UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ----------------------------

                        Hector Communications Corporation
             (Exact name of registrant as specified in its charter)

         Minnesota                                             41-166660
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                              211 South Main Street
                             Hector, Minnesota 55342
              (Address of Principal Executive Offices and zip code)
                          ----------------------------

                HECTOR COMMUNICATIONS CORPORATION 1990 STOCK PLAN
                            (Full title of the Plan)
                          ----------------------------

Curtis A. Sampson                                   Copy to:
Chief Executive Officer                             Richard A. Primuth, Esq.
Hector Communications Corporation                   Lindquist & Vennum P.L.L.P.
211 South Main Street                               4200 IDS Center
Hector, Minnesota 55342                             80 South Eighth Street
(612) 848-6611                                      Minneapolis, MN 55402
(Name, address and telephone                        (612) 371-3211
number, including area code,
of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                                 Proposed         Proposed
Title of                                         Maximum          Maximum
Securities                   Amount              Offering         Aggregate         Amount of
to be                        to be               Price            Offering          Registration
Registered                   Registered          Per Share(1)     Price(1)          Fee

<S>                          <C>           <C>   <C>               <C>              <C>
Common Stock,                250,000 shares(2)   $ 9.25            $2,312,500       $683
$.01 par value,
to be issued pursuant
to Hector Communications
Corporation 1990 Stock Plan
</TABLE>

(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(c) and based upon the average of the closing price of
    the Company's Common Stock on the Nasdaq National Market System on
    February 4, 1998.
(2) 250,000 shares were registered on Form S-8 (File No. 33-39865) on
    April 8, 1991 and 250,000 shares are being registered herewith.


                                       1
<PAGE>

               INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

A  Registration  Statement  on Form S-8 (File No.  33-39865)  was filed with the
Securities and Exchange Commission on April 8, 1991 covering the registration of
250,000 shares initially  authorized for issuance under the Company's 1990 Stock
Plan  (the  "Plan").  A  filing  fee  of  $449.33  was  paid  at the  time  that
Registration  Statement was filed. Pursuant to General Instruction E of Form S-8
and Rule  429,  this  Registration  Statement  is being  filed  to  register  an
additional 250,000 shares authorized under the Plan. An amendment to the Plan to
increase the reserved and authorized  number of shares under the Plan by 250,000
was authorized by the Company's Board of Directors on February 25, 1997 and such
amendment  was approved by the  Company's  shareholders  on May 22,  1997.  This
Registration  Statement should also be considered a post-effective  amendment to
the  prior  Registration  Statement.  The  contents  of the  prior  Registration
Statement are incorporated herein by reference.

                                     PART I

Pursuant to the Note to Part I of Form S-8, the information  required by Items 1
and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

Item 3. Incorporation of Documents by Reference.

The following  documents  filed with the Securities and Exchange  Commission are
hereby incorporated by reference herein:

  (a) The Annual Report of the Company on Form 10-K for the fiscal year ended
      December 31, 1996.

  (b) The Definitive Proxy Statement dated April 15, 1997 for the 1997 Annual
      Meeting of Shareholders held on May 22, 1997.

  (c) The Quarterly Reports of the Company on Form 10-Q for the quarters ended
      March 31, 1997, June 30, 1997 and September 30, 1997.

  (d) The description of the Company's Common Stock as set forth in the
      Company's Registration Statement on Form 10 (File No. 0-18587).

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

                                       2
<PAGE>

Item 5. Interests of Named Experts and Counsel.

Richard A. Primuth, Secretary of the Company, is a partner in Lindquist & Vennum
P.L.L.P., which is the law firm passing on the validity of the securities issued
under the Plan.

Item 6. Indemnification of Directors and Officers.

The Company Bylaws provide that the Registrant  shall  indemnify any person made
or threatened to be made a party to any threatened,  pending or completed civil,
criminal,  administrative,  arbitration or investigative proceeding, including a
proceeding  by or in the right of the  corporation,  by reason of the  former or
present   official   capacity  of  the  person,   provided  the  person  seeking
indemnification  meets  five  criteria  set  forth in  Section  302A.521  of the
Minnesota Business Corporation Act.

The  Company's  Bylaws  also  authorize  the Board of  Directors,  to the extent
permitted by applicable  law, to indemnify any person or entity not described in
the Bylaws pursuant to, and to the extent described in, an agreement between the
Company and such person, or as otherwise determined by the Board of Directors in
its discretion.

Section  302A.521 of the  Minnesota  Business  Corporation  Act provides  that a
corporation  shall  indemnify the person  against  judgments,  penalties,  fines
including,  without  limitation,  excise taxes assessed against such person with
respect to an employee  benefit  plan,  settlements,  and  reasonable  expenses,
including  attorneys'  fees  and  disbursements,  incurred  by  such  person  in
connection with the proceeding if, with respect to the acts or omissions of such
person complained of in the proceeding, such person (i) has not been indemnified
by another  organization  or employee  benefit plan for the same  expenses  with
respect to the same acts or omissions;  (ii) acted in good faith; (iii) received
no improper  personal  benefit  and Section  302A.255  (regarding  conflicts  of
interest),  if applicable,  has been  satisfied;  (iv) in the case of a criminal
proceeding, has no reasonable cause to believe the conduct was unlawful; and (v)
in the case of acts or omissions by persons in their  official  capacity for the
corporation,  reasonably  believed that the conduct was in the best interests of
the  corporation,  or in the  case of acts or  omissions  by  persons  in  their
capacity for other  organization,  reasonably  believed that the conduct was not
opposed to the best interests of the corporation.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

Exhibit

  4.1    Hector Communications Corporation 1990 Stock Plan, as amended

  5.1    Opinion and Consent of Lindquist & Vennum P.L.L.P.

  23.1   Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

  23.2   Consent of Olsen Thielen & Co., Ltd., independent public accountants

  24.1   Power of Attorney (set forth on signature page hereof)

                                       3
<PAGE>

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

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

        (i)   To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933;

        (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,  represents 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 Securities Exchange Act of 1934 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  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.

(h) 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  connected 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.


                                       4
<PAGE>



                                   SIGNATURES

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 Hector, State of Minnesota, on February 6, 1998.

                                         HECTOR COMMUNICATIONS CORPORATION


                                         By /s/ Curtis A. Sampson
                                                Curtis A. Sampson, Chairman and
                                                Chief Executive Officer
                                                Principal Executive Officer)


                                POWER OF ATTORNEY

The  undersigned  officers and  directors of Hector  Communications  Corporation
hereby constitute and appoint Curtis A. Sampson and Paul N. Hanson, or either of
them,   with  power  to  act  one  without  the  other,   our  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for us and in our  stead,  in any  and  all  capacities  to  sign  any  and  all
amendments (including post-effective  amendments) to this Registration Statement
and all  documents  relating  thereto,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorney-in-fact and agent, full power
and  authority  to do and  perform  each and every act and  thing  necessary  or
advisable  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  attorney-in-fact  and agent, or his  substitutes,  may lawfully do or
cause to be done by virtue hereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been  signed  below  by the  following  persons  on
February 6, 1998 and in the capacities indicated.

      Signature                                      Title


      /s/ Curtis A. Sampson                 Chairman of the Board of Directors,
      Curtis A. Sampson                     Chief Executive Officer and Director


      /s/ Steven H. Sjogren                 President, Chief Operating Officer,
      Steven H. Sjogren                     and Director


      /s/ Paul N. Hanson                    Vice President, Treasurer
      Paul N. Hanson                        and Director

                                       5
<PAGE>


       /s/ Charles A. Braun                 Chief Financial Officer and
      Charles A. Braun                      Principal Accounting Officer


       /s/ Charles R. Dickman               Director
      Charles R. Dickman


       /s/ James O. Ericson                 Director
      James O. Ericson


      /s/ Paul A. Hoff                      Director
      Paul A. Hoff


      /s/ Wayne E. Sampson                  Director
      Wayne E. Sampson


      /s/ Edward E. Strickland              Director
      Edward E. Strickland



                                       6
<PAGE>
                                                                     Exhibit 4.1

                        HECTOR COMMUNICATIONS CORPORATION
                                 1990 STOCK PLAN


SECTION 1. General Purpose of Plan; Definitions.

The name of this plan is the Hector  Communications  Corporation 1990 Stock Plan
(the  "Plan").  The  purpose  of the  Plan is to  enable  Hector  Communications
Corporation   (the  "Company")  and  its  Subsidiaries  to  retain  and  attract
executives and other key employees and non-employee  directors who contribute to
the Company's  success by their ability,  ingenuity and industry,  and to enable
such  individuals  to  participate  in the  long-term  success and growth of the
Company by giving them a proprietary interest in the Company.

For  purposes  of the Plan,  the  following  terms shall be defined as set forth
below:

a. "Board" means the Board of Directors of the Company.

b. "Cause" means a felony conviction of a participant or the failure of a
   participant to contest prosecution for a felony, or a participant's willful
   misconduct or dishonesty, any of which is directly and materially harmful to
   the business or reputation of the Company.

c. "Code" means the Internal Revenue Code of 1986, as amended.

d. "Committee" means the Committee referred to in Section 2 of the Plan. If at
   any time no Committee shall be in office, then the functions of the Committee
   specified in the Plan shall be exercised by the Board.

e. "Company" means the Hector Communications Corporation, a corporation
   organized under the laws of the State of Minnesota (or any successor
   corporation).

f. "Deferred Stock" means an award made pursuant to Section 8 below of the right
   to receive Stock at the end of a specified deferral period.

g. "Disability" means permanent and total disability as determined by the 
   Committee.

h. "Disinterested Person" shall have the meaning set forth in Rule 16b-3(d)(3) 
   as promulgated by the Securities and Exchange Commission under the Securities
   Exchange Act of 1934, or any successor definition adopted by the Commission.

i. "Early Retirement" means retirement, with consent of the Committee at the
   time of retirement, from active employment with the Company and any 
   Subsidiary or Parent Corporation of the Company.

j. "Fair Market Value" means the value of the Stock on a given date as 
   determined by the Committee in accordance with the applicable Treasury 
   Department regulations under Section 422A of the Code with respect to 
   "incentive stock options."

k. "Incentive Stock Option" means any Stock Option intended to be and designated
   as an "Incentive Stock Option" within the meaning of Section 422A of the
   Code.

