SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.
                                20549


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

                   VANGUARD CELLULAR SYSTEMS, INC.         
       (Exact name of registrant as specified in its charter)

   North Carolina                             56-1549590      
(State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)           Identification No.)

                                  
                 2002 Pisgah Church Road, Suite 300
                  Greensboro, North Carolina  27455          
     (Address of Principal Executive Offices)     (Zip Code)

                   VANGUARD CELLULAR SYSTEMS, INC.
                    1994 LONG-TERM INCENTIVE PLAN
                      (Full title of the plan)

                RICHARD C. ROWLENSON, GENERAL COUNSEL
                   Vanguard Cellular Systems, Inc.
                 2002 Pisgah Church Road, Suite 300
                  Greensboro, North Carolina  27455  
               (Name and address of agent for service)

                             (910) 282-3690                      
    (Telephone number, including area code, of agent for service)

                   CALCULATION OF REGISTRATION FEE

<TABLE>
<S>          <C>            <C>            <C>           <C> 
                             Proposed       Proposed
Title of                     Maximum        Maximum
Securities                   Offering       Aggregate
to be         Amount to be   Price          Offering       Amount of
registered    Registered     Per Share*     Price*         Registration Fee

Class A
Common Stock,
par value
$.01 per      2,000,000      $33.75         $67,500,000    $23,275.86*
share         shares
</TABLE>
     *Pursuant to Rule 457(h), the average of the high and low
price of the Class A Common Stock as reported on NASDAQ's National
Market System on May 4, 1994 has been used to calculate the amount
of the registration fee.

<PAGE>
                                   
    This Registration Statement on Form S-8 covers 2,000,000 shares
of the Class A Common Stock, par value $.01 per share, (the "Common
Stock") of Vanguard Cellular Systems, Inc. (the "Registrant") issuable 
upon exercise of options to be granted under the Registrant's 1994 
Long-Term Incentive Plan (the "Plan").

                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

    The Registrant is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission.  The following documents have
previously been filed by the Registrant with the Commission and are
incorporated herein by reference as of their respective dates: 

         a)   the Annual Report on Form 10-K of Vanguard Cellular
         Systems, Inc. for the fiscal year ended December 31, 1993
         (dated March 30, 1994).

         b)   the description of the Registrant's Common Stock
         included under the heading "Description of Capital Stock"
         in the Registrant's Registration Statement on Form S-4
         (File No. 33-35054), as amended by Post-Effective
         Amendment No. 2 dated June 13, 1991, filed with the
         Securities and Exchange Commission. 

    All documents that are hereafter filed by the Registrant
pursuant to Sections 13, 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
shares of the Common Stock issuable pursuant to the Plan have been
issued or which deregisters any shares then remaining unissued,
shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.


Item 4.  Description of Securities.

    Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

    Legal matters in connection with the securities registered
hereunder are being passed upon for the Registrant by Messrs.
Schell Bray Aycock Abel & Livingston L.L.P., Renaissance Plaza, 230
North Elm Street, Suite 1500, Greensboro, North Carolina  27401. 

<PAGE>

Item 6.  Indemnification of Directors and Officers.

    Article VIII of the Company's Bylaws provides:

                            "ARTICLE VIII

                           Indemnification

    1.  Extent.  In addition to the indemnification otherwise
provided by law, the corporation shall indemnify and hold harmless
its directors and Indemnified Officers (as hereinafter defined)
against all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status as directors or
officers or their activities in any of such capacities or in any
capacity in which any of them is or was serving, at the
corporation's request, in another corporation, partnership, joint
venture, trust or other enterprise, and the corporation shall
indemnify and hold harmless those persons who are officers,
directors or employees and are deemed to be fiduciaries of the
corporation's present and future employee pension and welfare
benefit plans as defined under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA fiduciaries"), against all
liability and litigation expense, including reasonable attorneys'
fees, arising out of their status or activities as ERISA
fiduciaries; provided, however, that the corporation shall not
indemnify a director or Indemnified Officer against liability or
litigation expense that he may incur on account of his activities
that at the time taken were known or reasonably should have been
known by him to be clearly in conflict with the best interests of
the corporation, and the corporation shall not indemnify an ERISA
fiduciary against any liability or litigation expense that he may
incur on account of his activities that at the time taken were
known or reasonably should have been known by him to be clearly in
conflict with the best interests of the employee benefit plan to
which the activities relate.  The corporation shall also indemnify
the director, Indemnified Officer or ERISA fiduciary for reasonable
costs, expenses and attorneys' fees in connection with the
enforcement of rights to indemnification granted herein, if it is
determined in accordance with Section 2 of this Article that the
director, officer or ERISA fiduciary is entitled to indemnification
hereunder.

    2.  Determination.  Any indemnification under Section 1 shall
be paid by the corporation in any specific case only after a
determination that the director, Indemnified Officer or ERISA
fiduciary did not act in a manner, at the time the activities were
taken, that was known or reasonably should have been known by him
to be clearly in conflict with the best interests of the
corporation, or the employee benefit plan to which the activities
relate, as the case may be.  Such determination shall be made
(a)\by the affirmative vote of a majority (but not less than two)
of directors who are or were not parties to such action, suit or

<PAGE>

proceeding or against whom any such claim is asserted
("disinterested directors") even though less than a quorum, or
(b)\if a majority (but not less than two) of disinterested
directors so direct, by independent legal counsel in a written
opinion, or (c)\if there are less than two disinterested directors,
by the affirmative vote of all of the directors, or (d)\by the vote
of a majority of all of the voting shares other than those owned or
controlled by directors, officers or ERISA fiduciaries who were
parties to such action, suit or proceeding or against whom such
claim is asserted, or by a unanimous vote of all of the voting
shares, or (e)\by a court of competent jurisdiction.

    3.  Advanced Expenses.  Expenses incurred by a director,
Indemnified Officer or ERISA fiduciary in defending a civil or
criminal claim, action, suit or proceeding may, upon approval of a
majority (but not less than two) of the disinterested directors,
even though less than a quorum, or, if there are less than two
disinterested directors, upon unanimous approval of the Board of
Directors, be paid by the corporation in advance of the final
disposition of such claim, action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, Indemnified
Officer or ERISA fiduciary to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified
against such expenses by the corporation.

