Registration No. 333-              

              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, N.C. 28026-0227
             (Address of Principal Executive Offices)

     CT Communications, Inc. Omnibus Stock Compensation Plan
                     (Full title of the Plan)

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

                          (704) 722-2400
  (Telephone number, including area code, of agent for service)

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

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

Title of each        Amount to Be    Proposed      Proposed
Class of             Registered      Maximum       Maximum
Securities to                        Offering      Aggregate
be Registered                        Price Per     Offering
                                     Share (1)     Price (1)
Class B Nonvoting      100,000
 Common Stock           Shares       $130.00       $13,000,000
 


Amount of
Registration Fee     

$3,940.00

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


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

         The documents constituting the Prospectus of CT
Communications, Inc. (the "Registrant") with respect to this
Registration Statement in accordance with Rule 428 promulgated
pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), are kept on file at the offices of the
Registrant.  The Registrant will provide without charge to
participants in the Plan referenced herein, on the written or
oral request of any such person, a copy of any or all of the
documents constituting the Prospectus.  Written requests for such
copies should be directed to the Barry R. Rubens, Senior Vice
President, CT Communications, Inc., 68 Cabarrus Avenue, East,
Post Office Box 227, Concord, North Carolina 28026-0227.
Telephone requests may be directed to (704) 722-2404.

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") pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), 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, 1996, as amended on Form 10-K/A on
         June 26, 1997;

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

           (c) The Registrant's Quarterly Report on Form 10-Q for
         the quarter ended June 30, 1997, as amended on Form 10-Q/A
         on October 27, 1997; and

           (d) The description of the Registrant's Class B Nonvoting
         Common Stock contained in the Registrant's Definitive Proxy
         Statement filed with the Commission on September 21, 1993
         (updating and amending the description contained in
         previous filings by the Registrant).

         All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto, which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement or the Prospectus.

         The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies
should be directed to the Barry R. Rubens, Senior Vice President,
CT Communications, Inc., 68 Cabarrus Avenue, East, Post Office
Box 227, Concord, North Carolina 28026-0227.  Telephone requests
may be directed to (704) 722-2404.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

         The foregoing is only a general summary of certain aspects of
North Carolina law dealing with indemnification of directors and
officers and does not purport to be complete.  It is qualified in
its entirety by reference to the relevant statutes which contain
detailed specific provisions regarding the circumstances under
which and the person for whose benefit indemnification shall or
may be made and accordingly are set forth in Exhibit 99.2 hereto
and incorporated herein by reference.

Item 8.  Exhibits.

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

           
       Exhibit No. Description of Exhibit

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

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

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

         23.3      Consent of Arthur Andersen LLP, independent public
                   accountants.

         24.1      Power of Attorney (included in signature page).

         99.1      CT Communications, Inc. Omnibus Stock Compensation
                   Plan.

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


Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
         do not apply if the Registration Statement is on Form S-3 or
         Form S-8, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in
         periodic reports filed by the Registrant pursuant to Section
         13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in the Registration Statement.

           (2) That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment
         shall be deemed to be a new Registration Statement relating
         to the securities offered therein, and the offering of such
         securities at that time shall be deemed to be the initial
         bona fide offering thereof.

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

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

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


                             SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Concord,
North Carolina, on October 28, 1997.


                                   CT COMMUNICATIONS, INC.


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

                        POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Michael R.
Coltrane and Barry R. Rubens, and each of them acting
individually, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them acting
individually, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them acting
individually, or his substitutes, may lawfully do or cause to be
done by virtue hereof.

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

         Signature                 Title                       Date


  /S/ MICHAEL R. COLTRANE  President, Chief Executive     October 28, 1997 
      Michael R. Coltrane  Officer and Director
                           (Principal Executive Officer)

 /S/ L.D. COLTRANE III     Chairman of the Board          October 28, 1997
     L.D. Coltrane III     and Director

 /S/ BARRY R. RUBENS       Senior Vice President          October 28, 1997
     Barry R. Rubens       (Principal Financial
                           and Principal Accounting
                           Officer)

/S/ JOHN R. BOGER, JR.     Director                       October 28, 1997
    John R. Boger, Jr.

/S/ O. CHARLIE CHEWNING    Director                       October 28, 1997
    O. Charlie Chewning

/S/ SAMUEL E. LEFTWICH     Director                       October 28, 1997
    Samuel E. Leftwich       

/S/ JERRY H. MCCLELLAN     Director                       October 28, 1997
    Jerry H. McClellan

/S/ BEN F. MYNATT          Director                       October 28, 1997
    Ben F. Mynatt

/S/ PHIL W. WIDENHOUSE     Director                       October 28, 1997
    Phil W. Widenhouse


                           EXHIBIT INDEX






                                                         Sequential
Exhibit No.             Description of Exhibit           Page No.


   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.