                                       7
<PAGE>

l. "Non-Employee Director" means any member of the Board who is not an employee
   of the Company, any Parent Corporation or Subsidiary.

m. "Non-Qualified Stock Option" means any Stock Option that is not an Incentive
   Stock Option, and is intended to be and is designated as a "Non-Qualified
   Stock Option."

n. "Normal Retirement" means retirement from active employment with the Company
   and any Subsidiary or Parent Corporation of the Company on or after age 60.

o. "Parent Corporation" means any corporation (other than the Company) in an
   unbroken chain of corporations ending with the Company if each of the
   corporations (other than the Company)owns stock possessing 50% or more of the
   total combined voting power of all classes of stock in one of the other
   corporations in the chain.

p. "Restricted Stock" means an award of shares of Stock that are subject to
   restrictions under Section 7 below.

q. "Retirement" means Normal Retirement or Early Retirement.

r. "Stock" means the Common stock, $.01 par value per share, of the Company.

s. "Stock Appreciation Right" means the right pursuant to an award granted under
   Section 6 below to surrender to the Company all or a portion of a Stock 
   Option in exchange for an amount equal to the difference between (i) the Fair
   Market Value, as of the date such Stock Option or such portion thereof is 
   surrendered, of the shares of Stock covered by such Stock Option or such 
   portion thereof, and (ii) the aggregate exercise price of such Stock Option
   or such portion thereof.

t. "Stock Option" means any option to purchase shares of Stock granted pursuant
   to Section 5 below.

u. "Subsidiary" means any corporation (other than the Company) in an unbroken
   chain of corporations beginning with the Company if each of the corporations
   (other than the last corporation in the unbroken chain) owns stock possessing
   50% or more of the total combined voting power of all classes of stock in one
   of the other corporations in the chain.

SECTION 2. Administration.

The Plan shall be  administered  by the Board of  Directors or by a Committee of
not less than three Disinterested  Persons,  who shall be appointed by the Board
of Directors of the company and who shall serve at the pleasure of the Board.

The Committee shall have the power and authority to grant to eligible employees,
pursuant to the terms of the Plan:  (i) Stock Options,  (ii) Stock  Appreciation
Rights, (iii) Restricted Stock, or (iv) Deferred Stock awards.

In particular, the Committee shall have the authority:

(i)   to select the officers and other key employees of the Company and its
      Subsidiaries to whom Stock Options, Stock Appreciation Rights, Restricted
      Stock and/or Deferred Stock awards may from time to time be granted
      hereunder;

                                       8
<PAGE>

(ii)  to determine whether and to what extent Incentive Stock Options, 
      Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock 
      or Deferred Stock awards, or a combination of the foregoing, are to be
      granted hereunder;

(iii) to determine the number of shares to be covered by each such award granted
      hereunder;

(iv)  to determine the terms and conditions, not inconsistent with the terms of
      the Plan, of any award granted hereunder (including, but not limited to,
      any restriction on any Stock Option or other award and/or the shares of
      Stock relating thereto); and

(v)   to determine whether, to what extent and under what circumstances Stoc
      and other amounts payable with respect to an award under this Plan shall
      be deferred either automatically or at the election of the participant.

The  Committee  shall  have the  authority  to  adopt,  alter  and  repeal  such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable;  to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements  relating thereto);
and to otherwise  supervise the  administration  of the Plan.  The Committee may
delegate  its  authority to officers of the Company for the purpose of selecting
employees who are not officers of the Company for purposes of (i) above.

All decisions made by the Committee pursuant to the provisions of the Plan shall
be  final  and  binding  on  all  persons,   including   the  company  and  Plan
participants.

SECTION 3. Stock Subject to Plan.

The total number of shares of Stock  reserved  and  available  for  distribution
under the Plan shall be 500,000.  Such shares may consist,  in whole or in part,
of authorized and unissued shares.

Subject to  paragraph  (b)(iv) of Section 6 below,  if any shares that have been
optioned  ceased to be  subject  to  Options,  or if any  shares  subject to any
Restricted Stock or Deferred Stock award granted hereunder are forfeited or such
award otherwise terminates without a payment being made to the participant, such
shares shall again be  available  for  distribution  in  connection  with future
awards under the Plan.

In the event of any  merger,  reorganization,  consolidation,  recapitalization,
stock  dividend,  other change in corporate  structure  affecting the Stock,  or
spin-off or other  distribution of assets to shareholders,  such substitution or
adjustment shall be made in the aggregate number of shares reserved for issuance
under the Plan, in the number and option price of shares  subject to outstanding
options  granted  under  the  Plan,  and in the  number  of  shares  subject  to
Restricted  Stock or  Deferred  Stock  awards  granted  under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion,  provided
that the number of shares  subject to any award shall always be a whole  number.
Such adjusted option price shall also be used to determine the amount payable by
the Company upon the exercise of any Stock  Appreciation  Right  associated with
any Option.

SECTION 4. Eligibility.

Officers,  other key employees of the Company and  Subsidiaries and Non-Employee
Directors who are responsible for or contribute to the management, growth and/or
profitability  of the business of the Company and its  Subsidiaries are eligible
to be granted Stock Options,  Stock  Appreciation  Rights,  Restricted  Stock or
Deferred Stock awards under the Plan.  Except for NonEmployee  Directors,  whose
participation  in the Plan shall be  limited as  provided  in  paragraph  (k) of
Section 5, the optionees and participants  under the Plan shall be selected from
time to  time  by the  Committee,  in its  sole  discretion,  from  among  those
eligible, and the Committee shall determine, in its sole discretion,  the number
of shares covered by each award.

                                       9
<PAGE>

SECTION 5. Stock Options.

Any Stock Option  granted  under the Plan shall be in such form as the Committee
may from time to time approve.

The Stock  options  granted  under the Plan may be of two types:  (i)  Incentive
Stock Options and (ii) Non-Qualified  Stock Options.  No Incentive Stock options
shall be granted under the Plan after July 19, 2000.

The  Committee  shall have the authority to grant any optionee  Incentive  Stock
Options,  Non-Qualified  Stock  Options,  or both types of options (in each case
with or without Stock Appreciation  Rights).  To the extent that any option does
not  qualify  as an  Incentive  Stock  Option,  it shall  constitute  a separate
Non-Qualified Stock Option.

Anything  in the  Plan to the  contrary  notwithstanding,  no term of this  Plan
relating to Incentive  Stock Options shall be  interpreted,  amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to  disqualify  either the Plan or any  Incentive  Stock Option under Section
422A of the Code. The preceding  sentence shall not preclude any modification or
amendment  to an  outstanding  Incentive  Stock  Option,  whether  or  not  such
modification  or  amendment  results in  disqualification  of such  Option as an
Incentive  Stock  Option,  provided  the  optionee  consents  in  writing to the
modification or amendment.

Options  granted  under the Plan  shall be subject  to the  following  terms and
conditions  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

(a) Option Price. The option price per share of Stock  purchasable under a Stock
Option shall be determined by the Committee at the time of grant and may, except
as provided in this  paragraph,  be less than the Fair Market Value of the Stock
on the date of the grant of the Option.  In no event shall the option  price per
share of Stock  purchasable under an Incentive Stock Option be less than 100% of
the Fair Market Value of the Stock on the date of the grant of the option. If an
employee owns or is deemed to own (by reason of the attribution rules applicable
under Section 425(d) of the Code) more than 10% of the combined  voting power of
all classes of stock of the Company or any Parent  Corporation or Subsidiary and
an Incentive Stock Option is granted to such employee, the option price shall be
no less than 110% of the Fair  Market  Value of the Stock on the date the option
is granted.

(b) Option Term.  The term of each Stock Option shall be fixed by the Committee,
but no Incentive Stock Option shall be exercisable more than ten years after the
date the option is granted.  If an employee  owns or is deemed to own (by reason
of the  attribution  rules of  Section  425(d) of the Code) more than 10% of the
combined  voting  power of all  classes  of stock of the  Company  or any Parent
Corporation  or  Subsidiary  and an  Incentive  Stock  Option is granted to such
employee, the term of such option shall be no more than five years from the date
of grant.

(c) Exercisability.  Stock Options shall be exercisable at such time or times as
determined by the Committee at or after grant. If the Committee provides, in its
discretion,  that any option is exercisable only in installments,  the Committee
may waive such installment exercise provisions at any time.  Notwithstanding the
foregoing,  unless the Stock  Option  Agreement  provides  otherwise,  any Stock
Option granted under this Plan shall be  exercisable in full,  without regard to
any installment exercise provisions,  for a period specified by the Company, but
not to exceed sixty (60) days,  prior to the  occurrence of any of the following
events:  (i) dissolution or liquidation of the Company other than in conjunction
with a  bankruptcy  of the Company or any similar  occurrence,  (ii) any merger,
consolidation,  acquisition, separation,  reorganization, or similar occurrence,
where the  Company  will not be the  surviving  entity or (iii) the  transfer of
substantially all of the assets of the Company or 75% or more of the outstanding
stock of the Company.

                                       10
<PAGE>

(d) Method of  Exercise.  Stock  Options may be exercised in whole or in part at
any time during the option  period by giving  written  notice of exercise to the
Company  specifying  the number of shares to be purchased.  Such notice shall be
accompanied  by payment in full of the  purchase  price,  either by certified or
bank check, or by any other form of legal consideration deemed sufficient by the
Committee and consistent with the Plan's purpose and applicable  law,  including
promissory  notes  or  a  properly   executed   exercise  notice  together  with
irrevocable  instructions  to a broker  acceptable  to the  Company to  promptly
deliver to the Company the amount of sale or loan  proceeds to pay the  exercise
price. As determined by the Committee,  in its sole discretion,  payment in full
or in part may also be made in the form of  unrestricted  Stock already owned by
the optionee or, in the case of the exercise of a  Non-Qualified  Stock  Option,
Restricted Stock or Deferred Stock subject to an award hereunder (based, in each
case, on the Fair Market Value of the Stock on the date the option is exercised,
as  determined by the  Committee),  provided,  however,  that, in the case of an
Incentive Stock option, the right to make a payment in the form of already owned
shares may be  authorized  only at the time the option is granted,  and provided
further  that in the event  payment is made in the form of shares of  Restricted
Stock or a Deferred  Stock  award,  the  optionee  will receive a portion of the
option shares in the form of, and in an amount equal to, the Restricted Stock or
Deferred  Stock award  tendered as payment by the  optionee.  If the terms of an
option  so  permit,  an  optionee  may  elect  to pay all or part of the  option
exercise  price by having  the  Company  withhold  from the shares of Stock that
would  otherwise be issued upon exercise that number of shares of Stock having a
Fair Market Value equal to the aggregate  option  exercise  price for the shares
with respect to which such  election is made. No shares of Stock shall be issued
until full payment  therefor has been made. An optionee shall generally have the
rights to  dividends  and other rights of a  shareholder  with respect to shares
subject to the option when the  optionee has given  written  notice of exercise,
has  paid  in  full  for  such  shares,   and,  if  requested,   has  given  the
representation described in paragraph (a) of Section 12.

(e) Non-transferability of Options. No Stock Option shall be transferable by the
optionee otherwise than by will or by the laws of descent and distribution,  and
all Stock Options shall be exercisable,  during the optionee's lifetime, only by
the optionee.

(f)  Termination  by Death.  If an optionee's  employment by the Company and any
Subsidiary or Parent Corporation terminates by reason of death, the Stock Option
may thereafter be immediately  exercised,  to the extent then exercisable (or an
such accelerated  basis as the Committee shall determine at or after grant),  by
the legal  representative  of the estate or by the legatee of the optionee under
the will of the optionee, for a period of three years (or such shorter period as
the  Committee  shall specify at grant) from the date of such death or until the
expiration of the stated term of the option, whichever period is shorter.

