CT COMMUNICATIONS, INC.

                1997 EMPLOYEE STOCK PURCHASE PLAN


1.  Purposes

    This CT Communications, Inc. 1997 Employee Stock Purchase
Plan is intended to provide an employment incentive to eligible
employees, including officers, of CT Communications, Inc. (the
"Corporation") and its Subsidiary corporations, by increasing
their proprietary interest in the Corporation's success and
encouraging ownership of the Corporation's Common Stock, and to
encourage them to remain in the employ of the Corporation or a
Subsidiary.  It is not intended that this Plan shall operate as
an "employee stock purchase plan" within the meaning of Code
section 423(b).

2.  Definitions

    Wherever used herein, the following words and phrases shall
have the meanings stated below unless a different meaning is
plainly required by the context:
    
    (a)  "Board of Directors" means  the Board of Directors of
    the Corporation.
                   
    (b)  "Code" means the Internal Revenue Code of 1986, as now
    in force or as hereafter amended.

    (c)  "Committee" means the Compensation Committee of the
    Board of Directors, to which the Board of Directors may
    delegate its powers with respect to administration of the
    Plan pursuant to Section 3 hereof.

    (d)  "Common Stock" means the Corporation's authorized but
    unissued $50.00 Par Value Nonvoting Class B Common Stock.
    Common Stock hereunder includes both treasury stock and
    stock of original issue. 

    (e)  "Corporation" means CT Communications, Inc.

    (f)  "Elected Shares" means those shares of Common Stock
    which an Optionee elects to purchase pursuant to Section
    6(c) hereof.

    (g)  "Employee" means an employee (including officers) of the
    Corporation or a Subsidiary.

    (h)  "Exercise Date" means the date after which an  Option shall
    lapse and become null and void.

    (i)  "Fair Market Value" means, with respect to any given
    day, the value for a share of Common Stock determined by
    using the weighted average price of the two (2) most recent
    arm's length trades of the Common Stock between unrelated
    parties as reported to the Corporation.
 .

    (j)  "Note" means the promissory note which may be entered
    into between an Optionee and the Corporation to facilitate
    payment for the Elected Shares, as further described in
    Section 6(d) hereof.   

    (k)  "Notice of Grant" means the document or documents which
    shall: (i) be in such form as the Committee shall determine;
    (ii) incorporate, by reference, the terms and provisions of
    this Plan; and (iii) be issued to each Optionee at least two
    weeks prior to the Exercise Date.

    (l)  "Option" (or "Options") means the right granted
    hereunder which will entitle an Optionee to purchase shares
    of Common Stock

    (m)  "Option Date" means the date upon which Options are
    granted by the Board of directors, which must occur within
    eighteen (18) months after the Corporation's shareholders
    have approved the Plan.

    (n)  "Option Period" means the term to be established by the
    Committee for each Option during which an Option may be
    exercised.  Each Option Period shall end on an Exercise
    Date.
 
    (o)  "Option Price" means the price per share of Common
    Stock described in Section 6(b) hereof.

    (p)  "Optionee" means an Employee selected by the Committee
    to receive an Option. 
    (q)  "Plan" means the CT Communications, Inc. 1997 Employee
    Stock Purchase Plan. 

    (r)  "Subsidiary" or "Subsidiaries" means the corporation or
    corporations meeting the requirements of Code section
    424(f).

3.  Administration

    The Plan shall be administered by the Committee.  No member
of the Board of Directors who is not otherwise employed by the
Corporation shall be eligible to receive an Option.  No
individual director who is or within the preceding year has been
eligible to receive an Option may serve as a member of the
Committee.  No member of the Board of Directors may exercise
discretion with respect to, or participate in, the administration
of the Plan if, at any time within one year prior to such
exercise or participation, he or she has been eligible for
selection as a person to whom stock may be allocated or to whom
stock options or stock appreciation rights may be granted
pursuant to the Plan or any other plan of the Corporation or any
Subsidiary or other affiliate thereof entitling the participants
therein to acquire stock, stock options or stock appreciation
rights of the Corporation or of any of its Subsidiaries or other
affiliates.  Subject to the express provisions of the Plan, the
Committee may interpret the Plan, prescribe, amend and rescind
rules and regulations relating to it, correct any defect or
omission or reconcile any inconsistency in the Plan, determine
the terms and provisions of the Options granted hereunder,
determine and change the Offering Periods, Offering Dates and
Exercise Periods (except as otherwise limited herein) and make
all other determinations necessary or advisable for the
administration of the Plan. The determinations of the Committee
on all matters regarding the Plan shall be conclusive. The
Committee shall have the absolute discretion to select Optionees
and determine the number of shares of Common Stock that may be
purchased by an Optionee under this Plan.

