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, 1997.

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 February 1, 1998, 9,974,683 shares of Common Stock were
outstanding.

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

Part I                  FINANCIAL STATEMENTS                 PAGE NO.

            Item 1.     Financial Statements
                         
                        Condensed Balance Sheets
                        as of December 31 and March 31, 1997              3

                        Condensed Statements of Income
                        Three Months Ended December 31, 1997 and 1996     4

                        Condensed Statements of Income
                        Nine Months Ended December 31, 1997 and 1996      5

                        Condensed Statements of Cash Flows
                        Nine Months Ended December 31, 1997 and 1996      6

                        Notes to Condensed Financial Statements        7-10

            Item 2.     Management's Discussion and Analysis of
                        Financial Condition and Results of Operations 11-17

            Item 3.     Quantitative and Qualitative Disclosures
                        About Market Risk                      Inapplicable

Part II                 OTHER INFORMATION

            Item 1.     Legal Proceedings                             17-18

            Item 2.     Changes in Securities                            18

            Item 3.     Default Upon Senior Securities         Inapplicable

            Item 4.     Submission of Matters to a  
                        Vote of Security Holders                         18

            Item 5.     Other Information                      Inapplicable

            Item 6.     Exhibits and Reports on Form 8-K
                        The following exhibits are included herein:

                       (11)   Statements Regarding Computation
                              of Per Share Earnings
                              Three Months and Nine Months ended 
                              December 31, 1997 and 1996

                       (27)   Financial Data Schedule

The Company did not file any reports on Form 8-K during the
three months ended December 31, 1997.

                                  2

<PAGE>

                           CTC COMMUNICATIONS CORP.
                           CONDENSED BALANCE SHEETS


                                             December 31 ,         March 31,
                                                 1997                1997
                                             -------------      -------------
ASSETS
Current assets:
Cash and cash equivalents                    $  1,101,478       $  6,405,670
Accounts receivable, net                       17,380,683         10,904,820
Prepaid expenses and other current assets         845,931            493,553
                                             -------------      -------------
     Total Current Assets                      19,328,092         17,804,043

Furniture, Fixtures and Equipment              11,824,800          7,268,372
  Less accumulated depreciation                (6,315,650)        (5,565,650)
                                             -------------      -------------
     Total Equipment                            5,509,150          1,702,722

Deferred tax asset                                566,000            566,000
Other assets                                      110,085            113,685
                                             -------------      -------------
     Total Assets                            $ 25,513,327       $ 20,186,450
                                             =============      =============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses        $  4,247,249       $  3,238,416
Accrued income taxes                                1,430            225,948
Accrued salaries and related taxes              1,896,732          2,423,825
Deferred revenue                                        0              6,588
Current portion of notes payable                  174,796                  0
                                             -------------      -------------
     Total Current Liabilities                  6,320,207          5,894,777

Notes payable, net of current portion           1,671,277                  0

Stockholders' Equity:
Common Stock                                       99,703             96,294
Additional paid in capital                      4,861,215          4,758,454
Retained earnings                              12,696,750          9,572,750
                                             -------------      -------------
                                               17,657,668         14,427,498
Amounts due from stockholders                    (135,825)          (135,825)
                                             -------------      -------------
     Total Stockholders' Equity                17,521,843         14,291,673
                                             -------------      -------------
     Total Liabilities and 
      Stockholders' Equity                   $ 25,513,327       $ 20,186,450
                                             =============      =============
The accompanying notes are an integral part of these financial statements.

                                 3

<PAGE>
                       CTC COMMUNICATIONS CORP.
                    CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                 December 31,   December 31,
                                                     1997           1996
                                                 -------------   ------------
Network service revenues:
<S>                                              <C>            <C>
   Commissions                                   $  7,620,106   $  7,265,608
   Resale                                           3,535,540      2,928,179
                                                 -------------  -------------
                                                   11,155,646     10,193,787
Costs and expenses
   Cost of resale revenue                           2,940,001      2,261,625
   Selling, general and administrative expenses     7,381,233      6,000,420
                                                 -------------  -------------
                                                   10,321,234      8,262,045
                                                 -------------  -------------
Income from operations                                834,412      1,931,742

Other
   Interest income                                     29,274         48,126
   Interest expense                                   (11,908)        (3,237)
   Other                                                9,222          2,369
                                                  ------------  -------------
                                                       26,588         47,258
                                                  ------------  -------------
Income before income taxes                            861,000      1,979,000

