrant and Robert Genova **

   4.6   Employment Agreement dated September 12, 1995 between the
         Registrant and Frank R. Cohen ***

   4.7   Amended and  Restated  Employment  Agreement  dated as of January 9,
         1997 between the Registrant and Richard P. Halka ****

   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

  23.2   Consent of BDO Seidman, LLP, certified public accountants

   24     Power of Attorney*****
-------------------------
    *Previously filed as Exhibit 10.91 with the  Registrant's  Form 10-K for the
     year ended December 31, 1996.
   **Previously filed as Exhibit 10.56 with the  Registrant's  Form 10-K for the
     year ended December 31, 1995.
  ***Previously filed as Exhibit 10.57 with the  Registrant's  Form 10-K for the
     year ended December 31, 1995.
 ****Previously filed as Exhibit 10.92 with the  Registrant's  Form 10-K for the
     year ended December 31, 1996.
*****Contained on Signature Page
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 53401}]
{"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": "333-29885", "film-number": "97628725"}, "business-address": {"street1": "100 FIRST STAMFORD PLACE", "street2": "SUITE 204", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "203-348-9069"}, "mail-address": {"street1": "100 FIRST STAMFORD PLACE", "street2": "BLDG 1 UNIT 11", "city": "STAMFORD", "state": "CT", "zip": "06902"}}
As filed with the Securities and Exchange Commission
                                 on June 24, 1997

                                               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,
                       HUNGARIAN TELEPHONE AND CABLE CORP.
                  NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, and
                   EMPLOYMENT AGREEMENTS WITH FRANK R. COHEN,
                       ROBERT GENOVA, AND RICHARD P. HALKA
 ------------------------------------------------------------------------
                            (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     1,146,497(1)(2)   $8.8018(3)   $10,091,238(3)  $3,480.00
------------------------------------------------------------------------
(1)    Consists of (i)  1,141,497  shares of Common  Stock,  par value $.001 per
       share ("Common  Stock"),  issuable under (a) the Hungarian  Telephone and
       Cable Corp.  1992 Incentive Stock Option Plan, as amended (the "Incentive
       Plan"), (b) the Hungarian Telephone and Cable Corp. Non-Employee Director
       Stock Option Plan (the "Director  Plan") or (c) stock options  granted to
       Frank R. Cohen,  the  Registrant's  former Chief Financial  Officer,  and
       Robert Genova,  the  Registrant's  former  President and Chief  Executive
       Officer,  pursuant  to  their  employment  agreements  both  dated  as of
       September 12, 1995 (the "Employment  Agreements"),  and (ii) 5,000 shares
       of Common Stock  previously  issued to Richard P. Halka, the Registrant's
       Controller and Treasurer, pursuant to his amended and restated employment
       agreement dated as of January 9, 1997 (the "Halka Employment Agreement").

(2)    Pursuant to Rule 416 under the Securities  Act of 1933, as amended,  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,  the Director Plan or
       Employment  Agreements,  may become  subject to the Incentive  Plan,  the
       Director Plan or the Employment Agreements.

(3)    Of the total of 1,146,497 shares of Common Stock registered  hereby,  (i)
       an aggregate of 422,500  shares are issuable upon exercise of outstanding
       options  previously  awarded  under  the  Incentive  Plan  at an  average
       exercise  price of $11.68 per share,  (ii) an aggregate of 45,000  shares
       are issuable  upon exercise of  outstanding  options  previously  awarded
       under the Director Plan at an average  exercise price of $9.44 per share,
       (iii) an  aggregate  of 248,997  shares are  issuable  upon  exercise  of
       outstanding options previously awarded under the Employment Agreements at
       an average exercise price of $4.00 per share, (iv) 5,000 shares have been
       awarded  under the Halka  Employment  Agreement  and (v) and  220,000 and
       205,000 shares are reserved for issuance under the Incentive Plan and the
       Director Plan, respectively. The offering price for the shares registered
       hereby have been  calculated in  accordance  with Rule 457(c) and (h), in
       each case solely for the purpose of calculating the registration fee and,
       in the case of (iv) and (v) above,  based on the  average of the high and
       low prices of the Common Stock as reported on the American Stock Exchange
       on June 20, 1997 of $8.6875 per share.

