SECURITIES AND EXCHANGE COMMISSION
            Washington, DC 20549

                 FORM 10-Q/A
              AMENDMENT NO. 1 TO
                 FORM 10-Q

  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
   OF THE SECURITIES AND EXCHANGE ACT OF 1934

For Quarter ended June 30, 1998.

Commission File Number 0-13627.

              CTC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)

 Massachusetts                          04-2731202
(State or other jurisdiction of        (IRS Employer
incorporation or organization)      Identification No.)

360 Second Avenue, Waltham, Massachusetts       02154
(Address of principal executive offices)     (Zip Code)

                   (781) 466-8080
 (Registrant's telephone number including area code)

(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by  section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.      Yes    [X]       No  [ ]

      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the Issuer's
classes of Common Stock, as of the latest practicable date:

As of August 5, 1998, 9,998,535 shares of Common Stock were outstanding.

<PAGE>


In addition to historical information, this Amendment No. 1 to the 
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 
1998 contains forward-looking statements made in good faith by the 
Company pursuant to the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995 including, but not limited 
to, those statements regarding the Company's business plan, future 
profitability, expansion, deployment of facilities, future operations 
and availability of capital and other future plans, events and 
performance and other statements located elsewhere herein.  The 
forward-looking statements contained herein are subject to certain 
risks and uncertainties that could cause actual results to differ 
materially from those reflected in the forward-looking statements.  
Factors that might cause such a difference include, but are not 
limited to, those outlined in Exhibit 99.1 filed with the Company's 
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.  
Readers are cautioned not to place undue reliance on these forward-
looking statements, which reflect management's analysis as of the date 
hereof.  The Company undertakes no obligation to publicly revise these 
forward-looking statements to reflect events or circumstances that 
arise after the date hereof.













                                      2



<PAGE>
                         CTC COMMUNICATIONS CORP.
                                FORM 10-Q/A
                                  INDEX

                                                                     PAGE NO.

Part I                  FINANCIAL STATEMENTS

            Item 1.     Financial Statements
                         
                        Condensed Balance Sheets
                        as of June 30, 1998 (Restated) and
                        March 31, 1998                                     4

                        Condensed Statements of Operations
                        Three Months Ended June 30, 1998 (Restated)
                        and June 30, 1997                                  5

                        Condensed Statements of Cash Flows
                        Three Months Ended June 30, 1998 (Restated)
                        and June 30, 1997                                  6

                        Notes to Condensed Financial Statements
                        (Restated)                                       7-11

            Item 2.     Management's Discussion and Analysis of         12-19
                        Financial Condition and Results of Operations,
                        as amended

Signatures                                                                 20



                                  3

<PAGE>


                           CTC COMMUNICATIONS CORP.
                           CONDENSED BALANCE SHEETS


                                                June 30,           March 31,
                                                 1998                1998
                                              (Restated)
                                            ---------------     ---------------
ASSETS
Current assets:
Cash and cash equivalents                    $  5,376,067        $  2,167,930
Accounts receivable, net                       22,636,509          17,288,183
Prepaid expenses and other current assets       3,270,806           3,029,069
                                             -------------       -------------
     Total Current Assets                      31,283,382          22,485,182

Furniture, Fixtures and Equipment              14,392,066          13,376,970
  Less accumulated depreciation                (7,392,683)         (6,837,683)
                                             -------------       -------------
     Total Equipment                            6,999,383           6,539,287

Deferred income taxes                           1,834,000           1,834,000
Other assets                                      211,085             108,885
                                             -------------       -------------
     Total Assets                            $ 40,327,850        $ 30,967,354
                                             =============       =============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses        $ 13,480,359        $  8,958,476
Accrued salaries and related taxes              1,575,478             756,159
Current portion of obligations under
   capital leases                                 246,376             231,796
Current portion of note payable to bank         1,196,400           1,196,400
                                             -------------       -------------
     Total Current Liabilities                 16,498,613          11,142,831

Obligations under capital leases,
   net of current portion                       1,071,874           1,114,277
Note payable to bank, net of current portion    6,831,571           7,130,671

Series A redeemable convertible
  preferred stock                              12,241,373                   0

Stockholders' equity:
Common Stock                                       99,885              99,806
Additional paid in capital                      5,254,964           5,245,704
Deferred compensation                            (291,910)           (318,410)
Retained earnings (deficit)                    (1,242,695)          6,688,300
                                             -------------       -------------
                                                3,820,244          11,715,400
Amounts due from stockholders                    (135,825)           (135,825)
                                             -------------       -------------
     Total Stockholders' Equity                 3,684,419          11,579,575
                                             -------------       -------------
     Total Liabilities and 
      Stockholders' Equity                   $ 40,327,850        $ 30,967,354
                                             =============       =============

The accompanying notes are an integral part of these financial statements.

