SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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

                        CT Communications, Inc.
      (Exact name of registrant as specified in its charter) 



               North Carolina                         56-1837282
     (State or other jurisdiction                 (I.R.S. Employer
     of incorporation or organization)          Identification No.)
     
                         Post Office Box 227
                      68 Cabarrus Avenue, East
                      Concord, N.C. 28026-0227
               (Address of Principal Executive Offices)

     CT Communications, Inc. 1996 Director Compensation Plan
                       (Full title of the Plan)

                        MICHAEL R. COLTRANE
                         President and CEO
                      CT Communications, Inc,
                     68 Cabarrus Avenue, East
                        Post Office Box 227
                Concord, North Carolina 28026-0227
             (Name and address of agent for service)

                          (704) 788-0214
     (Telephone number, including area code, of agent for service)

                              Copy To:
                         R. DOUGLAS HARMON
                 Smith Helms Mulliss & Moore, L.L.P.
                      Post Office Box 31247
                   Charlotte, North Carolina 28231

     Approximate date of commencement of proposed sale to the public:
     From time to time after the effective date of this Registration
Statement.

                  CALCULATION OF REGISTRATION FEE

Title of each Class of                 Class B Nonvoting Common Stock
  Securities to be Registered
Amount to be                           7,500 Shares
 Registered
Proposed Maximum                     $165
 Offering
 Price Per Share (1)
Proposed Maximum                      $1,237,500
 Aggregate Offering Price (1)         
Amount of                             $375
Registration Fee

     (1)  Estimated solely for the purpose of calculating the registration fee
and computed according to Rule 457(h) under the Securities Act of 1933, as
amended, based on the price of the Common Stock of which options granted
pursuant to the Plan may be exercised.

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting the Prospectus of CT Communications, Inc. (the
"Registrant") with respect to this Registration Statement in accordance with
Rule 428 promulgated pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), are kept on file at the offices of the Registrant.  The
Registrant will provide without charge to participants in the Plan referenced
herein, on the written or oral request of any such person, a copy of any or
all of the documents constituting the Prospectus.  Written requests for such
copies should be directed to the Treasurer, CT Communications, Inc., 68
Cabarrus Avenue, East, Post Office Box 227, Concord, North Carolina
28026-0227. Telephone requests may be directed to (704) 788-0214.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein
and in the Prospectus constituting a part of this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996, filed pursuant to Section 13
of the Exchange Act; and

          (c)  The description of the Registrant's Class B Nonvoting Common
Stock contained in its Registration Statement filed under the Exchange Act and
all amendments and reports filed for the purpose of updating such description,
including the Registrant's Definitive Proxy Statement filed with the
Commission on September 21, 1993.

     All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the 
effectiveness of this Registration Statement and prior to the filing of a 
post-effective amendment hereto, which either indicates that all securities 
offered hereto have been sold or deregisters all securities then remaining 
unsold shall be deemed to be incorporated by reference in this Registration 
Statement and the Prospectus and to be a part hereof and thereof from the 
date of filing of such documents.  Any statement contained in a document 
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 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 or the Prospectus.

     The Registrant will provide without charge to each person to whom the
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein and in the Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies should be
directed to the Treasurer, CT Communications, Inc., 68 Cabarrus Avenue, East,
Post Office 227, Concord, North Carolina 28026-0227.  Telephone requests may
be directed to (704) 788-0214.

Item 6.  Indemnification of Directors and Officers.

     There are no provisions in the Registrant's Restated Articles of
Incorporation, and no contracts between the Registrant and its directors and
officers nor resolutions adopted by the Registrant, relating to
indemnification.  The Registrant's Restated Articles of Incorporation prevent
the recovery by the Registrant of monetary damages against its directors. 
However, in accordance with the provisions of the North Carolina Business
Corporation Act (the "Act"), the Registrant's Bylaws provide that, in addition
to the indemnification of directors and officers otherwise provided by the
Act, the Registrant shall, under certain circumstances, indemnify its
directors, executive officers and certain other designated officers against
any and all liability and litigation expense, including reasonable attorneys'
fees, arising out of their status or activities as directors and officers,
except for liability or litigation expense incurred on account of activities
that were at the time known or reasonably should have been known by such
director or officer to be clearly in conflict with the best interests of the
Registrant.  Pursuant to such Bylaws and as authorized by statute, the
Registrant maintains insurance on behalf of its directors and officers against
liability asserted against such persons in such capacity whether or not such
director or officers have the right to indemnification pursuant to the Bylaws
or otherwise.