    4.  Corporation.  For purposes of this Article, references to
directors, officers, or ERISA fiduciaries of the "corporation"
shall be deemed to include directors, officers and ERISA
fiduciaries of Vanguard Cellular Systems, Inc., its subsidiaries,
and all constituent corporations absorbed into Vanguard Cellular
Systems, Inc. or any of its subsidiaries by a consolidation or
merger.

    5.  Indemnified Officer.  For purposes of this Article,
"Indemnified Officer" shall mean all officers of the corporation
who are elected by the Board of Directors.

    6.  Reliance and Consideration.  Any director, Indemnified
Officer, or ERISA fiduciary who at any time after the adoption of
this Bylaw serves or has served in any of the aforesaid capacities
for or on behalf of the corporation shall be deemed to be doing or
to have done so in reliance upon, and as consideration for, the
right of indemnification provided herein.  Such right shall inure
to the benefit of the legal representatives of any such person and
shall not be exclusive of any other rights to which such person may
be entitled apart from the provision of this Bylaw.  No amendment,
modification or repeal of this Article VIII shall adversely affect
the right of any director, Indemnified Officer or ERISA fiduciary
to indemnification hereunder with respect to any activities
occurring prior to the time of such amendment, modification or
repeal.

<PAGE>

    7.  Insurance.  The corporation may purchase and maintain
insurance on behalf of its directors, officers, employees and
agents and those persons who were serving at the request of the
corporation as a director, officer, partner or trustee of, or in
some other capacity in, another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of this Article or otherwise.  Any full or partial
payment made by an insurance company under any insurance policy
covering any director, officer, employee or agent made to or on
behalf of a person entitled to indemnification under this Article
shall relieve the corporation of its liability for indemnification
provided for in this Article or otherwise to the extent of such
payment, and no insurer shall have a right of subrogation against
the corporation with respect to such payment."

    The North Carolina General Statutes contain provisions
prescribing the extent to which directors and officers shall or may
be indemnified.  These statutory provisions are set forth below:


                 CH. 55 N.C. BUSINESS CORPORATION ACT

                      Part 5.  Indemnification.

Section 55-8-50.  Policy Statement and Definitions.

    (a)  It is the public policy of this State to enable
    corporations organized under this Chapter to attract and
    maintain responsible, qualified directors, officers, employees
    and agents, and, to that end, to permit corporations organized
    under this Chapter to allocate the risk of personal liability
    of directors, officers, employees and agents through
    indemnification and insurance as authorized in this Part.

    (b)  Definitions in this Part:

         (1)  "Corporation" includes any domestic or foreign
              predecessor entity of a corporation in a merger or
              other transaction in which the predecessor's
              existence ceased upon consummation of the
              transaction.
         (2)  "Director" means an individual who is or was a
              director of a corporation or an individual who, while
              a director of a corporation, is or was serving at the
              corporation's request as a director, officer,
              partner, trustee, employee, or agent of another
              foreign or domestic corporation, partnership, joint
              venture, trust, employee benefit plan, or other 

<PAGE>

              enterprise.  A director is considered to be serving 
              an employee benefit plan at the corporation's request 
              if his duties to the corporation also impose duties on, 
              or otherwise involve services by, him to the plan or 
              to participants in or beneficiaries of the plan.  
              "Director" includes, unless the context requires 
              otherwise, the estate or personal representative of a 
              director.
         (3)  "Expenses" means expenses of every kind incurred in
              defending a proceeding, including counsel fees.
         (4)  "Liability" means the obligation to pay a judgment,
              settlement, penalty, fine (including an excise tax
              assessed with respect to an employee benefit plan),
              or reasonable expenses incurred with respect to a
              proceeding.
      (4)(a)  "Officer", "employee", or "agent" includes, unless
              the context requires otherwise, the estate or
              personal representative of a person who acted in that
              capacity.
         (4)  "Liability" means the obligation to pay a judgment,
              settlement, penalty, fine (including an excise tax
              assessed with respect to an employee benefit plan),
              or reasonable expenses incurred with respect to a
              proceeding.
         (5)  "Official capacity" means:  (i) when used with
              respect to a director, the office of director in a
              corporation; and (ii) when used with respect to an
              individual other than a director, as contemplated in
              G.S. 55-8-56, the office in a corporation held by the
              officer or the employment or agency relationship
              undertaken by the employee or agent on behalf of the
              corporation.  "Official capacity" does not include
              service for an other foreign or domestic corporation
              or any partnership, joint venture, trust, employee
              benefit plan, or other enterprise.
         (6)  "Party" includes an individual who was, is, or is
              threatened to be made a named defendant or respondent
              in a proceeding.
         (7)  "Proceeding" means any threatened, pending, or
              completed action, suit, or proceeding, whether civil,
              criminal, administrative, or investigative and
              whether formal or informal.


Section 55-8-51.  Authority to Indemnify.

    (a)  Except as provided in subsection (d), a corporation may
    indemnify an individual made a party to a proceeding because he
    is or was a director against liability incurred in the
    proceeding if:

         (1)  He conducted himself in good faith; and

         (2)  He reasonably believed (i) in the case of conduct in
              his official capacity with the corporation, that his
              conduct was in its best interests; and (ii) in all
              other cases, that his conduct was at least not
              opposed to its best interests; and 

<PAGE>

         (3)  In the case of any criminal proceeding, he had no
              reasonable cause to believe his conduct was unlawful.

    (b)  A director's conduct with respect to an employee benefit
    plan for a purpose he reasonably believed to be in the
    interests of the participants in and beneficiaries of the plan
    is conduct that satisfies the requirement of subsection
    (a)(2)(ii).

    (c)  The termination of a proceeding by judgment, order,
    settlement, conviction, or upon a plea of no contest or its
    equivalent is not, of itself, determinative that the director
    did not meet the standard of conduct described in this section.

    (d)  A corporation may not indemnify a director under this
         section:

         (1)  In connection with a proceeding by or in the right of
              the corporation in which the director was adjudged
              liable to the corporation; or
         (2)  In connection with any other proceeding charging
              improper personal benefit to him, whether or not
              involving action in his official capacity, in which
              he was adjudged liable on the basis that personal
              benefit was improperly received by him.