                                          4


<PAGE>
                       CTC COMMUNICATIONS CORP.
                    CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                         June 30,            June 30,
                                                           1998                 1997
                                                        (Restated)
                                                       -------------       -------------
<S>                                                    <C>                 <C>
Telecommunications revenues                            $ 12,835,685        $ 11,658,954

Costs and expenses
   Cost of telecommunications revenues                   11,613,468           2,442,836
   Selling, general and administrative expenses           9,494,954           6,935,100
                                                       -------------       -------------
                                                         21,108,422           9,377,936
                                                       -------------       -------------
Income (loss) from operations                            (8,272,737)          2,281,018

Other
   Interest income                                          132,395              57,586
   Interest expense                                        (417,510)             (4,455)
   Other                                                     29,852               3,851
                                                       -------------       -------------
                                                           (255,263)             56,982
                                                       -------------       -------------
Income (loss) before income taxes                        (8,528,000)          2,338,000

Provision (benefit) for income taxes                        597,000             964,000
                                                       -------------       -------------
Net income (loss)                                      $ (7,931,000)       $  1,374,000
                                                       =============       =============
Net income (loss) per common share:

   Basic                                               $      (0.79)       $       0.14
                                                       =============       =============
   Diluted                                             $      (0.79)       $       0.13
                                                       =============       =============
Weighted average number of common shares:

   Basic                                                  9,984,192           9,756,682
                                                       =============       =============
   Diluted                                                9,984,192          10,698,913
                                                       =============       =============
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                          5


<PAGE>
                       CTC COMMUNICATIONS CORP.
                   CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                         June 30,            June 30,
                                                           1998                1997
                                                        (Restated)
                                                       -------------     ---------------
<S>                                                    <C>                 <C>
Net cash used by operating activities                    (7,445,924)         (2,349,020)

INVESTING ACTIVITIES

Additions to equipment                                   (1,015,096)           (656,591)
                                                        -------------       -------------
Net cash used in investing activities                    (1,015,096)           (656,591)

FINANCING ACTIVITIES

Proceeds from issuance of redeemable preferred stock     12,001,321                   0
Proceeds from the issuance of common stock                    9,339               9,426
Repayment of obligations under capital leases               (42,403)                  0
Repayment of note payable to bank                          (299,100)                  0
                                                        -------------       -------------
Net cash provided by financing activities                11,669,157               9,426

Increase (decrease) in cash                               3,208,137          (2,996,185)
Cash at beginning of year                                 2,167,930           6,405,670
                                                        -------------       -------------
Cash and cash equivalents at end of period             $  5,376,067        $  3,409,485
                                                       =============       =============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                             6



<PAGE>
                       CTC COMMUNICATIONS CORP.
                     NOTES TO FINANCIAL STATEMENTS
                                                
NOTE 1:  BASIS OF PRESENTATION

The accompanying condensed financial statements have been 
prepared in accordance with the instructions to Form 10-Q and do 
not include all the information and footnote disclosures required 
by generally accepted accounting principles for complete 
financial statements. In the opinion of management all 
adjustments (consisting of normal recurring accruals) necessary 
for a fair presentation have been included.  Operating results 
for the three months ended June 30, 1998 are not necessarily 
indicative of the results that may be expected for the fiscal 
year ending March 31, 1999.  These statements should be read in 
conjunction with the financial statements and related notes 
included in the Company's Annual Report on Form 10-K for the 
fiscal year ended March 31, 1998.

RESTATEMENT OF FINANCIAL STATEMENTS

CTC Communications Corp. (the "Company") in its Quarterly Report 
on Form 10-Q for the quarter ended June 30, 1998, reported a loss 
before taxes of $8,528,000, and recorded a tax benefit of 
$2,900,000, for a net loss of $5,628,000, or $0.56 per share.  In 
the June 30, 1998 Form 10-Q, the Company recognized the benefit 
of the loss before income taxes at the Federal tax rate of 34%.  
The Company has determined that the benefit should be applied 
ratably as a percentage of the Company's estimated pre-tax loss 
over each of the four quarters of the fiscal year.  The effective 
rate and amount of the benefit may vary with changes in 
management's estimates over the remaining quarterly periods in 
the fiscal year ending March 31, 1999.  Accordingly, an 
adjustment was made for the quarter ended June 30, 1998, reducing 
the tax benefit to $597,000 compared to the previously recorded 
tax benefit of $2,900,000.  Based on the foregoing, the net loss 
for the quarter ended June 30, 1998 has increased from the 
previously reported $5,628,000, or $0.56 per share, to 
$7,931,000, or $0.79 per share.  This adjustment resulted in a 
decrease to working capital and stockholders' equity of 
$2,303,000 as of June 30, 1998.