     In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which
directors and officers shall or may be indemnified.  Section 55-8-51 of the
Act permits a corporation, with certain exceptions, to indemnify a present or
former director against liability if (i) he conducted himself in good faith,
(ii) he reasonably believed (x) that his conduct in his official capacity with
the corporation was in its best interests and (y) in all other cases his
conduct was at least not opposed to the corporation's best interest, and (iii)
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful.  A corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him in which he was adjudged
liable on such basis.  The above standard of conduct is determined by the
Board of Directors, or a committee thereof, special legal counsel or the
shareholders as prescribed in Section 55-8-55 of the Act.

     Sections 55-8-52 and 55-8-56 of the Act require a corporation to
indemnify a director or officer in the defense of any proceeding to which he
was a party because of his capacity as a director or officer against
reasonable expenses when he is wholly successful in his defense, unless the
articles of incorporation provide otherwise.  Upon application, the court may
order indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54.  Section 55-8-56 allows a
corporation to indemnify and advance to an officer, employee or agent who is
not a director to the same extent as a director or as otherwise set forth in
the corporation's articles of incorporation or bylaws or by a resolution of
the board of directors.

     In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles
of incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf
of these individuals.

     THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS OF NORTH
CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS AND OFFICERS AND DOES 
NOT PURPORT TO BE COMPLETE.  IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO 
THE RELEVANT STATUTES WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE 
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT INDEMNIFICATION 
SHALL OR MAY BE MADE AND ACCORDINGLY ARE SET FORTH IN EXHIBIT 99.2 HERETO AND 
INCORPORATED HEREIN BY REFERENCE.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference in
this Registration Statement.

     
     Exhibit No.    Description of Exhibit

     5.1       Opinion of Smith Helms Mulliss & Moore, L.L.P., as to           
               legality of securities to be registered.

     23.1       Consent of Smith Helms Mulliss & Moore, L.L.P. (included in 
                Exhibit 5.1).

     23.2       Consent of KPMG Peat Marwick LLP, independent certified        
                public accountants.

     24.1       Power of Attorney (Included in signature page).

     99.1       CT Communications, Inc. 1996 Director Compensation Plan.

     99.2       Provisions of North Carolina law relating to indemnification   
                 (incorporated herein by reference to Exhibit 99.2 of the CT   
                 Communications, Inc. Registration Statement on Form S-8   
                 (Registration  No. 33-59645) filed on May 26, 1995).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

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

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

                 (iii)   To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or 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, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                              SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Concord, North Carolina, on October
31, 1996.


                              CT COMMUNICATIONS, INC.


                              By:  /S/ MICHAEL R. COLTRANE
                                   Michael R. Coltrane
                                   President and Chief Executive Officer

                         POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Michael R. Coltrane and Barry R.
Rubens, and each of them acting individually, his true and lawful
attorneys-in-fact and agents 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 documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them acting individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them acting individually, or his
substitutes, may lawfully do or cause to be done by virtue hereof.

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

     SIGNATURE                  TITLE                      DATE


/s/ MICHAEL R. COLTRANE    President, Chief Executive   October 31, 1996 
Michael R. Colt             Officer and Director
                          (Principal Executive Officer)

/s/L.D. COLTANE III        Chairman of the Board         October 31, 1996
L.D. Coltrane III           and Director

/S/ BARRY R. RUBENS        Senior Vice President         October 31, 1996
Barry R. Rubens             (Principal Financial
                            and Principal Accounting
                            Officer)


/S/ JOHN R. BOGER, JR.     Director                      October 31, 1996
John R. Boger, Jr.


/S/ O. CHARLIE CHEWNING    Director                      October 31, 1996
O. Charlie Chewning


/S/ SAMUEL E. LEFTWICH     Director                      October 31, 1996
Samuel E. Leftwich        


/S/ JERRY H. MCCLELLAN     Director                      October 31, 1996
Jerry H. McClellan


/S/ BEN F. MYNATT          Director                      October 31, 1996
Ben F. Mynatt


/S/ PHIL W. WIDENHOUSE     Director                      October 31, 1996
Phil W. Widenhouse
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SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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

                        CT Communications, Inc.
      (Exact name of registrant as specified in its charter) 

               North Carolina                         56-1837282
     (State or other jurisdiction                 (I.R.S. Employer
     of incorporation or organization)          Identification No.)
     