(g)  Termination  by Reason of  Disability.  If an optionee's  employment by the
Company  and any  Subsidiary  or  Parent  Corporation  terminates  by  reason of
Disability,  any Stock Option held by such optionee may thereafter be exercised,
to the extent it was  exercisable at the time of  termination  due to Disability
(or on such  accelerated  basis as the  Committee  shall  determine  at or after
grant),  but may not be exercised  after three years (or such shorter  period as
the  Committee  shall  specify at grant)  from the date of such  termination  of
employment or the expiration of the stated term of the option,  whichever period
is the  shorter.  In the  event  of  termination  of  employment  by  reason  of
Disability,  if an Incentive  Stock Option is exercised  after the expiration of
the exercise  periods  that apply for purposes of Section 422A of the Code,  the
option will thereafter be treated as a Non-Qualified Stock Option.

                                       11
<PAGE>

(h)  Termination  by Reason of  Retirement.  If an optionee's  employment by the
Company  and any  Subsidiary  or  Parent  Corporation  terminates  by  reason of
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
to the extent it was exercisable at the time of such Retirement,  but may not be
exercised  after three years (or such shorter period as Committee  shall specify
at grant) from the date of such  termination  of employment or the expiration of
the stated term of the option,  whichever period is the shorter. In the event of
termination of employment by reason of Retirement,  if an Incentive Stock Option
is  exercised  after the  expiration  of the  exercise  periods  that  apply for
purposes of Section 422A of the Code, the option will thereafter be treated as a
Non-Qualified Stock Option.

(i) Other  Termination.  Unless  otherwise  determined by the  Committee,  if an
optionee's  employment by the Company and any  Subsidiary or Parent  Corporation
terminates for any reason other than death, Disability or Retirement,  the Stock
Option shall thereupon terminate, except that the option may be exercised to the
extent it was exercisable at such  termination for the lesser of three months or
the balance of the  option's  term if the optionee is  involuntarily  terminated
without Cause by the Company and any Subsidiary or Parent Corporation.

(j) Annual Limit on Incentive  Stock  Options.  The aggregate  Fair Market Value
(determined  as of the time the  Option is  granted)  of the  Common  Stock with
respect to which an Incentive  Stock Option under this Plan or any other plan of
the Company and any  Subsidiary or Parent  Corporation  is  exercisable  for the
first time by an optionee during any calendar year shall not exceed $100,000.

(k)  Non-Employee  Directors.  Each  Non-Employee  Director  who (a) is elected,
reelected  or serving an  unexpired  term as a  director  of the  Company at (i)
August 1,  1990,  or (ii) any  annual  meeting  of  holders  of the Stock of the
Company  after  August 1, 1990 or (b) is elected as a Director of the Company at
any special meeting of holders of Stock of the Company,  shall as of the date of
such election, reelection, or annual or special meeting automatically be granted
an Option to purchase 1000 shares of Stock at an option price per share equal to
100% of the Fair Market  Value of a share of Stock on such date.  In the case of
an annual meeting, the action of the holders of Stock of the Company in electing
a Non-Employee  Director who qualifies for an Option according to this paragraph
(k) shall  constitute  the  granting  of the  option to such  director  (if such
Director  qualifies  for an Option  under this  paragraph  (k)) and to any other
qualifying Non-Employee Director who shall be designated as serving an unexpired
term as a  director  of the  Company in the  notice or proxy  materials  for the
meeting;  and the date when the holders shall take such action shall be the date
of grant of the Option.  All such Options shall be  designated as  Non-Qualified
Options  and shall be subject to the same  terms and  provisions  as are then in
effect with  respect to granting of  Non-Qualified  Options to officers  and key
employees of the Company,  except that (i) the term of each such Option shall be
equal to ten (10)  years,  which term shall not expire upon the  termination  of
service as a director, (ii) the Option shall become exercisable as to all or any
part of the shares subject to the Option beginning six (6) months after the date
the Option is granted,  and (iii) no Stock Appreciation Rights may be granted to
any Non-Employee  Director under this paragraph (k) or in any other manner under
this  Plan.  Subject  to  the  foregoing,   all  provisions  of  this  Plan  not
inconsistent  with the foregoing  shall apply to options granted to Non-Employee
Directors.

SECTION 6. Stock Appreciation Rights.

(a) Grant and Exercise. Except as set forth in paragraph (k) of Section 5, Stock
Appreciation  Rights may be granted in conjunction with all or part of any Stock
Option granted under the Plan. In the case of a Non-Qualified Stock Option, such
rights may be granted  either at or after the time of the grant of such  Option.
In the case of an Incentive Stock option, such rights may be granted only at the
time of the grant of the option.

                                       12
<PAGE>

A Stock Appreciation Right or applicable portion thereof granted with respect to
a given Stock  Option  shall  terminate  and no longer be  exercisable  upon the
termination  or  exercise  of the  related  Stock  Option,  except  that a Stock
Appreciation  Right  granted with respect to less than the full number of shares
covered by a related  stock  option  shall not be reduced  until the exercise or
termination of the related Stock Option exceeds the number of shares not covered
by the Stock Appreciation Right.

A Stock Appreciation  Right may be exercised by an optionee,  in accordance with
paragraph (b) of this Section 6, by surrendering  the applicable  portion of the
related Stock Option.  Upon such exercise and  surrender,  the optionee shall be
entitled to receive an amount  determined in the manner  prescribed in paragraph
(b) of this Section 6. Stock Options which have been so surrendered, in whole or
in part,  shall no  longer  be  exercisable  to the  extent  the  related  Stock
Appreciation Rights have been exercised.

(b) Terms and  Conditions.  Stock  Appreciation  Rights shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as shall
be determined from time to time by the Committee, including the following:

    (i) Stock Appreciation Rights shall be exercisable only at
  such time or times and to the extent that the Stock Options to which
  they relate shall be exercisable in accordance with the provisions of
  Section 5 and this Section 6 of the Plan.

    (ii) Upon the exercise of a Stock Appreciation Right, an
  optionee shall be entitled to receive up to, but not more than, an
  amount in cash or shares of stock equal in value to the excess of the
  Fair Market Value of one share of Stock over the option price per share
  specified in the related option multiplied by the number of shares in
  respect of which the Stock Appreciation Right shall have been
  exercised, with the Committee having the right to determine the form of
  payment.

    (iii) Stock Appreciation Rights shall be transferable only
  when and to the extent that the underlying Stock Option would be
  transferable under Section 5 of the Plan.

    (iv) Upon the exercise of a Stock Appreciation Right, the
  stock option or part thereof to which such Stock Appreciation Right is
  related shall be deemed to have been exercised for the purpose of the
  limitation set forth in Section 3 of the Plan on the number of shares
  of Stock to be issued under the Plan, but only to the extent of the
  number of shares issued or issuable under the Stock Appreciation Right
  at the time of exercise based on the value of the Stock Appreciation
  Right at such time.

    (v) A Stock Appreciation Right granted in connection with an
  Incentive Stock Option may be exercised only if and when the market
  price of the Stock subject to the Incentive Stock Option exceeds the
  exercise price of such Option.

SECTION 7. Restricted Stock.

(a) Administration.  Shares of Restricted Stock may be issued either alone or in
addition to other awards granted under the Plan. The Committee  shall  determine
the officers and key employees of the Company and  Subsidiaries to whom, and the
time or times at which,  grants of Restricted  Stock will be made, the number of
shares to be awarded,  the time or times within which such awards may be subject
to forfeiture,  and all other  conditions of the awards.  The Committee may also
condition  the  grant of  Restricted  Stock  upon the  attainment  of  specified
performance  goals.  The  provisions of Restricted  Stock awards need not be the
same with respect to each recipient.

                                       13
<PAGE>

(b) Awards and Certificates.  The prospective recipient of an award of shares of
Restricted  Stock shall not have any rights with  respect to such award,  unless
and until such recipient has executed an agreement  evidencing the award and has
delivered  a fully  executed  copy  thereof to the  Company,  and has  otherwise
complied with the then applicable terms and conditions.

    (i) Each participant shall be issued a stock certificate in
  respect of shares of Restricted Stock awarded under the Plan. Such
  certificate shall be registered in the name of the participant, and
  shall bear an appropriate legend referring to the terms, conditions,
  and restrictions applicable to such award, substantially in the
  following form:

        "The transferability of this certificate and the shares of
        stock represented hereby are subject to the terms and
        conditions (including forfeiture) of the Hector Communications
        Corporation 1990 Stock Plan and an Agreement entered into
        between the registered owner and Hector Communications
        Corporation. Copies of such Plan and Agreement are on file in
        the offices of Hector Communications Corporation, 211 South
        Main, Hector, Minnesota 55342."

    (ii) The Committee shall require that the stock certificates
  evidencing such shares be held in custody by the Company until the
  restrictions thereon shall have lapsed, and that, as a condition of any
  Restricted Stock award, the participant shall have delivered a stock
  power, endorsed in blank, relating to the Stock covered by such award.

(c) Restrictions and Conditions. The shares of Restricted Stock awarded pursuant
to the Plan shall be subject to the following restrictions and conditions:

    (i) Subject to the provisions of this Plan and the award
  agreement, during a period set by the Committee commencing with the
  date of such award (the "Restriction Period"), the participant shall
  not be permitted to sell, transfer, pledge or assign shares of
  Restricted stock awarded under the Plan. Within these limits, the
  Committee may provide for the lapse of such restrictions in
  installments where deemed appropriate.

    (ii) Except as provided in paragraph (c)(i) of this Section 7,
  the participant shall have, with respect to the shares of Restricted
  Stock, all of the rights of a shareholder of the Company, including the
  right to vote the shares and the right to receive any cash dividends.
  The Committee, in its sole discretion, may permit or require the
  payment of cash dividends to be deferred and, if the Committee so
  determines, reinvested in additional shares of Restricted Stock (to the
  extent shares are available under Section 3 and subject to paragraph
  (f) of Section 12). Certificates for shares of unrestricted Stock shall
  be delivered to the grantee promptly after, and only after, the period
  of forfeiture shall have expired without forfeiture in respect of such
  shares of Restricted Stock.

    (iii) Subject to the provisions of the award agreement and
  paragraph (c)(iv) of this Section 7, upon termination of employment for
  any reason during the Restriction Period, all shares still subject to
  restriction shall be forfeited by the participant.

                                       14
<PAGE>

    (iv) In the event of special hardship circumstances of a
  participant whose employment is terminated (other than for Cause),
  including death, Disability or Retirement, or in the event of an
  unforeseeable emergency of a participant still in service, the
  Committee may, in its sole discretion, when it finds that a waiver
  would be in the best interest of the Company, waive in whole or in part
  any or all remaining restrictions with respect to such participant's
  shares of Restricted Stock.

    (v) Notwithstanding the foregoing, all restrictions with
  respect to any participant's shares of Restricted Stock shall lapse, on
  the date determined by the Committee, prior to, but in no event more
  than sixty (60) days prior to, the occurrence of any of the following
  events: (i) dissolution or liquidation of the Company, other than in
  conjunction with a bankruptcy of the Company or any similar occurrence,
  (if) any merger, consolidation, acquisition, separation,
  reorganization, or similar occurrence, where the Company will not be
  the surviving entity or (iii) the transfer of substantially all of the
  assets of the Company or 75% or more of the outstanding Stock of the
  Company.