    (e)  Indemnification permitted under this section in connection
    with a proceeding by or in the right of the corporation that is
    concluded without a final adjudication on the issue of
    liability is limited to reasonable expenses incurred in
    connection with the proceeding.

    (f)  The authorization, approval or favorable recommendation by
    the board of directors of a corporation of indemnification, as
    permitted by this section, shall not be deemed an act or
    corporate transaction in which a director has a conflict of
    interest, and no such indemnification shall be void or voidable
    on such ground.

Section 55-8-52.  Mandatory Indemnification.

    Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a
party because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the
proceeding.

Section 55-8-53.  Advance For Expenses.

    Expenses incurred by a director in defending a proceeding may
be paid by the corporation in advance of the final disposition of

<PAGE>

such proceeding as authorized by the board of directors in the
specific case or as authorized or required under any provision in
the articles of incorporation or bylaws or by any applicable
resolution or contract upon receipt of an undertaking by or on
behalf of the director to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the corporation against such expenses.

Section 55-8-54.  Court-ordered Indemnification.

    Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a
proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction.  On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines:

         (1)  The director is entitled to mandatory indemnification
              under G.S. 55-8-52, in which case the court shall
              also order the corporation to pay the director's
              reasonable expenses incurred to obtain court-ordered
              indemnification; or
         (2)  The director is fairly and reasonably entitled to
              indemnification in view of all the relevant
              circumstances, whether or not he met the standard of
              conduct set forth in G.S. 55-8-51 or was adjudged
              liable as described in G.S. 55-8-51(d), but if he was
              adjudged so liable his indemnification is limited to
              reasonable expenses incurred.

Section 55-8-55.  Determination and Authorization of Indemnification.

    (a)  A corporation may not indemnify a director under G.S.
    55-8-51 unless authorized in the specific case after a
    determination has been made that indemnification of the
    director is permissible in the circumstances because he has met
    the standard of conduct set forth in G.S. 55-8-51.

    (b)  The determination shall be made:

         (1)  By the board of directors by majority vote of a
              quorum consisting of directors not at the time
              parties to the proceeding;
         (2)  If a quorum cannot be obtained under subdivision (1),
              by majority vote of a committee duly designated by
              the board of directors (in which designation
              directors who are parties may participate), 
              consisting solely of two or more directors not at the
              time parties to the proceeding;
         (3)  By special legal counsel (i) selected by the board of
              directors or its committee in the manner 

<PAGE>
              prescribed in subdivision (1) or (2); or (ii) if a 
              quorum of the board of directors cannot be obtained 
              under subdivision (1) and a committee cannot be 
              designated under subdivision (2), selected by majority 
              vote of the full board of directors (in which selection 
              directors who are parties may participate); or
         (4)  By the shareholders, but shares owned by or voted
              under the control of directors who are at the time
              parties to the proceeding may not be voted on the
              determination.

    (c)  Authorization of indemnification and evaluation as to
    reasonableness of expenses shall be made in the same manner as
    the determination that indemnification is permissible, except
    that if the determination is made by special legal counsel,
    authorization of indemnification and evaluation as to
    reasonableness of expenses shall be made by those entitled
    under subsection (b)(3) to select counsel.

Section 55-8-56.  Indemnification of Officers, Employees, and Agents.

    Unless a corporation's articles of incorporation provide
otherwise:

    (1)  An officer of the corporation is entitled to mandatory
         indemnification under G.S. 55-8-52, and is entitled to
         apply for court-ordered indemnification under G.S.
         55-8-54, in each case to the same extent as a director.

    (2)  The corporation may indemnify and advance expenses under
         this Part to an officer, employee, or agent of the
         corporation to the same extent as to a director; and

    (3)  A corporation may also indemnify and advance expenses to
         an officer, employee, or agent who is not a director to
         the extent, consistent with public policy, that may be
         provided by its articles of incorporation, bylaws, general
         or specific action of its board of directors, or contract.

Section 55-8-57.  Additional Indemnification and Insurance.

    (a)  In addition to and separate and apart from the
    indemnification provided for in G.S. 55-8-51, 55-8-52, 55-8-54,
    55-8-55 and 55-8-56, a corporation may in its articles of
    incorporation or bylaws or by contract or resolution indemnify
    or agree to indemnify any one or more of its directors,
    officers, employees, or agents against liability and expenses
    in any proceeding (including without limitation a proceeding
    brought by or on behalf of the corporation itself) arising out
    of their status as such or their activities in any of the
                              
<PAGE>

    foregoing capacities; provided, however, that a corporation may
    not indemnify or agree to indemnify a person against liability 
    or expenses he may incur on account of his activities which were
    at the time taken known or believed by him to be clearly in 
    conflict with the best interests of the corporation.  A corporation
    may likewise and to the same extent indemnify or agree to indemnify
    any person who, at the request of the corporation, is or was serving
    as a director, officer, partner, trustee, employee, or agent of
    another foreign or domestic corporation, partnership, joint venture,
    trust or other enterprise or as a trustee or administrator under an
    employee benefit plan.  Any provision in any articles of incorporation,
    bylaw, contract, or resolution permitted under this section may include
    provisions for recovery from the corporation of reasonable costs,
    expenses, and attorneys' fees in connection with the enforcement
    of rights to indemnification granted therein and may further include
    provisions establishing reasonable procedures for determining and
    enforcing the rights granted therein.

    (b)  The authorization, adoption, approval, or favorable
    recommendation by the board of directors of a public
    corporation of any provision in any articles of incorporation,
    bylaw, contract or resolution, as permitted in this section,
    shall not be deemed an act or corporate transaction in which a
    director has a conflict of interest, and no such articles of
    incorporation or bylaw provision or contract or resolution
    shall be void or voidable on such grounds.  The authorization,
    adoption, approval, or favorable recommendation by the board of
    directors of a nonpublic corporation of any provision in any
    articles of incorporation, bylaw, contract or resolution, as
    permitted in this section, which occurred prior to July 1,
    1990, shall not be deemed an act or corporate transaction in
    which a director has a conflict of interest, and no such
    articles of incorporation, bylaw provision, contract or
    resolution shall be void or voidable on such grounds.  Except
    as permitted in G.S. 55-8-31, no such bylaw, contract, or
    resolution not adopted, authorized, approved or ratified by
    shareholders shall be effective as to claims made or
    liabilities asserted against any director prior to its
    adoption, authorization, or approval by the board of directors.