                         Post Office Box 227
                      68 Cabarrus Avenue, East
                      Concord, N.C. 28026-0227
               (Address of Principal Executive Offices)

     CT Communications, Inc. 1996 Director Compensation Plan
                       (Full title of the Plan)

                        MICHAEL R. COLTRANE
                         President and CEO
                      CT Communications, Inc,
                     68 Cabarrus Avenue, East
                        Post Office Box 227
                Concord, North Carolina 28026-0227
             (Name and address of agent for service)

                          (704) 788-0214
     (Telephone number, including area code, of agent for service)

                              Copy To:
                         R. DOUGLAS HARMON
                 Smith Helms Mulliss & Moore, L.L.P.
                      Post Office Box 31247
                   Charlotte, North Carolina 28231

     Approximate date of commencement of proposed sale to the public:
     From time to time after the effective date of this Registration
Statement.

                  CALCULATION OF REGISTRATION FEE

Title of each Class of                 Class B Nonvoting Common Stock
  Securities to be Registered
Amount to be                           7,500 Shares
 Registered
Proposed Maximum                     $165
 Offering
 Price Per Share (1)
Proposed Maximum                      $1,237,500
 Aggregate Offering Price (1)         
Amount of                             $375
Registration Fee

     (1)  Estimated solely for the purpose of calculating the registration fee
and computed according to Rule 457(h) under the Securities Act of 1933, as
amended, based on the price of the Common Stock of which options granted
pursuant to the Plan may be exercised.

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting the Prospectus of CT Communications, Inc. (the
"Registrant") with respect to this Registration Statement in accordance with
Rule 428 promulgated pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), are kept on file at the offices of the Registrant.  The
Registrant will provide without charge to participants in the Plan referenced
herein, on the written or oral request of any such person, a copy of any or
all of the documents constituting the Prospectus.  Written requests for such
copies should be directed to the Treasurer, CT Communications, Inc., 68
Cabarrus Avenue, East, Post Office Box 227, Concord, North Carolina
28026-0227. Telephone requests may be directed to (704) 788-0214.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein
and in the Prospectus constituting a part of this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996, filed pursuant to Section 13
of the Exchange Act; and

          (c)  The description of the Registrant's Class B Nonvoting Common
Stock contained in its Registration Statement filed under the Exchange Act and
all amendments and reports filed for the purpose of updating such description,
including the Registrant's Definitive Proxy Statement filed with the
Commission on September 21, 1993.

     All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the 
effectiveness of this Registration Statement and prior to the filing of a 
post-effective amendment hereto, which either indicates that all securities 
offered hereto have been sold or deregisters all securities then remaining 
unsold shall be deemed to be incorporated by reference in this Registration 
Statement and the Prospectus and to be a part hereof and thereof from the 
date of filing of such documents.  Any statement contained in a document 
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 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 or the Prospectus.

     The Registrant will provide without charge to each person to whom the
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein and in the Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies should be
directed to the Treasurer, CT Communications, Inc., 68 Cabarrus Avenue, East,
Post Office 227, Concord, North Carolina 28026-0227.  Telephone requests may
be directed to (704) 788-0214.

Item 6.  Indemnification of Directors and Officers.

     There are no provisions in the Registrant's Restated Articles of
Incorporation, and no contracts between the Registrant and its directors and
officers nor resolutions adopted by the Registrant, relating to
indemnification.  The Registrant's Restated Articles of Incorporation prevent
the recovery by the Registrant of monetary damages against its directors. 
However, in accordance with the provisions of the North Carolina Business
Corporation Act (the "Act"), the Registrant's Bylaws provide that, in addition
to the indemnification of directors and officers otherwise provided by the
Act, the Registrant shall, under certain circumstances, indemnify its
directors, executive officers and certain other designated officers against
any and all liability and litigation expense, including reasonable attorneys'
fees, arising out of their status or activities as directors and officers,
except for liability or litigation expense incurred on account of activities
that were at the time known or reasonably should have been known by such
director or officer to be clearly in conflict with the best interests of the
Registrant.  Pursuant to such Bylaws and as authorized by statute, the
Registrant maintains insurance on behalf of its directors and officers against
liability asserted against such persons in such capacity whether or not such
director or officers have the right to indemnification pursuant to the Bylaws
or otherwise.

