As filed with the Securities and Exchange Commission
                               on October 18, 1996

                              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)


                  EMPLOYMENT CONTRACTS WITH JAMES G. MORRISON,
                    ANDREW E. NICHOLSON AND DANIEL R. VAUGHN
                   ------------------------------------------
                            (Full title of the plan)

                                             Copy to:
       Peter T. Noone                 Stephen A. Bouchard, Esq.
Hungarian Telephone and Cable Corp.  Fleischman and Walsh, L.L.P.
    100 First Stamford Place          1400 Sixteenth Street, NW
      Stamford, CT  06902                   Suite 600
        (203) 348-9069                  Washington, DC  20036
                                         (202) 929-7900
(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       110,500(1)  $12.5625(2)  $1,388,156.25(2) $479.00

-----------------------------------------------------------------
(1)      Consists of 55,000 shares of Common Stock issued to James G.  Morrison,
         the  Registrant's  President and Chief Executive  Officer and Director,
         issued pursuant to his amended and restated  employment  contract dated
         as of October 17, 1996;  36,500 shares of Common Stock issued to Andrew
         E.  Nicholson,  the  Registrant's  Senior  Vice  President  -  Finance,
         pursuant to his amended and restated  employment  contract  dated as of
         October 17, 1996; and 19,000 shares of Common Stock issued to Daniel R.
         Vaughn,  the Registrant's  Vice President and Chief Operating  Officer,
         pursuant to his amended and restated  employment  contract  dated as of
         October 17, 1996.

(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating the registration fee and based upon the average of the high
         and low prices of the Common  Stock as reported on the  American  Stock
         Exchange on October 16, 1996 of $12.5625 per share.


----------------
Note: This Registration Statement, pursuant to Instruction C of Form 8, includes
a Re-Offer Prospectus for the resale of shares of Common Stock previously issued
to certain employees in connection with certain employment contracts.


<PAGE>



                       HUNGARIAN TELEPHONE AND CABLE CORP.

              Cross-Reference Sheet Showing Location in 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................................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..........................Not applicable

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
     Securities Act Liabilities...........Indemnification of
                                          Directors and Officers


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to Messrs. Morrison,  Nicholson and Vaughn 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 document(s)  (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.

                         110,500 SHARES OF COMMON STOCK
                         -------------------------------
                          (Par Value $0.001 Per Share)

          OFFERED AS SET FORTH HEREIN PURSUANT TO EMPLOYMENT
       CONTRACTS BETWEEN HUNGARIAN TELEPHONE AND CABLE CORP. AND
      JAMES G. MORRISON, ANDREW E. NICHOLSON AND DANIEL R. VAUGHN
                        -------------------------

     This  Prospectus   relates  to  offers  and  sales  of  110,500   currently
outstanding  shares (the  "Shares") of Common Stock of Hungarian  Telephone  and
Cable Corp., a Delaware corporation (the "Company"), that were acquired prior to
October  18,  1996  by  certain   employees   of  the  Company   (the   "Selling
Stockholders") pursuant to certain employment contracts.

     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 Selling Stockholders will be borne by
such Selling Stockholders.

     All or a portion  of the  shares  of Common  Stock  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 October 18, 1996, the average of the high and low prices of
the  Company's  Common  Stock as reported on the  American  Stock  Exchange  was
$12.5625.
                            -------------------------
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.
                            -------------------------

<PAGE>




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 October 18, 1996





<PAGE>



                                TABLE OF CONTENTS


                                                               Page
                                                               ----
AVAILABLE INFORMATION........................................    1

INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE....................................................    1

THE COMPANY..................................................    3

USE OF PROCEEDS..............................................    3

DESCRIPTION OF CAPITAL STOCK.................................    3

SELLING
STOCKHOLDERS.................................................    4

TRANSFER AGENT AND
REGISTRAR....................................................    4

PLAN OF
DISTRIBUTION.................................................    4

LEGAL
MATTERS......................................................    5

INDEMNIFICATION OF DIRECTORS AND OFFICERS....................    5


<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, 1995.



<PAGE>


                                       -2-


     2. The  Company's  Quarterly  Reports on Form 10-Q for the  quarters  ended
March 31, 1996 and June 30, 1996.

     3. All other reports  filed by the Company  pursuant to Section 13 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 9, 1996.

     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
Employment Contracts 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
with in 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) 212- 1100.