Provision for income taxes                            355,000        820,000
                                                 -------------  -------------
Net income                                       $    506,000   $  1,159,000
                                                 =============  =============
Net income per common share:

   Basic                                         $       0.05   $       0.12
                                                 =============  =============
   Diluted                                       $       0.05   $       0.11
                                                 =============  =============
Weighted average number of common shares:

   Basic                                            9,917,361      9,607,538
                                                 =============  =============
   Diluted                                         11,078,771     10,696,595
                                                 =============  =============
</TABLE>

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

                                  

<PAGE>
                       CTC COMMUNICATIONS CORP.
                    CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                      Nine Months Ended
                                                December 31,    December 31,
                                                   1997             1996
                                               -------------    -------------
Network service revenues:
<S>                                            <C>              <C>
   Commissions                                 $ 24,581,370     $ 20,841,300
   Resale                                        10,078,325        7,977,015
                                               -------------    -------------
                                                 34,659,695       28,818,315
Costs and expenses
   Cost of resale revenue                         8,095,086        6,094,038
   Selling, general and administrative expenses  21,370,033       17,057,826
                                                ------------    -------------
                                                 29,465,119       23,151,864
                                                  ----------    -------------
Income from operations                            5,194,576        5,666,451

Other
   Interest income                                  126,212          133,632
   Interest expense                                 (22,135)          (9,643)
   Other                                             14,348           10,774
                                               -------------    -------------
                                                    118,425          134,763
                                               -------------    -------------
Income before income taxes                        5,313,001        5,801,214

Provision for income taxes                        2,189,000        2,399,200
                                               -------------    -------------
Net income                                     $  3,124,001     $  3,402,014
                                               =============    =============
Net income per common share:

   Basic                                       $       0.32     $       0.35
                                               =============    =============
   Diluted                                     $       0.29     $       0.31
                                               =============    =============
Weighted average number of common shares:

   Basic                                          9,856,079        9,595,174
                                              =============    =============
   Diluted                                       10,824,001       10,812,910
                                               =============    =============
</TABLE>


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

                                  5

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

<TABLE>
<CAPTION>
                                                      Nine Months Ended
                                                December 31,     December 31,
                                                   1997             1996
                                               -------------    -------------
OPERATING ACTIVITIES
<S>                                            <C>              <C>
Net Income                                     $  3,124,001     $  3,402,014

Adjustments to reconcile net income to
 net cash (used) by operating activities:
   Depreciation and amortization                    750,000          507,000

Changes in noncash working capital items:
   Accounts receivable                           (6,475,864)      (2,824,773)
   Inventories                                            0           23,590
   Other current assets                            (352,378)        (327,086)
   Other assets                                       3,600            3,850
   Accounts payable                               1,008,833          204,290
   Accrued liabilities                             (527,093)         335,178 
   Accrued taxes                                   (224,518)               0
   Deferred revenue                                  (6,588)          (2,950)
                                               -------------    -------------
Net cash (used) by operating activities          (2,700,007)       1,321,113


INVESTING ACTIVITIES

Additions to equipment                           (4,556,428)        (660,494)
                                               -------------    -------------
Net cash used in investing activities            (4,556,428)        (660,494)

FINANCING ACTIVITIES

Proceeds from notes payable                       1,846,073                0
Proceeds from the issuance of common stock          106,170           59,168
                                               -------------    -------------
Net cash provided by financing activities         1,952,243           59,168


(Decrease) in cash                               (5,304,192)         719,787
Cash at beginning of year                         6,405,670        3,941,876
                                               -------------    -------------

Cash and cash equivalents at end of period     $  1,101,478     $  4,661,663
                                               =============    =============
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                 6

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

The accompanying condensed financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include
all the information and footnote disclosures required by generally
accepted accounting principles for complete financial statements. 
In the opinion of management all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation have been
included.  Operating results for the three and nine months ended 
December 31, 1997 are not necessarily indicative of the results
that may be expected for the year ending March 31, 1998.  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 year ended March 31, 1997.

