<PAGE>   1

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                          -----------------------------

                                    FORM 10-Q

(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 1998

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the transition period from ........................to......................

                                    333-24881

                            (Commission file number)

                          ----------------------------

                                   OPTEL, INC.
             (Exact name of Registrant as specified in its charter)

                          -----------------------------



          DELAWARE                 OPTEL, INC.                95 - 4495524
                            1111 W. MOCKINGBIRD LANE
                               DALLAS, TEXAS 75247
                                 (214) 634-3800

<TABLE>
<S>                                            <C>                                        <C>    
(State or other jurisdiction of incorporation   (Name, address, including Zip code of    (I.R.S. Employer Identification No.)
               or organization)                     principal executive offices)
</TABLE>


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.......

                      COMMON STOCK AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
             Common Stock                          Authorized                      Issued and Outstanding
<S>                                                <C>                                   <C>
 CLASS A COMMON STOCK, $.01 PAR VALUE               8,000,000                              164,272
 CLASS B COMMON STOCK, $.01 PAR VALUE               6,000,000                             2,353,498
 CLASS C COMMON STOCK, $.01 PAR VALUE                300,000                               225,000
</TABLE>

<PAGE>   2

                                   OPTEL, INC.

                    QUARTERLY PERIOD ENDED NOVEMBER 30, 1998



CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
<S>      <C>                                                                <C>
PART I - FINANCIAL INFORMATION...............................................1


ITEM 1.   FINANCIAL STATEMENTS...............................................1


         UNAUDITED CONSOLIDATED BALANCE SHEETS...............................1


         UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS.....................2


         UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS.....................3


         UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY............4


         NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS............5


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS........................................................6


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........13


PART II - OTHER INFORMATION..................................................14


         ITEM 1.  LEGAL PROCEEDINGS..........................................14


         ITEM 2.  CHANGES IN SECURITIES......................................14


         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES............................14


         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........14


         ITEM 5.  OTHER INFORMATION..........................................14


         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...........................15


SIGNATURES...................................................................15
</TABLE>



<PAGE>   3
                                  OPTEL, INC.

PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS


UNAUDITED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             November 30,    August 31,
                                                                                1998           1998
                                                                             ---------      ---------
                                                                               (DOLLARS IN THOUSANDS)
<S>                                                                          <C>           <C>
ASSETS

Cash and cash equivalents                                                    $  92,187      $ 123,774
Restricted investments                                                          63,797         63,207
Accounts receivable, net                                                        11,605          9,458
Prepaid expenses, deposits and other assets                                      3,894          2,317
Property and equipment, net                                                    285,134        268,044
Intangible assets, net                                                         160,015        160,370
                                                                             ---------      ---------
TOTAL                                                                        $ 616,632      $ 627,170
                                                                             =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable, accrued expenses and other liabilities                     $  42,438      $  31,842
Deferred revenue and customer deposits                                           5,419          5,274
Notes payable and long-term obligations                                        429,019        429,278
                                                                             ---------      ---------
       Total liabilities                                                       476,876        466,394

Commitments and Contingencies                                                       --             --

Stockholders' Equity (Deficit):
     Preferred stock, $.01 par value; 1,000,000 shares authorized; none
     issued outstanding                                                             --             --
     Series A preferred stock, $.01 par value; 10,000 shares authorized;
     6,962 issued and outstanding                                              149,674        146,115
     Series B preferred stock, $.01 par value; 2,000 shares authorized;
     991 issued and outstanding                                                 62,570         61,343
     Class A common stock, $.01 par value; 8,000,000 shares authorized;
     164,272 issued and outstanding                                                  2              2
     Class B common stock, $.01 par value; 6,000,000 shares authorized;
     2,353,498 issued and outstanding                                               24             24
     Class C common stock, $.01 par value; 300,000 shares authorized;
     225,000 issued and outstanding                                                  2              2
     Additional paid-in capital                                                113,780        113,780
     Accumulated deficit                                                      (186,296)      (160,490)
                                                                             ---------      ---------

       Total stockholders' equity                                              139,756        160,776
                                                                             ---------      ---------

TOTAL                                                                        $ 616,632      $ 627,170
                                                                             =========      =========

</TABLE>

          See notes to the Unaudited Consolidated Financial Statements

                                                                              1
<PAGE>   4
                                  OPTEL, INC.



UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              Three months ended
                                                                 November 30,

                                                           1998           1997
                                                         ---------      ---------
                                                               (in thousands,
                                                          except per share amounts)
<S>                                                      <C>             <C>
REVENUES:
  Cable television                                       $ 19,183      $ 11,473
  Telecommunications                                        1,357           779
                                                         --------      --------
  Total revenues                                           20,540        12,252

OPERATING EXPENSES:
  Programming, access fees and revenue sharing              9,388         5,765
  Customer support, general and administrative             12,541         7,977
  Depreciation and amortization                             8,709         5,006
                                                         --------      --------
  Total operating expenses                                 30,638        18,748
                                                         --------      --------

LOSS FROM OPERATIONS                                      (10,098)       (6,496)

OTHER INCOME (EXPENSE):
  Interest expense on convertible notes payable to
       Stockholder                                             --        (4,847)
  Other interest expense                                  (12,959)       (6,897)
  Interest and other income, net                            2,037         1,970
                                                         --------      --------

NET LOSS                                                  (21,020)      (16,270)

EARNINGS ATTRIBUTABLE TO PREFERRED STOCK                   (4,786)           --
                                                         --------      --------

NET LOSS ATTRIBUTABLE TO COMMON EQUITY                   $(25,806)     $(16,270)
                                                         ========      ========


BASIC AND DILUTED  LOSS PER COMMON SHARE                 $  (9.41)     $  (6.31)
                                                         ========      ========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING        2,743         2,578
                                                         ========      ========
</TABLE>


          See notes to the Unaudited Consolidated Financial Statements

                                                                             2
<PAGE>   5
                                  OPTEL, INC.


UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 Three months ended
                                                                  Nine months ended
                                                                    November 30,
                                                                       May 31,
                                                                 1998            1997
                                                               --------        --------
                                                                    (in thousands)
<S>                                                            <C>            <C>
OPERATING ACTIVITIES:
  Net loss                                                     $ (21,020)     $ (16,270)
   Adjustments to reconcile net loss to net cash flow used
   in operating activities:
     Depreciation and amortization                                 8,709          5,006
     Non cash interest expense                                       333          5,171
     Non cash interest earned on restricted investments             (589)          (980)
   Increase (decrease) in cash from changes in operating
   assets and liabilities, net of effect of business
   combinations:
      Accounts receivable                                         (2,147)          (607)
      Prepaid expenses, deposits and other assets                 (1,577)          (208)
      Deferred revenue and other liabilities                         145           (153)
      Accounts payable and accrued expenses                       10,596          5,984
                                                               ---------      ---------

  Net cash flows used in operating activities                     (5,550)        (2,057)
                                                               ---------      ---------

INVESTING ACTIVITIES:
  Purchases of businesses                                             --        (35,825)
   Acquisition of intangible assets                               (2,573)        (3,938)
  Purchases and construction of property and equipment           (22,872)       (14,975)
                                                               ---------      ---------

  Net cash flows used in investing activities                    (25,445)       (54,738)
                                                               ---------      ---------

FINANCING ACTIVITIES:
  Payments on notes payable and long-term obligations               (592)          (279)
                                                               ---------      ---------

  Net cash flows used in financing activities                       (592)          (279)
                                                               ---------      ---------

NET DECREASE IN CASH AND CASH
 EQUIVALENTS                                                     (31,587)       (57,074)

CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                                       123,774         87,305
                                                               ---------      ---------

CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                                        $  92,187      $  30,231
                                                               =========      =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for interest                       $     357      $     112
                                                               =========      =========

Property acquired through capital lease obligations            $      --      $     806
                                                               =========      =========

Earnings attributable to preferred stock                       $   4,786      $      --
                                                               =========      =========
</TABLE>


          See notes to the Unaudited Consolidated Financial Statements

                                                                             3
<PAGE>   6
                                  OPTEL, INC.



UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(dollars in thousands)


<TABLE>
<CAPTION>
                                    Class A Common      Class B Common        Class C Common
                                        Stock               Stock                 Stock
                                  ------------------   -----------------     ----------------

                                                                                                  Additional
                                     Shares     Par      Shares       Par        Shares     Par     Paid-In
                                  Outstanding  Value  Outstanding    Value    Outstanding  Value    Capital
<S>                               <C>        <C>        <C>          <C>        <C>        <C>    <C>
Balance at September 1, 1998      164,272    $  2       2,353,498     $    24   225,000    $  2   $ 113,780

Net loss

Dividends accrued
                              -----------    ----       ---------     -------  --------    ----   ---------

Balance at November 30, 1998      164,272    $  2       2,353,498     $    24   225,000    $  2   $ 113,780
                              ===========    ====       =========     =======  ========    ====   =========
</TABLE>

<TABLE>
<CAPTION>
                              Class A Preferred Stock    Class B Preferred Stock


                                  Shares      Liquidation     Shares      Liquidation Accumulated Deficit
                               Outstanding      Value      Outstanding       Value
<S>                              <C>         <C>            <C>           <C>            <C>
Balance at September 1, 1998      6,962      $   146,115      991          $   61,343    $   (160,490)

Net loss                                                                                      (21,020)

Dividends accrued                                  3,559                        1,227          (4,786)
                             -----------     -----------   -----------     ----------    ------------
Balance at November 30, 1998      6,962      $   149,674       991         $   62,570    $   (186,296)
                             ===========     ===========   ===========     ==========    ============
</TABLE>


See notes to the Unaudited Consolidated Financial Statements


                                                                              4
<PAGE>   7
                                  OPTEL, INC.





NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



1.      BASIS OF PREPARATION

        The accompanying unaudited consolidated condensed financial statements
        have been prepared in accordance with generally accepted accounting
        principles for interim financial information and with the instructions
        to Form 10 - Q and Rule 10-01 of Regulation S-X. Accordingly, they do
        not include all of the information and footnotes required by generally
        accepted accounting principles for complete financial statements. In the
        opinion of management, the unaudited consolidated financial statements
        contain all adjustments, consisting solely of adjustments of a normal
        recurring nature, necessary to present fairly the financial position,
        results of operations and cash flows for the periods presented.
        Operating results for the three months ended November 30, 1998 are not
        necessarily indicative of the results that may be expected for the
        entire fiscal year or any other interim period.



2.     NOTES PAYABLE AND LONG-TERM OBLIGATIONS

       On July 8, 1998, the Company completed a private placement of $200
       million of its 11.5% Senior Notes due 2008 (the "2008 Notes"). On
       November 19, 1998, the Company completed an offer to exchange the 2008
       Notes for registered securities with substantially identical terms,
       including interest rate and maturity (the "Exchange Offer").



3.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

       In June 1997, the Financial Accounting Standards Board issued Statement
       of Financial Accounting Standards ("SFAS") No. 130, "Reporting
       Comprehensive Income," which establishes standards for the reporting and
       display of comprehensive income and its components in the financial
       statements. SFAS No. 30 became effective for the three months ended
       November 30, 1998. The Company has no items of other comprehensive income
       to report in the periods presented.


                                                                             5
<PAGE>   8
                                  OPTEL, INC.


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


OVERVIEW

        OpTel, Inc. ("OpTel" or the "Company") is a leading network based
provider of integrated communications services, including local and long
distance telephone and cable television services, to residents of multiple
dwelling units ("MDUs") in the United States. The Company was organized in April
1993 to build, acquire and operate private cable television and
telecommunications systems. OpTel continues to build upon its position as the
largest provider of private cable television services to MDUs in the United
States. In each market that it serves, OpTel seeks to become the principal
competitor in the MDU market to the incumbent local exchange carrier ("ILEC")
and the incumbent franchise cable television operator by providing a package of
voice, video and Internet access services at competitive prices. OpTel believes
its contractual relationships with MDU owners and associations and its ability
to deliver an integrated service offering to MDU residents over its own networks
provide it with a competitive advantage. The Company has commenced offering
central office switched telecommunications services in Houston and Dallas-Fort
Worth and expects to offer such services in substantially all of its major
markets by the end of calendar 1999.



        MDUs comprise a wide variety of high-density residential complexes,
including high- and low-rise apartment buildings, condominiums, cooperatives,
town houses and mobile home communities. According to 1990 U.S. Census Bureau
data, there are more than 13.2 million dwelling units in MDUs with greater than
10 dwelling units in the United States. Within the MDU market, the Company
focuses on MDUs of 150 or more dwelling units ("Large MDUs").



        Since inception, the Company has experienced substantial growth. This
growth has been achieved through a combination of acquisitions of other
operators, many of which operated satellite master antenna television ("SMATV")
systems, and the negotiation of new right of entry agreements ("Rights of
Entry"). In general, the conduct of the acquired operations prior to acquisition
was materially different from the conduct of operations following acquisition.
Among the changes made in many of the businesses after acquisition were (i)
commencing conversion of SMATV systems to 18GHz or fiber optic networks, (ii)
delivering customer service from a more advanced national call center in Dallas,
(iii) increasing the number of programming channels, (iv) improving technical
and field service and system reliability, (v) improving regulatory and financial
controls and (vi) initiating telecommunications services offerings.



        The Company presently offers services where it has a Right of Entry with
an MDU owner to provide its cable television and/or telecommunications services.
The Company classifies a unit as "passed" if it is within an MDU for which the
Company has a Right of Entry and the Company has connected and activated the
equipment necessary to provide services. As of November 30, 1998, the Company
had 401,378 units passed for cable television services, 217,593 cable television
subscribers and 10,483 telecommunication lines in service.



        OpTel began operations in April 1993 with a strategy of consolidating
the then fragmented "private cable" television, or non-franchise cable
television, industry serving MDUs. Securing long-term Rights of Entry has been
an integral element of this strategy. The Company's Rights of Entry typically
have original terms of 10 to 15 years (five years for Rights of Entry with
condominium associations). The weighted average unexpired term of the Company's
Rights of Entry was approximately eight years as of November 30, 1998 (assuming
the Company's exercise of available renewal options). Rights of Entry generally
provide financial incentives to the property owners to promote and sell the
Company's cable television and telecommunications services to MDU residents. The
Company provides video programming to MDUs primarily under exclusive Rights of
Entry. The Company initially offered shared tenant telecommunications services
("STS") to MDUs services under telephone Rights of Entry utilizing remote
private branch exchange ("PBX") switches. In accordance with its
telecommunications strategy, the Company has begun the process of migrating its
STS traffic to its own central office switches and its own network facilities.
The Company intends to grow its business by negotiating additional Rights of
Entry to serve MDUs currently served by other providers and newly-constructed
MDUs, by acquiring other existing operators that serve MDUs, as appropriate, and
by providing MDUs it currently serves for cable television with additional
services, such as telephone and Internet access.