SECTION 8. Deferred Stock Awards.

(a) Administration. Deferred Stock may be awarded either alone or in addition to
other awards granted under the Plan. The Committee  shall determine the officers
and key employees of the Company and  Subsidiaries to whom and the time or times
at which Deferred Stock shall be awarded, the number of Shares of Deferred Stock
to be awarded to any participant or group of  participants,  the duration of the
period (the "Deferral  Period")  during which,  and the conditions  under which,
receipt of the Stock will be deferred, and the terms and conditions of the award
in addition to those contained in paragraph (b) of this Section 8. The Committee
may also  condition the grant of Deferred Stock upon the attainment of specified
performance  goals. The provisions of Deferred Stock awards need not be the same
with respect to each recipient.

(b) Terms and Conditions.

    (i) Subject to the provisions of this Plan and the award
  agreement, Deferred Stock awards may not be sold, assigned,
  transferred, pledged or otherwise encumbered during the Deferral
  Period. At the expiration of the Deferral Period (or Elective Deferral
  Period, where applicable), share certificates shall be delivered to the
  participant, or his legal representative, in a number equal to the
  shares covered by the Deferred Stock award.

    (ii) Amounts equal to any dividends declared during the
  Deferral Period with respect to the number of shares covered by a
  Deferred Stock award will be paid to the participant currently or
  deferred and deemed to be reinvested in additional Deferred Stock or
  otherwise reinvested, all as determined at the time of the award by the
  Committee, in its sole discretion.

    (iii) Subject to the provisions of the award agreement and
  paragraph (b)(iv) of this Section 8, upon termination of employment for
  any reason during the Deferral Period for a given award, the Deferred
  Stock in question shall be forfeited by the participant.

    (iv) In the event of special hardship circumstances of a
  participant whose employment is terminated (other than for Cause)
  including death, Disability or Retirement, or in the event of an
  unforeseeable emergency of a participant still in service, the
  Committee may, in its sole discretion, when it finds that a waiver
  would be in the best interest of the Company, waive in whole or in part
  any or all of the remaining deferral limitations imposed hereunder with
  respect to any or all of the participant's Deferred Stock.

                                       15
<PAGE>

    (v) A participant may elect to further defer receipt of the
  award for a specified period or until a specified event (the "Elective
  Deferral Period"), subject in each case to the Committee's approval and
  to such terms as are determined by the Committee, all in its sole
  discretion. Subject to any exceptions adopted by the Committee, such
  election must generally be made prior to completion of one half of the
  Deferral Period for a Deferred Stock award (or for an installment of
  such an award).

    (vi) Each award shall be confirmed by, and subject to the
  terms of, a Deferred Stock agreement executed by the Company and the
  participant.

SECTION 9. Transfer, Leave of Absence, etc.

For purposes of the Plan, the following events shall not be deemed a termination
of employment:

(a) a  transfer  of an  employee  from the  Company to a Parent  Corporation  or
Subsidiary,  or from a Parent Corporation or Subsidiary to the Company,  or from
one Subsidiary to another;

(b) a leave of  absence,  approved  in writing by the  Committee,  for  military
service or  sickness,  or for any other  purpose  approved by the Company if the
period of such leave does not exceed  ninety (90) days (or such longer period as
the Committee may approve, in its sole discretion); and

(c) a leave of absence in excess of ninety (90) days, approved in writing by the
Committee, but only if the employee's right to reemployment is guaranteed either
by a statute or by  contract,  and  provided  that,  in the case of any leave of
absence,  the  employee  returns  to work  within 30 days  after the end of such
leave.

SECTION 10. Amendments and Termination.

The  Board  may  amend,  alter,  or  discontinue  the  Plan,  but no  amendment,
alteration,  or discontinuation  shall be made (i) which would impair the rights
of an optionee or participant under a Stock Option,  Stock  Appreciation  Right,
Restricted Stock, Deferred Stock or other Stock-based award theretofore granted,
without the  optionee's  or  participant's  consent,  or (ii) which  without the
approval of the  stockholders  of the Company  would cause the Plan to no longer
comply with Rule 16b-3 under the Securities  Exchange Act of 1934,  Section 422A
of the Code or any other regulatory requirements.

The  Committee may amend the terms of any award or option  theretofore  granted,
prospectively  or  retroactively,  but,  subject  to  Section  3 above,  no such
amendment  shall  impair the  rights of any  holder  without  his  consent.  The
Committee may also substitute new Stock Options for previously  granted options,
including previously granted options having higher option prices.

SECTION 11. Unfunded Status of Plan.

The Plan is intended to constitute an "unfunded" plan for incentive and deferred
compensation.  With  respect to any payments  not yet made to a  participant  or
optionee  by  the  Company,   nothing  contained  herein  shall  give  any  such
participant  or optionee  any rights  that are  greater  than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to  deliver  Stock or  payments  in lieu of or with  respect  to awards
hereunder,  provided,  however,  that  the  existence  of such  trusts  or other
arrangements is consistent with the unfunded status of the Plan.

                                       16
<PAGE>

SECTION 12. General Provisions.

(a) The Committee may require each person  purchasing shares pursuant to a Stock
Option under the Plan to represent to and agree with the Company in writing that
the optionee is acquiring the shares without a view to distribution thereof. The
certificates  for such shares may include any legend which the  Committee  deems
appropriate to reflect any restrictions on transfer.

All  certificates  for shares of Stock  delivered under the Plan pursuant to any
Restricted Stock, Deferred Stock or other Stock-based awards shall be subject to
such  stock-transfer  orders and other  restrictions  as the  Committee may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Stock is then listed,
and any applicable Federal or state securities laws, and the Committee may cause
a legend  or  legends  to be put on any such  certificates  to make  appropriate
reference to such restrictions.

(b) Subject to paragraph (d) below,  recipients of  Restricted  Stock,  Deferred
Stock and other Stock-based awards under the Plan (other than Stock Options) are
not  required  to make any  payment  or  provide  consideration  other  than the
rendering of services.

(c) Nothing  contained in this Plan shall  prevent the Board of  Directors  from
adopting other or additional compensation  arrangements,  subject to stockholder
approval  if such  approval is  required;  and such  arrangements  may be either
generally  applicable or applicable only in specific cases.  The adoption of the
Plan shall not confer upon any  employee of the  Company or any  Subsidiary  any
right to continued employment with the Company or a Subsidiary,  as the case may
be,  nor  shall  it  interfere  in any way with the  right of the  Company  or a
subsidiary to terminate the employment of any of its employees at any time.

(d) Each  participant  shall, no later than the date as of which any part of the
value of an award first becomes  includible as  compensation in the gross income
of the participant for Federal income tax purposes,  pay to the Company, or make
arrangements  satisfactory to the Committee  regarding  payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect to
the award. The obligations of the Company under the Plan shall be conditional on
such payment or  arrangements  and the Company and  Subsidiaries  shall,  to the
extent  permitted  by law,  have the right to  deduct  any such  taxes  from any
payment of any kind otherwise due to the participant.  With respect to any award
under the Plan, if the terms of such award so permit, a participant may elect by
written  notice to the  Company to satisfy  part or all of the  withholding  tax
requirements  associated with the award by (i) authorizing the Company to retain
from the number of shares of Stock that would  otherwise be  deliverable  to the
participant,  or (ii)  delivering  to the Company  from shares of Stock  already
owned by the participant,  that number of shares having an aggregate Fair Market
Value  equal to part or all of the tax  payable  by the  participant  under this
Section 12(d).  Any such election  shall be in accordance  with, and subject to,
applicable tax and securities laws, regulations and rulings.

(e) At the time of grant, the Committee may provide in connection with any grant
made under this Plan that the shares of Stock received as a result of such grant
shall be subject to a  repurchase  right in favor of the  Company,  pursuant  to
which the participant shall be required to offer to the Company upon termination
of employment for any reason any shares that the participant  acquired under the
Plan,  with the price being the then Fair  Market  Value of the Stock or, in the
case of a termination for Cause, an amount equal to the cash  consideration paid
for the Stock,  subject to such other terms and  conditions as the Committee may
specify at the time of grant.  The Committee may, at the time of the grant of an
award  under the Plan,  provide  the Company  with the right to  repurchase,  or
require the forfeiture of, shares of Stock acquired  pursuant to the Plan by any
participant  who, at any time within two years after  termination  of employment
with the Company,  directly or  indirectly  competes  with,  or is employed by a
competitor of, the Company.

                                       17
<PAGE>

(f) The reinvestment of dividends in additional Restricted Stock (or in Deferred
Stock or other types of Plan awards) at the time of any dividend  payment  shall
only be permissible if the Committee (or the Company's chief financial  officer)
certifies in writing that under  Section 3 sufficient  shares are  available for
such reinvestment  (taking into account then outstanding Stock Options and other
Plan awards).

SECTION 13. Effective Date of Plan.

The Plan shall be  effective on the date it is approved by a vote of the holders
of a majority  of the Stock  present  and  entitled  to vote at a meeting of the
Company's shareholders.


                                       18
<PAGE>
                                                                     Exhibit 5.1
 
February 6, 1998


Hector Communications Corporation
211 South Main Street
Hector, Minnesota  55342

    Re:     Opinion of Counsel as to Legality of 250,000 Shares of Common Stock
            to be registered under the Securities Act of 1933

Ladies and Gentlemen:

    This opinion is  furnished in  connection  with the  registration  under the
Securities Act of 1933 on Form S-8 of 250,000  shares of Common Stock,  $.01 par
value, of Hector Communications Corporation (the "Company") offered to employees
of the Company pursuant to the Hector Communications Corporation 1990 Stock Plan
(the "Plan").

    As general  counsel for the  Company,  we advise you that it is our opinion,
based  on  our  familiarity  with  the  affairs  of the  Company  and  upon  our
examination of pertinent  documents,  that the 250,000 shares of Common Stock to
be offered to employees by the Company under the Plan,  will,  when paid for and
issued, be validly issued and lawfully outstanding, fully paid and nonassessable
shares of Common Stock of the Company.

    The  undersigned  hereby  consent  to the  filing of this  opinion  with the
Securities and Exchange  Commission as an Exhibit to the Registration  Statement
with respect to said shares of Common Stock under the Securities Act of 1933.

                                                Very truly yours,

                                                LINDQUIST & VENNUM P.L.L.P.

                                               /s/ Lindquist & Vennum P.L.L.P.



                                       19
<PAGE>
                                                                    Exhibit 23.2



                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Hector  Communications  Corporation  on Form S-8  relating  to the  increase  in
authorized  shares of common stock under the Hector  Communications  Corporation
1990 Stock Plan of our report  dated  February  20,  1997 on the 1996  financial
statements, appearing in the Annual Report on Form 10-K of Hector Communications
Corporation  for the year ended  December  31, 1996 and to the  reference  to us
under  the  heading  "Experts"  in  the  Prospectus,   which  is  part  of  this
Registration Statement.