    (c)  A corporation may purchase and maintain insurance on
    behalf of an individual who is or was a director, officer,
    employee, or agent of the corporation, or who, while a
    director, officer, employee, or agent of the corporation, is or
    was serving at the request of the corporation as a director,
    officer, partner, trustee, employee, or agent of another
    foreign or domestic corporation, partnership, joint venture,
    trust, employee benefit plan, or other enterprise, against
    liability asserted against or incurred by him in that 

<PAGE>

    capacity or arising from his status as a director, officer,
    employee, or agent, whether or not the corporation would have
    power to indemnify him against the same liability under any
    provision of this Chapter.

Section 55-8-58.  Application of Part.

    (a)  If articles of incorporation limit indemnification or
    advance for expenses, indemnification and advance for expenses
    are valid only to the extent consistent with the articles.

    (b)  This Part does not limit a corporation's power to pay or
    reimburse expenses incurred by a director in connection with
    his appearance as a witness in a proceeding at a time when he
    has not been made a named defendant or respondent to the
    proceeding.

    (c)  This Part shall not affect rights or liabilities arising
    out of acts or omissions occurring before July 1, 1990.

Item 7.  Exemption from Registration Claimed.

    Not Applicable.

Item 8.  Exhibits

    The Exhibits to this Form S-8 are listed in the accompanying
Index to Exhibits.


Item 9.  Undertakings.

    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, represent a fundamental
    change in the information set forth in the Registration
    Statement;

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

<PAGE>

         Provided, however, that paragraphs (1)(i) and (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.

    The undersigned Registrant hereby undertakes that, for the
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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

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

<PAGE>

                             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 Greensboro, State of North Carolina, on May 4, 1994.

                             VANGUARD CELLULAR SYSTEMS, INC.


                             By: /s/Haynes G. Griffin           
                                  Haynes G. Griffin, President
                                  and Chief Executive Officer

                          POWER OF ATTORNEY

    Each officer or director whose signature appears below hereby
appoints Haynes G. Griffin and Stuart S. Richardson, or either of
them, his true and lawful attorney-in-fact to sign on his behalf
as an individual and in the capacity stated below, any amendment
or post-effective amendment to this Registration Statement which
said attorney-in-fact may deem appropriate or necessary.

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

<TABLE>
<S>                         <C>                           <C>
         Signature                 Title                      Date

/s/Stuart S. Richardson      Chairman of the Board         May 4, 1994
Stuart S. Richardson           of Directors

/s/Haynes G. Griffin         President, Chief              May 4, 1994
Haynes G. Griffin              Executive Officer
                               and Director

/s/L. Richardson Preyer, Jr. Vice Chairman of the          May 4, 1994
L. Richardson Preyer, Jr.      Board of Directors

/s/Stephen L. Holcombe       Chief Financial Officer       May 4, 1994
Stephen L. Holcombe            (principal accounting 
                               and principal financial
                               officer)

/s/Doris R. Bray             Director                      May 4, 1994
Doris R. Bray   

/s/Robert M. DeMichele       Director                      May 4, 1994
Robert M. DeMichele

/s/John F. Dille, Jr.        Director                      May 4, 1994
John F. Dille, Jr.


<PAGE>

/s/Stephen R. Leeolou        Director                      May 4, 1994
Stephen R. Leeolou

/s/L. Richardson Preyer, Sr. Director                      May 4, 1994
L. Richardson Preyer, Sr.

/s/Robert A. Silverberg      Director                      May 4, 1994
Robert A. Silverberg
</TABLE>

<PAGE>



                              EXHIBITS

<PAGE>
                                  
                          Index to Exhibits


Exhibit                                              Sequential
  No.                        Description              Page No. 

*4(a)         Charter of the Registrant, filed as
              Exhibit 3(a) to the Registrant's
              Registration Statement on Form S-1
              (File No. 33-18067).

*4(b)         Articles of Amendment to the
              Charter of the Registrant dated May
              12, 1989, filed as Exhibit 3(b) to
              the Registrant's Registration
              Statement on Form S-4 (File No.
              33-35054).

*4(c)(1)      Amended and Restated Bylaws of the
              Registrant, filed as Exhibit 4(b)
              to the Registrant's Form 10-Q for
              the quarter ended September 30,
              1990.

*4(c)(2)      Amendment to the Bylaws adopted
              September 11, 1991, filed as
              Exhibit 4(c)(2) to the amendment on
              Form 8 dated September 27, 1991 to
              the Registrant's Form 10-Q report
              for the quarter ended June 30,
              1991.

*4(d)         Specimen Common Stock Certificate
              filed as Exhibit 4(a) to the
              Registrant's Registration Statement
              on Form S-1 (No. 33-18067).

*4(e)(1)      Loan Agreement between the
              Registrant and various lenders led
              by The Bank of New York and The
              Toronto-Dominion Bank as agents,
              dated as of April 21, 1993, filed
              as Exhibit 2(a) to the Registrant's
              Current Report on Form 8-K dated as
              of April 21, 1993.

*4(e)(2)      Security Agreement between the
              Registrant and various lenders led 

<PAGE>

              by The Bank of New York and The
              Toronto-Dominion Bank, as Secured
              Party, dated as of April 21, 1993,
              filed as Exhibit 2(b) to the
              Registrant's Current Report on 
              Form 8-K dated as of April 21,
              1993.

*4(e)(3)      Master Subsidiary Security
              Agreement between the Registrant,
              certain of its subsidiaries and
              various lenders led by The Bank of
              New York and The Toronto-Dominion
              Bank, as Secured Party, dated as of
              April 21, 1993 filed as Exhibit
              2(c) to the Registrant's Current
              Report on Form 8-K as of April 21,
              1993.

*4(e)(4)      Amendment No. 1 dated as of January
              31, 1994 to the Loan Agreement
              among Registrant and various
              lenders led by The Bank of New York
              and The Toronto-Dominion Bank, as
              managing agents, filed as Exhibit 8
              to Amendment 1 of Schedule 13D
              dated February 23, 1994 with
              respect to the common stock of
              Geotek Communications, Inc.

5             Opinion of Messrs. Schell Bray
              Aycock Abel & Livingston.

24(a)         Consent of Arthur Andersen & Co.

