Registration No. 33-__________


               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.)

                    68 CABARRUS AVENUE, EAST
                       POST OFFICE BOX 227
                  CONCORD, NORTH CAROLINA 28025
            (Address of Principal Executive Offices)
                           __________

    CT COMMUNICATIONS, INC. 1995 EMPLOYEE STOCK PURCHASE 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 28025
             (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

                                               Proposed Maximum
  Title of each Class of       Amount to be       Offering
Securities to be Registered     Registered    Price Per Share (1)
- ---------------------------    ------------   -------------------
Class B Nonvoting                2,500             $251
Common Stock                      shares
$50.00 par value

                                Proposed Maximum      Amount of
  Title of each Class of           Aggregate         Registration
Securities to be Registered    Offering Price (1)        Fee
- ---------------------------    ------------------   ------------  
Class B Nonvoting                   $627,500           $216.36  
Common Stock
$50.00 par value

     (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.
<PAGE>
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
employees, 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 28025. Telephone
requests may be directed to (704) 788-0244.


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, 1994, filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act");

          (b)  The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, filed pursuant to Section 13 of
the Exchange Act; and

          (c)  The description of the Registrant's Common Stock,
$50 par value, 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 Securities
Exchange Act of 1934, as amended (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
28025.  Telephone requests may be directed to (704) 788-0244.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Registrant's 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 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 bylaw 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 bylaw 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 or special legal counsel or the
shareholders as prescribed in Section 55-8-55.

     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
expenses 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
resolution of the Board of Directors.

     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.
  (PER EXHIBIT
   TABLES IN
   ITEM 601 OF
 REGULATION S-K)    DESCRIPTION OF EXHIBIT
- ----------------    ----------------------
     4.1            Articles of Incorporation of the Registrant,
                    incorporated by reference to Registrant's
                    Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1993, dated March 29,
                    1994.

     4.2            Bylaws of the Registrant, incorporated by
                    reference to Registrant's Annual Report on
                    10-K for the fiscal year ended December 31,
                    1993, dated March 29, 1994.

     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           1995 Employee Stock Purchase Plan.

     99.2           Provisions of North Carolina law relating to
                    indemnification.

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;

             (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.

<PAGE>
                           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 May 18, 1995.


                    CT COMMUNICATIONS, INC.


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


<PAGE>
                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Michael R.
Coltrane and Roy W. Long, 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  May 18, 1995
Michael R. Coltrane      Officer and Director
                         (Principal Executive Officer)

/S/L.D. COLTRANE III     Chairman of the Board       May 18, 1995
L.D. Coltrane III        and Director


/S/ROY W. LONG           Vice President, Treasurer   May 18, 1995
Roy W. Long              and Chief Financial
                         Officer (Principal Financial
                         and Principal Accounting
                         Officer)

/S JOHN R. BOGER, JR.    Director                    May 18, 1995
John R. Boger, Jr.


/S/PHIL W. WIDENHOUSE    Director                    May 18, 1995
Phil W. Widenhouse


/S/JERRY H. MCCLELLAN    Executive Vice              May 22, 1995
Jerry H. McClellan       President, General
                         Plant Manager, Secretary
                         and Director

/S/BETTY GAY BIVENS      Director                    May 19, 1995
Betty Gay Bivens


/S/BEN F. MYNATT         Director                    May 19, 1995
Ben F. Mynatt
<PAGE>
                          EXHIBIT INDEX

EXHIBIT NO.
(PER EXHIBIT
TABLES IN
ITEM 601 OF                                            SEQUENTIAL
REGULATION S-K)     DESCRIPTION OF EXHIBIT             PAGE NO.
- --------------      ----------------------             ----------

4.1            Articles of Incorporation of the 
               Registrant, incorporated by reference 
               to Registrant's Annual Report on Form 
               10-K for the fiscal year ended 
               December 31, 1993, dated March 29, 
               1994.

4.2            Bylaws of the Registrant, incorporated 
               by reference to Registrant's Annual 
               Report on 10-K for the fiscal year 
               ended December 31, 1993, dated March 
               29, 1994. 

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           1995 Employee Stock Purchase Plan.