Olsen Thielen & Co., Ltd.
February 9, 1998
St. Paul, Minnesota


                                       20
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "HECTOR COMMUNICATIONS CORPORATION 1990 STOCK PLAN", "secsgml_size_bytes": 60323}]
{"company-data": {"conformed-name": "HECTOR COMMUNICATIONS CORP", "cik": "0000863437", "assigned-sic": "4813", "irs-number": "411666660", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45971", "film-number": "98529592"}, "business-address": {"street1": "211 S MAIN ST", "street2": "P O BOX 428", "city": "HECTOR", "state": "MN", "zip": "55342", "phone": "6128486611"}, "mail-address": {"street1": "P O BOX 428", "street2": "211 S MAIN ST", "city": "HECTOR", "state": "MN", "zip": "55342"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ----------------------------

                        Hector Communications Corporation
             (Exact name of registrant as specified in its charter)

         Minnesota                                             41-166660
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                              211 South Main Street
                             Hector, Minnesota 55342
              (Address of Principal Executive Offices and zip code)
                          ----------------------------

                HECTOR COMMUNICATIONS CORPORATION 1990 STOCK PLAN
                            (Full title of the Plan)
                          ----------------------------

Curtis A. Sampson                                   Copy to:
Chief Executive Officer                             Richard A. Primuth, Esq.
Hector Communications Corporation                   Lindquist & Vennum P.L.L.P.
211 South Main Street                               4200 IDS Center
Hector, Minnesota 55342                             80 South Eighth Street
(612) 848-6611                                      Minneapolis, MN 55402
(Name, address and telephone                        (612) 371-3211
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE

                                                 Proposed         Proposed
Title of                                         Maximum          Maximum
Securities                   Amount              Offering         Aggregate         Amount of
to be                        to be               Price            Offering          Registration
Registered                   Registered          Per Share(1)     Price(1)          Fee
Common Stock,                250,000 shares(2)   $ 9.25            $2,312,500       $683
$.01 par value,
to be issued pursuant
to Hector Communications
Corporation 1990 Stock Plan
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(c) and based upon the average of the closing price of
    the Company's Common Stock on the Nasdaq National Market System on
    February 4, 1998.
(2) 250,000 shares were registered on Form S-8 (File No. 33-39865) on
    April 8, 1991 and 250,000 shares are being registered herewith.

                                       1
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

A  Registration  Statement  on Form S-8 (File No.  33-39865)  was filed with the
Securities and Exchange Commission on April 8, 1991 covering the registration of
250,000 shares initially  authorized for issuance under the Company's 1990 Stock
Plan  (the  "Plan").  A  filing  fee  of  $449.33  was  paid  at the  time  that
Registration  Statement was filed. Pursuant to General Instruction E of Form S-8
and Rule  429,  this  Registration  Statement  is being  filed  to  register  an
additional 250,000 shares authorized under the Plan. An amendment to the Plan to
increase the reserved and authorized  number of shares under the Plan by 250,000
was authorized by the Company's Board of Directors on February 25, 1997 and such
amendment  was approved by the  Company's  shareholders  on May 22,  1997.  This
Registration  Statement should also be considered a post-effective  amendment to
the  prior  Registration  Statement.  The  contents  of the  prior  Registration
Statement are incorporated herein by reference.

                                     PART I

Pursuant to the Note to Part I of Form S-8, the information  required by Items 1
and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

Item 3. Incorporation of Documents by Reference.

The following  documents  filed with the Securities and Exchange  Commission are
hereby incorporated by reference herein:

  (a) The Annual Report of the Company on Form 10-K for the fiscal year ended
      December 31, 1996.

  (b) The Definitive Proxy Statement dated April 15, 1997 for the 1997 Annual
      Meeting of Shareholders held on May 22, 1997.

  (c) The Quarterly Reports of the Company on Form 10-Q for the quarters ended
      March 31, 1997, June 30, 1997 and September 30, 1997.

  (d) The description of the Company's Common Stock as set forth in the
      Company's Registration Statement on Form 10 (File No. 0-18587).

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

                                       2
Item 5. Interests of Named Experts and Counsel.

Richard A. Primuth, Secretary of the Company, is a partner in Lindquist & Vennum
P.L.L.P., which is the law firm passing on the validity of the securities issued
under the Plan.

Item 6. Indemnification of Directors and Officers.

The Company Bylaws provide that the Registrant  shall  indemnify any person made
or threatened to be made a party to any threatened,  pending or completed civil,
criminal,  administrative,  arbitration or investigative proceeding, including a
proceeding  by or in the right of the  corporation,  by reason of the  former or
present   official   capacity  of  the  person,   provided  the  person  seeking
indemnification  meets  five  criteria  set  forth in  Section  302A.521  of the
Minnesota Business Corporation Act.

The  Company's  Bylaws  also  authorize  the Board of  Directors,  to the extent
permitted by applicable  law, to indemnify any person or entity not described in
the Bylaws pursuant to, and to the extent described in, an agreement between the
Company and such person, or as otherwise determined by the Board of Directors in
its discretion.

Section  302A.521 of the  Minnesota  Business  Corporation  Act provides  that a
corporation  shall  indemnify the person  against  judgments,  penalties,  fines
including,  without  limitation,  excise taxes assessed against such person with
respect to an employee  benefit  plan,  settlements,  and  reasonable  expenses,
including  attorneys'  fees  and  disbursements,  incurred  by  such  person  in
connection with the proceeding if, with respect to the acts or omissions of such
person complained of in the proceeding, such person (i) has not been indemnified
by another  organization  or employee  benefit plan for the same  expenses  with
respect to the same acts or omissions;  (ii) acted in good faith; (iii) received
no improper  personal  benefit  and Section  302A.255  (regarding  conflicts  of
interest),  if applicable,  has been  satisfied;  (iv) in the case of a criminal
proceeding, has no reasonable cause to believe the conduct was unlawful; and (v)
in the case of acts or omissions by persons in their  official  capacity for the
corporation,  reasonably  believed that the conduct was in the best interests of
the  corporation,  or in the  case of acts or  omissions  by  persons  in  their
capacity for other  organization,  reasonably  believed that the conduct was not
opposed to the best interests of the corporation.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

Exhibit

  4.1    Hector Communications Corporation 1990 Stock Plan, as amended

  5.1    Opinion and Consent of Lindquist & Vennum P.L.L.P.

  23.1   Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

  23.2   Consent of Olsen Thielen & Co., Ltd., independent public accountants

  24.1   Power of Attorney (set forth on signature page hereof)

                                       3
Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

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

        (i)   To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933;

        (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,  represents 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 Securities Exchange Act of 1934 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  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.

(h) 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  connected 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.

                                       4
SIGNATURES

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 Hector, State of Minnesota, on February 6, 1998.

                                         HECTOR COMMUNICATIONS CORPORATION

                                         By /s/ Curtis A. Sampson
                                                Curtis A. Sampson, Chairman and
                                                Chief Executive Officer
                                                Principal Executive Officer)

                                POWER OF ATTORNEY

The  undersigned  officers and  directors of Hector  Communications  Corporation
hereby constitute and appoint Curtis A. Sampson and Paul N. Hanson, or either of
them,   with  power  to  act  one  without  the  other,   our  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for us and in our  stead,  in any  and  all  capacities  to  sign  any  and  all
amendments (including post-effective  amendments) to this Registration Statement
and all  documents  relating  thereto,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorney-in-fact and agent, full power
and  authority  to do and  perform  each and every act and  thing  necessary  or
advisable  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  attorney-in-fact  and agent, or his  substitutes,  may lawfully do or
cause to be done by virtue hereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been  signed  below  by the  following  persons  on
February 6, 1998 and in the capacities indicated.

      Signature                                      Title

      /s/ Curtis A. Sampson                 Chairman of the Board of Directors,
      Curtis A. Sampson                     Chief Executive Officer and Director

      /s/ Steven H. Sjogren                 President, Chief Operating Officer,
      Steven H. Sjogren                     and Director

      /s/ Paul N. Hanson                    Vice President, Treasurer
      Paul N. Hanson                        and Director

                                       5
/s/ Charles A. Braun                 Chief Financial Officer and
      Charles A. Braun                      Principal Accounting Officer

       /s/ Charles R. Dickman               Director
      Charles R. Dickman

       /s/ James O. Ericson                 Director
      James O. Ericson

      /s/ Paul A. Hoff                      Director
      Paul A. Hoff

      /s/ Wayne E. Sampson                  Director
      Wayne E. Sampson

      /s/ Edward E. Strickland              Director
      Edward E. Strickland

                                       6
Exhibit 4.1

                        HECTOR COMMUNICATIONS CORPORATION
                                 1990 STOCK PLAN

SECTION 1. General Purpose of Plan; Definitions.

The name of this plan is the Hector  Communications  Corporation 1990 Stock Plan
(the  "Plan").  The  purpose  of the  Plan is to  enable  Hector  Communications
Corporation   (the  "Company")  and  its  Subsidiaries  to  retain  and  attract
executives and other key employees and non-employee  directors who contribute to
the Company's  success by their ability,  ingenuity and industry,  and to enable
such  individuals  to  participate  in the  long-term  success and growth of the
Company by giving them a proprietary interest in the Company.

For  purposes  of the Plan,  the  following  terms shall be defined as set forth
below:

a. "Board" means the Board of Directors of the Company.

b. "Cause" means a felony conviction of a participant or the failure of a
   participant to contest prosecution for a felony, or a participant's willful
   misconduct or dishonesty, any of which is directly and materially harmful to
   the business or reputation of the Company.

c. "Code" means the Internal Revenue Code of 1986, as amended.

d. "Committee" means the Committee referred to in Section 2 of the Plan. If at
   any time no Committee shall be in office, then the functions of the Committee
   specified in the Plan shall be exercised by the Board.

e. "Company" means the Hector Communications Corporation, a corporation
   organized under the laws of the State of Minnesota (or any successor
   corporation).

f. "Deferred Stock" means an award made pursuant to Section 8 below of the right
   to receive Stock at the end of a specified deferral period.

g. "Disability" means permanent and total disability as determined by the 
   Committee.

h. "Disinterested Person" shall have the meaning set forth in Rule 16b-3(d)(3) 
   as promulgated by the Securities and Exchange Commission under the Securities
   Exchange Act of 1934, or any successor definition adopted by the Commission.

i. "Early Retirement" means retirement, with consent of the Committee at the
   time of retirement, from active employment with the Company and any 
   Subsidiary or Parent Corporation of the Company.

j. "Fair Market Value" means the value of the Stock on a given date as 
   determined by the Committee in accordance with the applicable Treasury 
   Department regulations under Section 422A of the Code with respect to 
   "incentive stock options."

k. "Incentive Stock Option" means any Stock Option intended to be and designated
   as an "Incentive Stock Option" within the meaning of Section 422A of the
   Code.