This Amendment No. 1 to the Company's Form 10-Q for the quarter 
ended June 30, 1998 contains the revised disclosure as a result 
of this change.

NOTE 2:  CASH DIVIDENDS

The Company has not paid cash dividends during the period 
presented.


                                      7


<PAGE>
NOTE 3:  COMMITMENTS AND CONTINGENCIES

In December 1997, the Company filed a Complaint and Jury Trial 
Demand ("Complaint")against Bell Atlantic Corporation ("Bell 
Atlantic") in the United States District Court for the District 
of Maine (Civil Action No. 97-CV-395-P-H) alleging breach by Bell 
Atlantic (as successor to the NYNEX Company) of the Agreement for 
Sale of Services and Account Management effective as of February 
1, 1996 between NYNEX and the Company (the "Agency Agreement") by 
reason of failure to pay approximately $14.0 million in 
commission payments due and owing under the Agency Agreement 
among other breaches.  Subsequent to filing the suit, Bell 
Atlantic paid the Company approximately $2.0 million in reduction 
of the amount due to the Company.  The Complaint also seeks 
monetary damages, and certain injunctive relief, for alleged 
unlawful competition, illegal tying arrangements in violation of 
the Sherman Antitrust Act and violation of Section 251 of the 
Telecommunications Act of 1996 by Bell Atlantic.

In January 1998, Bell Atlantic instituted an action against the 
Company in the U.S. District Court for the Southern District of 
New York (98 CIV 0048) denying that it had breached its 
obligations under the Agency Agreement and requesting an order 
compelling the Company to arbitrate its dispute with Bell 
Atlantic and enjoining the Company from proceeding with the 
above-described litigation in the Maine federal court.  Bell 
Atlantic's complaint also seeks an order of injunctive relief 
requiring the Company to cease and desist from continuing to 
engage in certain activities allegedly in violation of its post 
termination non-competition, trademark usage and confidentiality 













                             8


<PAGE>
obligations under the Agency Agreement.  Subsequent to initiating 
the action, Bell Atlantic filed a motion for a temporary 
restraining order and preliminary injunction and an order 
compelling arbitration of the entire dispute.

The Company has filed an answer denying the material allegations 
of the Bell Atlantic complaint.  It believes that it has 
meritorious defenses to the Bell Atlantic action and will 
vigorously defend the action.

On January 30, 1998, the Court issued an order denying Bell 
Atlantic's motion seeking to compel arbitration and granting its 
motion for a temporary restraining order.  Specifically, the 
order temporarily enjoined the Company from selling or promoting 
the sale of any non-Bell Atlantic IntraLATA (local) 
telecommunications products, including IntraLATA products 
purchased wholesale from Bell Atlantic for resale to the 
Company's customers, to any Bell Atlantic customer for whom the 
Company was responsible for account management or to whom the 
Company sold any such Bell Atlantic service during the 12 months 
preceding December 30, 1997.  The order also temporarily enjoined 
the Company from any use of Bell Atlantic's trademarks and trade 
name in promotional, advertising or marketing material without 
Bell Atlantic's written permission and from any use of certain 
Bell Atlantic confidential information disclosed to the Company 
in its capacity as Bell Atlantic's sales agent.

On July 2, 1998, the United States Court of Appeals for the 
Second Circuit denied Bell Atlantic's appeal to compel 
arbitration of the Company's claims against Bell Atlantic.  The 
denial of Bell Atlantic's appeal eliminates any obstacle to 
permitting the Company's lawsuit in the United States District 
Court in Maine to proceed against Bell Atlantic.  The trial is 
scheduled for November 1998.

On July 31, 1998, Judge Gene Carter of the United States District 
Court in Portland, Maine, ordered the dissolution of the 
temporary restraining order against the Company and denied Bell 
Atlantic's motion for a permanent injunction.  The court ruled 
that the Company has an absolute right to solicit the customers 
they had serviced while a Bell Atlantic agent.

