SECURITIES AND EXCHANGE COMMISSION
            Washington, DC 20549

                 FORM 10-Q

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

For Quarter ended September 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 November 9, 1998, 10,275,299 shares of Common Stock were outstanding.

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

<TABLE>
<CAPTION>
<S>         <C>         <C>                                          <C>  
Part I                  FINANCIAL STATEMENTS                         PAGE NO.

            Item 1.     Financial Statements
                         
                        Condensed Balance Sheets
                        as of September 30 and March 31, 1998           3

                        Condensed Statements of Operations
                        Three Months Ended September 30, 1998 and 1997  4

                        Condensed Statements of Operations
                        Six Months Ended September 30, 1998 and 1997    5

                        Condensed Statements of Cash Flows
                        Six Months Ended September 30, 1998 and 1997    6

                        Notes to Condensed Financial Statements         7-11

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

            Item 3.     Quantitative and Qualitative                    Inapplicable
                        Disclosures About Market Risk

Part II                 OTHER INFORMATION

            Item 1.     Legal Proceedings                               20

            Item 2.     Changes in Securities                           21

            Item 3.     Default Upon Senior Securities                  Inapplicable

            Item 4.     Submission of Matters to a  
                        Vote of Security Holders                        Inapplicable

            Item 5.     Other Information                               Inapplicable

            Item 6.     Exhibits and Reports on Form 8-K                 22-23

</TABLE>



                                  2

<PAGE>

In addition to historical information, this Quarterly Report on Form 
10-Q 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 successful implementation of the 
Company's business plan, availability of additional financing if 
required, the ability to improve operational, financial and 
management information systems, future profitability, the timing and 
success of the expansion and 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 this Quarterly 
Report.  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.




<PAGE>


                           CTC COMMUNICATIONS CORP.
                           CONDENSED BALANCE SHEETS


                                              September 30,        March 31,
                                                 1998                1998
                                            ---------------     ---------------
ASSETS
Current assets:
Cash and cash equivalents                    $  2,167,474        $  2,167,930
Accounts receivable, net                       25,538,298          17,288,183
Prepaid expenses and other current assets       5,073,783           3,029,069
                                             -------------       -------------
     Total Current Assets                      32,779,555          22,485,182

Furniture, Fixtures and Equipment              19,242,013          13,376,970
  Less accumulated depreciation                (8,447,683)         (6,837,683)
                                             -------------       -------------
     Total Equipment                           10,794,330           6,539,287

Deferred income taxes                           1,834,000           1,834,000
Other assets                                    4,198,786             108,885
                                             -------------       -------------
     Total Assets                            $ 49,606,671        $ 30,967,354
                                             =============       =============
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses        $ 18,736,601        $  8,958,476
Accrued salaries and related taxes              2,166,186             756,159
Current portion of obligations under
   capital leases                                 249,661             231,796
Current portion of note payable to bank                 0           1,196,400
                                             -------------       -------------
     Total Current Liabilities                 21,152,448          11,142,831

Obligations under capital leases,
   net of current portion                       1,013,568           1,114,277
Note payable to bank, net of current portion   21,100,000           7,130,671

Series A redeemable convertible
  preferred stock                              12,260,165                   0

Stockholders' equity (deficit):
Common Stock                                      100,101              99,806
Additional paid in capital                      6,905,946           5,245,704
Deferred compensation                            (265,410)           (318,410)
Retained earnings (deficit)                   (12,524,322)          6,688,300
                                             -------------       -------------
                                               (5,783,685)         11,715,400
Amounts due from stockholders                    (135,825)           (135,825)
                                             -------------       -------------
     Total Stockholders' Equity (Deficit)      (5,919,910)         11,579,575
                                             -------------       -------------
     Total Liabilities and 
      Stockholders' Equity (Deficit)         $ 49,606,671        $ 30,967,354
                                             =============       =============

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

                                 3

<PAGE>
                       CTC COMMUNICATIONS CORP.
                    CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                       September 30,       September 30,
                                                           1998                 1997
                                                       -------------       -------------
<S>                                                    <C>                 <C>
Telecommunications revenues                            $ 14,516,189        $  3,488,684
Commission revenues                                               0           8,356,413
                                                       -------------       -------------
Total revenues                                           14,516,189          11,845,097

Costs and expenses
   Cost of telecommunications revenues                   12,383,432           2,712,249
   Selling, general and administrative expenses          13,001,503           7,053,701
                                                       -------------       -------------
                                                         25,384,935           9,765,950
                                                       -------------       -------------
Income (loss) from operations                           (10,868,746)          2,079,147