                                                                             6
<PAGE>   9
                                  OPTEL, INC.


        The Company currently provides cable television and telecommunications
services in several metropolitan areas including Houston, Dallas-Fort Worth, Los
Angeles, San Diego, Miami-Ft. Lauderdale, Phoenix, Denver, San Francisco,
Chicago, Atlanta, Orlando-Tampa and Indianapolis. Although the Company has
commenced offering central office switched local exchange services only in
Houston and Dallas-Fort Worth, it is licensed as a competitive local exchange
carrier ("CLEC") in each of its other major markets. The Company selected its
current markets based upon their growth characteristics, competitive conditions,
MDU concentrations, favorable demographics and regulatory environment.



        Since April 1995, OpTel has been indirectly majority owned by Le Groupe
Videotron Ltee ("GVL"), which also owns the second largest cable television
operator in Canada (based on number of subscribers). GVL has invested
approximately $250 million in OpTel in the form of equity capital and preferred
stock. These invested amounts have been critical to OpTel's growth. In addition,
key members of the Company's management team gained experience in the
competitive offering of telecommunications and cable television to residential
markets while serving as executives of a GVL affiliate in the United Kingdom.
OpTel management's extensive operating experience in both the telecommunications
and cable television industries, including the construction and design of
networks and sales and customer support, provides OpTel with significant
expertise in managing and developing an infrastructure to support voice, video
and Internet access operations.



        The Company's telecommunications revenue is comprised of monthly
recurring charges, usage charges and initial non-recurring charges. Monthly
recurring charges include fees paid by subscribers for line rental and
additional features. Usage charges consist of fees paid by end users for long
distance, fees paid by the ILEC for terminating intraLATA ("LATA" being defined
as judicially defined local access and transport areas) traffic to the Company's
network and access charges paid by carriers for long distance traffic originated
and terminated to and from local customers. Initial non-recurring charges
include fees paid by subscribers for installation.



        The Company's cable television revenue is comprised of monthly recurring
charges paid by subscribers, monthly recurring charges paid by MDU owners for
bulk services and fees paid by subscribers for premium services and some
non-recurring charges. The Company offers its cable services under either retail
or bulk agreements. Under retail agreements, the Company contracts directly with
MDU residents. Under bulk agreements, the Company contracts directly with MDU
owners for basic cable to be provided to all units in a particular MDU, but
generally at lower prices than under retail agreements. Premium services are
contracted for directly by subscribers under both types of agreements and
include fees paid for premium channels and pay-per-view. The Company anticipates
that its overall revenue per subscriber will increase as the number of bulk
contracts declines as a percentage of the Company's Rights of Entry.
Additionally, the Company believes that its revenue per subscriber will increase
as it continues to migrate its SMATV properties onto the Company's networks.



        Programming, access fees and revenue sharing with respect to the 
Company's telecommunications services consists of leased transport facilities,
terminating access charges from ILECs, fees paid to interexchange carriers
("IXCs") for long distance, and revenue sharing. Leased transport facility
costs may include the rental of T-1's to connect the MDUs to the ILEC and may
include costs associated with connecting the Company's network hubs to each
other and to its central office switch. Terminating access charges are fees
paid to the ILEC for intraLATA calls which are originated by OpTel's
subscribers and terminated on the ILECs network. Fees paid to IXCs for long
distance include costs associated with terminating toll calls initiated by
OpTel's subscribers. Revenue sharing costs include a commission type payment to
owners of MDUs. 



        Programming, access fees and revenue sharing with respect to the 
Company's cable television services consists of programming costs, franchise
fees and revenue sharing. Programming costs include those fees paid to obtain
the rights to broadcast certain video programming. Revenue sharing costs
include a commission type payment to owners of MDUs.



                                                                             7
<PAGE>   10
         The Company's customer support, general and administrative expenses
include selling and marketing costs, customer service, engineering, facilities
and corporate and regional administration.

         The principal operating factors affecting the Company's future results
of operations are expected to include (i) changes in the number of MDUs under
Rights of Entry, (ii) penetration rates for its services, (iii) the terms of its
arrangements with MDU owners, including revenue sharing and length of contract,
(iv) the prices that it charges its subscribers, (v) normal operating expenses,
which in the cable television business principally consist of programming
expenses and in the telecommunications business principally consist of fees paid
to long distance carriers, the cost of trunking services and other local
exchange carrier charges, as well as, in each case, billing and collection
costs, technical service and maintenance expenses and customer support services,
and (vi) capital expenditures as the Company commences offering central office
switched telecommunication services in additional markets and completes its
conversion of SMATV systems. The Company's results of operations may also be
impacted by future acquisitions.