                                       7
l. "Non-Employee Director" means any member of the Board who is not an employee
   of the Company, any Parent Corporation or Subsidiary.

m. "Non-Qualified Stock Option" means any Stock Option that is not an Incentive
   Stock Option, and is intended to be and is designated as a "Non-Qualified
   Stock Option."

n. "Normal Retirement" means retirement from active employment with the Company
   and any Subsidiary or Parent Corporation of the Company on or after age 60.

o. "Parent Corporation" means any corporation (other than the Company) in an
   unbroken chain of corporations ending with the Company if each of the
   corporations (other than the Company)owns stock possessing 50% or more of the
   total combined voting power of all classes of stock in one of the other
   corporations in the chain.

p. "Restricted Stock" means an award of shares of Stock that are subject to
   restrictions under Section 7 below.

q. "Retirement" means Normal Retirement or Early Retirement.

r. "Stock" means the Common stock, $.01 par value per share, of the Company.

s. "Stock Appreciation Right" means the right pursuant to an award granted under
   Section 6 below to surrender to the Company all or a portion of a Stock 
   Option in exchange for an amount equal to the difference between (i) the Fair
   Market Value, as of the date such Stock Option or such portion thereof is 
   surrendered, of the shares of Stock covered by such Stock Option or such 
   portion thereof, and (ii) the aggregate exercise price of such Stock Option
   or such portion thereof.

t. "Stock Option" means any option to purchase shares of Stock granted pursuant
   to Section 5 below.

u. "Subsidiary" means any corporation (other than the Company) in an unbroken
   chain of corporations beginning with the Company if each of the corporations
   (other than the last corporation in the unbroken chain) owns stock possessing
   50% or more of the total combined voting power of all classes of stock in one
   of the other corporations in the chain.

SECTION 2. Administration.

The Plan shall be  administered  by the Board of  Directors or by a Committee of
not less than three Disinterested  Persons,  who shall be appointed by the Board
of Directors of the company and who shall serve at the pleasure of the Board.

The Committee shall have the power and authority to grant to eligible employees,
pursuant to the terms of the Plan:  (i) Stock Options,  (ii) Stock  Appreciation
Rights, (iii) Restricted Stock, or (iv) Deferred Stock awards.

In particular, the Committee shall have the authority:

(i)   to select the officers and other key employees of the Company and its
      Subsidiaries to whom Stock Options, Stock Appreciation Rights, Restricted
      Stock and/or Deferred Stock awards may from time to time be granted
      hereunder;

                                       8
(ii)  to determine whether and to what extent Incentive Stock Options, 
      Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock 
      or Deferred Stock awards, or a combination of the foregoing, are to be
      granted hereunder;

(iii) to determine the number of shares to be covered by each such award granted
      hereunder;

(iv)  to determine the terms and conditions, not inconsistent with the terms of
      the Plan, of any award granted hereunder (including, but not limited to,
      any restriction on any Stock Option or other award and/or the shares of
      Stock relating thereto); and

(v)   to determine whether, to what extent and under what circumstances Stoc
      and other amounts payable with respect to an award under this Plan shall
      be deferred either automatically or at the election of the participant.

The  Committee  shall  have the  authority  to  adopt,  alter  and  repeal  such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable;  to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements  relating thereto);
and to otherwise  supervise the  administration  of the Plan.  The Committee may
delegate  its  authority to officers of the Company for the purpose of selecting
employees who are not officers of the Company for purposes of (i) above.

All decisions made by the Committee pursuant to the provisions of the Plan shall
be  final  and  binding  on  all  persons,   including   the  company  and  Plan
participants.

SECTION 3. Stock Subject to Plan.

The total number of shares of Stock  reserved  and  available  for  distribution
under the Plan shall be 500,000.  Such shares may consist,  in whole or in part,
of authorized and unissued shares.

Subject to  paragraph  (b)(iv) of Section 6 below,  if any shares that have been
optioned  ceased to be  subject  to  Options,  or if any  shares  subject to any
Restricted Stock or Deferred Stock award granted hereunder are forfeited or such
award otherwise terminates without a payment being made to the participant, such
shares shall again be  available  for  distribution  in  connection  with future
awards under the Plan.

In the event of any  merger,  reorganization,  consolidation,  recapitalization,
stock  dividend,  other change in corporate  structure  affecting the Stock,  or
spin-off or other  distribution of assets to shareholders,  such substitution or
adjustment shall be made in the aggregate number of shares reserved for issuance
under the Plan, in the number and option price of shares  subject to outstanding
options  granted  under  the  Plan,  and in the  number  of  shares  subject  to
Restricted  Stock or  Deferred  Stock  awards  granted  under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion,  provided
that the number of shares  subject to any award shall always be a whole  number.
Such adjusted option price shall also be used to determine the amount payable by
the Company upon the exercise of any Stock  Appreciation  Right  associated with
any Option.

SECTION 4. Eligibility.

Officers,  other key employees of the Company and  Subsidiaries and Non-Employee
Directors who are responsible for or contribute to the management, growth and/or
profitability  of the business of the Company and its  Subsidiaries are eligible
to be granted Stock Options,  Stock  Appreciation  Rights,  Restricted  Stock or
Deferred Stock awards under the Plan.  Except for NonEmployee  Directors,  whose
participation  in the Plan shall be  limited as  provided  in  paragraph  (k) of
Section 5, the optionees and participants  under the Plan shall be selected from
time to  time  by the  Committee,  in its  sole  discretion,  from  among  those
eligible, and the Committee shall determine, in its sole discretion,  the number
of shares covered by each award.

                                       9
SECTION 5. Stock Options.

Any Stock Option  granted  under the Plan shall be in such form as the Committee
may from time to time approve.

The Stock  options  granted  under the Plan may be of two types:  (i)  Incentive
Stock Options and (ii) Non-Qualified  Stock Options.  No Incentive Stock options
shall be granted under the Plan after July 19, 2000.

The  Committee  shall have the authority to grant any optionee  Incentive  Stock
Options,  Non-Qualified  Stock  Options,  or both types of options (in each case
with or without Stock Appreciation  Rights).  To the extent that any option does
not  qualify  as an  Incentive  Stock  Option,  it shall  constitute  a separate
Non-Qualified Stock Option.

Anything  in the  Plan to the  contrary  notwithstanding,  no term of this  Plan
relating to Incentive  Stock Options shall be  interpreted,  amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to  disqualify  either the Plan or any  Incentive  Stock Option under Section
422A of the Code. The preceding  sentence shall not preclude any modification or
amendment  to an  outstanding  Incentive  Stock  Option,  whether  or  not  such
modification  or  amendment  results in  disqualification  of such  Option as an
Incentive  Stock  Option,  provided  the  optionee  consents  in  writing to the
modification or amendment.

Options  granted  under the Plan  shall be subject  to the  following  terms and
conditions  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

(a) Option Price. The option price per share of Stock  purchasable under a Stock
Option shall be determined by the Committee at the time of grant and may, except
as provided in this  paragraph,  be less than the Fair Market Value of the Stock
on the date of the grant of the Option.  In no event shall the option  price per
share of Stock  purchasable under an Incentive Stock Option be less than 100% of
the Fair Market Value of the Stock on the date of the grant of the option. If an
employee owns or is deemed to own (by reason of the attribution rules applicable
under Section 425(d) of the Code) more than 10% of the combined  voting power of
all classes of stock of the Company or any Parent  Corporation or Subsidiary and
an Incentive Stock Option is granted to such employee, the option price shall be
no less than 110% of the Fair  Market  Value of the Stock on the date the option
is granted.

(b) Option Term.  The term of each Stock Option shall be fixed by the Committee,
but no Incentive Stock Option shall be exercisable more than ten years after the
date the option is granted.  If an employee  owns or is deemed to own (by reason
of the  attribution  rules of  Section  425(d) of the Code) more than 10% of the
combined  voting  power of all  classes  of stock of the  Company  or any Parent
Corporation  or  Subsidiary  and an  Incentive  Stock  Option is granted to such
employee, the term of such option shall be no more than five years from the date
of grant.

(c) Exercisability.  Stock Options shall be exercisable at such time or times as
determined by the Committee at or after grant. If the Committee provides, in its
discretion,  that any option is exercisable only in installments,  the Committee
may waive such installment exercise provisions at any time.  Notwithstanding the
foregoing,  unless the Stock  Option  Agreement  provides  otherwise,  any Stock
Option granted under this Plan shall be  exercisable in full,  without regard to
any installment exercise provisions,  for a period specified by the Company, but
not to exceed sixty (60) days,  prior to the  occurrence of any of the following
events:  (i) dissolution or liquidation of the Company other than in conjunction
with a  bankruptcy  of the Company or any similar  occurrence,  (ii) any merger,
consolidation,  acquisition, separation,  reorganization, or similar occurrence,
where the  Company  will not be the  surviving  entity or (iii) the  transfer of
substantially all of the assets of the Company or 75% or more of the outstanding
stock of the Company.

                                       10
(d) Method of  Exercise.  Stock  Options may be exercised in whole or in part at
any time during the option  period by giving  written  notice of exercise to the
Company  specifying  the number of shares to be purchased.  Such notice shall be
accompanied  by payment in full of the  purchase  price,  either by certified or
bank check, or by any other form of legal consideration deemed sufficient by the
Committee and consistent with the Plan's purpose and applicable  law,  including
promissory  notes  or  a  properly   executed   exercise  notice  together  with
irrevocable  instructions  to a broker  acceptable  to the  Company to  promptly
deliver to the Company the amount of sale or loan  proceeds to pay the  exercise
price. As determined by the Committee,  in its sole discretion,  payment in full
or in part may also be made in the form of  unrestricted  Stock already owned by
the optionee or, in the case of the exercise of a  Non-Qualified  Stock  Option,
Restricted Stock or Deferred Stock subject to an award hereunder (based, in each
case, on the Fair Market Value of the Stock on the date the option is exercised,
as  determined by the  Committee),  provided,  however,  that, in the case of an
Incentive Stock option, the right to make a payment in the form of already owned
shares may be  authorized  only at the time the option is granted,  and provided
further  that in the event  payment is made in the form of shares of  Restricted
Stock or a Deferred  Stock  award,  the  optionee  will receive a portion of the
option shares in the form of, and in an amount equal to, the Restricted Stock or
Deferred  Stock award  tendered as payment by the  optionee.  If the terms of an
option  so  permit,  an  optionee  may  elect  to pay all or part of the  option
exercise  price by having  the  Company  withhold  from the shares of Stock that
would  otherwise be issued upon exercise that number of shares of Stock having a
Fair Market Value equal to the aggregate  option  exercise  price for the shares
with respect to which such  election is made. No shares of Stock shall be issued
until full payment  therefor has been made. An optionee shall generally have the
rights to  dividends  and other rights of a  shareholder  with respect to shares
subject to the option when the  optionee has given  written  notice of exercise,
has  paid  in  full  for  such  shares,   and,  if  requested,   has  given  the
representation described in paragraph (a) of Section 12.

(e) Non-transferability of Options. No Stock Option shall be transferable by the
optionee otherwise than by will or by the laws of descent and distribution,  and
all Stock Options shall be exercisable,  during the optionee's lifetime, only by
the optionee.

(f)  Termination  by Death.  If an optionee's  employment by the Company and any
Subsidiary or Parent Corporation terminates by reason of death, the Stock Option
may thereafter be immediately  exercised,  to the extent then exercisable (or an
such accelerated  basis as the Committee shall determine at or after grant),  by
the legal  representative  of the estate or by the legatee of the optionee under
the will of the optionee, for a period of three years (or such shorter period as
the  Committee  shall specify at grant) from the date of such death or until the
expiration of the stated term of the option, whichever period is shorter.