Other
   Interest income                                           38,437              39,352
   Interest expense                                        (983,466)             (5,772)
   Other                                                      3,149               1,273
                                                       -------------       -------------
                                                           (941,880)             34,853
                                                       -------------       -------------
Income (loss) before income taxes                       (11,810,626)          2,114,000

Provision (benefit) for income taxes                       (827,000)            870,000
                                                       -------------       -------------
Net income (loss)                                      $(10,983,626)       $  1,244,000
                                                       =============       =============
Net income (loss) per share available
to common stockholders

   Basic                                               $      (1.13)       $       0.13
                                                       =============       =============
   Diluted                                             $      (1.13)       $       0.12
                                                       =============       =============
Shares used in computing net income (loss) per
share available to common stockholders

   Basic                                                 10,002,370           9,894,195
                                                       =============       =============
   Diluted                                               10,002,370          10,694,319
                                                       =============       =============
</TABLE>

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

                                  4

<PAGE>
                       CTC COMMUNICATIONS CORP.
                    CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                       September 30,       September 30,
                                                           1998                 1997
                                                       -------------       -------------
<S>                                                    <C>                 <C>
Telecommunications revenues                            $ 27,351,874        $  6,542,785
Commission revenues                                               0          16,961,264
                                                       -------------       -------------
Total revenues                                           27,351,874          23,504,049

Costs and expenses
   Cost of telecommunications revenues                   23,996,900           5,156,085
   Selling, general and administrative expenses          22,496,457          13,987,801
                                                       -------------       -------------
                                                         46,493,357          19,143,886
                                                       -------------       -------------
Income (loss) from operations                           (19,141,483)          4,360,163

Other
   Interest income                                          170,832              96,938
   Interest expense                                      (1,400,976)            (10,227)
   Other                                                     33,001               5,127
                                                       -------------       -------------
                                                         (1,197,143)             91,838
                                                       -------------       -------------
Income (loss) before income taxes                       (20,338,626)          4,452,001

Provision (benefit) for income taxes                     (1,424,000)          1,834,000
                                                       -------------       -------------
Net income (loss)                                      $(18,914,626)       $  2,618,001
                                                       =============       =============
Net income (loss) per share available
to common stockholders

   Basic                                               $      (1.92)       $       0.27
                                                       =============       =============
   Diluted                                             $      (1.92)       $       0.24
                                                       =============       =============
Shares used in computing net income (loss) per
share available to common stockholders

   Basic                                                  9,993,281          9,825,439
                                                       =============       =============
   Diluted                                                9,993,281         10,696,616
                                                       =============       =============
</TABLE>

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

                                  5

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

<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                       September 30,      September 30,
                                                           1998               1997
                                                       -------------     ---------------
OPERATING ACTIVITIES
<S>                                                    <C>                 <C>
Net cash used in operating activities                   (18,776,472)           (599,047)

INVESTING ACTIVITIES

Additions to equipment                                   (5,865,043)         (1,478,700)
                                                        -------------       -------------
Net cash used in investing activities                    (5,865,043)         (1,478,700)

FINANCING ACTIVITIES

Net proceeds from issuance of
  redeemable preferred stock                             11,862,113                   0
Proceeds from the issuance of common stock                   88,861              44,671
Net borrowings/(repayment) of
  obligations under capital leases                          (82,844)                  0
Net borrowings/(repayment) of
  note payable to bank                                   12,772,929                   0
                                                        -------------       -------------
Net cash provided by financing activities                24,641,059              44,671
                                                        -------------       -------------

(Decrease) in cash                                             (456)         (2,033,076)
Cash at beginning of period                               2,167,930           6,405,670
                                                        -------------       -------------
Cash and cash equivalents at end of period             $  2,167,474        $  4,372,594
                                                       =============       =============
</TABLE>

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












                                 6


<PAGE>
                       CTC COMMUNICATIONS CORP.
                NOTES TO CONDENSED 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 and six months ended September 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.


NOTE 2:  COMMITMENTS AND CONTINGENCIES

Federal Court Action

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 $2.5 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 sought an injunction to prevent the 
Company from continuing to engage in certain activities
allegedly in violation of its post termination
non-competition, trademark usage and confidentiality 

                             7


<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 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 Company 
believes that the trial will commence in February or March 1999.

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.

State Regulatory Proceedings

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 

                           8


<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 anticipates that the DTE will issue a final 
order on appeal prior to the end of 1998.