24(b)         The consent of Messrs. Schell Bray
              Aycock Abel & Livingston L.L.P. is
              contained in their opinion filed as
              Exhibit 5.

99(a)         1994 Long-Term Incentive Plan of
              the Registrant.


                     

*   Incorporated by reference to the statement or
    report indicated.



<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 37669}]
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SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.
                                20549

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

                   VANGUARD CELLULAR SYSTEMS, INC.         
       (Exact name of registrant as specified in its charter)

   North Carolina                             56-1549590      
(State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)           Identification No.)

                                  
                 2002 Pisgah Church Road, Suite 300
                  Greensboro, North Carolina  27455          
     (Address of Principal Executive Offices)     (Zip Code)

                   VANGUARD CELLULAR SYSTEMS, INC.
                    1994 LONG-TERM INCENTIVE PLAN
                      (Full title of the plan)

                RICHARD C. ROWLENSON, GENERAL COUNSEL
                   Vanguard Cellular Systems, Inc.
                 2002 Pisgah Church Road, Suite 300
                  Greensboro, North Carolina  27455  
               (Name and address of agent for service)

                             (910) 282-3690                      
    (Telephone number, including area code, of agent for service)

                   CALCULATION OF REGISTRATION FEE
Proposed       Proposed
Title of                     Maximum        Maximum
Securities                   Offering       Aggregate
to be         Amount to be   Price          Offering       Amount of
registered    Registered     Per Share*     Price*         Registration Fee

Class A
Common Stock,
par value
$.01 per      2,000,000      $33.75         $67,500,000    $23,275.86*
share         shares
*Pursuant to Rule 457(h), the average of the high and low
price of the Class A Common Stock as reported on NASDAQ's National
Market System on May 4, 1994 has been used to calculate the amount
of the registration fee.
This Registration Statement on Form S-8 covers 2,000,000 shares
of the Class A Common Stock, par value $.01 per share, (the "Common
Stock") of Vanguard Cellular Systems, Inc. (the "Registrant") issuable 
upon exercise of options to be granted under the Registrant's 1994 
Long-Term Incentive Plan (the "Plan").

                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The Registrant is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission.  The following documents have
previously been filed by the Registrant with the Commission and are
incorporated herein by reference as of their respective dates: 

         a)   the Annual Report on Form 10-K of Vanguard Cellular
         Systems, Inc. for the fiscal year ended December 31, 1993
         (dated March 30, 1994).

         b)   the description of the Registrant's Common Stock
         included under the heading "Description of Capital Stock"
         in the Registrant's Registration Statement on Form S-4
         (File No. 33-35054), as amended by Post-Effective
         Amendment No. 2 dated June 13, 1991, filed with the
         Securities and Exchange Commission. 

    All documents that are hereafter filed by the Registrant
pursuant to Sections 13, 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
shares of the Common Stock issuable pursuant to the Plan have been
issued or which deregisters any shares then remaining unissued,
shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

    Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

    Legal matters in connection with the securities registered
hereunder are being passed upon for the Registrant by Messrs.
Schell Bray Aycock Abel & Livingston L.L.P., Renaissance Plaza, 230
North Elm Street, Suite 1500, Greensboro, North Carolina  27401.
Item 6.  Indemnification of Directors and Officers.

    Article VIII of the Company's Bylaws provides:

                            "ARTICLE VIII

                           Indemnification

    1.  Extent.  In addition to the indemnification otherwise
provided by law, the corporation shall indemnify and hold harmless
its directors and Indemnified Officers (as hereinafter defined)
against all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status as directors or
officers or their activities in any of such capacities or in any
capacity in which any of them is or was serving, at the
corporation's request, in another corporation, partnership, joint
venture, trust or other enterprise, and the corporation shall
indemnify and hold harmless those persons who are officers,
directors or employees and are deemed to be fiduciaries of the
corporation's present and future employee pension and welfare
benefit plans as defined under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA fiduciaries"), against all
liability and litigation expense, including reasonable attorneys'
fees, arising out of their status or activities as ERISA
fiduciaries; provided, however, that the corporation shall not
indemnify a director or Indemnified Officer against liability or
litigation expense that he may incur on account of his activities
that at the time taken were known or reasonably should have been
known by him to be clearly in conflict with the best interests of
the corporation, and the corporation shall not indemnify an ERISA
fiduciary against any liability or litigation expense that he may
incur on account of his activities that at the time taken were
known or reasonably should have been known by him to be clearly in
conflict with the best interests of the employee benefit plan to
which the activities relate.  The corporation shall also indemnify
the director, Indemnified Officer or ERISA fiduciary for reasonable
costs, expenses and attorneys' fees in connection with the
enforcement of rights to indemnification granted herein, if it is
determined in accordance with Section 2 of this Article that the
director, officer or ERISA fiduciary is entitled to indemnification
hereunder.

    2.  Determination.  Any indemnification under Section 1 shall
be paid by the corporation in any specific case only after a
determination that the director, Indemnified Officer or ERISA
fiduciary did not act in a manner, at the time the activities were
taken, that was known or reasonably should have been known by him
to be clearly in conflict with the best interests of the
corporation, or the employee benefit plan to which the activities
relate, as the case may be.  Such determination shall be made
(a)\by the affirmative vote of a majority (but not less than two)
of directors who are or were not parties to such action, suit or
proceeding or against whom any such claim is asserted
("disinterested directors") even though less than a quorum, or
(b)\if a majority (but not less than two) of disinterested
directors so direct, by independent legal counsel in a written
opinion, or (c)\if there are less than two disinterested directors,
by the affirmative vote of all of the directors, or (d)\by the vote
of a majority of all of the voting shares other than those owned or
controlled by directors, officers or ERISA fiduciaries who were
parties to such action, suit or proceeding or against whom such
claim is asserted, or by a unanimous vote of all of the voting
shares, or (e)\by a court of competent jurisdiction.

    3.  Advanced Expenses.  Expenses incurred by a director,
Indemnified Officer or ERISA fiduciary in defending a civil or
criminal claim, action, suit or proceeding may, upon approval of a
majority (but not less than two) of the disinterested directors,
even though less than a quorum, or, if there are less than two
disinterested directors, upon unanimous approval of the Board of
Directors, be paid by the corporation in advance of the final
disposition of such claim, action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, Indemnified
Officer or ERISA fiduciary to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified
against such expenses by the corporation.