(g)  Termination  by Reason of  Disability.  If an optionee's  employment by the
Company  and any  Subsidiary  or  Parent  Corporation  terminates  by  reason of
Disability,  any Stock Option held by such optionee may thereafter be exercised,
to the extent it was  exercisable at the time of  termination  due to Disability
(or on such  accelerated  basis as the  Committee  shall  determine  at or after
grant),  but may not be exercised  after three years (or such shorter  period as
the  Committee  shall  specify at grant)  from the date of such  termination  of
employment or the expiration of the stated term of the option,  whichever period
is the  shorter.  In the  event  of  termination  of  employment  by  reason  of
Disability,  if an Incentive  Stock Option is exercised  after the expiration of
the exercise  periods  that apply for purposes of Section 422A of the Code,  the
option will thereafter be treated as a Non-Qualified Stock Option.

                                       11
(h)  Termination  by Reason of  Retirement.  If an optionee's  employment by the
Company  and any  Subsidiary  or  Parent  Corporation  terminates  by  reason of
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
to the extent it was exercisable at the time of such Retirement,  but may not be
exercised  after three years (or such shorter period as Committee  shall specify
at grant) from the date of such  termination  of employment or the expiration of
the stated term of the option,  whichever period is the shorter. In the event of
termination of employment by reason of Retirement,  if an Incentive Stock Option
is  exercised  after the  expiration  of the  exercise  periods  that  apply for
purposes of Section 422A of the Code, the option will thereafter be treated as a
Non-Qualified Stock Option.

(i) Other  Termination.  Unless  otherwise  determined by the  Committee,  if an
optionee's  employment by the Company and any  Subsidiary or Parent  Corporation
terminates for any reason other than death, Disability or Retirement,  the Stock
Option shall thereupon terminate, except that the option may be exercised to the
extent it was exercisable at such  termination for the lesser of three months or
the balance of the  option's  term if the optionee is  involuntarily  terminated
without Cause by the Company and any Subsidiary or Parent Corporation.

(j) Annual Limit on Incentive  Stock  Options.  The aggregate  Fair Market Value
(determined  as of the time the  Option is  granted)  of the  Common  Stock with
respect to which an Incentive  Stock Option under this Plan or any other plan of
the Company and any  Subsidiary or Parent  Corporation  is  exercisable  for the
first time by an optionee during any calendar year shall not exceed $100,000.

(k)  Non-Employee  Directors.  Each  Non-Employee  Director  who (a) is elected,
reelected  or serving an  unexpired  term as a  director  of the  Company at (i)
August 1,  1990,  or (ii) any  annual  meeting  of  holders  of the Stock of the
Company  after  August 1, 1990 or (b) is elected as a Director of the Company at
any special meeting of holders of Stock of the Company,  shall as of the date of
such election, reelection, or annual or special meeting automatically be granted
an Option to purchase 1000 shares of Stock at an option price per share equal to
100% of the Fair Market  Value of a share of Stock on such date.  In the case of
an annual meeting, the action of the holders of Stock of the Company in electing
a Non-Employee  Director who qualifies for an Option according to this paragraph
(k) shall  constitute  the  granting  of the  option to such  director  (if such
Director  qualifies  for an Option  under this  paragraph  (k)) and to any other
qualifying Non-Employee Director who shall be designated as serving an unexpired
term as a  director  of the  Company in the  notice or proxy  materials  for the
meeting;  and the date when the holders shall take such action shall be the date
of grant of the Option.  All such Options shall be  designated as  Non-Qualified
Options  and shall be subject to the same  terms and  provisions  as are then in
effect with  respect to granting of  Non-Qualified  Options to officers  and key
employees of the Company,  except that (i) the term of each such Option shall be
equal to ten (10)  years,  which term shall not expire upon the  termination  of
service as a director, (ii) the Option shall become exercisable as to all or any
part of the shares subject to the Option beginning six (6) months after the date
the Option is granted,  and (iii) no Stock Appreciation Rights may be granted to
any Non-Employee  Director under this paragraph (k) or in any other manner under
this  Plan.  Subject  to  the  foregoing,   all  provisions  of  this  Plan  not
inconsistent  with the foregoing  shall apply to options granted to Non-Employee
Directors.

SECTION 6. Stock Appreciation Rights.

(a) Grant and Exercise. Except as set forth in paragraph (k) of Section 5, Stock
Appreciation  Rights may be granted in conjunction with all or part of any Stock
Option granted under the Plan. In the case of a Non-Qualified Stock Option, such
rights may be granted  either at or after the time of the grant of such  Option.
In the case of an Incentive Stock option, such rights may be granted only at the
time of the grant of the option.

                                       12
A Stock Appreciation Right or applicable portion thereof granted with respect to
a given Stock  Option  shall  terminate  and no longer be  exercisable  upon the
termination  or  exercise  of the  related  Stock  Option,  except  that a Stock
Appreciation  Right  granted with respect to less than the full number of shares
covered by a related  stock  option  shall not be reduced  until the exercise or
termination of the related Stock Option exceeds the number of shares not covered
by the Stock Appreciation Right.

A Stock Appreciation  Right may be exercised by an optionee,  in accordance with
paragraph (b) of this Section 6, by surrendering  the applicable  portion of the
related Stock Option.  Upon such exercise and  surrender,  the optionee shall be
entitled to receive an amount  determined in the manner  prescribed in paragraph
(b) of this Section 6. Stock Options which have been so surrendered, in whole or
in part,  shall no  longer  be  exercisable  to the  extent  the  related  Stock
Appreciation Rights have been exercised.

(b) Terms and  Conditions.  Stock  Appreciation  Rights shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as shall
be determined from time to time by the Committee, including the following:

    (i) Stock Appreciation Rights shall be exercisable only at
  such time or times and to the extent that the Stock Options to which
  they relate shall be exercisable in accordance with the provisions of
  Section 5 and this Section 6 of the Plan.

    (ii) Upon the exercise of a Stock Appreciation Right, an
  optionee shall be entitled to receive up to, but not more than, an
  amount in cash or shares of stock equal in value to the excess of the
  Fair Market Value of one share of Stock over the option price per share
  specified in the related option multiplied by the number of shares in
  respect of which the Stock Appreciation Right shall have been
  exercised, with the Committee having the right to determine the form of
  payment.

    (iii) Stock Appreciation Rights shall be transferable only
  when and to the extent that the underlying Stock Option would be
  transferable under Section 5 of the Plan.

    (iv) Upon the exercise of a Stock Appreciation Right, the
  stock option or part thereof to which such Stock Appreciation Right is
  related shall be deemed to have been exercised for the purpose of the
  limitation set forth in Section 3 of the Plan on the number of shares
  of Stock to be issued under the Plan, but only to the extent of the
  number of shares issued or issuable under the Stock Appreciation Right
  at the time of exercise based on the value of the Stock Appreciation
  Right at such time.

    (v) A Stock Appreciation Right granted in connection with an
  Incentive Stock Option may be exercised only if and when the market
  price of the Stock subject to the Incentive Stock Option exceeds the
  exercise price of such Option.

SECTION 7. Restricted Stock.

(a) Administration.  Shares of Restricted Stock may be issued either alone or in
addition to other awards granted under the Plan. The Committee  shall  determine
the officers and key employees of the Company and  Subsidiaries to whom, and the
time or times at which,  grants of Restricted  Stock will be made, the number of
shares to be awarded,  the time or times within which such awards may be subject
to forfeiture,  and all other  conditions of the awards.  The Committee may also
condition  the  grant of  Restricted  Stock  upon the  attainment  of  specified
performance  goals.  The  provisions of Restricted  Stock awards need not be the
same with respect to each recipient.

                                       13
(b) Awards and Certificates.  The prospective recipient of an award of shares of
Restricted  Stock shall not have any rights with  respect to such award,  unless
and until such recipient has executed an agreement  evidencing the award and has
delivered  a fully  executed  copy  thereof to the  Company,  and has  otherwise
complied with the then applicable terms and conditions.

    (i) Each participant shall be issued a stock certificate in
  respect of shares of Restricted Stock awarded under the Plan. Such
  certificate shall be registered in the name of the participant, and
  shall bear an appropriate legend referring to the terms, conditions,
  and restrictions applicable to such award, substantially in the
  following form:

        "The transferability of this certificate and the shares of
        stock represented hereby are subject to the terms and
        conditions (including forfeiture) of the Hector Communications
        Corporation 1990 Stock Plan and an Agreement entered into
        between the registered owner and Hector Communications
        Corporation. Copies of such Plan and Agreement are on file in
        the offices of Hector Communications Corporation, 211 South
        Main, Hector, Minnesota 55342."

    (ii) The Committee shall require that the stock certificates
  evidencing such shares be held in custody by the Company until the
  restrictions thereon shall have lapsed, and that, as a condition of any
  Restricted Stock award, the participant shall have delivered a stock
  power, endorsed in blank, relating to the Stock covered by such award.

(c) Restrictions and Conditions. The shares of Restricted Stock awarded pursuant
to the Plan shall be subject to the following restrictions and conditions:

    (i) Subject to the provisions of this Plan and the award
  agreement, during a period set by the Committee commencing with the
  date of such award (the "Restriction Period"), the participant shall
  not be permitted to sell, transfer, pledge or assign shares of
  Restricted stock awarded under the Plan. Within these limits, the
  Committee may provide for the lapse of such restrictions in
  installments where deemed appropriate.

    (ii) Except as provided in paragraph (c)(i) of this Section 7,
  the participant shall have, with respect to the shares of Restricted
  Stock, all of the rights of a shareholder of the Company, including the
  right to vote the shares and the right to receive any cash dividends.
  The Committee, in its sole discretion, may permit or require the
  payment of cash dividends to be deferred and, if the Committee so
  determines, reinvested in additional shares of Restricted Stock (to the
  extent shares are available under Section 3 and subject to paragraph
  (f) of Section 12). Certificates for shares of unrestricted Stock shall
  be delivered to the grantee promptly after, and only after, the period
  of forfeiture shall have expired without forfeiture in respect of such
  shares of Restricted Stock.

    (iii) Subject to the provisions of the award agreement and
  paragraph (c)(iv) of this Section 7, upon termination of employment for
  any reason during the Restriction Period, all shares still subject to
  restriction shall be forfeited by the participant.

                                       14
(iv) In the event of special hardship circumstances of a
  participant whose employment is terminated (other than for Cause),
  including death, Disability or Retirement, or in the event of an
  unforeseeable emergency of a participant still in service, the
  Committee may, in its sole discretion, when it finds that a waiver
  would be in the best interest of the Company, waive in whole or in part
  any or all remaining restrictions with respect to such participant's
  shares of Restricted Stock.

    (v) Notwithstanding the foregoing, all restrictions with
  respect to any participant's shares of Restricted Stock shall lapse, on
  the date determined by the Committee, prior to, but in no event more
  than sixty (60) days prior to, the occurrence of any of the following
  events: (i) dissolution or liquidation of the Company, other than in
  conjunction with a bankruptcy of the Company or any similar occurrence,
  (if) any merger, consolidation, acquisition, separation,
  reorganization, or similar occurrence, where the Company will not be
  the surviving entity or (iii) the transfer of substantially all of the
  assets of the Company or 75% or more of the outstanding Stock of the
  Company.