NOTE 2:  CASH DIVIDENDS

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

NOTE 3:  COMMITMENTS AND CONTINGENCIES


In December 1997, the Company filed a Complaint and Jury Trial Demand 
("Complaint")against Bell Atlantic Corporation ("Bell Atlantic") in the 
United States District Court for the District of Maine (Civil Action 
No. 97-CV-395-P-H) alleging breach by Bell Atlantic (as successor to 
the NYNEX Company) of the Agreement for Sale of Services and Account 
Management effective as of February 1, 1996 between NYNEX and the 
Company (the "Agency Agreement") by reason of failure to pay 
approximately $14.0 million in commission payments due and owing under 
the Agency Agreement among other breaches.  Subsequent to filing the 
suit, Bell Atlantic paid the Company $2,025,000 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.  Bell Atlantic has filed a motion in the Maine District 
Court seeking an order transferring the action to the U.S. District 
Court for the Southern District of new York (see below) and the Company 
has opposed this motion.  If the Company is unable to promptly recover 
a substantial portion of the balance due from Bell Atlantic, it will be 
required to obtain additional sources of capital.  There is no 
assurance that such additional financing will be available on favorable 
terms, if at all.

                                7


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

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.  The order will remain in effect unless 
either removed or modified by the court, or until final resolution of 
the action, but in no event beyond December 30, 1998.

The Company intends to file 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 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 impose unreasonable or discriminatory conditions or limitations on,

                                  8


<PAGE>
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.


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

NOTE 4.  COMMON STOCK TRANSACTIONS SUBSEQUENT TO SEPTEMBER 30, 1997

On January 13, 1998, the CTC Communications Corp. Employee Stock 
Purchase Plan purchased 4,406 shares of Common Stock from the 
Company at $8.2875 per share for the purchase period ended December 31,
1997.

Through February 1, 1998, 75,664 shares of Common Stock were
issued as a result of employees exercising outstanding stock
options.

NOTE 5.  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.



                                9


<PAGE>
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
                                        1997        1996         1997          1996
Numerator:
<S>                                 <C>          <C>          <C>          <C>
Net income                             506,000    1,159,000    3,124,001    3,402,014

Numerator for basic net income
per share and diluted net income    -------------------------------------------------
per share                              506,000    1,159,000    3,124,001    3,402,014
                                    =================================================

Denominator:

Denominator for basic net income
per share-weighted average shares    9,917,361    9,607,538    9,856,079    9,595,174

Effect of dilutive securities:
Employee stock options               1,161,410    1,089,057      967,922    1,217,736

Denominator for diluted net income  -------------------------------------------------
per share-weighted-average shares   11,078,771   10,696,595   10,824,001   10,812,910
                                    =================================================
Basic net income per share                0.05         0.12         0.32         0.35
                                    =================================================
Diluted net income per share              0.05         0.11         0.29         0.31
                                    =================================================
</TABLE>


                              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.

RISK FACTORS

This quarterly report includes certain forward-looking statements.  
Like any company subject to a competitive business environment, the 
Company cannot guarantee the results predicted in any of its forward-
looking statements.  Important factors that could cause actual results 
to differ materially from those in the forward-looking statements 
include (but are not limited to) the following:

Need For Additional Financing

In December 1997, the Company sued Bell Atlantic Corp. for unpaid 
commissions amounting to $14,000,000. Of this amount, $2,025,000 was 
paid by Bell Atlantic to the Company subsequent to the filing of the 
suit.  If the Company is unable to promptly collect a substantial 
portion of the balance due, it will require additional financing in 
order to continue to operate its business.  In addition, the Company 
will require additional financing to support the expansion of its CLEC 
business.  Sources of funding for the Company's future financing 
requirements may include public offerings or private placements of 
equity and/or debt securities and additional bank loans.  Although the 
Company is actively negotiating for additional financing, there can be 
no assurance that such 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.  Failure to obtain such additional 
financing could have a material adverse effect on both the current 
business operations of the Company and its ability to further expand 
its CLEC business.

Anticipated Negative Cash Flow from Operations

Although its revenue has increased substantially in each of the last 
three years, the Company has experienced significant increases in 
expenses associated with the development and expansion of its customer 
base and its ongoing transition from agency to reseller operations.  
For the nine months ended December 31, 1997, approximately 71% of such 
revenues were attributable to agency commissions and fees.  Most of 
this revenue source is no longer available due to the Company's 
transition from agency to reseller status.  As a reseller, the Company 
expects to incur significant negative cash flow in the near term as it 
implements its business strategy to expand its telecommunications 
service offerings and enter new markets.  There can be no assurance

                                11
 

<PAGE>
that the Company will sustain the profitability or positive net cash 
flow which it achieved as an agent.  If the Company fails to achieve 
profitability or positive net cash flow, it may not be able to meet its 
working capital requirements, which would have a material adverse 
effect on the Company.

