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 December 31, 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       02451
(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 February 12, 1998, 10,306,458 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 December 31 and March 31, 1998           3

                        Condensed Statements of Operations
                        Three Months Ended December 31, 1998 and 1997  4

                        Condensed Statements of Operations
                        Nine Months Ended December 31, 1998 and 1997    5

                        Condensed Statements of Cash Flows
                        Nine Months Ended December 31, 1998 and 1997    6

                        Notes to Condensed Financial Statements         7-10

            Item 2.     Management's Discussion and Analysis of
                        Financial Condition and Results of Operations   11-20

            Item 3.     Quantitative and Qualitative                    Inapplicable
                        Disclosures About Market Risk

Part II                 OTHER INFORMATION

            Item 1.     Legal Proceedings                               Inapplicable

            Item 2.     Changes in Securities                           21

            Item 3.     Default Upon Senior Securities                  Inapplicable

            Item 4.     Submission of Matters to a  
                        Vote of Security Holders                        21

            Item 5.     Other Information                               Inapplicable

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

</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
<TABLE>
<CAPTION>
                                                December 31,         March 31,
                                                   1998                1998
                                              ---------------     ---------------
<S>                                             <C>              <C>
ASSETS
Current Assets
Cash and cash equivalents                        $  2,597,116     $  2,167,930
Accounts receivable, net                           26,462,861       17,288,183
Prepaid expenses and other current assets           8,839,184        3,029,069
                                                 -------------    -------------
         Total Current Assets                      37,899,161       22,485,182
 
Furniture, Fixtures and Equipment                  37,889,161       13,376,970
Less accumulated depreciation                     (10,197,683)      (6,837,683)
                                                 -------------    -------------

         Total Equipment                           25,441,118        6,539,287
 
Deferred income taxes                                       0        1,834,000
Other assets                                        4,188,531          108,885
                                                 -------------    -------------
         Total Assets                            $ 67,528,810     $ 30,967,354
                                                 =============    =============
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses            $ 29,088,014     $  8,958,476
Accrued salaries and related taxes                  2,342,299          756,159
Current portion of obligations under
  capital leases                                    1,312,621          231,796
Current portion of note payable to bank                     0        1,196,400
                                                 -------------    -------------
         Total Current Liabilities                 32,742,934       11,142,831

Obligations under capital leases,
  net of current portion                            4,671,226        1,114,277
Notes payable, net of current portion              35,958,287        7,130,671
 
Series A redeemable convertible preferred stock    12,561,573                0

Stockholders' Equity (Deficit)
Common stock                                          102,911           99,806
Additional paid in capital                          6,960,212        5,245,704
Deferred Compensation                                (238,910)        (318,410)
Retained-earnings (deficit)                       (25,063,598)       6,688,300
                                                 -------------    -------------
                                                  (18,239,385)      11,715,400
Amounts due from stockholders                        (165,825)        (135,825)
                                                 -------------    -------------
         Total Stockholders' Equity (Deficit)     (18,405,210)      11,579,575
                                                 -------------    -------------
         Total Liabilities and
         Stockholders' Equity (Deficit)          $ 67,528,810     $ 30,967,354
                                                 =============    =============
</TABLE>

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

                                 3

<PAGE>
                       CTC COMMUNICATIONS CORP.
                    CONDENSED STATEMENTS OF OPERATIONS

                                                  Three Months Ended
                                            December 31,        December 31,
                                                 1998                1997
                                             -------------     -------------
Telecommunications revenues                  $  19,024,531    $  3,535,540
Commission revenues                                      0       7,620,106
                                             --------------   -------------
Total revenues                                  19,024,531      11,155,646

Costs and expenses:
    Cost of telecommunications revenues         16,429,094       2,940,001
    Selling, general and administrative
      expenses                                  14,303,425       7,381,233
                                             --------------   -------------
                                                30,732,519      10,321,234
                                             --------------   -------------
Income (loss) from operations                  (11,707,988)        834,412

Other:
    Interest income                                 12,405          29,274
    Interest expense                            (1,207,914)        (11,908)
    Other                                            3,472           9,222
                                             --------------   -------------
                                                (1,192,037)         26,588
Income (loss) before income taxes              (12,900,025)        861,000
 