4.  Eligibility

    Any Employee may be designated as an Optionee by the
Committee and may be granted as of the Option Date an Option to
purchase Common Stock.

5.  Stock

    The stock subject to the Options to be issued hereunder
shall be the Common Stock.  The maximum number of such shares to
be issued upon the exercise of the Options hereby granted shall
be an aggregate of Eight Thousand (8000) shares. In the event
that any Option expires or is terminated, surrendered or canceled
without being exercised, in whole or in part, for any reason, the
number of shares of Common Stock theretofore subject to such
Option shall again be available for grant as an Option hereunder
and shall not reduce the aggregate number of shares of Common
Stock available for grant as such Options as set forth in this
Section 5.

6.  Terms and Conditions of Options

    Options granted hereunder shall be evidenced by a Notice of
the Grant. Such Options shall be subject to the following terms
and conditions:

    (a)  Duration of the Option. Each Option shall, unless
    sooner expired pursuant to Section 6(g) or (h) be exercised
    by the Exercise Date. Each Option not exercised during an
    Offering Period shall expire on the Exercise Date for the
    Offering Period.

    (b)  Option Price.  The Option Price shall be the Fair
    Market Value of the Common Stock on the Exercise Date but
    not less than the par value of such stock. 

    (c)  Elected Shares.  Each Optionee shall notify the
    Corporation, in the manner described in Section 6(f) and on
    such forms as shall be provided by the Corporation, of the
    number of Elected Shares which the Optionee wishes to
    purchase, which election may be for either all or any part
    of the shares subject to the Option.

         The Optionee may elect to pay the Corporation the Fair
    Market Value of the Common Stock as described in Section (f)
    by making full payment for the Fair Market Value of the
    Elected Shares to the Corporation by the Exercise Date. 
    Alternatively, the Optionee may enter into a Note by the
    Exercise Date (as described in Section 6(d)) to facilitate
    payment to the Corporation of the Fair Market Value of the
    Elected Shares. 

    (d)  Note.  The Corporation shall make available to each
    Optionee an alternative means of exercising an Option as
    described in this Section 6(d).  Before the Exercise Date,
    the Optionee and the Corporation may enter into a Note for a
    period not to exceed twenty-four (24) months, such Note
    accruing simple interest at the rate of six percent (6%) per
    annum, computed on a 365 day basis, on the amount due on the
    Note.  The Note will be in a principal amount equal to the
    Fair Market Value of the Elected Shares for which the
    Optionee does not tender payment by the Exercise Date, and
    shall be secured by Elected Shares purchased under the
    Option and held by the Corporation as described in Section
    6(k).  Payments on the Note will be made from the Optionee's
    salary on a payroll deduction basis and all amounts withheld
    shall be exclusively applied to the retirement of the Note.

    (e)  Date by Which Option Shall be Exercised.  Except as
    provided in Section 6(h) and (i), each Option which is
    exercised shall be exercised on or before the Exercise Date.

    (f)  Manner of Exercising Option.  Except as provided in
    Section 6(h) and (i), each Optionee shall, on such forms as
    shall be provided by the Corporation, at least three (3)
    business days prior to the Exercise Date, notify the
    Corporation of the Optionee's election either to:  (i)
    exercise the Option to purchase all or any part of the
    Elected Shares by cash payment on or before the Exercise
    Date; (ii) exercise the Option to purchase all or any part
    of the Elected Shares by entering into a Note for payment of
    the Option Price and secured by the Elected Shares; (iii)
    any combination of (i) or (ii); or, (iv) decline to so
    exercise the Option, which election, in all events, shall be
    effective as of said Exercise Date.

         In the event the Optionee so exercises the Option by
    payment of cash, the Optionee shall tender to the
    Corporation all funds as may be necessary to purchase all or
    any part of the Optionee's Elected Shares.  

         In the event that the Optionee enters into a Note,
    salary withholding for repayment of the Note shall begin
    immediately and continue until the Note is paid in full.

         Should the Optionee fail to deliver the notification
    form referred to in this Section 6(f), such failure shall be
    deemed an election by said Optionee to decline to exercise
    the Option.