Dependence Upon Implementation of Reseller Operations

An essential component of the Company's strategy is the implementation 
of its reseller operations.  For the nine months ended December 31, 
1997, network service resale income constituted 29% of the Company's 
total revenues.  The success of the Company's reseller expansion plans 
are subject to a number of risks including the availability of adequate 
capital, the increasingly competitive nature of the telecommunications 
industry, including the effect of the development and introduction of 
new technologies and the ability to attract additional personnel, 
adverse results in the pending Bell Atlantic litigation in New York and 
Maine and proceedings before certain state regulatory commissions, and 
the ultimate resolution of certain judicial decisions invalidating 
certain FCC regulations and declaring unconstitutional certain sections 
of the Telecommunications Act of 1996.

Dependence on Relationship with Third-Party Facilities-Based Providers

The Company depends entirely on facilities-based carriers for the 
transmission of customer phone calls.  For each local exchange market 
in which the Company presently operates, there currently is a single 
provider from whom the Company can purchase local exchange services on 
a ubiquitous basis.  Under the Telecommunications Act, the Company is 
entitled to access to local exchange services in such markets.  The 
termination of any of the Company's contracts with its carriers or a 
reduction in the quality or increase in cost of such carriers' services 
could have a material adverse effect on the Company's results of 
operations.  In addition, the accurate and prompt billing of the 
Company's customers is dependent upon the timeliness and accuracy of 
call detail records provided by the carriers whose service the Company 
resells. There can be no assurance that the current carriers will 
continue to provide, or that new carriers, which may not have 
significant experience handling large volumes of resold local exchange 
traffic, will provide, accurate information on a timely basis, and any 
failure to do so could have a material adverse effect on the Company's 
results of operations.

Competition

The Company operates in a highly competitive environment and has no 
significant market share in any market in which it operates.  The 
Company expects that competition will continue to intensify in the 
future due to regulatory changes, including continued implementation of 
the Telecommunications Act, and the increase in the size, resources and 
number of market participants.  In each of its markets, the Company

                               12


<PAGE>
faces competition for local service from substantially larger and 
better capitalized incumbent providers.  Additionally, the long 
distance market is already significantly more competitive than the 
local exchange market because the incumbent local exchange carriers 
("ILECs"), including the Regional Bell Operating Companies ("RBOCs"), 
have historically enjoyed a monopoly position within the local exchange 
market.

OVERVIEW

Initially, the Company entered the local telecommunications market in 
the interconnect business, marketing, selling and servicing key systems 
and PBX business telephone systems in the Northeast.  In the mid-1980s, 
the Company, in response to intensified competitive pressures, sold its 
interconnect business and focused exclusively on marketing and selling 
local telecommunications products under non-exclusive agency 
agreements, first with NYNEX, and then with additional RBOCs.  In 1994, 
the Company began a planned transition to a resale platform in which it 
purchases telecommunications services at wholesale rates from 
facilities-based carriers for resale to its business customers.  This 
transition was completed in December 1997 when the Company terminated 
its agency agreement with Bell Atlantic (formerly NYNEX) and commenced 
resale operations in January 1998 as a CLEC in New England and New York 
State.

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 above, and to 
certain other factors discussed further under "Liquidity and Capital 
Resources" in this Report.  The Company anticipates losses and negative 
cash flow in the near term, attributable in part to significant 
investments in operating, sales, marketing, management information 
systems and general and administrative expenses.  To date, the 
Company's growth, including capital expenditures, has been funded 
primarily from revenues from operations.

Historically, the Company's network service revenues have consisted of 
commissions earned as an agent of Bell Atlantic and other RBOCs and 
since 1994, revenues from the resale of long distance, frame relay, 
Internet access and other communications services.  For the nine months 
ended December 31, 1997, agency commissions accounted for approximately 
71% of network service revenues with resale revenues accounting for 29% 
of such revenues.  As a result of the reseller transition 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.

                                 13


<PAGE>
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.  To 
support its growth, the Company added three senior executives and over 
90 additional employees in 1997.  The Company is also expanding its 
information systems to provide improved recordkeeping for customer 
information and management of uncollectible accounts and fraud control.

RESULTS OF OPERATIONS - THREE MONTHS AND NINE MONTHS ENDED
DECEMBER 31, 1997 AS COMPARED TO THE THREE MONTHS AND NINE MONTHS ENDED 
DECEMBER 31, 1996.

