FORM 10-Q/A   No.1

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

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

          FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 

                                OR

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

For the transition period from                  to               

Commission file number   0-19179  

                     CT COMMUNICATIONS, INC.                     

      (Exact name of registrant as specified in its charter)

        NORTH CAROLINA                            56-1837282     
  (State or other jurisdiction of             (I.R.S. Employer
   incorporation or organization)            Identification No.)

     68 Cabarrus Avenue, East
     P.O. Box 227, Concord, N.C.                  28025          
 (Address of principal executive offices)       (Zip Code)

            (704) 782-7000                                       
       (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.

     1,489,144 shares of Common Stock outstanding as of
     June 30, 1997.

                  Voting             -   225,685
                  Class B Non-Voting - 1,263,459






                     CT COMMUNICATIONS, INC.

                              INDEX




                                                    Page No.

PART I.  Financial Information

 Balance Sheets --
  June 30, 1997 and December 31, 1996               2-3

 Statements of Income --
  Three and Six Months Ended June 30, 1997 and 1996   4

 Statements of Cash Flows --
  Six Months Ended June 30, 1997 and 1996             5

 Notes to Financial Statements                      6-8

 Management's Discussion and Analysis of
  Financial Condition and Results of Operations     9-15

PART II.  Other Information                           16








The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 is amended and restated in its entirety by this Form
10-Q/A No.1 to reflect the financial effect of the discontinued
application of Statement of Financial Accounting Standards No.
71, "Accounting for the Effects of Certain Types of Regulation." 
Such discontinuance necessitated the amendment of the unaudited
Balance Sheets, Statements of Income, Statements of Cash Flows,
Notes to Financial Statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations set
forth in Part I.  Financial Information of the Registrant's
Current Report on Form 10-Q filed on August 14, 1997.




                               -1-






                      PART I.  FINANCIAL INFORMATION

                          CT COMMUNICATIONS, INC.

                        Consolidated Balance Sheets

                                 Unaudited

                                  ASSETS

                                               June 30,        December 31,
                                                 1997              1996    
Current assets:
   Cash and cash equivalents                 $  1,431,235      $  2,162,698
   Short-term investments                         221,735           316,158
   Accounts receivable, net of allowance
     for doubtful accounts of $100,000
     in 1996 and 1995                           9,795,532         7,614,737
   Refundable income taxes                        195,491            14,736
   Materials and supplies                       3,783,887         2,860,114
   Deferred income taxes                          103,399           103,399
   Prepaid expenses and other assets              585,170           476,774

       Total current assets                    16,116,449        13,548,616

Investments securities                            630,054         3,637,445
Investments in affiliates                      28,610,272        25,888,315

Property, plant & equipment:
   Telephone plant in service:
     Land, buildings, and general equipment    26,183,108        22,146,226
     Central office equipment                  61,107,817        55,912,450
     Poles, wire, cables and conduit           74,803,055        72,466,757
   Construction in progress                        73,913         2,778,779
                                              162,167,893       153,304,212

     Less accumulated depreciation             81,859,783        81,314,625

       Net property, plant, and equipment      80,308,110        71,989,587

               TOTAL ASSETS                  $125,664,885      $115,063,963


                                                                (Continued)

See accompanying notes to consolidated financial statements.




                                    -2-




                   Consolidated Balance Sheets, (Continued)

                      LIABILITIES & STOCKHOLDERS' EQUITY

                                   Unaudited

                                                    June 30,     December 31,
                                                      1997           1996    
Current liabilities:
  Current portion of long-term debt and
    redeemable preferred stock                    $    632,500   $  2,072,500
  Accounts payable                                  10,259,960      9,962,149
  Customer deposits and advance billings             1,330,905      1,271,562
  Accrued payroll                                    1,533,961      1,250,396
  Other accrued liabilities                            613,729        469,492

      Total current liabilities                     14,371,055     15,026,099

Long-term debt                                       5,204,000      2,014,000

Deferred credits and other liabilities:
  Deferred income taxes                              2,689,162      1,106,910
  Investment tax credits                               976,523      1,033,965
  Regulatory liability                                 532,596      2,507,029
  Accrued pension cost                               2,023,440      1,043,974
  Postretirement benefits other than pension        10,049,092      9,422,573
  Other                                              2,402,972      1,103,098

                                                    18,673,785     16,217,549
Redeemable preferred stock: 4.8% series;
  authorized 5,000 shares; issued and
  outstanding 1,625 shares in 1997
  and 1996, respectively                               150,000        150,000

      Total liabilities                             38,398,840     33,407,648

STOCKHOLDERS' EQUITY:
  Preferred Stock not subject to mandatory redemption:
    5% series, $100 par value; 15,087 shares
      outstanding                                    1,508,700      1,508,700
    4.5% series, $100 par value; 2,000 shares
      outstanding                                      200,000        200,000
    Discount on 5% preferred stock                     (16,059)       (16,059)
  Common stock:
    Voting; 225,685 and 227,019 shares
      outstanding in 1997 and 1996, respectively     3,773,036      4,021,094
    Nonvoting; 1,263,459 and 1,258,357 shares
      outstanding in 1997 and 1996, respectively    23,886,819     23,377,120
  Other capital                                        298,083        298,083
  Unearned compensation                               (168,079)      (188,055)
  Unrealized gain (loss) on securities available-
    for-sale                                          (247,830)       195,419
  Retained earnings                                 58,031,375     52,260,013

      Total stockholders' equity                    87,266,045     81,656,315

        TOTAL LIABILITIES & STOCKHOLDERS' EQUITY  $125,664,885   $115,063,963


See accompanying notes to consolidated financial statements.