    4.  Corporation.  For purposes of this Article, references to
directors, officers, or ERISA fiduciaries of the "corporation"
shall be deemed to include directors, officers and ERISA
fiduciaries of Vanguard Cellular Systems, Inc., its subsidiaries,
and all constituent corporations absorbed into Vanguard Cellular
Systems, Inc. or any of its subsidiaries by a consolidation or
merger.

    5.  Indemnified Officer.  For purposes of this Article,
"Indemnified Officer" shall mean all officers of the corporation
who are elected by the Board of Directors.

    6.  Reliance and Consideration.  Any director, Indemnified
Officer, or ERISA fiduciary who at any time after the adoption of
this Bylaw serves or has served in any of the aforesaid capacities
for or on behalf of the corporation shall be deemed to be doing or
to have done so in reliance upon, and as consideration for, the
right of indemnification provided herein.  Such right shall inure
to the benefit of the legal representatives of any such person and
shall not be exclusive of any other rights to which such person may
be entitled apart from the provision of this Bylaw.  No amendment,
modification or repeal of this Article VIII shall adversely affect
the right of any director, Indemnified Officer or ERISA fiduciary
to indemnification hereunder with respect to any activities
occurring prior to the time of such amendment, modification or
repeal.
7.  Insurance.  The corporation may purchase and maintain
insurance on behalf of its directors, officers, employees and
agents and those persons who were serving at the request of the
corporation as a director, officer, partner or trustee of, or in
some other capacity in, another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of this Article or otherwise.  Any full or partial
payment made by an insurance company under any insurance policy
covering any director, officer, employee or agent made to or on
behalf of a person entitled to indemnification under this Article
shall relieve the corporation of its liability for indemnification
provided for in this Article or otherwise to the extent of such
payment, and no insurer shall have a right of subrogation against
the corporation with respect to such payment."

    The North Carolina General Statutes contain provisions
prescribing the extent to which directors and officers shall or may
be indemnified.  These statutory provisions are set forth below:

                 CH. 55 N.C. BUSINESS CORPORATION ACT

                      Part 5.  Indemnification.

Section 55-8-50.  Policy Statement and Definitions.

    (a)  It is the public policy of this State to enable
    corporations organized under this Chapter to attract and
    maintain responsible, qualified directors, officers, employees
    and agents, and, to that end, to permit corporations organized
    under this Chapter to allocate the risk of personal liability
    of directors, officers, employees and agents through
    indemnification and insurance as authorized in this Part.

    (b)  Definitions in this Part:

         (1)  "Corporation" includes any domestic or foreign
              predecessor entity of a corporation in a merger or
              other transaction in which the predecessor's
              existence ceased upon consummation of the
              transaction.
         (2)  "Director" means an individual who is or was a
              director of a corporation or an individual who, while
              a director of a corporation, is or was serving at the
              corporation's request as a director, officer,
              partner, trustee, employee, or agent of another
              foreign or domestic corporation, partnership, joint
              venture, trust, employee benefit plan, or other
enterprise.  A director is considered to be serving 
              an employee benefit plan at the corporation's request 
              if his duties to the corporation also impose duties on, 
              or otherwise involve services by, him to the plan or 
              to participants in or beneficiaries of the plan.  
              "Director" includes, unless the context requires 
              otherwise, the estate or personal representative of a 
              director.
         (3)  "Expenses" means expenses of every kind incurred in
              defending a proceeding, including counsel fees.
         (4)  "Liability" means the obligation to pay a judgment,
              settlement, penalty, fine (including an excise tax
              assessed with respect to an employee benefit plan),
              or reasonable expenses incurred with respect to a
              proceeding.
      (4)(a)  "Officer", "employee", or "agent" includes, unless
              the context requires otherwise, the estate or
              personal representative of a person who acted in that
              capacity.
         (4)  "Liability" means the obligation to pay a judgment,
              settlement, penalty, fine (including an excise tax
              assessed with respect to an employee benefit plan),
              or reasonable expenses incurred with respect to a
              proceeding.
         (5)  "Official capacity" means:  (i) when used with
              respect to a director, the office of director in a
              corporation; and (ii) when used with respect to an
              individual other than a director, as contemplated in
              G.S. 55-8-56, the office in a corporation held by the
              officer or the employment or agency relationship
              undertaken by the employee or agent on behalf of the
              corporation.  "Official capacity" does not include
              service for an other foreign or domestic corporation
              or any partnership, joint venture, trust, employee
              benefit plan, or other enterprise.
         (6)  "Party" includes an individual who was, is, or is
              threatened to be made a named defendant or respondent
              in a proceeding.
         (7)  "Proceeding" means any threatened, pending, or
              completed action, suit, or proceeding, whether civil,
              criminal, administrative, or investigative and
              whether formal or informal.

Section 55-8-51.  Authority to Indemnify.

    (a)  Except as provided in subsection (d), a corporation may
    indemnify an individual made a party to a proceeding because he
    is or was a director against liability incurred in the
    proceeding if:

         (1)  He conducted himself in good faith; and

         (2)  He reasonably believed (i) in the case of conduct in
              his official capacity with the corporation, that his
              conduct was in its best interests; and (ii) in all
              other cases, that his conduct was at least not
              opposed to its best interests; and
(3)  In the case of any criminal proceeding, he had no
              reasonable cause to believe his conduct was unlawful.

    (b)  A director's conduct with respect to an employee benefit
    plan for a purpose he reasonably believed to be in the
    interests of the participants in and beneficiaries of the plan
    is conduct that satisfies the requirement of subsection
    (a)(2)(ii).

    (c)  The termination of a proceeding by judgment, order,
    settlement, conviction, or upon a plea of no contest or its
    equivalent is not, of itself, determinative that the director
    did not meet the standard of conduct described in this section.

    (d)  A corporation may not indemnify a director under this
         section:

         (1)  In connection with a proceeding by or in the right of
              the corporation in which the director was adjudged
              liable to the corporation; or
         (2)  In connection with any other proceeding charging
              improper personal benefit to him, whether or not
              involving action in his official capacity, in which
              he was adjudged liable on the basis that personal
              benefit was improperly received by him.