Total revenues for the third quarter of Fiscal 1998 increased 9% to 
$11,156,000 from $10,194,000 for the same period of the preceding year 
(Fiscal 1997).  Network service commission income, which represents 
fees earned by the Company in its capacity as an agent for various 
local and long distance telephone companies, increased 5% to $7,620,000 
for the three months ended December 31, 1997, from $7,226,000 for the 
third quarter of Fiscal 1997.  Network service resale income, which 
represents the gross billings to mid-sized commercial accounts on the 
Company's long distance, Internet access, and frame relay network 
services, increased 21% to $3,536,000 from $2,928,000 for the same 
period of Fiscal 1997. 

Total revenues for the nine month period ended December 31, 1997 
increased 20% to $34,660,000 from $28,818,000 for the same period of 
Fiscal 1997.  Network service commission income increased 18% to 
$24,581,000 from $20,841,000 for the same period of Fiscal 1997.  For 
the nine month period, the Company recognized network service resale 
income of $10,078,000 as compared to $7,977,000 for the same period of 
Fiscal 1997, an increase of 26%.

Overall, these increases in revenue can be attributed to the 
development of additional customer relationships in the middle market

                             14


<PAGE>
commercial segment, as well as increased sales to the Company's 
existing customer base.  In the network service commission income 
category, increased unit sales under the Bell Atlantic contract 
accounted for the growth in revenues.  While revenues increased 18% on 
a year-to-year comparison, commission revenues decreased 6% between the 
quarter ended September 30, 1997 and the quarter ended December 31, 
1997 due to the Company's increased focus on preparing for the 
transition to the resale platform.  In the network service resale 
income category, the Company commenced offering frame relay data 
services, which along with overall network growth in the long distance 
resale revenues, accounted for the increase.

Cost of Resale Revenues

Cost of resale revenues increased to $2,940,000 and $8,095,000, 
respectively, for the three months and nine months ended December 31, 
1997, an increase of 30% and 33%, respectively, over the corresponding 
periods of Fiscal 1997.  As a percentage of resale revenues, cost of 
resale revenues were 80% for the nine months ended December 31, 1997, 
as compared to 76% for the same period of Fiscal 1997; and 83% for the 
three months ended December 31, 1997, as compared to 77% for the 
corresponding period of Fiscal 1997.  The increase in costs as a 
percentage of revenues can be attributed to adding products (e.g., 
frame relay) to the platform in the current fiscal year that have 
somewhat lower margins, as well as administrative costs related to the 
Company's new local billing platform including state and federal filing 
expenses.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses increased 23% to 
$7,381,000 for the third quarter of Fiscal 1998 from $6,000,000 for the 
third quarter of Fiscal 1997.  For the nine month period ended December 
31, 1997, selling, general and administrative expenses increased 25% to 
$21,370,000, from $17,058,000 for the same period of the preceding 
fiscal year.

These increases are primarily attributable to the increases in the 
variable sales commission and bonus expenses incurred in connection 
with the substantial increase in revenues.  During the quarter ended 
December 31, 1997, the Company added an additional 38 account 
executives (for a total of 172) and 35 network coordinators (for a 
total of 96).  The salaries, benefits, recruiting and training of these 
new employees increased the selling, general and administrative 
expenses for the quarter.  The Company expects to hire additional sales 
and service personnel, as well as additional administrative personnel, 
in order to support the Company's planned growth and expansion.

Net income for the third quarter of Fiscal 1998 decreased to $506,000 
from $1,159,000 for the same period of Fiscal 1997.  For the nine

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<PAGE>
months ended December 31, 1997, net income decreased to $3,124,000 from 
$3,402,000 for the same nine month period of Fiscal 1997.  The decline 
in net income was primarily due to the aforementioned increase in 
selling, general and administrative expenses associated with the hiring 
of additional personnel and the expenditures incurred in connection 
with the transition from agent status to reseller of local services.

Liquidity and Capital Resources

Working capital at December 31, 1997 amounted to $13,008,000 as 
compared to $11,909,000 at March 31, 1997, an increase of 9%.  Cash 
balances at December 31, 1997 totaled $1,101,000, a decrease of 
$5,304,000 from March 31, 1997.  This decrease in cash is primarily a 
result of the continued refusal of Bell Atlantic to pay the Company 
approximately $12,000,000 in commissions (originally $14,000,000) which 
the Company claims are owed by Bell Atlantic, and, to a lesser extent, 
the result of increased capital expenditures as described below.  The 
Company has filed an action in the United States District Court of 
Maine against Bell Atlantic to recover the amounts due and in addition, 
damages for alleged violations by Bell Atlantic of the antitrust laws 
and the Telecommunications Act of 1996.