On September 14, 1998, the State of New York Public Service 
Commission, and on October 7, 1998, the New Hampshire Public 
Utilities Commission, also ruled in favor of the Company and 
ordered Bell Atlantic to eliminate the customer termination fees.

Hearings have been held in both Vermont and Maine seeking to 
reverse Bell Atlantic's policy of imposing contract termination 
fees on its customers who choose a competitive Bell Atlantic 
reseller as their local provider.  To date, no decisions have 
been rendered.

The Company has also filed a petition for repeal of the Bell 
Atlantic customer termination fee requirement in the State of 
Rhode Island.


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 3. 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 Company 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 Report on Form 8-K and exhibits thereto dated 
and filed on May 15, 1998 for a complete description of the 
transaction.

                               9


<PAGE>
NOTE 4. TRANSACTIONS SUBSEQUENT TO SEPTEMBER 30, 1998

On November 2, 1998, the Company obtained three-year vendor financing 
facility for up to $25 million with Cisco Capital Corp. Under the 
terms of the agreement, the Company has agreed to a three year, $25 
million volume purchase commitment of Cisco Systems equipment and 
services and Cisco Capital Corp has agreed to advance funds as these 
purchases occur. In addition, a portion of the Cisco facility can be 
utilized for working capital costs associated with the integration and 
operation of Cisco Systems solutions and related peripherals. 

Pursuant to the terms of the Cisco Vendor Financing Agreement dated as 
of October 14, 1998, the Company has agreed to give the Lender a 
senior security interest in all Cisco products purchased with the 
proceeds of the first $15 million advanced under the Credit Facility 
and a subordinate security interest in all other assets of the 
Company.  Under the terms of the Credit Facility, the Company is 
required to pay interest on funds advanced under the facility at an 
annual rate of 12.5%.  In addition, the Company is required to pay a 
commitment fee of .50% per annum on any unused amounts under the 
facility as well as a monthly line fee of $15,000 per month.  
Reference is made to the Company's Current Report on Form 8-K and the 
agreement filed as an exhibit thereto filed on October 14, 1998 for a 
complete description of the transaction.

NOTE 5  GOLDMAN SACHS/FLEET FINANCING
On September 1, 1998, the Company as Borrower, entered into a Loan and 
Security Agreement ("Loan and Security Agreement") with Goldman Sachs 
Credit Partners L.P. and Fleet National Bank as Lenders.  Under the 
terms of the Loan and Security Agreement, the Lenders have provided a 
three-year senior secured credit facility to the Company consisting of 
revolving loans in the aggregate amount of up to $75 million (the 
"Credit Facility").  Advances under the facility bear interest at 
1.75% over the prime rate and are secured by a first priority 
perfected security interest on all of the Company's assets, provided, 
however, that the Company has the ability to exclude assets acquired 
through purchase money financing.  In addition, the Company is 
required to pay a commitment fee of 0.5% per annum on any unused 
amounts under the facility as well as a monthly line fee of $150,000 
per month.  The Company may borrow $15 million unconditionally and $60 
million based on trailing 120 days accounts receivable collections 
(reducing to the trailing 90 days of collections by March 31, 2000).  
The Company paid a one-time up front fee of $2,531,250, representing 3 
3/8% of the facility.  In the event that the Company wishes to prepay 
the loan, the agreement provides for a prepayment penalty of 2% during 
the first 18 months of the term of the loan.  Warrants to purchase an 
aggregate of 974,412 shares of the Company's common stock at a 
purchase price of $6.75 per share were issued to the Lenders in 
connection with the transaction.  The Company has valued the Warrants 
at $1.3 million which is being amortized and included in interest 
expense over the three-year term of the Loan and Security Agreement.  
As of October 31, 1998, the Company had borrowed $24,500,000 under the 
Credit Facility.



                                10


<PAGE>

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          Six Months Ended
                                                September 30,             September 30
                                             1998         1997          1998           1997
                                          -------------------------   --------------------------
Numerator:
<S>                                       <C>          <C>            <C>            <C>
Net income (loss)                         (10,983,626)   1,244,000    (18,914,626)    2,618,001
Accretion to redemption value on
  redeemable preferred stock                 (270,000)           0       (270,000)            0
Numerator for basic net income (loss)
per share and diluted net income           ------------------------   --------------------------
(loss) per share                          (11,253,626)   1,244,000    (19,184,626)    2,618,001
                                           ========================   ==========================

Denominator:
Denominator for basic net income (loss)
per share-weighted average shares          10,002,370    9,894,195      9,993,281     9,825,439