Provision (benefit) for income taxes              (903,000)        355,000
                                             --------------   -------------
Net income (loss)                           $  (11,997,025)   $    506,000
                                             ==============   =============
Net income (loss) per common share:
    Basic                                   $        (1.20)   $       0.05
                                             ==============   =============
    Diluted                                 $        (1.20)   $       0.05
                                             ==============   =============
Weighted average number of common shares :
    Basic                                       10,260,932       9,917,361
                                             ==============   =============
    Diluted                                     10,260,932      11,078,771
                                             ==============   =============

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

                                  4

<PAGE>
                       CTC COMMUNICATIONS CORP.
                    CONDENSED STATEMENTS OF OPERATIONS

                                                   Nine Months Ended
                                              December 31,     December 31,
                                                 1998              1997
                                             --------------   -------------
Telecommunications revenues                  $  46,376,407    $ 10,078,325
Commission revenues                                      0      24,581,370
                                             --------------   -------------
Total revenues                                  46,376,407      34,659,695
 
Costs and expenses:
    Cost of telecommunications revenues         40,425,994       8,095,086
    Selling, general and administrative
      expenses                                  36,799,882      21,370,033
                                             --------------   -------------
                                                77,225,876      29,465,119
                                             --------------   -------------
Income (loss) from operations                  (30,849,469)      5,194,576
 
Other:
    Interest income                                183,237         126,212
    Interest expense                            (2,608,890)        (22,135)
    Other                                           36,473          14,348
                                             --------------   -------------
                                                (2,389,180)        118,425
Income (loss) before income taxes              (33,238,649)      5,313,001
 
Provision (benefit) for income taxes            (2,327,000)      2,189,000
                                             --------------   -------------
Net income (loss)                           $  (30,911,649)   $  3,124,001
                                             ==============   =============
Net income (loss) per common share:
    Basic                                   $        (3.15)   $       0.32
                                             ==============   =============
    Diluted                                 $        (3.15)   $       0.29
                                             ==============   =============
Weighted average number of common shares :
    Basic                                       10,080,465       9,856,079
                                             ==============   =============
    Diluted                                     10,080,465      10,824,001
                                             ==============   =============

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

                                  5

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

                                                      Nine Months Ended
                                                December 31,     December 31,
                                                   1998             1997
                                               -------------    -------------
OPERATING ACTIVITIES
Net income (loss)                              $(30,911,649)    $  3,124,001

Adjustments to reconcile net income to
 net cash (used) by operating activities:
   Depreciation and amortization                  3,699,173          750,000
   Stock compensation expense                        79,500                0
   Warrants expense                                 210,926                0

Changes in noncash working capital items:
   Accounts receivable                           (9,174,678)      (6,475,864)
   Other current assets                          (3,976,115)        (352,378)
   Other assets                                  (3,198,072)           3,600
   Accounts payable                              20,129,538        1,008,833
   Accrued liabilities                            1,586,140)        (527,093)
   Accrued taxes                                          0         (224,518)
   Deferred revenue                                       0           (6,588)
                                               -------------    -------------
Net cash (used) by operating activities         (21,555,237)      (2,700,007)

INVESTING ACTIVITIES

Additions to equipment                          (17,436,552)      (4,556,428)
                                               -------------    -------------
Net cash used in investing activities           (17,436,552)      (4,556,428)

FINANCING ACTIVITIES

Proceeds from notes payable                      27,631,216        1,846,073
Proceeds from the issuance of redeemable
  preferred stock                                11,861,321                0
Repayments under capital leases                    (187,505)               0
Proceeds from the issuance of common stock          115,943          106,170
                                               -------------    -------------
Net cash provided by financing activities        39,420,975        1,952,243


Increase (decrease) in cash                         429,186       (5,304,192)
Cash at beginning of year                         2,167,930        6,405,670
                                               -------------    -------------

Cash and cash equivalents at end of period     $  2,597,116     $  1,101,478
                                               =============    =============

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 nine 
months ended December 31, 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

 (a)  Pending Legal Proceedings.