--------------------------------------------------------------------------------
Note:  This  Registration  Statement,  pursuant  to  Instruction  C of Form S-8,
includes a Re-Offer  Prospectus for (i) the resale of 1,141,497 shares of Common
Stock issuable upon the exercise of options granted or to be granted pursuant to
either the Incentive Plan or the Director Plan or the Employment Agreements, and
(ii) 5,000 shares of Common Stock issued under the Halka Employment Agreement.
--------------------------------------------------------------------------------
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,  and the Hungarian
Telephone  and Cable  Corp.  Non-Employee  Director  Stock  Option  Plan and the
relevant documents will also be delivered to Messrs.  Cohen, Genova and Halka 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 (along with the documents incorporated by reference into
the Registration  Statement  pursuant to Item 3 of Part II hereof)  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
RE-OFFER PROSPECTUS

                       HUNGARIAN TELEPHONE AND CABLE CORP.
                        1,146,497 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,
                      HUNGARIAN TELEPHONE AND CABLE CORP.'S
                   NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AND
       EMPLOYMENT AGREEMENTS BETWEEN HUNGARIAN TELEPHONE AND CABLE CORP.
            AND FRANK R. COHEN, ROBERT GENOVA AND RICHARD P. HALKA.
                            -------------------------
         This  Prospectus  relates to offers and sales by certain  officers  and
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 425,000 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 either the Hungarian Telephone
and Cable Corp.  1992  Incentive  Stock Option Plan, as amended (the  "Incentive
Plan") or the Hungarian Telephone and Cable Corp.'s Non-Employee  Director Stock
Option Plan (the "Director Plan") (the "425,000 Option Shares").

         This  Prospectus  also relates to offers and sales of (i) up to 716,497
shares of Common  Stock  that are  issuable  upon the  exercise  of  outstanding
options  previously  granted to certain current or former officers and directors
of the Company  pursuant to either the  Incentive  Plan or the Director  Plan or
certain  employment  agreements  (the "716,497 Option  Shares"),  and (ii) 5,000
currently  outstanding  shares of Common Stock of the Company that were acquired
prior  to  June , 1997 by a  certain  employee  of the  Company  pursuant  to an
employment agreement (the "Employee Shares"). The 425,000 Option Shares, 716,497
Option Shares and the Employee Shares are herein referred to collectively as the
"Shares".  The current or former  officers and directors  selling the Shares are
hereinafter referred to collectively as the "Selling Stockholders."

         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 , 1997,  the  average of the high and low sale
prices of the Company's  Common Stock as reported on the American Stock Exchange
was $ .
                            -------------------------
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 24, 1997

                                 ---------------
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.................................   5

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

Legal Matters................................................   6

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 Room 1024, 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 also may 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  Statements 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,
1996.
-2-

         2. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1997.

         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 16, 1997.

         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
to the information that is incorporated). Requests for information regarding the
Incentive  Plan,  the  Directors  Plan  or  the  employment  agreements  or  the
aforementioned  documents 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.

         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  Kiralyhago  u.2,  H-1126,
Budapest; telephone (361) 457-6300.

          See Exhibit 99.6 to the  Company's  Quarterly  Report on Form 10-Q for
the quarter ended March 31, 1997, which is incorporated herein by reference, for
a  discussion  of certain  factors that have  affected,  and in the future could
affect, the Company's operating and financial performance.

                                 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  Stockholders consist of Shares that were acquired or may be acquired by
such Selling Stockholders  pursuant to either the Incentive Plan or the Director
Plan or their individual employment agreements.

         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
                                   Owned      Shares     Owned
                                   Prior to   Offered    After
Name and Title                     Offering   Hereby     Offering   Percent
--------------------------------------------------------------------------------
David A. Finley
Director                           10,000    10,000         0         *

James G. Morrison
Director, President and
Chief Executive Officer            68,500    30,000    38,500         *

John B. Ryan
Director                           25,500    25,000       500         *

James H. Season
Director                           15,000    15,000         0         *

William E. Starkey
Director                           10,000    10,000         0         *

Richard P. Halka
Treasurer and Controller            5,000     5,000         0         *

Andrew E. Nicholson
Senior Vice President-
Finance                            46,250    20,000    26,250         *

                                                                     (continued)
-5-

                                    Shares                 Shares
                                    Owned      Shares      Owned
                                    Prior to   Offered     After
Name and Title                      Offering   Hereby      Offering   Percent
--------------------------------------------------------------------------------

Daniel R. Vaughn
Vice President                      40,170     20,000       20,170    *

Frank R. Cohen
former Director, Chief
Financial Officer and
Treasurer; current
Consultant                         112,750     87,750       25,000    *

Warren B. French, Jr.
Former Director                      5,800      5,000          800    *

Robert Genova
former Director, President
and Chief Executive Officer;
current Consultant                 321,997    293,747       28,250    *

Donald K. Roberton
former Vice Chairman;
current Consultant                 200,000    200,000            0    *
---------------------------
* Represents as to each Selling Stockholder less than 1% of the shares of Common
  Stock outstanding.

Note: The remaining  425,000  Shares offered in this Re-Offer  Prospectus may be
re-offered  from time to time by certain of the  officers and  directors  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.

                              PLAN OF DISTRIBUTION

         The Selling  Stockholders have advised the Company that they wish to 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.
-6-

         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  is  selling  the Shares for his 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.  Mr. Noone
is eligible to participate in the Incentive Plan but has not received any awards
to date thereunder.