In November, 1997, the Company obtained $25 million credit facility 
from Fleet Bank.  The facility, which is available under certain 
conditions, consists of a $15 million revolving line of credit to be 
utilized for working capital support and standby letters of credit and 
a $10 million line of credit to be utilized for acquisitions, fixed 
asset investments and permanent working capital needs.  The Company's 
ability to finance its receivables under this credit facility has been 
severely limited by the failure of Bell Atlantic to pay the commissions 
due to the Company on a timely basis.

The Company increased capital expenditures to prepare for the 
transition to the resale platform.  In the aggregate, the Company 
invested approximately $3,078,000 in fixed assets in the quarter ended 
December 31, 1997, primarily to enhance the Company's automation 
capabilities including upgrading the AS400 hardware, equipping each 
account executive with a laptop computer, upgrading the local area 
networks at each branch office, and installing a frame relay data 
network to allow each branch office to communicate more efficiently.  
These additional investments increased depreciation by $130,000 for the 
December quarter, to a total of $350,000 per quarter.

On January 30, 1998, the U.S. District Court for the Southern District 
of New York issued an order in the case entitled "Bell Atlantic 
Corporation v. CTC Communications Corp and Computer Telephone Company", 
Case No. 98 Civ 0048, temporarily restraining the Company, for a period 
of 12 months from December 30, 1997, from selling or promoting the sale 
of any non-Bell Atlantic IntraLATA telecommunications products, 
including IntraLATA products purchased wholesale from Bell Atlantic for

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<PAGE>
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 court order, if not overturned or 
modified, could materially slow the Company's growth as a CLEC during 
the next 12 months.

In addition, the Company has been advised by Bell Atlantic that it has 
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 ability to assume these 
contracts is material to the Company's growth and success as a CLEC and 
the inability to assume these agreements will substantially diminish 
the Company's ability to sell other intraLATA services to such 
customers, which would have a material adverse effect on the Company's 
results of operations.  The Company has filed a complaint with the 
Massachusetts Department of Telecommunications and Energy ("DTE") 
seeking injunctive relief from this policy and an order requiring Bell 
Atlantic to permit assumption of these contracts, or in the 
alternative, an expedited investigation by the DTE of this dispute, and 
intends to file similar complaints in other states in which it does 
business,.

Due primarily to Bell Atlantic's refusal to pay commissions owed to the 
Company under the former Agency Agreement, the effects of the temporary 
restraining order issued by the New York Federal District Court and 
Bell Atlantic's recently instituted non-assignment policy, the Company 
will require additional financing during the quarter ending June 30, 
1998 to continue to operate its business.  The Company is engaged in 
serious negotiations with potential investors and lenders.  There can 
be no assurance, however, that such 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.  Failure to obtain 
such financing could result in a substantial reduction in the Company's 
current business operations.

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 (as defined in Rule 12b-2) in the registrant's Current Report 
on Form 8-K dated February 3, 1998.

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<PAGE>
On February 6, 1998, the registrant 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 instituted a policy of rejecting all orders from the 
registrant and other resellers of intraLATA services covering the 
assumption of services to Bell Atlantic customers on a resold basis 
(the "Anti-Flipping Policy").  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 impose unreasonable or 
discriminatory conditions or limitations on, the resale of such 
telecommunications service...") and the DTE's Order on Competition in 
Massachusetts.  The Complaint seeks an order directing Bell Atlantic to 
cease and desist from the Anti-Flipping Policy 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.

Item 2.  Changes in Securities

(c)   During the quarter ended December 31, 1997, the registrant issued 
a total of 75,664 shares of common stock for an aggregate consideration 
of $61,499 pursuant to the exercise of employee incentive stock options 
by fourteen employees of the registrant.  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 registrant's 
transfer agent.  All recipients had adequate access to information 
regarding the registrant.

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

The information required under this item with respect to the 
registrant's Annual Meeting of Stockholders on October 20, 1997 has 
been previously reported (as defined in Rule 12b-2) in the registrant's 
Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1997.


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                          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 17, 1998               /S/  ROBERT FABBRICATORE
                                    ------------------------- 
                                         Robert Fabbricatore
                                         Chief Executive
                                         Officer


Date: February 17, 1998            /S/  JOHN D. PITTENGER
                                   -----------------------
                                        John D. Pittenger
                                        Chief Financial
                                        Officer





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