Effect of dilutive securities:
Employee stock options                              0      800,124              0       871,177

Denominator for diluted net income        -------------------------   --------------------------
(loss) per share-weighted-average shares   10,002,370   10,694,319      9,993,281    10,696,616
                                         ==========================   ==========================
Basic net income (loss) per share               (1.13)        0.13          (1.92)         0.27
                                         ==========================   ==========================
Diluted net income (loss) per share             (1.13)        0.12          (1.92)         0.24
                                         ==========================   ==========================
</TABLE>


NOTE 7  INCOME TAXES
The provision (benefit) for income taxes is less than the statutory 
rate based upon management's assessment of the realizability of net 
operating losses.  The benefit is recognized ratably during the year 
based on the relationship of amounts recoverable and management's 
estimate of the total loss for the fiscal year ending March 31, 
1999.  The effective rate of the benefit may vary with changes in 
management's estimates.






                                        11



<PAGE>

Part I

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

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 197-member direct sales force and 85 customer care 
representatives located in 25 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 5,600 franchise customers who purchased approximately 
$200 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 within its 
existing markets and into six additional states in the Boston-
Washington, D.C. corridor and add network facilities.







                                   12



<PAGE>
Beginning in the first calendar quarter of 1999, the Company intends 
to deploy a state-of-the-art, data centric, packet-switched 
Integrated Communications Network ("ICN").  Installation initially 
will take place in the Company's existing markets and in new markets 
as customer demand and concentrations warrant.  The ICN when 
completed will consist of an advanced Asynchronous Transfer Mode 
(ATM)-based network, using Cisco Systems, Inc. BPX(r) 8600 series 
and MGX(tm) 8800 series IP+ATM wide-area switches, that will deliver 
enhanced access services such as traditional dedicated services, 
frame relay, IP, video, and circuit emulation transport services. 
Cisco's solutions should enable CTC to deliver all of these services 
and voice services across a single multiservice dedicated connection 
that should lower customers' telecommunications costs.

The ICN will be interconnected by leased transmission and access 
facilities.  Initially, the Company will offer dedicated long 
distance and data services over the ICN.  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 dedicated long distance 
and data transmission capabilities and the economic benefits that 
can be achieved by utilizing a combination of Company-owned 
switching facilities and leased network elements.  Once deployed, 
the Company believes that the ICN will enable the Company to improve 
margins, enhance customer control and broaden service offerings.  
Prior to deploying the ICN, the Company is building its base of 
installed access lines through reselling the network services of 
other Telecommunications carriers.

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 in this Quarterly Report under "Liquidity 
and Capital Resources."  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 as well as 
investments in the ICN.







                                 13


<PAGE>
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.  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 in which the Company resells 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.

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.  Since implementing its ICP strategy, the Company has 
expanded its staff to include three additional senior executives and 
over 85 additional employees.  The Company is also expanding its 
information systems to provide improved recordkeeping for customer 
information and management of uncollectible accounts and fraud 
control.





                                   14


<PAGE>
RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED SEPTEMBER 30, 
1998 AS COMPARED TO THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 
1997.

The results for the quarter ended September 30, 1998 reflect the 
Company's operations as an Integrated Communications Provider 
("ICP").  In its capacity as an independent agent for the Regional 
Bell Operating Companies (RBOCs), 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 purchases local services from the RBOCs at a discount to the 
retail rate, and resells and bills these services to business 
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 will continue reselling telecommunications 
services until the deployment of its Integrated Communications 
Network ("ICN") and begins migrating customers onto its own network. 

Total revenues for the second fiscal quarter were $14,516,000, as 
compared to $11,845,000 for the same period of the preceding Fiscal 
year, or an increase of 23%.  Total revenues for the six months 
ended September 30, 1998 were $27,352,000, as compared to 
$23,504,000, or an increase of 16%.  The September quarter revenues 
also represented an increase of 13% over the June 1998 quarter 
revenues of $12,836,000.  Revenues for local, Internet access and 
data services increased a combined 63% on a sequential quarter basis 
due primarily to the addition of new customer relationships.  Long 
distance revenue experienced a 24% decrease on a sequential quarter 
basis as a result of the Company's strategic decision to stop 
offering long distance to outbound call center customers.  These 
customers tend to be high volume, low margin businesses where the 
relationship is short-term.  It is the Company's policy to focus on 
long-term relationships with customers that purchase the full 
complement of services. 