Lawsuit Against Bell Atlantic.  In December 1997, the Company terminated 
its agency contract and filed suit against Bell Atlantic in Federal District 
Court for breach of contract, including the failure of Bell Atlantic's retail 
division to pay $14 million in agency commissions (approximately $11.5 million 
as of December 31, 1998) owed to the Company.  The Company also asserted 
violations by Bell Atlantic of the antitrust laws and 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 TRO, which prohibited 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 in 1997.  In July of 1998, the Federal District Court in 
Portland, Maine ruled that the TRO was improperly issued and dissolved it.  
The Company's position that it should have full access to market and sell 
local services to all customers it served as an agent was affirmed by the 
Court.  Bell Atlantic did not appeal this decision.  The Company is currently 
marketing local services to those customers.  Trial commenced in February 1999 
with respect to the Company's law suit against Bell Atlantic for breach of 
contract and violations of the Telecommunications Act and antitrust laws and 
is currently in progress.

(b) State Regulatory Proceedings

In response to complaints filed by the Company, the Commonwealth of 
Massachusetts, Department of Telecommunications and Energy ("DTE"), the New 
York Public Service Commission, the New Hampshire Public Utilities Commission, 
the Maine Public Utilities Commission and the Rhode Island Public Utilities 
Commission each ruled that Bell Atlantic's rescinding of its long standing 
policy of permitting resellers, including the Company, to assume the service 
contracts of retail customers under contract to Bell Atlantic without contract 
termination fees violates state law on contract assignment.  Certain of the 
states also cited violations of the resale agreement between the Company and 
Bell Atlantic and Section 251 of the Telecommunications Act (which provides 
that ILECs have a duty not to prohibit, and not to 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). 

                                      7


<PAGE>
The DTE has granted Bell Atlantic a stay of its decision based on 
procedural grounds and agreed to reconsider its earlier decision.  Hearings on 
this issue have also been held in Vermont, but to date, no decision has been 
rendered.

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

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.

NOTE 4. CISCO VENDOR FINANCING FACILITY
On October 14, 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 products provided to the Company by Cisco and other 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 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 and certain other fees.  As of February 
16, 1999, the Company had borrowed $11.5 million under the facility.  
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
As of September 1, 1998, the Company as Borrower, entered into a 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 


                                            8


<PAGE>

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 February 16, 1999, the Company had availability under the 
Credit Facility of $42.4 million and had borrowed approximately $35 million as 
of that date.

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         Nine Months Ended
                                                 December 31,              December 31
                                             1998         1997          1998           1997
                                          -------------------------   --------------------------
Numerator:
<S>                                       <C>          <C>            <C>            <C>
Net income (loss)                         (11,997,025)     506,000    (30,911,649)    3,124,001
Accretion to redemption value on
  redeemable preferred stock                 (302,200)           0       (840,252)            0
Numerator for basic net income (loss)
per share and diluted net income           ------------------------   --------------------------
(loss) per share                          (12,299,225)     506,000    (31,751,901)    3,124,001
                                          =========================   ==========================

Denominator:
Denominator for basic net income (loss)
per share-weighted average shares          10,260,832    9,917,361     10,080,465     9,856,079

Effect of dilutive securities:
Employee stock options                              0    1,161,410              0       967,922

Denominator for diluted net income        -------------------------   --------------------------
(loss) per share-weighted-average shares   10,260,932   11,078,771     10,080,465    10,824,001
                                         ==========================   ==========================
Basic net income (loss) per share               (1.20)        0.05          (3.15)         0.32
                                         ==========================   ==========================
Diluted net income (loss) per share             (1.20)        0.05          (3.15)         0.29
                                         ==========================   ==========================
</TABLE>


                                            9

<PAGE>

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.









                                         10



<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 15 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 
predominantly medium-sized business customers in seven Northeastern states 
through its experienced 172-member direct sales force and 95 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 Nynex Corp. (acquired by Bell Atlantic 
in August 1997), 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.  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.

In January 1999, the Company began deploying phase I of its state-of-the-
art, packet-switched Integrated Communications Network ("ICN"), which the 
Company believes will enable it to improve margins, enhance customer 
control and broaden service offerings.  The ICN is an advanced Asynchronous 
Transfer Mode (ATM)-based network, using Cisco Systems, Inc.  ("Cisco") 
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. 
The Company believes that its ICN will ultimately enable it to deliver 
voice and data services across a single multi-service dedicated connection 
that is expected to lower customers' overall telecommunications costs and 
stimulate demand for new bandwidth intensive services.  The phase 1 
installation includes 22 switching sites in the Company's existing markets 
in New York and New England and is scheduled to be completed in the Spring 
of 1999 ("Phase 1").  Beginning in April 1999, the Company is scheduled to 
begin transitioning selected customers on-net for full beta testing.  The 
Company expects that it will begin transitioning its broader customer base 
on-net in the Summer of 1999. 