On February 6, 1998, the Company filed a Complaint and Request 
for Emergency Relief ("Complaint") with the Commonwealth of 
Massachusetts, Department of Telecommunications and Energy 
("DTE") against New England Telephone and Telegraph Company d/b/a 
Bell Atlantic - Massachusetts ("Bell Atlantic").  The Complaint 
alleges that Bell Atlantic has recently rescinded its policy in 
the New England states of permitting resellers, including the 
Company, to assume the service contracts of retail customers 
under contract to Bell Atlantic.  The Complaint alleges that Bell 
Atlantic's actions violate the resale agreement between the 
Company and Bell Atlantic, Section 251 of the Telecommunications 
Act of 1996 (which provides, in relevant part, that incumbent 
local exchange carriers have a duty not to prohibit, and not to 

                           9


<PAGE>
impose unreasonable or discriminatory conditions or limitations 
on, the resale of telecommunications service that the carrier 
provides at retail to subscribers who are not telecommunications 
carriers) and the DTE's Order on Competition in Massachusetts.  
The Complaint seeks an order directing Bell Atlantic to cease and 
desist from refusing to permit the assignment of existing 
contracts and to continue its long-standing practice of allowing 
resellers to assume these customer agreements, without penalty, 
on a resold basis or, in the alternative, an emergency, expedited 
investigation by the DTE into the dispute.

On July 2, 1998, the Massachusetts Department of 
Telecommunications and Energy ruled that it is illegal for Bell 
Atlantic to impose contract termination fees on its customers who 
choose a competitive Bell Atlantic reseller as their local 
provider.  Bell Atlantic has appealed the decision on procedural 
grounds.

The Company has also filed petitions for repeal of the Bell 
Atlantic customer termination fee requirement in the States of 
New Hampshire, Maine, Vermont, Rhode Island and New York.

On July 16, 1998, the New Hampshire Public Utilities Commission 
held a hearing on Bell Atlantic's recent policy of imposing 
contract termination fees on its customers who choose a 
competitive Bell Atlantic reseller as their local provider.  To 
date, no decision has been rendered.


The Company is also a party to suits arising in the normal course of
business which either individually or in the aggregate are not
material.

NOTE 4. PREFERRED STOCK

On April 10, 1998, the Company issued for investment to Spectrum 
Equity Investors II, L.P. ("Spectrum") and certain other private 
investors (together with Spectrum, the "Investors") an aggregate of 
666,666 shares of Series A Convertible Preferred Stock (the "Preferred 
Shares") for $12 million, pursuant to the terms and conditions of a 
Securities Purchase Agreement among the Registrant and the Investors. 
 The Company also issued for investment to the Investors five-year 
warrants to purchase an aggregate of 133,333 shares of its Common 
Stock at an exercise price of $9.00 per share.  Spectrum purchased 
98.63% of the Preferred Shares and warrants in the private placement. 
 On the date of issuance, the Preferred Shares were convertible into 
1,333,333 shares of the Company's Common Stock at $9.00 per share, 
which conversion ratio is subject to certain adjustments.  Reference 
is made to the Company's Current Report on Form 8-K and exhibits 
thereto dated and filed on May 15, 1998 for a complete description of 
the transaction.

                               10


<PAGE>
NOTE 5. TRANSACTIONS SUBSEQUENT TO JUNE 30, 1998

On July 16, 1998, the Company issued to Spectrum Equity Investors II 
L.P. ("Spectrum") five-year warrants to purchase up to 55,555 shares 
of Common Stock at a purchase price of $9.00 per share in 
consideration for the commitment by Spectrum that, at any time prior 
to June 30, 1999, Spectrum will, upon the Company's request, purchase 
an additional $5 million of Preferred Stock containing the same terms 
and conditions as the Series A Convertible Preferred Stock purchased 
by Spectrum on April 10, 1998.  The Spectrum commitment was made in 
conjunction with a $20 million interim financing commitment by Fleet 
National Bank to meet the bank's short-term liquidity requirements.

On July 30, 1998, the CTC Communications Corp. Employee Stock Purchase 
Plan purchased 6,737 shares of Common Stock from the Company at 
$6.6938 for the purchase period ended June 30, 1998.

Through August 5, 1998, 11,137 shares of Common Stock were issued as a 
result of employees exercising outstanding stock options.  


NOTE 6  NET INCOME PER SHARE

In 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share".  
Statement 128 replaced the previously reported primary and fully
diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes
any dilutive effects of options, warrants, and convertible securities.
Diluted earnings per share is very similar to the previously reported
fully diluted earnings per share.  All earnings per share amounts for
all periods have been presented, and where necessary, restated to
conform to the Statement 128 requirements.