A common basis for measurement of an ICP's progress is the growth in 
access line equivalents.  During the quarter ended September 30, 
1998, the Company sold 33,183 access line equivalents and  
provisioned 25,553, bringing the total lines in service to 64,394 
for the Company's first nine months as an ICP.  New lines sold 
represented a 26% sequential increase over lines sold during the 
quarter ended June 30, 1998.








                                     15



<PAGE>
Costs of telecommunications revenues for the quarter ended September 
30, 1998 were $12,383,000, as compared to $2,712,000 for the same 
period of the preceding Fiscal year.  For the six months ended 
September 30, 1998 costs of telecommunications revenues were 
$23,997,000, as compared to $5,156,000 for the same period of the 
preceding Fiscal year.  Since substantially all revenues since 
January 1, 1998 have resulted from operations as ICP, comparative 
numbers on a year to year basis are not relevant.  As a percentage 
of telecommunications revenues, cost of telecommunications revenues 
was 85% for the second quarter of Fiscal 1999, as compared to 90% 
for the first quarter of Fiscal 1999 and 95% for fourth quarter of 
Fiscal 1998, the first quarter of transition from agency status to 
ICP status.  The gross margin improvement over the first nine months 
as an ICP is primarily attributable to the implementation of the 
lower long distance wholesale costs previously renegotiated with the 
Company's principal long distance supplier, significant improvements 
made in local service gross margins, and the elimination of the 
lower margin call center business from long distance gross margins. 

For the quarter ended September 30, 1998, Selling, general and 
administrative expenses (SG & A) increased 84% to  $13,001,000 from 
 $7,054,000 for the same period of the preceding fiscal year.  For 
the six months ended September 30 1998, SG & A expenses were 
$22,496,000, as compared to $13,988,000, or an increase of 61%.  
These increases were due primarily to the opening of five new branch 
sales offices during the six months ended September 30, 1998 and the 
associated increased number of sales and service employees hired in 
connection with the transition to the ICP platform.  As of September 
30, 1998, CTC employed 392 people including 197 Account Executives 
and 85 Network Coordinators in 25 branch locations throughout New 
England and New York.  In addition, SG & A expenses increased due to 
operating expenses associated with the network build out, as well as 
an additional $500,000 of increased depreciation expense in the 
second fiscal quarter associated with the investments in the 
Integrated Communications Network.  The final component of the 
increase is related to legal and regulatory activities.  Legal 
expenses in prosecuting both the anti-trust action against Bell 
Atlantic now pending in the federal courts and the state regulatory 
proceedings instituted in each of the New England States against 
Bell Atlantic for discriminatory practices regarding the Bell 
Atlantic policy of imposing contract termination fees on its 
customers as well as the regulatory expenses incurred in obtaining 
certification as a reseller in additional states, were $1,913,000 
and $2,632,000 respectively, for the three and six months ended 
September 30, 1998.





                                  16


<PAGE>
For the quarter ended September 30, 1998 the Company reported a loss 
before taxes of $11,811,000.  For the quarter ended June 30, 1998 
the Company reported a net 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.  Initially, the Company recognized the benefit 
of the tax loss carry-back 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 of the 
benefit may vary with changes in management's estimates.  While 
applying the tax benefit ratably over each of the four quarters will 
not change the year end result, an adjustment was made for the first 
quarter 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 first quarter will increase from the 
previously reported $5,628,000, or $0.56 per share, to $7,931,000, 
or $0.79 per share.  An Amendment to the Form 10-Q for the quarter 
ended June 30, 1998 is being filed to reflect this change.

Liquidity and Capital Resources

Working capital at September 30, 1998 amounted to $11,627,000 as 
compared to $11,342,000 at March 31, 1998, an increase of 3%.  Cash 
balances at September 30, 1998 and March 31, 1998 totaled 
approximately $2,167,000.

Historically, the Company funded its working capital and operating 
expenditures primarily from cash flow from operations.  As a result 
of Bell Atlantic's failure to pay approximately $14 million in 
agency commissions (currently approximately $11.5 million) that the 
Company believes it is owed under its agency contract, the losses 
incurred following transition to an ICP strategy, and the investment 
required to implement the Integrated Communications Network, the 
Company has been required to raise additional capital. 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 its collection efforts were that such 
collections will not be delayed.  If the Company fails to collect 
any of the agency commissions or if their collection becomes less 
than probable, the Company would be required to write off the 
uncollected amounts reflected in its financial statements or amounts 
for which collection becomes less than probable. Delay in the 
collection or write-off of agency commissions may adversely affect 
the Company.