    (e)  Indemnification permitted under this section in connection
    with a proceeding by or in the right of the corporation that is
    concluded without a final adjudication on the issue of
    liability is limited to reasonable expenses incurred in
    connection with the proceeding.

    (f)  The authorization, approval or favorable recommendation by
    the board of directors of a corporation of indemnification, as
    permitted by this section, shall not be deemed an act or
    corporate transaction in which a director has a conflict of
    interest, and no such indemnification shall be void or voidable
    on such ground.

Section 55-8-52.  Mandatory Indemnification.

    Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a
party because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the
proceeding.

Section 55-8-53.  Advance For Expenses.

    Expenses incurred by a director in defending a proceeding may
be paid by the corporation in advance of the final disposition of
such proceeding as authorized by the board of directors in the
specific case or as authorized or required under any provision in
the articles of incorporation or bylaws or by any applicable
resolution or contract upon receipt of an undertaking by or on
behalf of the director to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the corporation against such expenses.

Section 55-8-54.  Court-ordered Indemnification.

    Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a
proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction.  On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines:

         (1)  The director is entitled to mandatory indemnification
              under G.S. 55-8-52, in which case the court shall
              also order the corporation to pay the director's
              reasonable expenses incurred to obtain court-ordered
              indemnification; or
         (2)  The director is fairly and reasonably entitled to
              indemnification in view of all the relevant
              circumstances, whether or not he met the standard of
              conduct set forth in G.S. 55-8-51 or was adjudged
              liable as described in G.S. 55-8-51(d), but if he was
              adjudged so liable his indemnification is limited to
              reasonable expenses incurred.

Section 55-8-55.  Determination and Authorization of Indemnification.

    (a)  A corporation may not indemnify a director under G.S.
    55-8-51 unless authorized in the specific case after a
    determination has been made that indemnification of the
    director is permissible in the circumstances because he has met
    the standard of conduct set forth in G.S. 55-8-51.

    (b)  The determination shall be made:

         (1)  By the board of directors by majority vote of a
              quorum consisting of directors not at the time
              parties to the proceeding;
         (2)  If a quorum cannot be obtained under subdivision (1),
              by majority vote of a committee duly designated by
              the board of directors (in which designation
              directors who are parties may participate), 
              consisting solely of two or more directors not at the
              time parties to the proceeding;
         (3)  By special legal counsel (i) selected by the board of
              directors or its committee in the manner
prescribed in subdivision (1) or (2); or (ii) if a 
              quorum of the board of directors cannot be obtained 
              under subdivision (1) and a committee cannot be 
              designated under subdivision (2), selected by majority 
              vote of the full board of directors (in which selection 
              directors who are parties may participate); or
         (4)  By the shareholders, but shares owned by or voted
              under the control of directors who are at the time
              parties to the proceeding may not be voted on the
              determination.

    (c)  Authorization of indemnification and evaluation as to
    reasonableness of expenses shall be made in the same manner as
    the determination that indemnification is permissible, except
    that if the determination is made by special legal counsel,
    authorization of indemnification and evaluation as to
    reasonableness of expenses shall be made by those entitled
    under subsection (b)(3) to select counsel.

Section 55-8-56.  Indemnification of Officers, Employees, and Agents.

    Unless a corporation's articles of incorporation provide
otherwise:

    (1)  An officer of the corporation is entitled to mandatory
         indemnification under G.S. 55-8-52, and is entitled to
         apply for court-ordered indemnification under G.S.
         55-8-54, in each case to the same extent as a director.

    (2)  The corporation may indemnify and advance expenses under
         this Part to an officer, employee, or agent of the
         corporation to the same extent as to a director; and

    (3)  A corporation may also indemnify and advance expenses to
         an officer, employee, or agent who is not a director to
         the extent, consistent with public policy, that may be
         provided by its articles of incorporation, bylaws, general
         or specific action of its board of directors, or contract.

Section 55-8-57.  Additional Indemnification and Insurance.

    (a)  In addition to and separate and apart from the
    indemnification provided for in G.S. 55-8-51, 55-8-52, 55-8-54,
    55-8-55 and 55-8-56, a corporation may in its articles of
    incorporation or bylaws or by contract or resolution indemnify
    or agree to indemnify any one or more of its directors,
    officers, employees, or agents against liability and expenses
    in any proceeding (including without limitation a proceeding
    brought by or on behalf of the corporation itself) arising out
    of their status as such or their activities in any of the
foregoing capacities; provided, however, that a corporation may
    not indemnify or agree to indemnify a person against liability 
    or expenses he may incur on account of his activities which were
    at the time taken known or believed by him to be clearly in 
    conflict with the best interests of the corporation.  A corporation
    may likewise and to the same extent indemnify or agree to indemnify
    any person who, at the request of the corporation, is or was serving
    as a director, officer, partner, trustee, employee, or agent of
    another foreign or domestic corporation, partnership, joint venture,
    trust or other enterprise or as a trustee or administrator under an
    employee benefit plan.  Any provision in any articles of incorporation,
    bylaw, contract, or resolution permitted under this section may include
    provisions for recovery from the corporation of reasonable costs,
    expenses, and attorneys' fees in connection with the enforcement
    of rights to indemnification granted therein and may further include
    provisions establishing reasonable procedures for determining and
    enforcing the rights granted therein.

    (b)  The authorization, adoption, approval, or favorable
    recommendation by the board of directors of a public
    corporation of any provision in any articles of incorporation,
    bylaw, contract or resolution, as permitted in this section,
    shall not be deemed an act or corporate transaction in which a
    director has a conflict of interest, and no such articles of
    incorporation or bylaw provision or contract or resolution
    shall be void or voidable on such grounds.  The authorization,
    adoption, approval, or favorable recommendation by the board of
    directors of a nonpublic corporation of any provision in any
    articles of incorporation, bylaw, contract or resolution, as
    permitted in this section, which occurred prior to July 1,
    1990, shall not be deemed an act or corporate transaction in
    which a director has a conflict of interest, and no such
    articles of incorporation, bylaw provision, contract or
    resolution shall be void or voidable on such grounds.  Except
    as permitted in G.S. 55-8-31, no such bylaw, contract, or
    resolution not adopted, authorized, approved or ratified by
    shareholders shall be effective as to claims made or
    liabilities asserted against any director prior to its
    adoption, authorization, or approval by the board of directors.