                                      11


<PAGE>
The Phase 1 switching hubs will be interconnected by leased transmission 
facilities from Level 3 Communications, LLC ("Level 3") and NorthEast Optic 
Network, Inc. ("NEON").  The initial transmission infrastructure will 
consist of three self-healing SONET-based, fiber optic rings covering the 
southern, western and eastern New England regions.  This advanced SONET 
technology, which permits full circuit redundancy and route diversity, will 
allow CTC to take advantage of dense wave division multiplexing ("DWDM") to 
meet increasing customer demands for reliable, high bandwidth voice, data 
and video connectivity.  The Company has also arranged to co-locate its 
switching hubs in Level 3 and NEON points of presence buildings ("POPs") 
along selected fiber routes.

The Company intends to access its customer locations with leased broadband 
connectivity such as T-1, xDSL, wireless technologies or fiber optic 
facilities where they are available.  Initially, the Company will offer 
dedicated long distance and data services over the ICN and will continue to 
lease local dialtone capabilities through the existing physical connection 
to the incumbent LEC until these services can be cost effectively 
integrated into a packet-switched network architecture.  Given the revenue 
mix and size of the customers CTC is targeting for on-net services, the 
Company believes that it will be capable of transitioning approximately 70% 
of such average target customer's revenue stream on-net without integrating 
local dialtone into its network.  Based on ongoing research and development 
activities at Cisco and other telecom equipment suppliers, the Company 
believes that it will be able to incorporate local dialtone functionality 
into its packet-switching architecture within the next 24 months.  By 
continuing to lease local dialtone capabilities during this interim period, 
the Company will avoid the significant capital requirements associated with 
circuit switching architectures and it will be able to offer ubiquitous 
service in its target markets.  Furthermore, this network strategy 
initially will enable the Company to significantly simplify the 
transitioning of existing customers on-net since a disconnection from the 
incumbent LEC and reconnection to CTC will not be required.  In 
transitioning CTC customers on-net, the Company will simply be required to 
reprogram a customer's PABX and/or WAN routers to direct long distance and 
data traffic to the CTC broadband connection to the ICN. This strategy will 
also allow customers to retain their existing phone numbers as well as have 
the built in redundancy of the separate physical connection to the 
incumbent LEC. 

Prior to deploying the ICN, the Company is building its base of installed 
access lines through reselling the network services of other 
telecommunications carriers to targeted customers who can later be 
transitioned "on-net.".

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.  Following the deployment of the ICN, the cost of 
services for "on-net" customers will include the leasing costs associated 
with transmission, co-location and access facilities as well as the 
depreciation charges associated with the Company's switching equipment.

                                     12


<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.  Since implementing its ICP strategy, the 
Company has expanded its staff to include three additional senior 
executives and 82 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.

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.





                                       13


<PAGE>
RESULTS OF OPERATIONS - THREE AND NINE MONTHS ENDED DECEMBER 31, 1998 AS 
COMPARED TO THE THREE AND NINE MONTHS ENDED DECEMBER 31, 1997.

The results for the quarter ended December 31, 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 on a single integrated bill.  The Company will continue reselling 
telecommunications services until the deployment of its Integrated 
Communications Network ("ICN"), at which point the Company will begin 
migrating customers onto its own network. 

Total revenues for the third fiscal quarter were $19,025,000, as compared 
to $11,156,000 for the same period of the preceding Fiscal year, or an 
increase of 71%.  Total revenues for the nine months ended December 31, 
1998 were $46,376,000, as compared to $34,660,000, or an increase of 34%.  
The December quarter revenues also represented an increase of 31% over the 
September 1998 quarter revenues of $14,516,000.  Revenues for local, 
Internet access and data services increased a combined 55% on a sequential 
quarter basis due primarily to the addition of new customer relationships. 

