As filed with the Securities and Exchange Commission on December 1, 1995
                                       Registration No.
=============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549



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


                               C-TEC CORPORATION
            (Exact name of registrant as specified in its charter)

           Pennsylvania                                23-2093008
 (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                   Identification No.)

                            105 Carnegie Center
                        Princeton, New Jersey 08540
       (Address of principal executive offices, including zip code)

                              ----------------

                              C-TEC CORPORATION
                             EXECUTIVE ONE-FOR-ONE
                              STOCK PURCHASE PLAN
                           (Full title of the plan)


                           RAYMOND B. OSTROSKI, ESQ.
                 Executive Vice President and General Counsel
                               C-TEC Corporation
                              105 Carnegie Center
                          Princeton, New Jersey 08540
                    (Name and address of agent for service)

                                (609) 734-3700
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================
                                                                 Proposed              Proposed
                                                                  Maximum              Maximum            Amount of
                                           Amount to be          Offering              Aggregate         Registration
 Title of Securities to be Registered      Registered*       Price Per Share**      Offering Price**         Fee
- ---------------------------------------    ------------      -----------------      ----------------     --------------
<S>                                        <C>               <C>                    <C>                  <C>
Common Stock, par value
  $1.00 per share......................        400,000           $27.00               $10,800,000            $3,725.00
=======================================================================================================================
<FN>
*  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
   amended, this Registration Statement covers an indeterminate number of
   additional shares which may be offered to prevent dilution resulting from
   stock splits, stock dividends or similar transactions.

** Estimated pursuant to Rule 457 of the General Rules and Regulations under
   the Securities Act of 1933, as amended, solely for the purpose of computing
   the registration fee, based on the average of the high and low sales prices
   of the securities being registered hereby on the NASDAQ Stock Exchange
   Composite Tape on November 30, 1995.
</TABLE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

   The registrant, C-TEC Corporation, a Pennsylvania corporation (the
"Company" or the "Registrant"), incorporates by reference in this registration
statement (the "Registration Statement") the following documents which have
been filed with Securities and Exchange Commission:

      (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
   December 31, 1994.

      (b)  All other reports filed by the Company pursuant to Section 13(a) or
   15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
   Act"), since December 31, 1994.

      (c)  The description of the Company's Common Stock, par value $1.00
   per share (the "Common Stock"), contained in the Company's Current
   Report on Form 8-K/A, dated November 21, 1995, filed pursuant to Section
   13 or 15(d) of the Exchange Act, and all amendments thereto or reports
   filed for the purpose of updating such description.

   All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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 incorporated by reference herein and be a part of this Registration
Statement from the date of filing such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.
         -------------------------

   Not Applicable.

Item 5.  Interest of Named Experts and Counsel.
         -------------------------------------

   Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

   Reference is made to Sections 1741 and 1742 of the 1988 Business
Corporation Law of the Commonwealth of Pennsylvania, which provide for
indemnification of directors and officers in certain circumstances.  In
addition, Article IV of the By-Laws of the Company provides that, except as
prohibited by law, any director or officer of the Company is entitled to be
indemnified in any action or proceeding in which he or she may be involved by
virtue of holding such position.

   In addition, the Company maintains a directors' and officers' liability
insurance policy.

   For the undertaking with respect to indemnification, see Item 9 herein.

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

   Not Applicable.

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

      4.1  Articles of Incorporation of the Registrant as amended and restated
           on April 24, 1986 and as further amended on November 25, 1991
           (incorporated herein by reference to Exhibit 3(a) to the Company's
           Annual Report on Form 10-K for the fiscal year ended December 31,
           1994).

      4.2  By-Laws of the Registrant, as amended through October 28, 1993
           (incorporated herein by reference to Exhibit 3(b) to the Company's
           Annual Report on Form 10-K for the fiscal year ended December 31,
           1994).

      5    Opinion of Raymond B. Ostroski.

      10   Form of C-TEC Corporation Executive One-for-One Stock Purchase Plan.

      23.1 Consent of Coopers & Lybrand L.L.P., independent public
           accountants.

      23.2 Consent of Raymond B. Ostroski (included in Exhibit 5).

      24   Power of attorney.


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, as amended (the "Securities Act");

      (ii) to reflect in the prospectus any facts or events arising after the
   effective date of the Registration Statement (or the most recent
   post-effective amendment thereof) which, individually or in the aggregate,
   represent a fundamental change in the information set forth in the
   Registration Statement; and

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

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

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

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

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

   (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
its nature is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.