                                 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. 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


<PAGE>


                                       -4-


or  exchange  into any other class or series of stock,  voting  rights and other
terms.

                              SELLING STOCKHOLDERS

         The  Shares  that  may be  offered  for sale  from  time to time by the
Selling  Stockholders  consist  of Shares  that were  acquired  by such  Selling
Stockholders prior to the date hereof pursuant to their employment contracts.


     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
----------------------------------------------------------------
James G. Morrison,
Director, President
and Chief Executive
Officer of the Company      55,000     55,000      0         *

Andrew E. Nicholson,
Senior Vice President,
Finance of the Company      36,500     36,500      0         *

Daniel R. Vaughn,
Vice President and Chief
Operating Officer of the
Company                     19,000     19,000      0         *


* Represents as to each Selling Stockholder less than 1% of the shares of Common
  Stock outstanding.


                          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


<PAGE>


                                       -5-


the Selling Stockholders will be determined by each Selling Stockholder and will
depend on a number of factors,  including  the market  price of the Common Stock
and the Selling Stockholders' personal financial circumstances.

     The  Selling  Stockholders  may sell  shares of Common  Stock in any of the
following ways: (i) through dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected from time to time in one or more transactions on a securities exchange,
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  Fleischman  and Walsh,  L.L.P,  1400  Sixteenth  Street,  Suite 600,
Washington, DC 20036.


                    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 applicable law. Section 145 of the Delaware General
Corporation Law (the "DGCL")


<PAGE>


                                       -6-


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

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "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 Act and is
therefore unenforceable.





<PAGE>


                                       -7-


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

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

(a)      the Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1995;

(b)      the Registrant's Quarterly Report on Form 10-Q for the
         quarters ended March 31, 1996 and June 30, 1996;

(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 9, 1996; 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  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
Prospectus.



<PAGE>


                                       -8-


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

     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 applicable law. Section 145 of the Delaware General
Corporation Law (the "DGCL") provides that a Delaware  corporation may indemnify
any person  against  expenses,  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.


<PAGE>


                                       -9-



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

         The 110,500 Shares of Common Stock that hereby are being registered for
resale were issued to the officers of the Company  pursuant to their  employment
contracts.  All such shares of Common Stock were issued without  registration in
reliance on the  exemption  afforded by Section  4(2) of the  Securities  Act of
1933, as amended (the "Securities Act").

Item 8.   Exhibits.
-------------------

 Regulation
    S-K                                    Reference to Prior
  Exhibit                                  Filing or Exhibit
  Number                 Document          Number Attached Hereto
-----------  ---------------------------   ----------------------
   3.1       Certificate of Incorporation            *
             of Hungarian Telephone and
             Cable Corp.

   3.2       Bylaws of Hungarian Telephone
             and Cable Corp.                         *

    5        Opinion of Fleischman and            Attached as
             Walsh, L.L.P.                         Exhibit 5

   10.81     Amended and Restated Employment      Attached as
             Contract dated as of October        Exhibit 10.81
             17, 1996 between Hungarian
             Telephone and Cable Corp. and
             James G. Morrison

   10.82     Amended and Restated Employment      Attached as
             Contract dated as of October        Exhibit 10.82
             17, 1996 between Hungarian
             Telephone and Cable Corp. and
             Andrew E. Nicholson

   10.83     Amended and Restated Employment      Attached as
             Contract dated as of October        Exhibit 10.83
             17, 1996 between Hungarian
             Telephone and Cable Corp. and
             Daniel R. Vaughn

   23        Consent of Fleischman and
             Walsh, L.L.P. (included in
             Exhibit 5)

   23.1      Consent of KPMG Peat Marwick          Attached as
             LLP, certified public                 Exhibit 23.1
             accountants



<PAGE>


                                      -10-


   23.2      Consent of BDO Seidman, LLP,          Attached as
             certified public accountants          Exhibit 23.2

   24        Power of Attorney                     Contained on
                                                  Signature Page


--------------------
*        Filed as exhibits to Registrant's Registration Statement on
         Form SB-2 dated October 20, 1992, as amended (Registration
         No. 33-53582-NY as amended).


<PAGE>


                                      -11-


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 thereto)
                                   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, 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, 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


<PAGE>


                                      -12-


statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.





<PAGE>


                                      -13-


                                   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 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 October 17,
1996.