A common basis for measurement of an ICP's progress is the growth in access 
line equivalents ("ALEs").  During the quarter ended December 31, 1998, the 
Company provisioned 38,878 net access line equivalents, bringing the total 
lines in service to 103,272 for the Company's first year as an ICP.  Net 
lines provisioned during the quarter ended December 31, 1998 represented a 
61% sequential increase over net lines provisioned during the quarter ended 
September 30, 1998. The Company experienced the strongest growth in data 
ALEs with an approximately 67% sequential increase from the quarter ended 
September 1998, which brings data ALEs in service to 19,638, or 19% of 
total ALEs as of December 31, 1998.

Costs of telecommunications revenues for the quarter ended December 31, 
1998 were $16,429,000, as compared to $2,940,000 for the same period of the 
preceding Fiscal year.  For the nine months ended December 31, 1998, costs 
of telecommunications revenues were $40,426,000, as compared to $8,095,000 
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 86% for the quarter ended December 1998, as compared to 85% 
for the quarter ended September 1998.  The decrease in gross margin is due 
primarily to the Company's non-resale revenue declining as a percentage of 
total revenue.  Excluding the effects of the non-resale revenue, the gross 
margin due to resale revenue remained unchanged from the quarter ended 
September 1999. 

For the quarter ended December 31, 1998, selling, general and 
administrative expenses (SG & A) increased 94% to $14,303,000 from  
$7,381,000 for the same period of the preceding fiscal year.  For the nine 
months ended December 31, 1998, SG & A expenses were $36,800,000, as 



                                      14


<PAGE>

compared to $21,370,000, or an increase of 72%.  These increases were due 
to the opening of additional branch sales offices during the nine months 
ended December 31, 1998 and the associated increased number of sales and 
service employees hired in connection with the transition to the ICP 
platform.  As of December 31, 1998, the Company employed 389 people 
including 172 Account Executives and 95 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 $1,400,000 of increased depreciation 
expense in the third fiscal quarter and an additional $2,600,000 of 
depreciation expense year-to-date 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 $813,000 and 
$3,444,000 respectively, for the three and nine months ended December 31, 
1998.

Interest and other expense increased to $1,200,000 and $2,400,000, 
respectively, for the three and nine months ended December 31, 1998.  The 
increase is due to increased borrowings to fund the Company's losses and 
the investment in the Integrated Communications Network, the fees 
associated with the Company's credit facility and vendor financing 
facility, and the amortization of the interest expense associated with the 
warrants issued to the Company's lenders under the credit facility.

The benefit for income taxes has been booked 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.

As a result of the above factors, the net loss was $11,997,000 and 
$30,912,000, respectively, for the three and nine months ended December 31, 
1998.

Liquidity and Capital Resources

Working capital at December 31, 1998 amounted to $5,156,000 as compared to 
$11,342,000 at March 31, 1998, a decrease of 55%, due to an increase in 
accounts payable resulting from approximately $8,000,000 of fixed assets 
purchased during the quarter that were not yet funded under the Company's 
Vendor Financing Facility.  These assets were funded during the fourth 
quarter of fiscal 1999, thereby reducing accounts payable and increasing 
notes payable by $8,000,000. This was partially offset by a 
reclassification of deferred income taxes of $1,834,000 from non-current 
assets to current assets to more accurately reflect its present status. 
Cash balances at December 31, 1998 and March 31, 1998 totaled approximately 
$2,597,000 and $2,167,000, respectively.


                                      15


<PAGE>
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 "Bell Atlantic Receivable"), 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 or 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.  Also, on 
June 30, 1998 the Company received a commitment from Spectrum (the 
"Spectrum Commitment") to purchase, at the Company's option, an additional 
$5 million of preferred stock on the same terms and conditions as the 
Series A Convertible Preferred Stock, which option extends until June 30, 
1999. 

On September 1, 1998, the Company entered into the Loan and Security 
Agreement (the "Credit Facility") with Goldman Sachs Credit Partners L.P. 
("GSCP") and Fleet National Bank ("Fleet") (GSCP and Fleet are together, 
the "Lenders").  Under the terms of the Credit Facility, 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. 
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 an 
additional $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 2.0% 
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 Credit Facility. .  As of February 16, 1999, the Company had 
availability under the Credit Facility of $42.4 million and had borrowed 
approximately $35 million as of that date.

In connection with the receipt of the commitment from Toronto Dominion 
(Texas), Inc. ("TD") (described below), the Company expects that the 
Lenders will agree to amend certain covenants under the Credit Facility 
(the "Credit Facility Amendment").  The closing of the Credit Facility 
Amendment would be subject to various conditions, including the execution 
of a satisfactory intercreditor agreement with TD (as defined below).