99.2           Provisions of North Carolina law 
               relating to indemnification.
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{"company-data": {"conformed-name": "CT COMMUNICATIONS INC /NC", "cik": "0000023259", "assigned-sic": "4813", "irs-number": "560186420", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59643", "film-number": "95542933"}, "business-address": {"street1": "68 CABARRUS AVE EAST", "street2": "P O BOX 227", "city": "CONCORD", "state": "NC", "zip": "28025", "phone": "7047880244"}, "former-company": {"former-conformed-name": "CONCORD TELEPHONE CO", "date-changed": "19920703"}}
Registration No. 33-__________

               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.)

                    68 CABARRUS AVENUE, EAST
                       POST OFFICE BOX 227
                  CONCORD, NORTH CAROLINA 28025
            (Address of Principal Executive Offices)
                           __________

    CT COMMUNICATIONS, INC. 1995 EMPLOYEE STOCK PURCHASE 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 28025
             (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

                                               Proposed Maximum
  Title of each Class of       Amount to be       Offering
Securities to be Registered     Registered    Price Per Share (1)
- ---------------------------    ------------   -------------------
Class B Nonvoting                2,500             $251
Common Stock                      shares
$50.00 par value

                                Proposed Maximum      Amount of
  Title of each Class of           Aggregate         Registration
Securities to be Registered    Offering Price (1)        Fee
- ---------------------------    ------------------   ------------  
Class B Nonvoting                   $627,500           $216.36  
Common Stock
$50.00 par value

     (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
employees, 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 28025. Telephone
requests may be directed to (704) 788-0244.

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, 1994, filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act");

          (b)  The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, filed pursuant to Section 13 of
the Exchange Act; and

          (c)  The description of the Registrant's Common Stock,
$50 par value, 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 Securities
Exchange Act of 1934, as amended (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
28025.  Telephone requests may be directed to (704) 788-0244.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Registrant's 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 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 bylaw 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 bylaw 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 or special legal counsel or the
shareholders as prescribed in Section 55-8-55.

     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
expenses 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
resolution of the Board of Directors.

     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.
  (PER EXHIBIT
   TABLES IN
   ITEM 601 OF
 REGULATION S-K)    DESCRIPTION OF EXHIBIT
- ----------------    ----------------------
     4.1            Articles of Incorporation of the Registrant,
                    incorporated by reference to Registrant's
                    Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1993, dated March 29,
                    1994.

     4.2            Bylaws of the Registrant, incorporated by
                    reference to Registrant's Annual Report on
                    10-K for the fiscal year ended December 31,
                    1993, dated March 29, 1994.

     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           1995 Employee Stock Purchase Plan.

     99.2           Provisions of North Carolina law relating to
                    indemnification.

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;

             (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 May 18, 1995.

                    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 Roy W. Long, 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  May 18, 1995
Michael R. Coltrane      Officer and Director
                         (Principal Executive Officer)

/S/L.D. COLTRANE III     Chairman of the Board       May 18, 1995
L.D. Coltrane III        and Director

/S/ROY W. LONG           Vice President, Treasurer   May 18, 1995
Roy W. Long              and Chief Financial
                         Officer (Principal Financial
                         and Principal Accounting
                         Officer)

/S JOHN R. BOGER, JR.    Director                    May 18, 1995
John R. Boger, Jr.

/S/PHIL W. WIDENHOUSE    Director                    May 18, 1995
Phil W. Widenhouse

/S/JERRY H. MCCLELLAN    Executive Vice              May 22, 1995
Jerry H. McClellan       President, General
                         Plant Manager, Secretary
                         and Director

/S/BETTY GAY BIVENS      Director                    May 19, 1995
Betty Gay Bivens

/S/BEN F. MYNATT         Director                    May 19, 1995
Ben F. Mynatt
EXHIBIT INDEX

EXHIBIT NO.
(PER EXHIBIT
TABLES IN
ITEM 601 OF                                            SEQUENTIAL
REGULATION S-K)     DESCRIPTION OF EXHIBIT             PAGE NO.
- --------------      ----------------------             ----------

4.1            Articles of Incorporation of the 
               Registrant, incorporated by reference 
               to Registrant's Annual Report on Form 
               10-K for the fiscal year ended 
               December 31, 1993, dated March 29, 
               1994.

4.2            Bylaws of the Registrant, incorporated 
               by reference to Registrant's Annual 
               Report on 10-K for the fiscal year 
               ended December 31, 1993, dated March 
               29, 1994. 

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           1995 Employee Stock Purchase Plan.

99.2           Provisions of North Carolina law 
               relating to indemnification.