         The Company anticipates that it will continue to have higher churn than
is typical of an incumbent franchise cable television operator due to the
frequent turnover of MDU tenants. This churn generally does not result in a
reduction in overall penetration rates since the outgoing subscriber is
generally quickly replaced by a new tenant in the unit. This may result in
average installation revenue per subscriber that is higher than for a franchise
cable television operator. Although this may also require higher installation
expenses per subscriber, because of the layout of MDUs and the Company's ability
to obtain "permission to enter" from the MDU owner, installation can often be
completed when the subscriber is not home, limiting the expense of installation.
Accordingly, the Company does not believe that churn is as significant an
operating statistic as would be the case for franchise cable television
operators. With respect to the Company's telecommunications services, the
Company believes that its best opportunity for a sale arises when a subscriber
first signs a lease and takes occupancy in an MDU. Accordingly, the Company
believes that during the early stages of the roll out of its central office
switched telecommunications services in a market it benefits from the high rate
of MDU resident turnover.



                                                                               8

<PAGE>   11

                                  OPTEL, INC.

INTRODUCTION

         Set forth below is a discussion of the financial condition and results
of operations of the Company for the three months ended November 30, 1998 (the
"first quarter of fiscal 1999"). This discussion should be read in conjunction
with the Unaudited Consolidated Financial Statements and notes thereto for the
three months ended November 30, 1998 included herein and the Company's Form 10-K
for the fiscal year ended August 31, 1998. References to fiscal years are to
OpTel's fiscal years which end on August 31 of each calendar year.

RESULTS OF OPERATIONS

        The following table sets forth, for the periods indicated, certain
unaudited information derived from the Company's Unaudited Consolidated
Statements of Operations, included herein, expressed as a percentage of total
revenues:

<TABLE>
<CAPTION>


                                                   THREE MONTHS ENDED
                                                      NOVEMBER 30,
                                                   1998           1997
                                                 --------       --------
<S>                                              <C>            <C>
STATEMENT OF OPERATIONS DATA:
REVENUES:
Cable television                                     93.4%          93.6%
Telecommunications                                    6.6            6.4
                                                 --------       --------
Total revenues                                      100.0          100.0

OPERATING EXPENSES:
Programming, access fees and revenue sharing         45.7           47.1
Customer support, general and administrative         61.1           65.1
Depreciation and amortization                        42.4           40.9
                                                 --------       --------
Total operating expenses                            149.2          153.1
                                                 --------       --------
Loss from operations                                (49.2)         (53.1)
                                                 --------       --------
Interest Expense, net                               (53.2)         (79.8)
                                                 --------       --------
Net loss                                           (102.4)%       (132.9)%
                                                 ========       ========
OTHER DATA:
EBITDA                                               (6.8)%        (12.2)%
                                                 ========       ========
</TABLE>


EBITDA represents income (loss) from operations before interest, income taxes,
and depreciation and amortization.

THREE MONTHS ENDED NOVEMBER 30, 1998 COMPARED WITH THREE MONTHS ENDED NOVEMBER
30, 1997

TOTAL REVENUES. Total revenues for the first quarter of fiscal 1999 increased by
$8.2 million, or 68%, to $20.5 million compared to revenues of $12.3 million for
the first quarter of fiscal 1998. Compared to the preceding quarter total
revenues increased by 2% from $20.0 million.

CABLE TELEVISION. Cable television revenues for the first quarter of fiscal 1999
increased by $7.7 million, or 67%, to $19.2 million from $11.5 million for the
comparable period in fiscal 1998, reflecting both a 28% increase in the number

                                                                               9


<PAGE>   12

of customers and a 12% increase in the average monthly revenue per customer
which rose from $26.30 for the first quarter of fiscal 1998 to $29.42 for the
first quarter of fiscal 1999. The increase in revenue per customer mainly
resulted from a combination of rate increases following property upgrades, a
change in mix of customers to favor the cities with higher revenues per
customer. The Company maintained basic penetration at 54%.

TELECOMMUNICATIONS. Telecommunications revenues for the first quarter of fiscal
1999 increased by 74% to $1.4 million, up from $0.8 million for the comparable
period of the preceding year, reflecting both a 67% increase in the number of
lines compared to the first quarter of fiscal 1998 and a 11% increase in the
average monthly revenue per line, which rose from $41.70 to $46.30. Since
launching central office switches in Houston and Dallas during fiscal 1998, the
Company has increased its efforts to market its telephone product in these
markets.

PROGRAMMING, ACCESS FEES AND REVENUE SHARING. Programming, access fees and
revenue sharing increased from $5.8 million for the first quarter of fiscal 1998
to $9.4 million for the first quarter of fiscal 1999. All of the increased cost
is attributed to the subscriber growth mentioned above.

CUSTOMER SUPPORT, GENERAL AND ADMINISTRATIVE. Customer support, general and
administrative expenses were $12.5 million for the first quarter of fiscal 1999
compared to $8.0 million for the first quarter of fiscal 1998. The increase in
customer support, general and administrative expenses was largely due to an
increase in personnel associated with the expansion of the Company's operations
and the roll-out of telephone and Internet services.