    (c)  A corporation may purchase and maintain insurance on
    behalf of an individual who is or was a director, officer,
    employee, or agent of the corporation, or who, while a
    director, officer, employee, or agent of the corporation, is or
    was serving at the request of the corporation as a director,
    officer, partner, trustee, employee, or agent of another
    foreign or domestic corporation, partnership, joint venture,
    trust, employee benefit plan, or other enterprise, against
    liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer,
    employee, or agent, whether or not the corporation would have
    power to indemnify him against the same liability under any
    provision of this Chapter.

Section 55-8-58.  Application of Part.

    (a)  If articles of incorporation limit indemnification or
    advance for expenses, indemnification and advance for expenses
    are valid only to the extent consistent with the articles.

    (b)  This Part does not limit a corporation's power to pay or
    reimburse expenses incurred by a director in connection with
    his appearance as a witness in a proceeding at a time when he
    has not been made a named defendant or respondent to the
    proceeding.

    (c)  This Part shall not affect rights or liabilities arising
    out of acts or omissions occurring before July 1, 1990.

Item 7.  Exemption from Registration Claimed.

    Not Applicable.

Item 8.  Exhibits

    The Exhibits to this Form S-8 are listed in the accompanying
Index to Exhibits.

Item 9.  Undertakings.

    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, represent a fundamental
    change in the information set forth in the Registration
    Statement;

         (iii)  To include any material information with respect to
    the plan of distribution not previously disclosed in the
    Registration Statement or any material change in such
    information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (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.

    The undersigned Registrant hereby undertakes that, for the
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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 Greensboro, State of North Carolina, on May 4, 1994.

                             VANGUARD CELLULAR SYSTEMS, INC.

                             By: /s/Haynes G. Griffin           
                                  Haynes G. Griffin, President
                                  and Chief Executive Officer

                          POWER OF ATTORNEY

    Each officer or director whose signature appears below hereby
appoints Haynes G. Griffin and Stuart S. Richardson, or either of
them, his true and lawful attorney-in-fact to sign on his behalf
as an individual and in the capacity stated below, any amendment
or post-effective amendment to this Registration Statement which
said attorney-in-fact may deem appropriate or necessary.

    Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature                 Title                      Date

/s/Stuart S. Richardson      Chairman of the Board         May 4, 1994
Stuart S. Richardson           of Directors

/s/Haynes G. Griffin         President, Chief              May 4, 1994
Haynes G. Griffin              Executive Officer
                               and Director

/s/L. Richardson Preyer, Jr. Vice Chairman of the          May 4, 1994
L. Richardson Preyer, Jr.      Board of Directors

/s/Stephen L. Holcombe       Chief Financial Officer       May 4, 1994
Stephen L. Holcombe            (principal accounting 
                               and principal financial
                               officer)

/s/Doris R. Bray             Director                      May 4, 1994
Doris R. Bray   

/s/Robert M. DeMichele       Director                      May 4, 1994
Robert M. DeMichele

/s/John F. Dille, Jr.        Director                      May 4, 1994
John F. Dille, Jr.
/s/Stephen R. Leeolou        Director                      May 4, 1994
Stephen R. Leeolou

/s/L. Richardson Preyer, Sr. Director                      May 4, 1994
L. Richardson Preyer, Sr.

/s/Robert A. Silverberg      Director                      May 4, 1994
Robert A. Silverberg
EXHIBITS
Index to Exhibits

Exhibit                                              Sequential
  No.                        Description              Page No. 

*4(a)         Charter of the Registrant, filed as
              Exhibit 3(a) to the Registrant's
              Registration Statement on Form S-1
              (File No. 33-18067).

*4(b)         Articles of Amendment to the
              Charter of the Registrant dated May
              12, 1989, filed as Exhibit 3(b) to
              the Registrant's Registration
              Statement on Form S-4 (File No.
              33-35054).

*4(c)(1)      Amended and Restated Bylaws of the
              Registrant, filed as Exhibit 4(b)
              to the Registrant's Form 10-Q for
              the quarter ended September 30,
              1990.

*4(c)(2)      Amendment to the Bylaws adopted
              September 11, 1991, filed as
              Exhibit 4(c)(2) to the amendment on
              Form 8 dated September 27, 1991 to
              the Registrant's Form 10-Q report
              for the quarter ended June 30,
              1991.

*4(d)         Specimen Common Stock Certificate
              filed as Exhibit 4(a) to the
              Registrant's Registration Statement
              on Form S-1 (No. 33-18067).

*4(e)(1)      Loan Agreement between the
              Registrant and various lenders led
              by The Bank of New York and The
              Toronto-Dominion Bank as agents,
              dated as of April 21, 1993, filed
              as Exhibit 2(a) to the Registrant's
              Current Report on Form 8-K dated as
              of April 21, 1993.

*4(e)(2)      Security Agreement between the
              Registrant and various lenders led
by The Bank of New York and The
              Toronto-Dominion Bank, as Secured
              Party, dated as of April 21, 1993,
              filed as Exhibit 2(b) to the
              Registrant's Current Report on 
              Form 8-K dated as of April 21,
              1993.

*4(e)(3)      Master Subsidiary Security
              Agreement between the Registrant,
              certain of its subsidiaries and
              various lenders led by The Bank of
              New York and The Toronto-Dominion
              Bank, as Secured Party, dated as of
              April 21, 1993 filed as Exhibit
              2(c) to the Registrant's Current
              Report on Form 8-K as of April 21,
              1993.

*4(e)(4)      Amendment No. 1 dated as of January
              31, 1994 to the Loan Agreement
              among Registrant and various
              lenders led by The Bank of New York
              and The Toronto-Dominion Bank, as
              managing agents, filed as Exhibit 8
              to Amendment 1 of Schedule 13D
              dated February 23, 1994 with
              respect to the common stock of
              Geotek Communications, Inc.

5             Opinion of Messrs. Schell Bray
              Aycock Abel & Livingston.

24(a)         Consent of Arthur Andersen & Co.

24(b)         The consent of Messrs. Schell Bray
              Aycock Abel & Livingston L.L.P. is
              contained in their opinion filed as
              Exhibit 5.

99(a)         1994 Long-Term Incentive Plan of
              the Registrant.

                     

*   Incorporated by reference to the statement or
    report indicated.