The following table sets forth the computation of basic and diluted
net income per share:

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                  June 30,
                                             1998         1997
                                           (Restated)
Numerator:
<S>                                       <C>          <C>
Net income (loss)                          (7,931,000)   1,374,000
Numerator for basic net income (loss)
per share and diluted net income           ------------------------
(loss) per share                           (7,931,000)   1,374,000
                                           ========================
Denominator:
Denominator for basic net income (loss)
per share-weighted average shares           9,984,192    9,756,682

Effect of dilutive securities:
Employee stock options                              0      942,231

Denominator for diluted net income        -------------------------
(loss) per share-weighted-average shares    9,984,192   10,698,913
                                         ==========================
Basic net income (loss) per share               (0.79)        0.14
                                         ==========================
Diluted net income (loss) per share             (0.79)        0.13
                                         ==========================
</TABLE>
                                  11


<PAGE>

Part I

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

RESTATEMENT OF FINANCIAL STATEMENTS

CTC Communications Corp. (the "Company") in its Quarterly Report on 
Form 10-Q for the quarter ended June 30, 1998, reported a loss 
before taxes of $8,528,000, and recorded a tax benefit of 
$2,900,000, for a net loss of $5,628,000, or $0.56 per share.  In 
the June 30, 1998 Form 10-Q, the Company recognized the benefit of 
the loss before income taxes at the Federal tax rate of 34%.  The 
Company has determined that the benefit should be applied ratably as 
a percentage of the Company's estimated pre-tax loss over each of 
the four quarters of the fiscal year.  The effective rate and amount 
of the benefit may vary with changes in management's estimates over 
the remaining quarterly periods in the fiscal year ending March 31, 
1999.  Accordingly, an adjustment was made for the quarter ended 
June 30, 1998, reducing the tax benefit to $597,000 compared to the 
previously recorded tax benefit of $2,900,000.  Based on the 
foregoing, the net loss for the quarter ended June 30, 1998 has 
increased from the previously reported $5,628,000, or $0.56 per 
share, to $7,931,000, or $0.79 per share.  This adjustment resulted 
in a decrease to working capital and stockholders' equity of 
$2,303,000 as of June 30, 1998.

This Amendment No. 1 to the Company's Form 10-Q for the quarter 
ended June 30, 1998 contains the revised disclosure as a result of 
this change.

The following discussion should be read in conjunction with the
Financial Statements and Notes set forth elsewhere in this Report.


OVERVIEW

CTC Communications Corp. (the "Company"), a Massachusetts 
corporation, is a rapidly growing integrated communications provider 
("ICP") with 14 years of local telecommunications marketing, sales 
and service experience.  The Company offers local, long distance, 
Internet access, Frame Relay and other data services on a single 
integrated bill.  CTC currently serves small to medium-sized 
business customers in seven Northeastern states through its 
experienced 181-member direct sales force and 85 customer care 
representatives located in 20 branch offices throughout the region.

Prior to becoming an ICP in January 1998, the Company was the oldest 
and largest independent sales agent for Bell Atlantic Corp. ("Bell 
Atlantic"), selling local telecommunications services as an agent 
since 1984.  The Company has also offered long distance and data 
services under its own brand name since 1994.  As an agent, during 
the 1997 calendar year, the Company managed relationships with 
approximately 5,000 customers who purchased in excess of $200 


                                    12


<PAGE>
million of annual local telecommunications services, representing an 
estimated 280,000 local access lines at year end.  In late 1997, the 
Company became certified as a Competitive Local Exchange Carrier 
("CLEC") in New York and the six New England states in order to 
embark upon its ICP strategy and take advantage of market 
opportunities created by deregulation.  In December 1997, the 
Company terminated its agency agreement with Bell Atlantic and began 
ICP operations in January 1998.  As an ICP, the Company is utilizing 
its well-developed infrastructure and the same relationship-centered 
sales approach that it employed as an agent without the limitations 
on potential customers, services and pricing that were imposed upon 
it as an agent.

Over the next three years, the Company plans to expand 
geographically and add network facilities.  The Company intends to 
expand within its existing markets and into six additional states in 
the Boston-Washington, D.C. corridor, plans to open more than 20 new 
branch offices and hire more than 200 additional sales personnel.