EBITDA. The Company's EBITDA (earnings before interest, income taxes, and
depreciation and amortization) for the first quarter of fiscal 1999 was $(1.4)
million compared to $(1.5) million for the first quarter of fiscal 1998. EBITDA
is not intended to represent cash flow from operations or an alternative to net
loss, each as defined by generally accepted accounting principles.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization was $8.7 million
for the first quarter of fiscal 1999 compared to $5.0 million for the first
quarter of fiscal 1998. This increase is primarily attributable to an increase
in cable and telephone systems and intangible assets resulting from continued
purchases and construction of such systems and from acquisitions of businesses.

INTEREST EXPENSE. Interest expense (net of amounts capitalized) was $13.0
million for the first quarter of fiscal 1999, an increase of $1.2 million over
interest expense of $11.8 million for the first quarter of fiscal 1998. This
increase is attributable to the increase in the Company's indebtedness
associated with the 2008 Notes. Interest expense associated with the convertible
notes payable to stockholder was eliminated in March 1998 with the conversion of
these notes to preferred stock.

INTEREST INCOME AND OTHER INCOME. For both the first quarter of fiscal 1999 and
fiscal 1998, interest income and other income was $2.0 million. The Company
invests its cash in money market funds and other short-term, high grade
instruments according to its investment policy and certain restrictions of its
indebtedness.

LIQUIDITY AND CAPITAL RESOURCES

        The Company has generated net losses since its inception, resulting in
an accumulated deficit of $186.3 million as of November 30, 1998. In addition to
funding the net losses, the Company has required external funds to finance
capital expenditures associated with the completion of acquisitions in strategic
markets and expansion of its networks. Net cash used in building the Company's
cable television and telecommunications networks and related business activities
was $25.4 million for the first three months of fiscal 1999 compared to $18.9
million for the first three months of fiscal 1998 (excluding $35.8 million paid
for the purchase of businesses).


                                                                              10

<PAGE>   13


                                  OPTEL, INC.

         From inception and until the issuance in February 1997 of the 13.5%
Senior Notes due 2005 (the "2005 Notes"), the Company relied primarily on
investments from GVL, its principal stockholder, in the form of equity and
convertible notes (the "Convertible Notes") to fund its operations. Convertible
Notes due to GVL (including accrued interest) amounted to $139.2 million at
February 28, 1998. On March 1, 1998, GVL converted the Convertible Notes,
including accrued interest, into a like amount of Series A preferred stock. Such
stock earns dividends at the annual rate of 9.75%, payable in additional shares,
and is convertible under certain circumstances and at certain prices at the
option of the holder of the shares into shares of Class B common stock. None of
the Company's stockholders or affiliates are under any contractual obligation to
provide additional financing to the Company.

         In February 1997, the Company issued the 2005 Notes along with 225,000
shares of non-voting Class C Common Stock for aggregate net proceeds of $219.2
million. Of this amount approximately $79.8 million was placed in an escrow
account in order to cover the first six semi-annual interest coupons on the 2005
Notes of which $42.0 million remained in the escrow account at November 30,
1998.

         In December 1997 the Company secured a senior credit facility (the
"Senior Credit Facility") which was used to provide capital to fund development.
The Senior Credit Facility consisted of a $125 million term loan bearing
interest at LIBOR plus 3.5% and a $25 million revolving credit commitment. The
Senior Credit Facility was repaid on July 7, 1998 in conjunction with the
Company's issuance of the 2008 Notes.

         In July 1998, the Company issued the 2008 Notes for aggregate net
proceeds of $193.5 million. Of this amount, approximately $126.3 million was
used to repay the Senior Credit Facility and approximately $21.8 million was
placed in an escrow account in order to cover the first two semi-annual interest
coupons on the 2008 Notes all of which remained in the escrow account at
November 30, 1998.

         The Company's future results of operations will be materially impacted
by its ability to finance its planned business strategies. In addition to its
existing sources of capital, the Company expects it will need approximately an
additional $250 million in financing over the next five years in order to
achieve its business strategy within its targeted markets. A considerable
portion of the Company's capital expenditure requirements is scaleable dependent
upon the number of Rights of Entry contracts that the Company signs. The
foregoing estimate is based on certain assumptions, including the timing of the
signing of Rights of Entry, the conversion of MDUs currently served by SMATV
systems to the networks and the telecommunications roll out, each of which may
vary significantly from the Company's plan. The capital expenditure requirements
will be dependent on the Company's ability to achieve its expected market share
of the MDUs potentially serviceable in its markets. The Company plans to finance
its future capital requirements through public or private debt or equity
offerings. On June 5, 1998 the Company filed a registration statement covering a
proposed initial public offering of $100 million of its Class A Common Stock.
Due to market conditions, the Company has delayed the offering. There can be no
assurance that the proposed initial public offering will be consummated, or, if
consummated, that the proceeds received by the Company will be the amount set
forth in the filed registration statement. There can be no assurance that the
Company will be successful in obtaining any other necessary financing on
reasonable terms or at all.