In April 1998, the Company completed a $12 million private placement 
of Series A Convertible Preferred Stock and Warrants to Spectrum 
Equity Investors II, L.P.




                                17


<PAGE>
On September 1, 1998, the Company as Borrower, entered into a Loan 
and Security Agreement ("Loan and Security Agreement") with Goldman 
Sachs Credit Partners L.P. and Fleet National Bank as Lenders.  
Under the terms of the Loan and Security Agreement, the Lenders have 
provided a three-year senior secured credit facility to the Company 
consisting of revolving loans in the aggregate amount of up to $75 
million (the "Credit Facility").  Advances under the facility bear 
interest at 1.75% over the prime rate and are secured by a first 
priority perfected security interest on all of the Company's assets, 
provided, however, that the Company has the ability to exclude 
assets acquired through purchase money financing.  In addition, the 
Company is required to pay a commitment fee of 0.5% per annum on any 
unused amounts under the facility as well as a monthly line fee of 
$150,000 per month.  The Company may borrow $15 million 
unconditionally and $60 million based on trailing 120 days accounts 
receivable collections (reducing to the trailing 90 days of 
collections by March 31, 2000).  The Company paid a one-time up 
front fee of $2,531,250, representing 3 3/8% of the facility.  In 
the event that the Company wishes to prepay the loan, the agreement 
provides for a prepayment penalty of 2% during the first 18 months 
of the term of the loan.  Warrants to purchase an aggregate of 
974,412 shares of the Company's common stock at an purchase price of 
$6.75 per share were issued to the Lenders in connection with the 
transaction.  The Company has valued the Warrants at $1.3 million 
which is being amortized and included in interest expense over the 
three-year term of the Loan and Security Agreement.  As of October 
31, 1998, the Company had borrowed $24,500,000 under the Credit 
Facility.

On November 2, 1998, the Company obtained three-year vendor 
financing facility for up to $25 million from Cisco Capital Corp. 
Under the terms of the agreement, the Company has agreed to a three 
year, $25 million volume purchase commitment of Cisco Systems 
equipment and services and Cisco Capital Corp has agreed to advance 
funds as these purchases occur. In addition, a portion of the Cisco 
facility can be utilized for working capital costs associated with 
the integration and operation of Cisco Systems solutions and related 
peripherals. 

Pursuant to the terms of the Cisco Vendor Financing Agreement dated 
as of October 14, 1998, the Company has agreed to give the Lender a 
senior security interest in all Cisco products purchased with the 
proceeds of the first $15 million advanced under the facility and a 
subordinate security interest in all other assets of the Company.  
Under the terms of the Cisco facility, the Company is required to 
pay interest on funds advanced under the facility at an annual rate 
of 12.5%.  In addition, the Company is required to pay a commitment 
fee of .50% per annum on any unused amounts under the facility as 
well as a monthly line fee of $15,000 per month.  The Company paid a 
closing fee of 1% of the total credit facility.




                                18


<PAGE>
The Company expects to utilize the proceeds of the Cisco financing 
to deploy the first phase of its data-centric Integrated 
Communications Network in 22 network hub and node sites within the 
New York and New England regions.

The implementation of the Company's current business plan to further 
penetrate its existing markets, deploy the ICN in its existing 
markets and enhance and expand the CTC information systems will 
require significant capital. The Company may require additional 
capital if it experiences demand for its products and services in 
excess of that which is currently planned, accelerates the rate of 
expansion of its sales presence from that which is currently 
anticipated or accelerates the deployment of  the ICN in its 
existing markets.  Additional capital will be required to expand the 
Company's sales presence into the New York-Washington D.C. corridor 
and deploy its ICN into this region or any other new markets. The 
Company also expects to seek additional lease financing to fund the 
acquisition of equipment and software related to the enhancements 
and expansion of the CTC information systems and the deployment of 
its network operating centers.  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.

While the Company believes that under its current business plan the 
proceeds from the Goldman Sachs/Fleet credit facility combined with 
the Cisco facility and other anticipated lease financing will be 
sufficient to fund  operations at least through December 1999, 
several factors could influence the timing of the Company's need for 
additional capital.  These factors include, but are not limited to: 
(a) the need to finance larger amounts of working capital if the 
Company experiences demand for its services in excess of that which 
is planned, (b) the Company expands its sales presence faster than 
currently anticipated, (c) the enhancements and expansion of the CTC 
information systems turn out to be more capital intensive than 
originally planned, or (d) the Company fails to collect or is 
delayed in collecting the approximately $11.5 million which it 
believes is due from Bell Atlantic under its former Agency 
arrangement or is delayed in collecting such amounts.  The Company 
may seek opportunistic financing activities prior to December 1999 
depending on market conditions.