Beginning in the first quarter of 1999, the Company intends to 
deploy a state-of-the-art, data centric, packet-switched Integrated 
Communications Network ("ICN"), initially in the Company's existing 
markets and in new markets as customer demand and concentrations 
warrant.  The ICN will utilize long distance and data switches 
capable of handling ATM, IP, Ethernet and Frame Relay protocols





                                13


<PAGE>
interconnected by leased transmission facilities.  The Company 
intends to continue to lease local dialtone capabilities until these 
services can be cost effectively integrated into a packet switched 
network architecture.  The Company expects that the ICN will be able 
to take advantage of the growing customer demand for data 
transmission capabilities and the economic benefits that can be 
achieved by utilizing a combination of Company-owned facilities and 
leased network elements.  Once deployed, the Company believes that 
the ICN will enable the Company to improve margins, enhance customer 
controls and broaden service offerings.

Although management believes that its current strategy will have a 
positive effect on the Company's results of operations over the 
long-term, through an increase in its customer base and product 
offerings, this strategy is expected to have a negative effect on 
the Company's results of operations over the short-term.  The 
Company's operations are subject to certain material risks, as set 
forth in Exhibit 99.1 to this Quarterly Report, and to certain other 
factors discussed further under "Liquidity and Capital Resources" in 
this Quarterly Report.  The Company anticipates losses and negative 
cash flow in the near term, attributable in part to significant 
investments in operating, sales, marketing, management information 
systems and general and administrative expenses.  To date, the 
Company's growth, including capital expenditures, has been funded 
primarily from revenues from operations.

Historically, the Company's network service revenues have consisted 
of commissions earned as an agent of Bell Atlantic and other RBOCs 
and since 1994, revenues from the resale of long distance, frame 
relay, Internet access and other communications services.  For the 
fiscal year ended March 31, 1998, agency commissions accounted for 
approximately 60% of network service revenues with resale revenues 
accounting for 40% of such revenues.  For the three months ended 
June 30, 1998, agency commissions accounted for approximately 3% of 
network service revenues with resale revenues accounting for 97% of 
such revenues.  As a result of the transition to an ICP strategy in 
December 1997, agency commissions earned in the future will not be 
material.

The Company bills its customers for local and long distance usage 
based on the type of local service utilized, the number, time and 
duration of calls, the geographic location of the terminating phone 
numbers and the applicable rate plan in effect at the time of the 
call.

During the period that the Company is reselling the services of 
other telecommunications carriers prior to deploying its ICN, cost 
of services includes the cost of local and long distance services 
charged by carriers for recurring charges, per minute usage charges 
and feature charges, as well as the cost of fixed facilities for 
dedicated services and special regional calling plans.

                             14


<PAGE>
Selling expense consists of the costs of providing sales and other 
support services for customers including salaries, commissions and 
bonuses to salesforce personnel.  General and administrative expense 
consists of the costs of the billing and information systems and 
personnel required to support the Company's operations and growth as 
well as all amortization expenses.  Depreciation is allocated 
throughout sales, marketing, general and administrative expense 
based on asset ownership.

The Company has experienced significant growth in the past and, 
depending on the extent of its future growth, may experience 
significant strain on its management, personnel and information 
systems.  To accommodate this growth, the Company intends, subject 
to the availability of adequate financing, to continue to implement 
and improve operational, financial and management information 
systems.  To support its growth, the Company added three senior 
executives and over 90 additional employees in 1997.  The Company is 
also expanding its information systems to provide improved 
recordkeeping for customer information and management of 
uncollectible accounts and fraud control.

RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 1998
AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997.

The results for the quarter ended June 30, 1998 reflect the 
Company's decision to terminate its agency relationship with Bell 
Atlantic in December 1997 and commence operation as an ICP.  As an 
agent, the Company recorded revenues which represented the fees and 
commissions earned by the Company for sales of products and services 
to business customers. As an ICP, the Company is initially 
purchasing local services from the Regional Bell Operating Companies 
(RBOCs) at a discount to the retail rate and is reselling these 
services on its own bill to customers.  The Company also resells 
other services including long distance, Internet access, and various 
data services in order to provide a total integrated 
telecommunications solution to its customers.  The Company plans to 
continue reselling telecommunications services until such time as 
the Company deploys its ICN and begins migrating customers onto its 
own network.

Total revenues for the first fiscal quarter were $12,836,000 as 
compared to $11,659,000 for the same period of the preceding Fiscal 
year, or an increase of 10%.  The June quarter revenues also 
represented an increase of 104% over the March 1998 quarter revenues 
of $6,287,000, the initial quarter of the transition from agent to 
an ICP.  One method of measuring performance is the addition of 
access line equivalents.  During the quarter ended June 30, 1998,  
the Company sold 26,440 access line equivalents, for a total of 
48,053 and provisioned 23,730 access line equivalents during the 
first fiscal quarter, for a six month total of 41,837.