         In order to accelerate the achievement of the Company's strategic
goals, the Company is currently evaluating and often engages in discussions
regarding various acquisition opportunities. The Company also engages from time
to time in preliminary discussions relating to possible investments in the
Company by strategic investors. There can be no assurance that any agreement
with any potential acquisition target or strategic investor will be reached nor
does management believe that any thereof is necessary to achieve its strategic
goals.



                                                                              11

<PAGE>   14


YEAR 2000 COMPLIANCE

         OpTel has implemented a Year 2000 program to ensure that its computer
systems and applications will function properly beyond 1999.

Embedded Technology. As the first phase of its program, OpTel has conducted an
inventory of the equipment that it either uses to deliver its
telecommunications services or utilizes in its corporate headquarters and
regional offices. While OpTel believes that its equipment inventory is
complete, much of the equipment utilized by OpTel resides outside the Company's
headquarters and there can be no assurance that mission critical equipment has
not been overlooked. As the second phase of its Year 2000 program, OpTel has
begun contacting its vendors to determine whether the inventoried equipment is
Year 2000 compliant or must be upgraded or replaced. While certain of OpTel's
equipment vendors have indicated that their equipment is Year 2000 compliant,
others have indicated that software upgrades are required. The Company has
begun to schedule the installation of the necessary software upgrades, however,
there can be no assurance that it will successfully implement all of the
necessary upgrades in a timely manner. OpTel also intends to conduct a risk
assessment to identify those systems whose failure would be expected to present
the highest risk to the Company. Although OpTel intends to conduct tests to
ensure that its equipment is Year 2000 compliant, such tests will likely not
test all of its equipment and will rely upon vendor representations where tests
are not conducted. In addition, OpTel has not yet received responses from all
of its equipment vendors. There can be no assurance that OpTel will receive
responses from all of its vendors in a timely manner or that such responses
will be accurate or complete. There can be no assurance that the failure of
OpTel to adequately address Year 2000 problems embedded in currently utilized
equipment will not have a material adverse effect on OpTel's business,
financial condition, cash flows and results of operations.

Information Technology. OpTel also has begun upgrading, replacing and testing
certain components of its networks and information processing systems. OpTel
believes that it has allocated adequate resources for this purpose and expects
its Year 2000 conversion program for its information processing systems to be
successfully completed on a timely basis. However, successful completion of the
Year 2000 conversion program is substantially dependent upon successful
implementation of the Company's new customer management information system and,
as a result, on the third party vendor meeting the delivery and implementation
schedule it has proposed to OpTel. In addition, the Company's financial
accounting system has not been upgraded to eliminate potential Year 2000 related
malfunctions. The Company has selected a new financial accounting system and
plans to have the new system implemented within the next few months. There can
be no assurance that the new customer management information system and
financial accounting system will be implemented on schedule or that other
components of the Year 2000 conversion program will be completed in a timely
manner. Other than costs estimated at between $1.0 million and $2.0 million to
bring personal computers and facilities systems into compliance and expenses
relating to the acquisition of the customer management information system and
the financial accounting system, which are currently expected to be
approximately $4 million in the aggregate, OpTel does not expect to incur
significant expenditures to address its Year 2000 compliance issues. However,
the failure of the Company to become Year 2000 compliant on a timely basis could
have a material adverse effect on the Company's business, financial condition,
cash flows and results of operations.

Third Party Interfaces. OpTel also has taken an inventory of its third party
service or content providers. While OpTel believes that its inventory of third
party service and content providers is complete, there can be no assurance that
mission critical providers have not been overlooked. Many of the Company's third
party providers have indicated that they are, or will be, Year 2000 compliant.
The Company, however, has not undertaken an in-depth evaluation of such
providers in relation to the Year 2000 issue and the ability of third parties
with which OpTel transacts business to adequately address their Year 2000 issues
is outside of OpTel's control. There can be no assurance that the failure of
OpTel or such third parties to adequately address their respective Year 2000
issues will not have a material adverse effect on OpTel's business, financial
condition, cash flows and results of operations.



                                                                              12

<PAGE>   15


Contingency Plans. OpTel intends to develop appropriate contingency plans to
address situations in which various systems of the Company, or of third party
providers, are not Year 2000 compliant. In addition the Company will participate
in industry wide efforts to address Year 2000 issues, the goal of which is to
develop contingency plans which address not only the Company's issues but those
of the industry as a whole.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        During the quarter ended November 30, 1998, the Company has not held any
derivative financial instruments. Furthermore, substantially all of the
Company's indebtedness bears a fixed interest rate. Therefore, the Company is
not currently sensitive to changes in market interest rates.

        THE FOREGOING INCLUDES CERTAIN FORWARD LOOKING STATEMENTS THAT ARE
IDENTIFIED BY WORDS SUCH AS "EXPECT" AND SIMILAR EXPRESSIONS. ACHIEVEMENT OF
SUCH EXPECTATIONS IS SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE
SET FORTH IN THE SECTION ENTITLED "RISK FACTORS" IN THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED AUGUST 31,1998.