                                     16


<PAGE>
On October 14, 1998, the Company entered into an agreement (the "Vendor 
Facility" and, together with the Credit Facility, the "Senior Facilities") 
with Cisco System Capital Corporation ("Cisco Capital") for up to $25 
million of vendor financing.  Under the terms of the agreement, the Company 
has agreed to a three year, $25 million volume purchase commitment of Cisco 
equipment and services and Cisco Capital has agreed to advance funds as 
these purchases occur.  In addition, a portion of the Vendor Facility can 
be utilized for working capital costs associated with the integration and 
operation of Cisco solutions and related peripherals. Under the terms of 
the Vendor Facility, the Company is required to pay interest on funds 
advanced under the facility at an annual rate of 12.5%.  In addition to 
other amounts, the Company is required to pay a commitment fee of .50% per 
annum on any unused amounts under the facility.  The Company paid a closing 
fee of 1% of the total Vendor Facility.  As of February 16, 1999, the 
Company had borrowed $11.5 million under the Vendor Facility.

Pursuant to the terms of the Senior Facilities, the Company obtained an 
Intercreditor Agreement dated as of September 1, 1998 between Fleet, as 
Agent, Cisco Capital and Cisco Systems, Inc.  Under the Intercreditor 
Agreement, the Company has agreed to give Cisco Capital a senior security 
interest in all products provided to the Company by Cisco and other 
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. 

The Company expects to utilize the proceeds of the Vendor Facility to 
deploy the first phase of its data-centric ICN in 22 network hub and node 
sites within the New York and New England regions.

Since September 30, 1998, the Company has entered into various lease and 
vendor financing agreements which provide for the acquisition of up to 
$16.2 million of equipment and software.

In order to ensure that the Company has sufficient liquidity even in the 
event the Bell Atlantic Receivable is not collected or collection is unduly 
delayed, on February 12, 1999, the Company obtained a commitment (the "TD 
Commitment") from Toronto Dominion (Texas), Inc. ("TD") to provide an 
unsecured standby credit facility for up to $30 million for capital 
expenditures and other general corporate purposes (the "TD Facility").  The 
closing of the TD Facility and subsequent draws under the facility are 
subject to customary conditions, including the execution of definitive 
documentation, receipt of the Credit Facility Amendment, and execution of a 
satisfactory intercreditor agreement with the lenders under the Senior 
Facilities.  

Under the terms of the TD Commitment, $10 million would be immediately 
available and the remaining $20 million would become available if the 
Company raises an additional $5 million in proceeds from the issuance of 
common or preferred equity (which could be satisfied by calling the 
Spectrum Commitment), which equity requirement would be reduced by any 
proceeds received as a result of the Company's litigation with Bell 
Atlantic in excess of $10 million.  The Company will be required to pay 
certain commitment fees on closing of the TD Facility with additional 
commitment fees payable if the TD Facility is still outstanding on the 
dates six months, nine months and one year after the closing.  In addition, 
the Company would be required to pay a quarterly availability fee on 
unfunded amounts as well as a funding fee for any draws.  Draws under the 
TD Facility would initially bear interest at 7.00% over the three-month US 

                                        17


<PAGE>
Dollar deposit LIBOR rate and would increase quarterly thereafter.  The TD 
Facility matures 15 months after the closing. Under the terms of the TD 
Commitment, the Company would be required to repay draws with the proceeds 
from subsequent issuances of equity or debt securities or from subsequent 
bank financings.

Over the next three years the Company has outstanding commitments 
ggregating $11.6 million to Level 3 Communications, LLC and NorthEast Optic 
Network, Inc.  for the leasing of transmission and co-location facilities 
for its ICN pursuant to agreements entered into by the Company in January 
1999.
 
Over the next 12 months, the Company intends to (i) further exploit its 
existing markets, (ii) deploy the ICN in its existing markets, and (iii) 
enhance the CTC Information System.  Over the next three years, subject to 
the availability of financing, the Company intends to further expand within 
its existing markets and into six additional states in the New York-
Washington, D.C. corridor and continue the deployment of its ICN.  