                                 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,   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           October 17, 1996
---------------------           and Chief Executive
James G. Morrison               Officer




<PAGE>


                                      -14-


/s/Richard P. Halka              Controller                   October 17, 1996
----------------------
Richard P. Halka


/s/Andrew E. Nicholson           Senior Vice President,       October 17, 1996
----------------------           Finance
Andrew E. Nicholson


/s/Daniel R. Vaughn              Chief Operating              October 17, 1996
-----------------------          Officer
Daniel R. Vaughn


/s/David A. Finley               Director                     October 17, 1996
-----------------------
David A. Finley


/s/Warren B. French, Jr.         Director                     October 17, 1996
------------------------
Warren B. French, Jr.


/s/John B. Ryan                  Director                     October 17, 1996
-----------------------
John B. Ryan


/s/James H. Season               Director                     October 17, 1996
-----------------------
James H. Season


/s/Ronald E. Spears              Director                     October 17, 1996
-----------------------
Ronald E. Spears


/s/William E. Starkey            Director                     October 17, 1996
------------------------
William E. Starkey





<PAGE>


                                      -15-


                                INDEX TO EXHIBITS




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

3.1               *Certificate of Incorporation of Hungarian
                  Telephone and Cable............................

3.2               *Bylaws of Hungarian Telephone and Cable
                  Corp...........................................

5                 Opinion of Fleischman and Walsh, L.L.P (which
                  includes their consent)........................

10.81             Amended and Restated Employment Contract dated
                  October 17, 1996 between Hungarian Telephone
                  and Cable Corp. and James G. Morrison..........

10.82             Amended and Restated Employment Contract dated
                  October 17, 1996 between Hungarian Telephone
                  and Cable Corp. and Andrew E. Nicholson........

10.83             Amended and Restated Employment Contract dated
                  October 17, 1996 between Hungarian Telephone
                  and Cable Corp. and Daniel R. Vaughn...........

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

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









--------------------
*        Filed as exhibits to Registrant's Registration Statement on
         Form SB-2 dated October 20, 1992, as amended (Registration
         No. 33-53582-NY as amended).
[{"type": "S-8", "sequence": "1", "description": "EMPLOYMENT CONTRACTS", "secsgml_size_bytes": 44767}]
{"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": "333-14435", "film-number": "96645329"}, "business-address": {"street1": "227 RT 206", "street2": "BLDG 1 UNIT 11", "city": "FLANDERS", "state": "NJ", "zip": "07836", "phone": "2019276560"}, "mail-address": {"street1": "227 RT 206", "street2": "BLDG 1 UNIT 11", "city": "FLANDERS", "state": "NJ", "zip": "07836"}}
As filed with the Securities and Exchange Commission
                               on October 18, 1996

                              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)

                  EMPLOYMENT CONTRACTS WITH JAMES G. MORRISON,
                    ANDREW E. NICHOLSON AND DANIEL R. VAUGHN
                   ------------------------------------------
                            (Full title of the plan)

                                             Copy to:
       Peter T. Noone                 Stephen A. Bouchard, Esq.
Hungarian Telephone and Cable Corp.  Fleischman and Walsh, L.L.P.
    100 First Stamford Place          1400 Sixteenth Street, NW
      Stamford, CT  06902                   Suite 600
        (203) 348-9069                  Washington, DC  20036
                                         (202) 929-7900
(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       110,500(1)  $12.5625(2)  $1,388,156.25(2) $479.00

-----------------------------------------------------------------
(1)      Consists of 55,000 shares of Common Stock issued to James G.  Morrison,
         the  Registrant's  President and Chief Executive  Officer and Director,
         issued pursuant to his amended and restated  employment  contract dated
         as of October 17, 1996;  36,500 shares of Common Stock issued to Andrew
         E.  Nicholson,  the  Registrant's  Senior  Vice  President  -  Finance,
         pursuant to his amended and restated  employment  contract  dated as of
         October 17, 1996; and 19,000 shares of Common Stock issued to Daniel R.
         Vaughn,  the Registrant's  Vice President and Chief Operating  Officer,
         pursuant to his amended and restated  employment  contract  dated as of
         October 17, 1996.

(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating the registration fee and based upon the average of the high
         and low prices of the Common  Stock as reported on the  American  Stock
         Exchange on October 16, 1996 of $12.5625 per share.