                              15


<PAGE>
Costs of telecommunications revenues for the quarter ended June 30, 
1998 were $11,614,000, as compared to $2,443,000 for the same period 
of the preceding Fiscal year. Since almost all revenues for the 
period commencing January 1, 1998 have been recorded as an ICP,  
comparative numbers on a year to year basis are not relevant.  As a 
percentage of telecommunication revenues, cost of telecommunications 
revenues was 90% for the first quarter of Fiscal 1999 as compared to 
95% for fourth quarter of Fiscal 1998, the first quarter of the ICP 
transition. As they relate to resold services only, cost of 
telecommunication services were 93.5% and 97.6% respectively, for 
the three months ended June 30, 1998 and March 31, 1998.  Although 
the Company experienced gross margin improvement on a sequential 
quarter basis, overall margins were adversely affected due to the 
fixed costs associated with the sale of local telecommunication 
services, lower long distance rates extended to customers in advance 
of anticipated decreases in the wholesale costs charged by the 
Company's long distance supplier, and increased costs associated 
with adding new customers and services.  The Company believes that 
gross margins for the first quarter of Fiscal 1999 are not 
representative and expects gross margins to improve in future 
quarters as revenue volumes increase, revenue assurance programs are 
implemented and operating controls are strengthened.

Selling, general and administrative expenses increased 37% to  
$9,495,000 in the first quarter of Fiscal 1999 as compared to 
$6,935,000 for the same period of the preceding fiscal year.  This 
increase was due primarily to the increased number of sales and 
service employees hired in connection with the Company's strategy 
shift to the ICP platform with the associated increases in salaries 
and benefits, recruiting, and training.  In addition, the Company 
incurred additional administrative expenses associated with the 
opening of new branches and the expansion of some existing branch 
locations, as well as other costs associated with its transition to 
an ICP.  The Company made significant capital expenditures in late 
Fiscal 1998 in its information systems, including the enhancement of 
its core system, deployment of laptop computers to all field sales 
personnel, and upgrading of the local area networks at all the 
branch offices.  These investments resulted in a significantly 
increased depreciation expense in the first quarter of Fiscal 1999 
versus the comparable quarter in Fiscal 1998.  On a sequential 
quarter basis, selling, general and administrative expense actually 
decreased $627,000, or 7%, primarily due to a $1,200,000 charge in 
the fourth quarter of Fiscal 1998 that was accrued for estimated 
costs to be incurred in the collection of the past due receivable 
from Bell Atlantic.

For the quarter ended June 30, 1998 the Company reported a loss 
before taxes of $8,528,000, and recorded a tax benefit of $597,000, 
for a net loss of $7,931,000, or $0.79 per share. Due to the 
transition from agency status to an ICP platform, comparative 
numbers on a year to year basis have no relevance.  On a sequential 
quarter basis, the Company experienced a doubling of revenues, 
improvements in gross margins, reductions in operating expenses, and 
a reduced loss before income taxes.

                                   16


<PAGE>
Liquidity and Capital Resources

Working capital at June 30, 1998 amounted to $14,784,000 as compared 
to $11,342,000 at March 31, 1998, an increase of 30%.  Cash balances 
at June 30, 1998 totaled $5,376,000, an increase of $3,208,000 from 
March 31, 1998.

Historically, the Company funded its working capital and operating 
expenditures primarily from cash flow from operations. Primarily as 
a result of Bell Atlantic's failure to pay approximately $14.0 
million in agency commissions (currently approximately $11.5 
million) that the Company believes it is owed under its agency 
contract and the costs incurred following the transition to an ICP 
strategy, the Company has been required to raise additional capital. 
As of July 31, 1998, the Company had borrowed $7,955,000 under its 
existing Fleet Credit Facility.  In April 1998, the Company 
completed a $12 million private placement of Series A Convertible 
Preferred Stock and Warrants. Although the Company has sued Bell 
Atlantic and believes the collection of the agency commissions is 
probable, there is no assurance that the Company will be successful 
in collecting those commissions. If the Company fails to collect any 
of the agency commissions due from Bell Atlantic or if collection 
becomes less than probable, the Company would be required to write 
off the amounts reflected in its financial statements that it is 
unable to collect or for which collection becomes less than 
probable. Delay in the collection or write-off of the agency 
commissions may adversely affect the Company.