    (g)  Termination of Option.  An Optionee may at any time on
    or before the Exercise Date terminate the Option in its
    entirety by written notice of such termination delivered in
    the manner set forth in Section 11 hereof.  Such termination
    shall become effective upon receipt of such notice by the
    Corporation.  Upon such termination, the Note will become
    due pursuant to its terms, and all further rights and
    privileges of Optionee granted pursuant to this Plan and the
    Option granted hereunder shall be terminated.  

    (h)  Termination of Employment.  In the event that an
    Optionee's employment by the Corporation or a Subsidiary is
    terminated other than by retirement with the consent of the
    Corporation, medical disability (determined in accordance
    with the Corporation's long term disability plan then in
    effect) or by death, all rights and privileges of Optionee
    granted pursuant to the Plan and of any Option granted
    hereunder shall terminate, except that any obligations
    arising under the Note(s) shall continue under the terms of
    the Note(s).  If any termination of employment is due to
    retirement with the consent of the Corporation, the Optionee
    shall have the right within two (2) business days prior to
    the Exercise Date, to exercise the Option to purchase all or
    any part of the Optionee's shares.  If the Optionee shall
    become medically disabled or dies while in the employment of
    the Corporation or any Subsidiary of the Corporation before
    the Exercise Date, the Optionee's beneficiary (as provided
    in Section 6(j) estate, or personal representative shall
    have the right, at any time, within two (2)  business days
    prior to the Exercise Date, to exercise the employee's
    Option to purchase all or any part of the shares.  Options
    exercised pursuant to the terms of this Section 6(h) may be
    exercised (during the specified times) as to all or any part
    of the shares by written notice delivered in the manner set
    forth in Section 11 hereof and tendering with such notice
    payment of any or all funds, and shall be deemed exercised
    as of the date such notice is delivered.  Failure to deliver
    such notice and payment within the time provided shall be
    deemed an election not to exercise the Option, which shall
    terminate.

         Retirement of an Optionee at the Optionee's normal
    retirement date in accordance with the provisions of any
    retirement plan adopted by the Corporation or by any
    Subsidiary shall be deemed to be a retirement with the
    consent of the Corporation.  Whether any other terminations
    of employment (either at an optional retirement date in
    accordance with the provision of any such retirement plan or
    otherwise) are to be considered retirements with the consent
    of the Corporation and whether authorized leaves of absence
    or absences on military or government service or for other
    reasons shall constitute a termination of employment for the
    purposes of the Plan, shall be determined by the Committee,
    the determination of which shall be final and conclusive. 
    Employment by the Corporation or any Subsidiary shall be
    deemed to be continuous and not to terminate during any
    uninterrupted period in which an employee is in the
    employment of the Corporation or any Subsidiary, but only if
    and so long, in the case of employment by a Subsidiary, as
    employment by such Subsidiary will, under the applicable
    provisions of the Code as then in effect, result in the same
    tax treatment as would be accorded if such Optionee were an
    employee of the Corporation.

    (i)  Adjustment Provisions.  The aggregate number of shares
    of Common Stock with respect to which Options may be
    granted, the aggregate number of shares of Common Stock
    subject to each outstanding Option, and the Option Price per
    share of each Option may all be appropriately adjusted as
    the Board of Directors may determine for any increase or
    decrease in the number of shares of issued Common Stock
    resulting from a subdivision or consolidation of shares,
    whether through reorganization, recapitalization, stock
    split-up, stock distribution or combination of shares, or
    the payment of a share dividend or other increase or
    decrease in the number of such shares outstanding effected
    without receipt of consideration by the Corporation.
    Adjustments under this Section 10 shall be made according to
    the sole discretion of the Board of Directors,  and its
    decision shall be binding and conclusive.  

    (j)  Transferability and Designation of Beneficiary.  No
    Option may be transferred, assigned, pledged, or
    hypothecated (whether by operation of law or otherwise),
    except as provided by will or the applicable laws of descent
    or distribution, and no Option shall be subject to
    execution, attachment or similar process. Any attempted
    assignment, transfer, pledge, hypothecation or other
    disposition of an Option, or levy of attachment or similar
    process upon the Option not specifically permitted herein
    shall be null and void and without effect. An Option may be
    exercised only by the Optionee during his or her lifetime,
    and only by the Optionee's beneficiary (as described below),
    estate or the person who acquires the right to exercise such
    Option upon the Optionee's death.

    Each Optionee may file a written designation of beneficiary
    who is to receive any stock  or cash in the event that such
    Optionee dies after the end of an Offering Period but
    before the issuance of the shares or during an Offering Period
    but before the Exercise Date.