                                  SIGNATURES

   Pursuant to the requirement of the Securities Act, 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 Wilkes-Barre, Commonwealth of Pennsylvania, on
December 1, 1995.

                                        C-TEC CORPORATION


                                        By: /s/ Raymond B. Ostroski
                                            ---------------------------
                                            Name:   Raymond B. Ostroski
                                            Title:  Attorney-in-Fact



                                   FORM S-8
                               C-TEC CORPORATION
                             EXECUTIVE ONE-FOR-ONE
                              STOCK PURCHASE PLAN

                                EXHIBIT INDEX

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

  4.1          Articles of Incorporation of the Registrant as amended and
               restated on April 24, 1986 and as further amended on
               November 25, 1991.  (Incorporated herein by reference to
               Exhibit 3(a) to the Company's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1994).

  4.2          By-Laws of the Registrant, as amended through October 28,
               1993.  (Incorporated herein by reference to Exhibit 3(b) to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994).

  5            Opinion of Raymond B. Ostroski.

 10            Form of C-TEC Corporation Executive One-for-One Stock Purchase
               Plan.

 23.1          Consent of Coopers & Lybrand  L.L.P., independent public
               accountants.

 23.2          Consent of Raymond B. Ostroski (included in Exhibit 5).

 24            Powers of attorney for:

                    David C. McCourt, Director,
                    Chairman, and Chief Executive Officer

                    Michael J. Mahoney, President
                      and Chief Operating Officer

                    Richard R. Jaros, Director

                    Robert E. Julian, Director

                    Thomas C. Stortz, Director

                    David C. Mitchell, Director

                    Frank M. Henry, Director

                    Daniel E. Knowles, Director

                    Eugene Roth, Director

                    Stuart E. Graham, Director

                    Walter Scott, Jr., Director

                    James Q. Crowe, Director
_________
(1)  Incorporated by Reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13886}]
{"company-data": {"conformed-name": "C TEC CORP", "cik": "0000310433", "assigned-sic": "4813", "irs-number": "232093008", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64677", "film-number": "95598620"}, "business-address": {"street1": "105 CARNEGIE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6097343700"}, "mail-address": {"street1": "46 PUBLIC SQUARE", "street2": "PO BOX 3000", "city": "WILKES BARRES", "state": "PA", "zip": "18703-3000"}, "former-company": {"former-conformed-name": "COMMONWEALTH TELEPHONE ENTERPRISES INC", "date-changed": "19860501"}}
As filed with the Securities and Exchange Commission on December 1, 1995
                                       Registration No.
=============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

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

                               C-TEC CORPORATION
            (Exact name of registrant as specified in its charter)

           Pennsylvania                                23-2093008
 (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                   Identification No.)

                            105 Carnegie Center
                        Princeton, New Jersey 08540
       (Address of principal executive offices, including zip code)

                              ----------------

                              C-TEC CORPORATION
                             EXECUTIVE ONE-FOR-ONE
                              STOCK PURCHASE PLAN
                           (Full title of the plan)

                           RAYMOND B. OSTROSKI, ESQ.
                 Executive Vice President and General Counsel
                               C-TEC Corporation
                              105 Carnegie Center
                          Princeton, New Jersey 08540
                    (Name and address of agent for service)

                                (609) 734-3700
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                 Proposed              Proposed
                                                                  Maximum              Maximum            Amount of
                                           Amount to be          Offering              Aggregate         Registration
 Title of Securities to be Registered      Registered*       Price Per Share**      Offering Price**         Fee
- ---------------------------------------    ------------      -----------------      ----------------     --------------
Common Stock, par value
  $1.00 per share......................        400,000           $27.00               $10,800,000            $3,725.00
=======================================================================================================================
*  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
   amended, this Registration Statement covers an indeterminate number of
   additional shares which may be offered to prevent dilution resulting from
   stock splits, stock dividends or similar transactions.

** Estimated pursuant to Rule 457 of the General Rules and Regulations under
   the Securities Act of 1933, as amended, solely for the purpose of computing
   the registration fee, based on the average of the high and low sales prices
   of the securities being registered hereby on the NASDAQ Stock Exchange
   Composite Tape on November 30, 1995.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

   The registrant, C-TEC Corporation, a Pennsylvania corporation (the
"Company" or the "Registrant"), incorporates by reference in this registration
statement (the "Registration Statement") the following documents which have
been filed with Securities and Exchange Commission:

      (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
   December 31, 1994.