The implementation of the Company's business plan to further 
penetrate its existing markets, deploy the Integrated Communications 
Network in its existing markets, expand its sales presence into six 
additional states in the Boston-Washington D.C. corridor and enhance 
the CTC Information System requires significant capital.  The 
Company may require additional capital if it accelerates the rate of 
deployment of the ICN. Additional capital may also be required after 
that time to finance the deployment of the Company's ICN in new 
markets. An increase in the rate at which the Company deploys its 
network would accelerate its need for additional capital. The 
Company's actual capital requirements also may be materially 
affected by many factors, including the timing and actual cost of 
expansion into new markets, the extent of competition and pricing of 
telecommunications services in its markets, acceptance of the 
Company's services, technological change and potential acquisitions.


The Company has obtained a commitment for an interim credit facility 
(the "Interim Facility") from Fleet National Bank.  The Interim 
Facility, which matures on June 30, 1999, would provide secured 
revolving loans of up to $20 million to refinance the Credit 
Facility, to fund capital expenditures and operating losses and for 
general corporate purposes. Borrowing for capital expenditures in 
excess of $1 million would be limited to the extent of collection of 

                               17


<PAGE>
the Bell Atlantic agency commissions under dispute and by financial 
covenants. The Interim Facility, which is subject to certain 
conditions, extends to September 30, 1998. The Company also agreed 
to reduce availability under the Credit Facility to $9 million, and 
the lender has extended its waiver of existing covenant defaults 
through September 30, 1998. The Company paid fees in connection with 
obtaining this commitment and waiver of $500,000 and an additional 
fee of $300,000 would be payable if the Company draws on the Interim 
Facility. If the Interim Facility is outstanding at various dates 
from October 31, 1998 through June 30, 1999, the Company has agreed 
to issue to the lender warrants to purchase in the aggregate up to 
5% of the Company's outstanding Common Stock on a fully diluted 
basis at exercise prices equal to the market value on the respective 
dates of issuance. 

To satisfy a condition of the Interim Facility, the Company has 
obtained a commitment from Spectrum Equity Investors II L.P. 
("Spectrum") which provides that if at any time prior to June 30, 
1999, Spectrum will upon the request of the Company, purchase an 
additional $5 million in Preferred Stock, which would have the same 
terms as the Series A Convertible Preferred Stock (the "Interim 
Spectrum Financing"). In consideration of this commitment, the 
Company has agreed to issue to Spectrum five-year warrants to 
purchase 55,555 shares of Common Stock, exercisable at $9 per share. 

To meet its projected capital requirements, on August 5, 1998, the 
Company obtained a commitment from Goldman Sachs Credit Partners, 
L.P. ("Goldman Sachs") and Fleet National Bank (collectively, the 
"Lenders") under the terms of which the Lenders will provide a 
three-year senior secured credit facility to the Company consisting 
of revolving loans in the aggregate amount of up to $75 million (the 
"New Credit Facility").  The loans will bear interest at 1.75% over 
the prime rate and will be secured by a first priority perfected 
security interest on all of the Company's assets provided, however, 
that the Company will have the ability to exclude assets acquired 
through vendor financing.  Under the terms of the commitment, the 
Company is obligated to issue five-year warrants to the Lenders to 
purchase, at $6.75 per share, Common Stock of the Company 
representing 7.5% of the Company's fully-diluted equity.  The 
Lenders will receive registration rights covering the future sale of 
the Common Stock issuable upon exercise of the warrants.  The 
Company has also agreed to give Goldman Sachs the right to nominate 
a Goldman Sachs designee to the Company's Board of Directors.

The financing, which is subject to the execution of loan documents 
and other customary conditions, is scheduled to close on or before 
August 31, 1998.  From the proceeds of the loan, the Company intends 
to repay the existing Fleet Credit Facility of approximately $8 
million and utilize the balance for general working capital purposes 
including the funding of the Company's expansion and the deployment 
of the Company's Integrated Communications Network.  It is the 
Company's intention, upon the closing of the New Credit Facility, 
not to draw down any funds from the Interim Credit Facility.

                             18


<PAGE>
The Company believes that the proceeds from the New Credit Facility 
will be sufficient to fund its current business plan for at least 18 
months. There can be no assurance that the loan agreement covering 
the New Credit Facility will be finalized.






























                                     19



<PAGE>

FORM 10-Q/A FOR THE QUARTER ENDED JUNE 30, 1998

                          SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
behalf by the undersigned thereunto duly authorized.


                                  CTC COMMUNICATIONS CORP.


Date: December 11, 1998             /S/  ROBERT J. FABBRICATORE
                                    ----------------------------
                                         Robert J. Fabbricatore
                                         Chairman and CEO


Date: December 11, 1998             /S/  STEVEN C. JONES
                                   -----------------------------
                                         Steven C. Jones
                                         Executive Vice President,
                                         and Chief Financial Officer















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