                                    19


<PAGE>
Part II

Item 1.  Legal Proceedings

The information required under this item with respect to the actions 
entitled (1) "CTC Communications Corp. v. Bell Atlantic 
Corporation," U.S. District Court for the District of Maine, Civil 
Action No. 97-CV-395-P-H and (2) "Bell Atlantic Corporation v. CTC 
Communications Corp. and Computer Telephone Company," U.S. District 
Court for the Southern District of New York, Case No. 98 CIV 0048, 
has been previously reported in the Company's Current Reports on 
Form 8-K dated February 3, 1998 and August 4, 1998 and in the 
Company's Annual Report on Form 10-K for the fiscal year ended March 
31, 1998.

In December 1997, the Company terminated its agency contract and 
filed suit against Bell Atlantic for breaches of the contract, 
including the failure of Bell Atlantic's retail division to pay $14 
million in agency commissions (now approximately $11.5 million) owed 
to the Company. The Company also asserted violations by Bell 
Atlantic of antitrust laws and the Telecommunications Act. Bell 
Atlantic filed counterclaims asserting that the Company breached a 
provision of the agency contract prohibiting the Company from 
selling non-Bell Atlantic local services to certain agency customers 
for a one-year period following termination of the contract. Based 
on that provision, Bell Atlantic obtained a temporary restraining 
order ("TRO") that prohibits the Company from marketing certain 
local telecommunications services to any Bell Atlantic customer for 
whom the Company was responsible for account management, or to whom 
the Company sold Bell Atlantic services, during 1997.  On July 31, 
1998, Judge Gene Carter of the United States District Court of 
Portland, Maine ordered the dissolution of the TRO 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. The Company purchases Bell Atlantic telecommunications 
services local products for resale and believes that the lawsuit has 
not affected the Company's good relations with the Bell Atlantic 
wholesale division. Moreover, Bell Atlantic is prohibited by 
applicable federal law from discriminating against the Company in 
the provision of wholesale services. See "Risk Factors-Potential 
Impact of the Bell Atlantic Litigation" and Note 2 to the Company's 
Unaudited Financial Statements contained herein.

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


                               20


<PAGE>

Item 2.  Changes in Securities

(c)  During the quarter ended September 30, 1998, the Company issued 
a total of 14,850 shares of Common Stock for an aggregate 
consideration of $34,429 pursuant to the exercise of employee 
incentive stock options by four employees of the Company.  The 
shares were issued in reliance upon the exemption from registration 
provided by Section 4(2) of the Securities Act of 1933, as amended, 
as transactions by an issuer not involving a public offering.  The 
recipients of the securities represented their intention to acquire 
the securities for investment only and not with a view to or for 
sale in connection with any distribution thereof and appropriate 
legends were attached to the shares certificates and stop transfer 
orders given to the Company's transfer agent.  All recipients had 
adequate access to information regarding the Company.

On July 15, 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 Spectrum commitment that, at any time prior to 
June 30, 1999, it would, 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.  The 
Spectrum commitment was given in conjunction with a $20 million 
Interim Financing Commitment issued by Fleet National Bank to 
satisfy the Company's short-term liquidity requirements of the bank. 
The warrants were issued in reliance upon the exemption from 
registration provided by Section 4(2) of the Securities Act of 1933, 
as amended, as transactions by an issuer not involving a public 
offering.

On September 1, 1998, the Company issued to Goldman Sachs Credit 
Partners, L.P. and Fleet National Bank (collectively, the 
"Lenders"), in consideration of the Lenders providing a three-year 
senior secured credit facility to the Company consisting of 
revolving loans in the aggregate amount of up to $75 million, five-
year warrants to purchase an aggregate of 974,412 shares of Common 
Stock at a purchase price of $6.75 per share.  The warrants were 
issued in reliance upon the exemption from registration provided by 
Section 4(2) of the Securities Act of 1933, as amended, as 
transactions by an issuer not involving a public offering.  
Reference is made to the Company's Current Report on Form 8-K and 
exhibit thereto dated and filed on October 2, 1998 for a complete 
description of the transaction.