     In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which
directors and officers shall or may be indemnified.  Section 55-8-51 of the
Act permits a corporation, with certain exceptions, to indemnify a present or
former director against liability if (i) he conducted himself in good faith,
(ii) he reasonably believed (x) that his conduct in his official capacity with
the corporation was in its best interests and (y) in all other cases his
conduct was at least not opposed to the corporation's best interest, and (iii)
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful.  A corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him in which he was adjudged
liable on such basis.  The above standard of conduct is determined by the
Board of Directors, or a committee thereof, special legal counsel or the
shareholders as prescribed in Section 55-8-55 of the Act.

     Sections 55-8-52 and 55-8-56 of the Act require a corporation to
indemnify a director or officer in the defense of any proceeding to which he
was a party because of his capacity as a director or officer against
reasonable expenses when he is wholly successful in his defense, unless the
articles of incorporation provide otherwise.  Upon application, the court may
order indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54.  Section 55-8-56 allows a
corporation to indemnify and advance to an officer, employee or agent who is
not a director to the same extent as a director or as otherwise set forth in
the corporation's articles of incorporation or bylaws or by a resolution of
the board of directors.

     In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles
of incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf
of these individuals.

     THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS OF NORTH
CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS AND OFFICERS AND DOES 
NOT PURPORT TO BE COMPLETE.  IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO 
THE RELEVANT STATUTES WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE 
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT INDEMNIFICATION 
SHALL OR MAY BE MADE AND ACCORDINGLY ARE SET FORTH IN EXHIBIT 99.2 HERETO AND 
INCORPORATED HEREIN BY REFERENCE.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference in
this Registration Statement.

     
     Exhibit No.    Description of Exhibit

     5.1       Opinion of Smith Helms Mulliss & Moore, L.L.P., as to           
               legality of securities to be registered.

     23.1       Consent of Smith Helms Mulliss & Moore, L.L.P. (included in 
                Exhibit 5.1).

     23.2       Consent of KPMG Peat Marwick LLP, independent certified        
                public accountants.

     24.1       Power of Attorney (Included in signature page).

     99.1       CT Communications, Inc. 1996 Director Compensation Plan.

     99.2       Provisions of North Carolina law relating to indemnification   
                 (incorporated herein by reference to Exhibit 99.2 of the CT   
                 Communications, Inc. Registration Statement on Form S-8   
                 (Registration  No. 33-59645) filed on May 26, 1995).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

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

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

                 (iii)   To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or 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, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                              SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Concord, North Carolina, on October
31, 1996.

                              CT COMMUNICATIONS, INC.

                              By:  /S/ MICHAEL R. COLTRANE
                                   Michael R. Coltrane
                                   President and Chief Executive Officer

                         POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Michael R. Coltrane and Barry R.
Rubens, and each of them acting individually, his true and lawful
attorneys-in-fact and agents 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 documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them acting individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them acting individually, or his
substitutes, may lawfully do or cause to be done by virtue hereof.

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

     SIGNATURE                  TITLE                      DATE

/s/ MICHAEL R. COLTRANE    President, Chief Executive   October 31, 1996 
Michael R. Colt             Officer and Director
                          (Principal Executive Officer)

/s/L.D. COLTANE III        Chairman of the Board         October 31, 1996
L.D. Coltrane III           and Director

/S/ BARRY R. RUBENS        Senior Vice President         October 31, 1996
Barry R. Rubens             (Principal Financial
                            and Principal Accounting
                            Officer)

/S/ JOHN R. BOGER, JR.     Director                      October 31, 1996
John R. Boger, Jr.

/S/ O. CHARLIE CHEWNING    Director                      October 31, 1996
O. Charlie Chewning

/S/ SAMUEL E. LEFTWICH     Director                      October 31, 1996
Samuel E. Leftwich        

/S/ JERRY H. MCCLELLAN     Director                      October 31, 1996
Jerry H. McClellan

/S/ BEN F. MYNATT          Director                      October 31, 1996
Ben F. Mynatt

/S/ PHIL W. WIDENHOUSE     Director                      October 31, 1996
Phil W. Widenhouse