SECTION 8. Deferred Stock Awards.

(a) Administration. Deferred Stock may be awarded either alone or in addition to
other awards granted under the Plan. The Committee  shall determine the officers
and key employees of the Company and  Subsidiaries to whom and the time or times
at which Deferred Stock shall be awarded, the number of Shares of Deferred Stock
to be awarded to any participant or group of  participants,  the duration of the
period (the "Deferral  Period")  during which,  and the conditions  under which,
receipt of the Stock will be deferred, and the terms and conditions of the award
in addition to those contained in paragraph (b) of this Section 8. The Committee
may also  condition the grant of Deferred Stock upon the attainment of specified
performance  goals. The provisions of Deferred Stock awards need not be the same
with respect to each recipient.

(b) Terms and Conditions.

    (i) Subject to the provisions of this Plan and the award
  agreement, Deferred Stock awards may not be sold, assigned,
  transferred, pledged or otherwise encumbered during the Deferral
  Period. At the expiration of the Deferral Period (or Elective Deferral
  Period, where applicable), share certificates shall be delivered to the
  participant, or his legal representative, in a number equal to the
  shares covered by the Deferred Stock award.

    (ii) Amounts equal to any dividends declared during the
  Deferral Period with respect to the number of shares covered by a
  Deferred Stock award will be paid to the participant currently or
  deferred and deemed to be reinvested in additional Deferred Stock or
  otherwise reinvested, all as determined at the time of the award by the
  Committee, in its sole discretion.

    (iii) Subject to the provisions of the award agreement and
  paragraph (b)(iv) of this Section 8, upon termination of employment for
  any reason during the Deferral Period for a given award, the Deferred
  Stock in question shall be forfeited by the participant.

    (iv) In the event of special hardship circumstances of a
  participant whose employment is terminated (other than for Cause)
  including death, Disability or Retirement, or in the event of an
  unforeseeable emergency of a participant still in service, the
  Committee may, in its sole discretion, when it finds that a waiver
  would be in the best interest of the Company, waive in whole or in part
  any or all of the remaining deferral limitations imposed hereunder with
  respect to any or all of the participant's Deferred Stock.

                                       15
(v) A participant may elect to further defer receipt of the
  award for a specified period or until a specified event (the "Elective
  Deferral Period"), subject in each case to the Committee's approval and
  to such terms as are determined by the Committee, all in its sole
  discretion. Subject to any exceptions adopted by the Committee, such
  election must generally be made prior to completion of one half of the
  Deferral Period for a Deferred Stock award (or for an installment of
  such an award).

    (vi) Each award shall be confirmed by, and subject to the
  terms of, a Deferred Stock agreement executed by the Company and the
  participant.

SECTION 9. Transfer, Leave of Absence, etc.

For purposes of the Plan, the following events shall not be deemed a termination
of employment:

(a) a  transfer  of an  employee  from the  Company to a Parent  Corporation  or
Subsidiary,  or from a Parent Corporation or Subsidiary to the Company,  or from
one Subsidiary to another;

(b) a leave of  absence,  approved  in writing by the  Committee,  for  military
service or  sickness,  or for any other  purpose  approved by the Company if the
period of such leave does not exceed  ninety (90) days (or such longer period as
the Committee may approve, in its sole discretion); and

(c) a leave of absence in excess of ninety (90) days, approved in writing by the
Committee, but only if the employee's right to reemployment is guaranteed either
by a statute or by  contract,  and  provided  that,  in the case of any leave of
absence,  the  employee  returns  to work  within 30 days  after the end of such
leave.

SECTION 10. Amendments and Termination.

The  Board  may  amend,  alter,  or  discontinue  the  Plan,  but no  amendment,
alteration,  or discontinuation  shall be made (i) which would impair the rights
of an optionee or participant under a Stock Option,  Stock  Appreciation  Right,
Restricted Stock, Deferred Stock or other Stock-based award theretofore granted,
without the  optionee's  or  participant's  consent,  or (ii) which  without the
approval of the  stockholders  of the Company  would cause the Plan to no longer
comply with Rule 16b-3 under the Securities  Exchange Act of 1934,  Section 422A
of the Code or any other regulatory requirements.

The  Committee may amend the terms of any award or option  theretofore  granted,
prospectively  or  retroactively,  but,  subject  to  Section  3 above,  no such
amendment  shall  impair the  rights of any  holder  without  his  consent.  The
Committee may also substitute new Stock Options for previously  granted options,
including previously granted options having higher option prices.

SECTION 11. Unfunded Status of Plan.

The Plan is intended to constitute an "unfunded" plan for incentive and deferred
compensation.  With  respect to any payments  not yet made to a  participant  or
optionee  by  the  Company,   nothing  contained  herein  shall  give  any  such
participant  or optionee  any rights  that are  greater  than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to  deliver  Stock or  payments  in lieu of or with  respect  to awards
hereunder,  provided,  however,  that  the  existence  of such  trusts  or other
arrangements is consistent with the unfunded status of the Plan.

                                       16
SECTION 12. General Provisions.

(a) The Committee may require each person  purchasing shares pursuant to a Stock
Option under the Plan to represent to and agree with the Company in writing that
the optionee is acquiring the shares without a view to distribution thereof. The
certificates  for such shares may include any legend which the  Committee  deems
appropriate to reflect any restrictions on transfer.

All  certificates  for shares of Stock  delivered under the Plan pursuant to any
Restricted Stock, Deferred Stock or other Stock-based awards shall be subject to
such  stock-transfer  orders and other  restrictions  as the  Committee may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Stock is then listed,
and any applicable Federal or state securities laws, and the Committee may cause
a legend  or  legends  to be put on any such  certificates  to make  appropriate
reference to such restrictions.

(b) Subject to paragraph (d) below,  recipients of  Restricted  Stock,  Deferred
Stock and other Stock-based awards under the Plan (other than Stock Options) are
not  required  to make any  payment  or  provide  consideration  other  than the
rendering of services.

(c) Nothing  contained in this Plan shall  prevent the Board of  Directors  from
adopting other or additional compensation  arrangements,  subject to stockholder
approval  if such  approval is  required;  and such  arrangements  may be either
generally  applicable or applicable only in specific cases.  The adoption of the
Plan shall not confer upon any  employee of the  Company or any  Subsidiary  any
right to continued employment with the Company or a Subsidiary,  as the case may
be,  nor  shall  it  interfere  in any way with the  right of the  Company  or a
subsidiary to terminate the employment of any of its employees at any time.

(d) Each  participant  shall, no later than the date as of which any part of the
value of an award first becomes  includible as  compensation in the gross income
of the participant for Federal income tax purposes,  pay to the Company, or make
arrangements  satisfactory to the Committee  regarding  payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect to
the award. The obligations of the Company under the Plan shall be conditional on
such payment or  arrangements  and the Company and  Subsidiaries  shall,  to the
extent  permitted  by law,  have the right to  deduct  any such  taxes  from any
payment of any kind otherwise due to the participant.  With respect to any award
under the Plan, if the terms of such award so permit, a participant may elect by
written  notice to the  Company to satisfy  part or all of the  withholding  tax
requirements  associated with the award by (i) authorizing the Company to retain
from the number of shares of Stock that would  otherwise be  deliverable  to the
participant,  or (ii)  delivering  to the Company  from shares of Stock  already
owned by the participant,  that number of shares having an aggregate Fair Market
Value  equal to part or all of the tax  payable  by the  participant  under this
Section 12(d).  Any such election  shall be in accordance  with, and subject to,
applicable tax and securities laws, regulations and rulings.

(e) At the time of grant, the Committee may provide in connection with any grant
made under this Plan that the shares of Stock received as a result of such grant
shall be subject to a  repurchase  right in favor of the  Company,  pursuant  to
which the participant shall be required to offer to the Company upon termination
of employment for any reason any shares that the participant  acquired under the
Plan,  with the price being the then Fair  Market  Value of the Stock or, in the
case of a termination for Cause, an amount equal to the cash  consideration paid
for the Stock,  subject to such other terms and  conditions as the Committee may
specify at the time of grant.  The Committee may, at the time of the grant of an
award  under the Plan,  provide  the Company  with the right to  repurchase,  or
require the forfeiture of, shares of Stock acquired  pursuant to the Plan by any
participant  who, at any time within two years after  termination  of employment
with the Company,  directly or  indirectly  competes  with,  or is employed by a
competitor of, the Company.

                                       17
(f) The reinvestment of dividends in additional Restricted Stock (or in Deferred
Stock or other types of Plan awards) at the time of any dividend  payment  shall
only be permissible if the Committee (or the Company's chief financial  officer)
certifies in writing that under  Section 3 sufficient  shares are  available for
such reinvestment  (taking into account then outstanding Stock Options and other
Plan awards).

SECTION 13. Effective Date of Plan.

The Plan shall be  effective on the date it is approved by a vote of the holders
of a majority  of the Stock  present  and  entitled  to vote at a meeting of the
Company's shareholders.

                                       18
Exhibit 5.1
 
February 6, 1998

Hector Communications Corporation
211 South Main Street
Hector, Minnesota  55342

    Re:     Opinion of Counsel as to Legality of 250,000 Shares of Common Stock
            to be registered under the Securities Act of 1933

Ladies and Gentlemen:

    This opinion is  furnished in  connection  with the  registration  under the
Securities Act of 1933 on Form S-8 of 250,000  shares of Common Stock,  $.01 par
value, of Hector Communications Corporation (the "Company") offered to employees
of the Company pursuant to the Hector Communications Corporation 1990 Stock Plan
(the "Plan").

    As general  counsel for the  Company,  we advise you that it is our opinion,
based  on  our  familiarity  with  the  affairs  of the  Company  and  upon  our
examination of pertinent  documents,  that the 250,000 shares of Common Stock to
be offered to employees by the Company under the Plan,  will,  when paid for and
issued, be validly issued and lawfully outstanding, fully paid and nonassessable
shares of Common Stock of the Company.

    The  undersigned  hereby  consent  to the  filing of this  opinion  with the
Securities and Exchange  Commission as an Exhibit to the Registration  Statement
with respect to said shares of Common Stock under the Securities Act of 1933.

                                                Very truly yours,

                                                LINDQUIST & VENNUM P.L.L.P.

                                               /s/ Lindquist & Vennum P.L.L.P.

                                       19
Exhibit 23.2

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Hector  Communications  Corporation  on Form S-8  relating  to the  increase  in
authorized  shares of common stock under the Hector  Communications  Corporation
1990 Stock Plan of our report  dated  February  20,  1997 on the 1996  financial
statements, appearing in the Annual Report on Form 10-K of Hector Communications
Corporation  for the year ended  December  31, 1996 and to the  reference  to us
under  the  heading  "Experts"  in  the  Prospectus,   which  is  part  of  this
Registration Statement.

Olsen Thielen & Co., Ltd.
February 9, 1998
St. Paul, Minnesota

                                       20