                             21


<PAGE>
Item 6 - Exhibits and Reports on Form 8-K


(a) The following exhibits are included herein:

3.1  Restated Articles of Organization, as amended(6)
3.2  Amended and Restated By-Laws of Registrant(6)
4.1  Form of Common Stock Certificate(5)
9.1  Voting Agreement dated April 10, 1998 among Robert
     Fabbricatore and certain of his affiliates and Spectrum(7)
10.1  1996 Stock Option Plan(3)
10.2  1993 Stock Option Plan(5)
10.3  Employee Stock Purchase Plan(4)
10.4  Lease for premises at 360 Second Ave., Waltham MA(5)
10.5  Sublease for premises at 360 Second Ave., Waltham MA(5)
10.6  Lease for premises at 110 Hartwell Ave., Lexington MA(5)
10.7  Lease for premises at 120 Broadway, New York, NY(5)
10.8  Agreement dated February 1, 1996 between NYNEX and the Company(5)
10.9  Agreement dated May 1, 1997 between Pacific Bell and
      the Company (5)
10.10  Agreement dated January 1, 1996 between SNET America,Inc.
       and the Company(5)
10.11  Agreement dated June 23, 1995 between IXC Long Distance
       Inc. and the Company, as amended(5)
10.12  Agreement dated August 19, 1996 between Innovative Telecom
       Corp. and the Company(5)
10.13  Agreement dated October 20, 1994 between Frontier
       Communications International, Inc. and the Company, as amended(5)
10.14  Agreement dated January 21, 1997 between Intermedia
       Communications Inc. and the Company(5)
10.15  Employment Agreement between the Company and Steven Jones
       dated February 27, 1998(7)
10.16  Securities Purchase Agreement dated April 10, 1998 among
       the Company and the Purchasers named therein(6)
10.17  Registration Rights Agreement dated April 10, 1998 among
       the Company and the Holders named therein(6)
10.18  Form of Warrant dated April 10, 1998(6)
10.19  Loan and Security Agreement dated as of September 1, 1998
       by and between the Company, Goldman Sachs Credit Partners
       L.P. and Fleet National Bank(8)
10.20  Agreement with Cisco Systems Capital Corp. dated as of
       October 14, 1998 (9)
10.21  Warrant dated July 15, 1998 issued to Spectrum (10)
10.22  Lease for premises at 220 Bear Hill Rd., Waltham MA(10)
10.23  Warrant dated September 1, 1998 issued to Goldman Sachs & Co.(10)
10.24  Warrant dated September 1, 1998 issued to Fleet National Bank(10)
27     Financial Data Schedule(10)
99.1   Risk Factors(10)
-----------------
(footnotes on next page)












                                        22



<PAGE>

(1) Incorporated by reference to an Exhibit filed as part of the Registrant's 
Quarterly Report on Form 10-Q for the quarter ended December 31, 1996. 
(2) Incorporated by reference to an Exhibit filed as part of the Registrant's 
Registration Statement on Form S-18 (Reg. No. 2-96419-B)
(3) Incorporated by reference to an Exhibit filed as part of the Registrant's 
Registration Statement on Form S-8 (File No. 333-17613)
(4) Incorporated by reference to an Exhibit filed as part of the Registrant's 
Registration Statement on Form S-8 (File No. 33-44337)
(5) Incorporated by reference to an Exhibit filed as part of the Registrant's 
Annual Report on Form 10-K for the Fiscal Year Ended March 31, 1997. 
(6) Incorporated by reference to an Exhibit filed as part of the Registrant's 
Current Report on Form 8-K dated May 15, 1998.
(7) Incorporated by reference to an Exhibit filed as part of the Registrant's 
Annual Report on Form 10-K for the Fiscal Year Ended March 31, 1998.
(8) Incorporated by reference to an Exhibit filed as part of the Registrant's 
Current Report on Form 8-K dated October 2, 1998.
(9) Incorporated by reference to an Exhibit filed as part of the Registrant's 
Current Report on Form 8-K dated November 6, 1998.
(10) Filed herewith.


(b) Reports on Form 8-K

On August 4, 1998, the Registrant filed a report on Form 8-K 
incorporating its August 3, 1998 press release which provided an 
update on the status of the Bell Atlantic litigation and various 
state regulatory actions.
































                                23



<PAGE>

                          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: November 13, 1998               /S/  ROBERT J. FABBRICATORE
                                    ----------------------------
                                         Robert J. Fabbricatore
                                         Chairman and CEO


Date: November 13, 1998               /S/  STEVEN C. JONES
                                   -----------------------------
                                         Steven C. Jones
                                         Executive Vice President,
                                         and Chief Financial Officer




















                                        24