                                                                              13
<PAGE>   16




PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         Except as set forth below, the Company is not a party to any legal
proceedings except for those arising in the ordinary course of business. The
Company does not believe that any legal proceeding to which it is a party will
have a material adverse impact on the Company's financial condition or results
of operations.

         On April 27, 1998, a civil action was commenced against the Company in
the United States District Court for the Northern District of California by
Octel Communications Corp. ("Octel"), charging the Company with trademark
infringement, trade name infringement, trademark dilution, and unfair
competition (the "Civil Action") based on its use of the name "OpTel" and
seeking to enjoin the Company from using the name "OpTel." The Civil Action
follows a now-suspended administrative proceeding in the United States Patent
and Trademark Office ("PTO") relating to registration of the "OpTel" mark by the
Company. The PTO found the Company's application for registration to be
allowable; however, Octel commenced the PTO proceeding claiming that the
Company's mark is confusingly similar to the "Octel" mark used by that party in
a related field, and claiming that the Company's application had procedural
deficiencies. During the course of the PTO proceeding, the Company acquired
rights to the marks "OpTel" and "OpTel Communications" in the telecommunications
field which are believed to predate the rights of Octel to its trademark, and
the Company commenced two further proceedings against Octel in the PTO seeking
cancellation of two of the trademark registrations owned by Octel. The various
proceedings in the PTO between the Company and Octel were consolidated and
thereafter suspended on May 15, 1998, in view of the commencement of the Civil
Action. The Company believes it has meritorious counterclaims in the Civil
Action and intends to vigorously defend against Octel's claims. The parties have
been in settlement discussion and, by agreement, the time for the Company to
file its answer and counterclaims has been extended until February 19, 1999.
Although the Company does not believe that its use of the name "OpTel" infringes
on the trademark or trade name rights of Octel or any other person, there can be
no assurance as to the outcome of the Civil Action or the proceedings in the PTO
(if reinstated) or of any other action that may be brought by any other party or
that any such outcome would not materially adversely affect the Company.

         On April 9, 1998, a proposed class action complaint was filed in the
district Court of Harris County, Texas by Gavin Stewart Clarkson, individually
and on behalf of all cable subscribers in the U.S. that have paid late fees to
either the group of affiliated entities acquired by the Company in 1997 known
as Phonoscope ("Phonoscope") or the Company. The plaintiff, who formerly
subscribed to cable television services provided by Phonoscope, alleged that
Phonoscope's charging pre-established late fees for delinquent payments of
cable subscription charges constitutes an illegal collection of a penalty and
that cable service providers should only be entitled to their actual collection
costs. The action was dismissed without prejudice during the first quarter of
fiscal 1999 and the Company believes it will be indemnified by Phonoscope for
all its costs and expenses associated with defense of the action.

ITEM 2. CHANGES IN SECURITIES

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


ITEM 5. OTHER INFORMATION

         None.



                                                                              14

<PAGE>   17




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

        3.1      Restated Certificate of Incorporation of OpTel, together with
                 all amendments thereto. (1)

        3.2      Bylaws of OpTel. (2)

        27       Financial Data Schedule

-----------

(1)   Filed as an exhibit to OpTel's registration statement on Form S-4 filed
      with the Securities and Exchange Commission (the "Commission") on
      September 4, 1998 and incorporated herein by reference.

(2)   Filed as an exhibit to OpTel's registration statement on Form S-4 filed
      with the Commission on April 10, 1997 and incorporated herein by
      reference.




    (b) Reports on Form 8-K


        October 21, 1998 - Press release announcing financial results for the
fiscal year ended August 31, 1998.


        November 13, 1998 - Press release announcing the extension until
November 18, 1998 of the Exchange Offer.





                                   SIGNATURES

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



                                         OPTEL, INC.





                                         By: /s/ Bertrand Blanchette
                                            ------------------------------------
                                         (Signature)

                                         BERTRAND BLANCHETTE

                                         Chief Financial Officer

                                         (Duly authorized officer and principal
                                         financial officer of the Registrant)



Date:  January 14, 1999


                                                                              15
<PAGE>   18




                                 EXHIBIT INDEX


<TABLE>
<CAPTION>


      EXHIBIT 
      NUMBER     DESCRIPTION
      -------    -----------
<S>              <C>
        3.1      Restated Certificate of Incorporation of OpTel, together with
                 all amendments thereto. (1)

        3.2      Bylaws of OpTel. (2)

        27       Financial Data Schedule

</TABLE>


-----------

(1)   Filed as an exhibit to OpTel's registration statement on Form S-4 filed
      with the Securities and Exchange Commission (the "Commission") on
      September 4, 1998 and incorporated herein by reference.

(2)   Filed as an exhibit to OpTel's registration statement on Form S-4 filed
      with the Commission on April 10, 1997 and incorporated herein by
      reference.