    (k)  Rights as a Shareholder.  An Optionee shall have all
    rights as a shareholder with respect to shares purchased
    pursuant to the Options to be granted hereunder after full
    payment has been made for such shares and a stock
    certificate for such shares has been actually issued to said
    Optionee, except that Elected Shares which are security for
    a Note shall be held by the Corporation until the Note is
    paid in full.  No adjustment will be made for dividends or
    other rights for which the record date is prior to the date
    of such issuance.

    (l)  Registration.  Each Option under the Plan shall be
    granted on the condition that a registration statement under
    the Securities Act of 1933, as amended (the "Securities
    Act"), with respect to the Common Stock subject to such
    Option has become effective and a copy of the prospectus has
    been delivered to the Optionee. 

    (m)  Additional Conditions. As a condition to the exercise
    of an Option, the Corporation may require the person
    exercising such Option to represent that, at the time of any
    such exercise, the shares are being purchased only for an
    investment and without any present intention to sell or
    distribute such shares if, in the opinion of counsel for the
    Corporation, such representation is required by any of the
    aforementioned applicable provisions of law.

7.  Duration of the Plan

    The Plan will terminate on the first to occur of (i) the
granting of all Options authorized under the Plan , (ii)
termination by the Committee pursuant to Section 8 hereof or
(iii) December 31, 1999.
                                 
8.  Termination and Amendment of the Plan

    The Committee may, from time to time, alter, amend, or
suspend the Plan at any time without notice, or may at any time
terminate the Plan, provided that no Optionee's existing rights
are materially and adversely affected thereby without the consent
of the affected Optionee; provided further, upon any such
amendment or modification, all Optionees shall continue to have
the same rights and privileges as other Optionees (except as
otherwise provided for in Section 6 hereof); and provided
further, that no such amendment of the Plan shall, except as
provided Section 6 hereof; change the formula by which the price
for which the Common Stock shall be sold is determined or
increase the maximum number of shares which any Optionee may
purchase.

9.  Application of Funds

    The proceeds received by the Corporation from the sale of
its Common Stock pursuant to Options granted hereunder will be
used for general corporate purposes.

10. No Obligation to Purchase Shares

    The granting of an Option pursuant to this Plan shall impose
no obligation upon the Optionee to purchase any shares covered by
such Option unless such Optionee affirmatively elects to purchase
Common Stock as described in Section 6(c).

11. Notices

    Any notice which the Corporation or Optionee may be required
or permitted to give to each other shall be in writing and shall
be deemed given when delivered personally or deposited in the
U.S. Mail, first class postage prepaid, addressed as follows: 
Secretary, CT Communications, Inc., 68 Cabarrus Avenue, Post
Office Box 227, Concord, North Carolina 28026-0227, or as such
other address as the Corporation, by notice to the Optionee, may
designate in writing from time to time; to the Optionee, at the
address shown on the records of the Corporation, or at such other
address as the Optionee, by notice to the Corporation, may
designate in writing from time to time.

12. The Right of the Corporation to Terminate Employment

    Nothing contained in the Plan or in any option granted
pursuant to the Plan shall confer upon any Optionee any right to
be continued in the employment of the Corporation or one of its
Subsidiaries, or shall interfere in any way with the right of the
Corporation or any of its Subsidiaries, as the case may be, to
terminate his employment at any time for any reason.

13. Miscellaneous

    (a)  Legal and Other Requirements. The obligations of the
Corporation to sell and deliver Common Stock under the Plan shall
be subject to all applicable foreign or domestic laws,
regulations, rules and approvals, including, but not by way of
limitation, the effectiveness of a registration statement under
the Securities Act and the requirements of any stock exchange
upon which the shares of Common Stock may be listed if deemed
necessary or appropriate by the Corporation. Certificates for
shares of Common Stock issued hereunder may be legended as the
Committee shall deem appropriate

    (b)  Withholding Taxes. Upon the exercise of any Option
under the Plan, the Corporation shall have the right to require
the Optionee to remit to the Corporation an amount sufficient to
satisfy all federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for
shares of Common Stock

14. Effectiveness of the Plan

    The Plan shall become effective only if:

         A.   The Plan shall have been adopted by the Board of
    Directors of the Corporation; and

         B.   The Plan shall have been approved by the
    affirmative vote of the holders of at least a majority of
    shares of Class A Common Stock voted at the shareholders'
    meeting at which the Plan is considered.