                    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
-7-

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.
-8-

                                     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, 1996;

(b)      the  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         March 31, 1997;

(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 16, 1997; 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.
-9-

         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.

         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.
------------------------------------------------

         Not Applicable.

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.
-10-

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

         5,000 of the Shares of Common  Stock that  hereby are being  registered
for resale were issued to an officer of the Company  pursuant to his  employment
agreement.  716,497  of the  shares  of  Common  Stock  that  hereby  are  being
registered for resale may be issued  pursuant to options  previously  granted to
certain current or former executive  officers and directors of the Company.  All
such  securities  issued as of the date hereof were issued  pursuant to employee
benefits plans to a limited  number of current or former  directors or executive
officers  of the Company in  transactions  not  involving  a public  offering in
reliance on Section 4(2) of the  Securities  Act. Such persons,  in their former
and current  positions,  have access to the types of  information  that could be
obtained  through the  registration  process and, at the time of  offering,  the
Company believed that, based upon their educational background and position with
the Company,  such individuals had the knowledge and experience in financial and
business  matters of the Company to enable  such  individuals  to  evaluate  the
merits and risks of the investment.
-11-

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

    4.4  Non-Employee Director Stock Option Plan              *

    4.5  Employment Agreement dated as of September
         12, 1995, between the Registrant and
         Robert Genova                                        **

    4.6  Employment Agreement dated September
         12, 1995 between the Registrant and
         Frank R. Cohen                                       ***

    4.7  Amended and Restated Employment
         Agreement dated as of January 9, 1997
         between the Registrant and Richard P. Halka          ****

    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

   23.2  Consent of BDO Seidman, LLP,
         certified public accountants                        23.2

   24    Power of Attorney                               Contained on
                                                         Signature Page
--------------------------------------------------------------------------------
   *Incorporated  herein by reference to Exhibit 10.91 to the Registrant's  Form
    10-K for the year ended December 31, 1996.
  **Incorporated  herein by reference to Exhibit 10.56 to the Registrant's  Form
    10-K for the year ended December 31, 1995.
 ***Incorporated  herein by reference to Exhibit 10.57 to the Registrant's  Form
    10-K for the year ended December 31, 1995.
****Incorporated  herein by reference to Exhibit 10.92 to the Registrant's  Form
    10-K for the year ended December 31, 1996.
-12-

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.

           (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.
-13-

           (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.
-14-

                                   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 Budapest,  Republic of
Hungary, on June , 1997.

                                 HUNGARIAN TELEPHONE AND CABLE CORP.

                                 By:  /s/ James G. Morrison
                                 -------------------------------
                                 James G. Morrison, President,
                                 Chief Executive Officer and
                                 Director
                                 (Duly Authorized Representative)

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints James G. Morrison 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/James G. Morrison       Director, President       June 20, 1997
-----------------------      and Chief Executive
James G. Morrison            Officer
                                                                     (continued)
-15-

/s/Richard P. Halka        Treasurer and Controller   June 20, 1997
-------------------------
Richard P. Halka

/s/Andrew E. Nicholson     Senior Vice President,     June 20, 1997
-------------------------    Finance
Andrew E. Nicholson

/s/Peter T. Noone          General Counsel            June 20, 1997
-------------------------
Peter T. Noone

/s/David A. Finley         Director                   June 20, 1997
-------------------------
David A. Finley

/s/John B. Ryan            Director                   June 20, 1997
-------------------------
John B. Ryan

/s/James H. Season         Director                   June 20, 1997
-------------------------
James H. Season

/s/Ronald E. Spears        Director                   June 20, 1997
-------------------------
Ronald E. Spears

/s/William E. Starkey      Director                   June 20, 1997
-------------------------
William E. Starkey
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

   4.4   Non-Employee Director Stock Option Plan *

   4.5   Employment Agreement dated as of September 12, 1995, between
         the Registrant and Robert Genova **

   4.6   Employment Agreement dated September 12, 1995 between the
         Registrant and Frank R. Cohen ***

   4.7   Amended and  Restated  Employment  Agreement  dated as of January 9,
         1997 between the Registrant and Richard P. Halka ****

   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

  23.2   Consent of BDO Seidman, LLP, certified public accountants

   24     Power of Attorney*****
-------------------------
    *Previously filed as Exhibit 10.91 with the  Registrant's  Form 10-K for the
     year ended December 31, 1996.
   **Previously filed as Exhibit 10.56 with the  Registrant's  Form 10-K for the
     year ended December 31, 1995.
  ***Previously filed as Exhibit 10.57 with the  Registrant's  Form 10-K for the
     year ended December 31, 1995.
 ****Previously filed as Exhibit 10.92 with the  Registrant's  Form 10-K for the
     year ended December 31, 1996.
*****Contained on Signature Page