The Company believes that the net proceeds of the anticipated TD Facility 
and the Spectrum Commitment, together with cash on hand and the anticipated 
availability under the Senior Facilities will be sufficient to fund the 
Company's capital expenditures, operating losses and working capital 
requirements for its existing markets for approximately the next 12 months 
even in the event the Company is unsuccessful or delayed in collecting the 
Bell Atlantic Receivable.  The Company expects to seek additional long-term 
financing to refinance the anticipated TD Facility and further fund its 
business plan within the next 3-6 months, capital markets permitting. After 
the Company has raised sufficient long-term financing to further fund its 
business plan, the Company expects to repay and terminate the TD Facility.

The availability of additional borrowings under the Credit Facility is 
based on prior receivable collections and subject to complying with the 
various covenants of such facility.  There can be no assurance that 
additional amounts will be available to the Company when needed or at all. 
 The Company will require substantial additional funding to continue its 
penetration of, and deployment of its ICN in, its existing markets and to 
implement the Company's planned geographic expansion of its sales presence 
and ICN infrastructure into the New York-Washington D.C. corridor.  The 
Company's actual capital requirements may be materially affected by various 
factors, including the timing and actual cost of implementing the Company's 
ICN, the timing and costs 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.

Partly as a result of (i) Bell Atlantic rescinding its policy permitting 
assignment of existing contracts to CLECs like the Company (including the 
negative affect on the borrowing base under the Credit Facility which has  
resulted from delays in deriving revenue from previous agency customers - 
See Note 2b, "State Regulatory Proceedings"), (ii) the continuing delay in 
collecting the Bell Atlantic Receivable and (iii) greater than anticipated 
capital expenditures, if the TD Facility is not consummated and the Bell 
Atlantic Receivable is not collected, the Company will need to obtain 
additional financing, beyond the proceeds of the Spectrum Commitment, in 
the first or second fiscal quarter of fiscal year 2000.  If the Company 
does not enter into the Credit Facility Amendment, the Company may not 
remain in compliance with certain operational covenants under the Credit 

                                      18


<PAGE>
Facility, depending upon, among other factors, the Company's success in 
deriving revenue from its former agency customers.

Sources of funding may include public offerings or private placements of 
equity or debt securities, vendor financing, equipment lease financing and 
bank loans.  There can be no assurance that additional financing will be 
available to the Company or, if available, that it can be obtained on a 
timely basis and on terms acceptable to the Company and within the 
limitations contained in the Senior Facilities and agreements governing 
other debt issued by the Company from time to time.  Failure to obtain 
financing when needed would result in the delay or abandonment of the 
Company's development and expansion plans which would in turn have a 
material adverse effect on the Company.

YEAR 2000 COMPLIANCE 

Currently, many computer systems and software products are coded to accept 
only two digit, rather than four digit, entries in the date code field.  
Date-sensitive software or hardware coded in this manner may not be able to 
distinguish a year that begins with a "20" instead of a "19," and programs 
that perform arithmetic operations, make comparisons or sort date fields 
may not yield correct results with the input of a Year 2000 date.  This 
Year 2000 problem could cause miscalculations or system failures that would 
affect the Company's operations.

The Company's State of Readiness

The Company has evaluated the effect of the Year 2000 problem on its 
information systems and is implementing plans to ensure its systems and 
applications will effectively process information necessary to support 
ongoing operations of the Company in the year 2000 and beyond.  The Company 
believes its information technology ("IT") and non-IT systems will be Year 
2000 compliant by the end of 1999.  

In connection with the deployment of the Company's new Integrated 
Communications Network ("ICN"), the Company has designed a new database 
architecture for its computer systems which will comply with "Year 2000" 
requirements.  Installation of the ICN and related software is expected to 
be completed in June 1999 and testing of the system, including its Year 
2000 compliance, is expected to commence in May 1999.  While the Company 
expects that all significant IT-related systems will be Year 2000 compliant 
by mid-1999, there can be no assurance that all Year 2000 problems in the 
new system will be identified or that the necessary corrective actions will 
be completed in a timely manner.

The Company has requested certification from its significant vendors and 
suppliers demonstrating their Year 2000 compliance.  To date, approximately 
60% of vendors and suppliers have delivered such certifications and the 
Company anticipates that it will receive the additional certifications 
requested.  The Company intends to continuously identify critical vendors 
and suppliers and communicate with them about their plans and progress in 
addressing Year 2000 problems.  There can be no assurance that the systems 
of these vendors and suppliers will be timely converted or that the failure 
to so comply will not have an adverse effect on the Company's operations.  