      (b)  All other reports filed by the Company pursuant to Section 13(a) or
   15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
   Act"), since December 31, 1994.

      (c)  The description of the Company's Common Stock, par value $1.00
   per share (the "Common Stock"), contained in the Company's Current
   Report on Form 8-K/A, dated November 21, 1995, filed pursuant to Section
   13 or 15(d) of the Exchange Act, and all amendments thereto or reports
   filed for the purpose of updating such description.

   All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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 incorporated by reference herein and be a part of this Registration
Statement from the date of filing such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.
         -------------------------

   Not Applicable.

Item 5.  Interest of Named Experts and Counsel.
         -------------------------------------

   Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

   Reference is made to Sections 1741 and 1742 of the 1988 Business
Corporation Law of the Commonwealth of Pennsylvania, which provide for
indemnification of directors and officers in certain circumstances.  In
addition, Article IV of the By-Laws of the Company provides that, except as
prohibited by law, any director or officer of the Company is entitled to be
indemnified in any action or proceeding in which he or she may be involved by
virtue of holding such position.

   In addition, the Company maintains a directors' and officers' liability
insurance policy.

   For the undertaking with respect to indemnification, see Item 9 herein.

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

   Not Applicable.

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

      4.1  Articles of Incorporation of the Registrant as amended and restated
           on April 24, 1986 and as further amended on November 25, 1991
           (incorporated herein by reference to Exhibit 3(a) to the Company's
           Annual Report on Form 10-K for the fiscal year ended December 31,
           1994).

      4.2  By-Laws of the Registrant, as amended through October 28, 1993
           (incorporated herein by reference to Exhibit 3(b) to the Company's
           Annual Report on Form 10-K for the fiscal year ended December 31,
           1994).

      5    Opinion of Raymond B. Ostroski.

      10   Form of C-TEC Corporation Executive One-for-One Stock Purchase Plan.

      23.1 Consent of Coopers & Lybrand L.L.P., independent public
           accountants.

      23.2 Consent of Raymond B. Ostroski (included in Exhibit 5).

      24   Power of attorney.

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, as amended (the "Securities Act");

      (ii) to reflect in the prospectus any facts or events arising after the
   effective date of the Registration Statement (or the most recent
   post-effective amendment thereof) which, individually or in the aggregate,
   represent a fundamental change in the information set forth in the
   Registration Statement; and

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

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

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

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

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

   (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
its nature is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

                                  SIGNATURES

   Pursuant to the requirement of the Securities Act, 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 Wilkes-Barre, Commonwealth of Pennsylvania, on
December 1, 1995.

                                        C-TEC CORPORATION

                                        By: /s/ Raymond B. Ostroski
                                            ---------------------------
                                            Name:   Raymond B. Ostroski
                                            Title:  Attorney-in-Fact

                                   FORM S-8
                               C-TEC CORPORATION
                             EXECUTIVE ONE-FOR-ONE
                              STOCK PURCHASE PLAN

                                EXHIBIT INDEX

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

  4.1          Articles of Incorporation of the Registrant as amended and
               restated on April 24, 1986 and as further amended on
               November 25, 1991.  (Incorporated herein by reference to
               Exhibit 3(a) to the Company's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1994).

  4.2          By-Laws of the Registrant, as amended through October 28,
               1993.  (Incorporated herein by reference to Exhibit 3(b) to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994).

  5            Opinion of Raymond B. Ostroski.

 10            Form of C-TEC Corporation Executive One-for-One Stock Purchase
               Plan.

 23.1          Consent of Coopers & Lybrand  L.L.P., independent public
               accountants.

 23.2          Consent of Raymond B. Ostroski (included in Exhibit 5).

 24            Powers of attorney for:

                    David C. McCourt, Director,
                    Chairman, and Chief Executive Officer

                    Michael J. Mahoney, President
                      and Chief Operating Officer

                    Richard R. Jaros, Director

                    Robert E. Julian, Director

                    Thomas C. Stortz, Director

                    David C. Mitchell, Director

                    Frank M. Henry, Director

                    Daniel E. Knowles, Director

                    Eugene Roth, Director

                    Stuart E. Graham, Director

                    Walter Scott, Jr., Director

                    James Q. Crowe, Director
_________
(1)  Incorporated by Reference.