----------------
Note: This Registration Statement, pursuant to Instruction C of Form 8, includes
a Re-Offer Prospectus for the resale of shares of Common Stock previously issued
to certain employees in connection with certain employment contracts.
HUNGARIAN TELEPHONE AND CABLE CORP.

              Cross-Reference Sheet Showing Location in 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................................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..........................Not applicable

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
     Securities Act Liabilities...........Indemnification of
                                          Directors and Officers
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to Messrs. Morrison,  Nicholson and Vaughn 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 document(s)  (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.

                         110,500 SHARES OF COMMON STOCK
                         -------------------------------
                          (Par Value $0.001 Per Share)

          OFFERED AS SET FORTH HEREIN PURSUANT TO EMPLOYMENT
       CONTRACTS BETWEEN HUNGARIAN TELEPHONE AND CABLE CORP. AND
      JAMES G. MORRISON, ANDREW E. NICHOLSON AND DANIEL R. VAUGHN
                        -------------------------

     This  Prospectus   relates  to  offers  and  sales  of  110,500   currently
outstanding  shares (the  "Shares") of Common Stock of Hungarian  Telephone  and
Cable Corp., a Delaware corporation (the "Company"), that were acquired prior to
October  18,  1996  by  certain   employees   of  the  Company   (the   "Selling
Stockholders") pursuant to certain employment contracts.

     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 Selling Stockholders will be borne by
such Selling Stockholders.

     All or a portion  of the  shares  of Common  Stock  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 October 18, 1996, the average of the high and low prices of
the  Company's  Common  Stock as reported on the  American  Stock  Exchange  was
$12.5625.
                            -------------------------
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 October 18, 1996
TABLE OF CONTENTS

                                                               Page
                                                               ----
AVAILABLE INFORMATION........................................    1

INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE....................................................    1

THE COMPANY..................................................    3

USE OF PROCEEDS..............................................    3

DESCRIPTION OF CAPITAL STOCK.................................    3

SELLING
STOCKHOLDERS.................................................    4

TRANSFER AGENT AND
REGISTRAR....................................................    4

PLAN OF
DISTRIBUTION.................................................    4

LEGAL
MATTERS......................................................    5

INDEMNIFICATION OF DIRECTORS AND OFFICERS....................    5
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, 1995.
-2-

     2. The  Company's  Quarterly  Reports on Form 10-Q for the  quarters  ended
March 31, 1996 and June 30, 1996.

     3. All other reports  filed by the Company  pursuant to Section 13 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 9, 1996.

     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
Employment Contracts 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
with in 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) 212- 1100.

                                 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. 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
-4-

or  exchange  into any other class or series of stock,  voting  rights and other
terms.

                              SELLING STOCKHOLDERS

         The  Shares  that  may be  offered  for sale  from  time to time by the
Selling  Stockholders  consist  of Shares  that were  acquired  by such  Selling
Stockholders prior to the date hereof pursuant to their employment contracts.

     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
----------------------------------------------------------------
James G. Morrison,
Director, President
and Chief Executive
Officer of the Company      55,000     55,000      0         *

Andrew E. Nicholson,
Senior Vice President,
Finance of the Company      36,500     36,500      0         *

Daniel R. Vaughn,
Vice President and Chief
Operating Officer of the
Company                     19,000     19,000      0         *

* Represents as to each Selling Stockholder less than 1% of the shares of Common
  Stock outstanding.

                          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
-5-

the Selling Stockholders will be determined by each Selling Stockholder and will
depend on a number of factors,  including  the market  price of the Common Stock
and the Selling Stockholders' personal financial circumstances.

     The  Selling  Stockholders  may sell  shares of Common  Stock in any of the
following ways: (i) through dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected from time to time in one or more transactions on a securities exchange,
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  Fleischman  and Walsh,  L.L.P,  1400  Sixteenth  Street,  Suite 600,
Washington, DC 20036.

                    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 applicable law. Section 145 of the Delaware General
Corporation Law (the "DGCL")
-6-

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

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "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 Act and is
therefore unenforceable.
-7-

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

(a)      the Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1995;

(b)      the Registrant's Quarterly Report on Form 10-Q for the
         quarters ended March 31, 1996 and June 30, 1996;

(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 9, 1996; 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  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
Prospectus.
-8-

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

     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 applicable law. Section 145 of the Delaware General
Corporation Law (the "DGCL") provides that a Delaware  corporation may indemnify
any person  against  expenses,  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.
-9-

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

         The 110,500 Shares of Common Stock that hereby are being registered for
resale were issued to the officers of the Company  pursuant to their  employment
contracts.  All such shares of Common Stock were issued without  registration in
reliance on the  exemption  afforded by Section  4(2) of the  Securities  Act of
1933, as amended (the "Securities Act").