                                        19


<PAGE>
The Company's Costs of Year 2000 Remediation

The Company has not incurred material costs related specifically to Year 
2000 issues and does not expect to in the future.  However, there can be no 
assurance that the costs associated with Year 2000 problems will not be 
greater than anticipated.

The Company's Year 2000 Risk

Based on the efforts described above, the Company currently believes that 
its systems will be Year 2000 compliant in a timely manner. The Company has 
completed the process of identifying Year 2000 issues in its IT and non-IT 
systems and expects to complete any remediation efforts by mid-1999.  
However, there can be no assurance that all Year 2000 problems will be 
successfully identified, or that the necessary corrective actions will be 
completed in a timely manner.  Failure to successfully identify and 
remediate Year 2000 problems in critical systems in a timely manner could 
have a material adverse effect on the Company's results of operations, 
financial position or cash flow.

In addition, the Company believes that there is risk relating to 
significant vendors' and suppliers' failure to remediate their Year 2000 
issues in a timely manner.  Although the Company is communicating with its 
vendors and suppliers regarding the Year 2000 problem, the Company does not 
know whether these vendors' or suppliers' systems will be Year 2000 
compliant in a timely manner.  If one or more significant vendors or 
suppliers are not Year 2000 compliant, this could have a material adverse 
effect on the Company's results of operations, financial position or cash 
flow.  

The Company's Contingency Plans

The Company plans by mid-year 1999 to develop contingency plans to be 
implemented in the event planned solutions prove ineffective in solving 
Year 2000 compliance.  If it were to become necessary for the Company to 
implement a contingency plan, it is uncertain whether such plan would 
succeed in avoiding a Year 2000 issue which may otherwise have a material 
adverse effect on the Company's results of operations, financial position 
or cash flow.





                                         20


<PAGE>
Part II 

Item 2.  Changes in Securities

(c)  During the quarter ended December 31, 1998, the Company issued a total 
of 287,010 shares of Common Stock for an aggregate consideration of 
$114,149 pursuant to the exercise of stock options by thirteen individuals. 
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.


Item 4 - Submission of Matters to a Vote of Security Holders
(a)     The 1998 Annual Meeting of Stockholders of the Company was held
        on November 16, 1998.

(b)     Not applicable.

(c)     Each nominee for Class I director received the following votes:
<TABLE>
<CAPTION>
                                                     Withhold
Name                           For                   Authority
---------------------------------------------------------------
<S>                          <C>                      <C>  
Henry Hermann                 10,542,047               21,957
Ralph C. Sillari              10,543,507               20,497
</TABLE>

The following table sets forth the other matters voted upon and the
respective number of votes cast for, against, number of abstentions and
broker nonvotes.

<TABLE>
<CAPTION>
Matter                          Votes         Votes                    Delivered
Voted Upon                      For           Against    Abstentions   Non Voted
---------------------------------------------------------------------------------
<S>                           <C>            <C>           <C>          <C>
To approve the 1998
Incentive Plan                 7,235,345      145,991       43,835       3,138,833

To approve selection of
Ernst & Young as
accountants for the
Company for the fiscal
year ending 3/31/99
</TABLE>                      10,535,255       11,524       17,225

(d)     Not applicable.



                                      21


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

(a) The following exhibits are included herein:

27     Financial Data Schedule
99.1   Risk Factors


(b) Reports on Form 8-K

On October 2, 1998 the Registrant filed a Form 8-K disclosing the existence 
and terms of the Goldman Sachs Credit Partners, L.P./Fleet National Bank 
$75 million credit facility.

On November 6, 1998, the Registrant filed a Form 8-K disclosing the 
existence and terms of the Cisco Capital Corp. $25 million vendor financing 
facility.







                                 22


<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: February 16, 1999              /S/  ROBERT J. FABBRICATORE
                                    ----------------------------
                                         Robert J. Fabbricatore
                                         Chairman and CEO


Date: February 16, 1999              /S/  STEVEN C. JONES
                                   -----------------------------
                                         Steven C. Jones
                                         Executive Vice President,
                                         and Chief Financial
                                         Officer




















                                        23