  23.3          Consent of Arthur Andersen LLP, 
                independent public accountants.

  24.1          Power of Attorney (included in signature 
                page).

  99.1          CT Communications, Inc. Omnibus 
                Stock Compensation Plan.

  99.2          Provisions of North Carolina law 
                relating to indemnification (incorporated 
                herein by reference to Exhibit 99.2 of 
                the CT Communications, Inc. 
                Registration Statement on Form S-8 
                (Registration No. 33-59645) filed on 
                May 26, 1995).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20699}]
{"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": "333-38895", "film-number": "97702011"}, "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. 333-              

              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, N.C. 28026-0227
             (Address of Principal Executive Offices)

     CT Communications, Inc. Omnibus Stock Compensation Plan
                     (Full title of the Plan)

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

                          (704) 722-2400
  (Telephone number, including area code, of agent for service)

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

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

Title of each        Amount to Be    Proposed      Proposed
Class of             Registered      Maximum       Maximum
Securities to                        Offering      Aggregate
be Registered                        Price Per     Offering
                                     Share (1)     Price (1)
Class B Nonvoting      100,000
 Common Stock           Shares       $130.00       $13,000,000
 

Amount of
Registration Fee     

$3,940.00

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

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

         The documents constituting the Prospectus of CT
Communications, Inc. (the "Registrant") with respect to this
Registration Statement in accordance with Rule 428 promulgated
pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), are kept on file at the offices of the
Registrant.  The Registrant will provide without charge to
participants in the Plan referenced herein, on the written or
oral request of any such person, a copy of any or all of the
documents constituting the Prospectus.  Written requests for such
copies should be directed to the Barry R. Rubens, Senior Vice
President, CT Communications, Inc., 68 Cabarrus Avenue, East,
Post Office Box 227, Concord, North Carolina 28026-0227.
Telephone requests may be directed to (704) 722-2404.

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") pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), 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, 1996, as amended on Form 10-K/A on
         June 26, 1997;

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

           (c) The Registrant's Quarterly Report on Form 10-Q for
         the quarter ended June 30, 1997, as amended on Form 10-Q/A
         on October 27, 1997; and

           (d) The description of the Registrant's Class B Nonvoting
         Common Stock contained in the Registrant's Definitive Proxy
         Statement filed with the Commission on September 21, 1993
         (updating and amending the description contained in
         previous filings by the Registrant).

         All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto, which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement or the Prospectus.

         The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies
should be directed to the Barry R. Rubens, Senior Vice President,
CT Communications, Inc., 68 Cabarrus Avenue, East, Post Office
Box 227, Concord, North Carolina 28026-0227.  Telephone requests
may be directed to (704) 722-2404.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

         The foregoing is only a general summary of certain aspects of
North Carolina law dealing with indemnification of directors and
officers and does not purport to be complete.  It is qualified in
its entirety by reference to the relevant statutes which contain
detailed specific provisions regarding the circumstances under
which and the person for whose benefit indemnification shall or
may be made and accordingly are set forth in Exhibit 99.2 hereto
and incorporated herein by reference.

Item 8.  Exhibits.

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

           
       Exhibit No. Description of Exhibit

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

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

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

         23.3      Consent of Arthur Andersen LLP, independent public
                   accountants.

         24.1      Power of Attorney (included in signature page).

         99.1      CT Communications, Inc. Omnibus Stock Compensation
                   Plan.

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

Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
         do not apply if the Registration Statement is on Form S-3 or
         Form S-8, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in
         periodic reports filed by the Registrant pursuant to Section
         13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in the Registration Statement.

           (2) That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment
         shall be deemed to be a new Registration Statement relating
         to the securities offered therein, and the offering of such
         securities at that time shall be deemed to be the initial
         bona fide offering thereof.

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

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

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

                             SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Concord,
North Carolina, on October 28, 1997.

                                   CT COMMUNICATIONS, INC.

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

                        POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Michael R.
Coltrane and Barry R. Rubens, and each of them acting
individually, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them acting
individually, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them acting
individually, or his substitutes, may lawfully do or cause to be
done by virtue hereof.

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

         Signature                 Title                       Date

  /S/ MICHAEL R. COLTRANE  President, Chief Executive     October 28, 1997 
      Michael R. Coltrane  Officer and Director
                           (Principal Executive Officer)

 /S/ L.D. COLTRANE III     Chairman of the Board          October 28, 1997
     L.D. Coltrane III     and Director

 /S/ BARRY R. RUBENS       Senior Vice President          October 28, 1997
     Barry R. Rubens       (Principal Financial
                           and Principal Accounting
                           Officer)

/S/ JOHN R. BOGER, JR.     Director                       October 28, 1997
    John R. Boger, Jr.

/S/ O. CHARLIE CHEWNING    Director                       October 28, 1997
    O. Charlie Chewning

/S/ SAMUEL E. LEFTWICH     Director                       October 28, 1997
    Samuel E. Leftwich       

/S/ JERRY H. MCCLELLAN     Director                       October 28, 1997
    Jerry H. McClellan

/S/ BEN F. MYNATT          Director                       October 28, 1997
    Ben F. Mynatt

/S/ PHIL W. WIDENHOUSE     Director                       October 28, 1997
    Phil W. Widenhouse

                           EXHIBIT INDEX

                                                         Sequential
Exhibit No.             Description of Exhibit           Page No.

   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.

  23.3          Consent of Arthur Andersen LLP, 
                independent public accountants.

  24.1          Power of Attorney (included in signature 
                page).

  99.1          CT Communications, Inc. Omnibus 
                Stock Compensation Plan.

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