Item 8.   Exhibits.
-------------------

 Regulation
    S-K                                    Reference to Prior
  Exhibit                                  Filing or Exhibit
  Number                 Document          Number Attached Hereto
-----------  ---------------------------   ----------------------
   3.1       Certificate of Incorporation            *
             of Hungarian Telephone and
             Cable Corp.

   3.2       Bylaws of Hungarian Telephone
             and Cable Corp.                         *

    5        Opinion of Fleischman and            Attached as
             Walsh, L.L.P.                         Exhibit 5

   10.81     Amended and Restated Employment      Attached as
             Contract dated as of October        Exhibit 10.81
             17, 1996 between Hungarian
             Telephone and Cable Corp. and
             James G. Morrison

   10.82     Amended and Restated Employment      Attached as
             Contract dated as of October        Exhibit 10.82
             17, 1996 between Hungarian
             Telephone and Cable Corp. and
             Andrew E. Nicholson

   10.83     Amended and Restated Employment      Attached as
             Contract dated as of October        Exhibit 10.83
             17, 1996 between Hungarian
             Telephone and Cable Corp. and
             Daniel R. Vaughn

   23        Consent of Fleischman and
             Walsh, L.L.P. (included in
             Exhibit 5)

   23.1      Consent of KPMG Peat Marwick          Attached as
             LLP, certified public                 Exhibit 23.1
             accountants
-10-

   23.2      Consent of BDO Seidman, LLP,          Attached as
             certified public accountants          Exhibit 23.2

   24        Power of Attorney                     Contained on
                                                  Signature Page

--------------------
*        Filed as exhibits to Registrant's Registration Statement on
         Form SB-2 dated October 20, 1992, as amended (Registration
         No. 33-53582-NY as amended).
-11-

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 thereto)
                                   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, 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, 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
-12-

statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-13-

                                   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 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 October 17,
1996.

                                 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,   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           October 17, 1996
---------------------           and Chief Executive
James G. Morrison               Officer
-14-

/s/Richard P. Halka              Controller                   October 17, 1996
----------------------
Richard P. Halka

/s/Andrew E. Nicholson           Senior Vice President,       October 17, 1996
----------------------           Finance
Andrew E. Nicholson

/s/Daniel R. Vaughn              Chief Operating              October 17, 1996
-----------------------          Officer
Daniel R. Vaughn

/s/David A. Finley               Director                     October 17, 1996
-----------------------
David A. Finley

/s/Warren B. French, Jr.         Director                     October 17, 1996
------------------------
Warren B. French, Jr.

/s/John B. Ryan                  Director                     October 17, 1996
-----------------------
John B. Ryan

/s/James H. Season               Director                     October 17, 1996
-----------------------
James H. Season

/s/Ronald E. Spears              Director                     October 17, 1996
-----------------------
Ronald E. Spears

/s/William E. Starkey            Director                     October 17, 1996
------------------------
William E. Starkey
-15-

                                INDEX TO EXHIBITS

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

3.1               *Certificate of Incorporation of Hungarian
                  Telephone and Cable............................

3.2               *Bylaws of Hungarian Telephone and Cable
                  Corp...........................................

5                 Opinion of Fleischman and Walsh, L.L.P (which
                  includes their consent)........................

10.81             Amended and Restated Employment Contract dated
                  October 17, 1996 between Hungarian Telephone
                  and Cable Corp. and James G. Morrison..........

10.82             Amended and Restated Employment Contract dated
                  October 17, 1996 between Hungarian Telephone
                  and Cable Corp. and Andrew E. Nicholson........

10.83             Amended and Restated Employment Contract dated
                  October 17, 1996 between Hungarian Telephone
                  and Cable Corp. and Daniel R. Vaughn...........

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

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

--------------------
*        Filed as exhibits to Registrant's Registration Statement on
         Form SB-2 dated October 20, 1992, as amended (Registration
         No. 33-53582-NY as amended).