                                      -3-

                            CT COMMUNICATIONS, INC.
                       Consolidated Statements of Income
                For 3 and 6 months ended June 30, 1997 and 1996
                                   Unaudited




                                                  Three Months Ended
                                                       June 30,
OPERATING REVENUES:                              1997            1996      
  Local service                              $ 7,514,911     $ 6,079,767  
  Access and toll service                      8,437,429       7,364,861   
  Other and unregulated                        3,611,221       2,038,613   
  Less provision for uncollectible accounts      (98,027)       (101,138)  

        Total operating revenues              19,465,534      15,382,103   

OPERATING EXPENSES:
  Plant specific                               5,955,013       5,423,166   
  Depreciation and amortization                2,738,423       2,339,552   
  Customer operations                          3,421,879       1,763,627   
  Corporate operations                         2,675,190       3,188,371   

        Total operating expenses              14,790,505      12,714,716   

        Net operating revenues                 4,675,029       2,667,387   

OTHER INCOME (EXPENSES):
  Equity in income of affiliates                 545,717       1,195,275    
  Interest, dividend income and
     gain on sale                                 13,644          67,327     
  Other expenses, principally interest          (151,453)       (434,942)    
  Expense related to early retirement plan        ---             ---        
        Total other income                       407,908         827,660     

        Income before income taxes
              and extraordinary item           5,082,937       3,495,047     

Income taxes                                   2,006,913       1,407,635     

        Net income before extraordinary item   3,076,024       2,087,412     
Extraordinary Item - Discontinuance of FAS
  71, net of income taxes of $1,493,212        2,239,045          ---      
        Net income                             5,315,069       2,087,412   
   
DIVIDENDS ON PREFERRED STOCK                      22,996          23,146   

EARNINGS AFTER EXTRAORDINARY
        ITEMS FOR COMMON STOCK               $ 5,292,073     $ 2,064,266   
EARNINGS BEFORE EXTRAORDINARY 
        ITEMS PER COMMON SHARE *             $      2.05     $      1.39   
EXTRAORDINARY ITEMS                          $      1.50     $       .00   

EARNINGS PER COMMON SHARE                    $      3.55     $       .00   
DIVIDENDS PER COMMON SHARE *                 $       .70     $       .70   
WEIGHTED AVERAGE SHARES OUTSTANDING *          1,489,103       1,484,979   


                                     

                                                  Six Months Ended
                                                      June 30,
OPERATING REVENUES:                              1997            1996
  Local service                              $13,758,153     $11,738,300 
  Access and toll service                     16,555,761      14,490,322
  Other and unregulated                        7,179,793       4,620,716
  Less provision for uncollectible accounts     (175,944)       (173,375)

        Total operating revenues               37,317,763      30,675,963

OPERATING EXPENSES:
  Plant specific                               11,468,003      10,118,975
  Depreciation and amortization                 4,643,690       4,565,171
  Customer operations                           6,037,536       3,386,848
  Corporate operations                          5,221,234       5,301,471 

        Total operating expenses               27,370,463      23,372,465 

        Net operating revenues                  9,947,300       7,303,498

OTHER INCOME (EXPENSES):
  Equity in income of affiliates                  724,836       1,986,634
  Interest, dividend income and
     gain on sale                                  53,924         231,786
  Other expenses, principally interest           (256,581)       (557,450)
  Expense related to early retirement plan     (1,020,000)         ---    

        Total other income                       (497,821)      1,660,970 

        Income before income taxes
              and extraordinary item            9,449,479       8,964,468

Income taxes                                    3,724,063       3,544,456 

        Net income before extraordinary item    5,725,416       5,420,012

Extraordinary item - Discontinuance of FAS
  71, net of income taxes of $1,493,212         2,239,045          ---    

        Net income                              7,964,461       5,420,012
   
DIVIDENDS ON PREFERRED STOCK                      46,055          46,355 

EARNINGS AFTER EXTRAORDINARY
        ITEMS FOR COMMON STOCK               $ 7,918,406     $ 5,373,657 

EARNINGS BEFORE EXTRAORDINARY 
        ITEMS PER COMMON SHARE *             $      3.82     $      3.62 

EXTRAORDINARY ITEMS                                  1.50     $       .00 

EARNINGS PER COMMON SHARE                     $      5.32     $       .00 
DIVIDENDS PER COMMON SHARE *                  $      1.40     $      1.38 

WEIGHTED AVERAGE SHARES OUTSTANDING *           1,487,882       1,484,523


* In April 1996, the Registrant effected a three for one stock split in the 
  form of a two for one dividend to shareholders of record at May 3, 1996.  
  Earnings per share, dividends per share and weighted average shares out-
  standing have been restated for prior periods.


See accompanying notes to financial statements.


                                      -4-


                            CT COMMUNICATIONS, INC.
                           Statements of Cash Flows
                   For 6 months ended June 30, 1997 and 1996
                                   Unaudited

                                                    1997          1996 
Cash flows from operating activities:
   Net income                                   $ 7,964,461   $ 5,420,012

   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization              4,643,690     4,565,171
       Extraordinary item - Discontinuance of FAS
         71, net of income taxes of $1,493,212   (2,239,045)       ---
       Deferred income taxes and tax credits         31,598      (134,714)
       Postretirement benefits                      626,519       718,799
       Loss (gain) on sale of investments            26,755        73,708 
       Undistributed income of affiliates          (724,836)   (1,986,634)
       (Increase) decrease in accounts
          receivable                             (2,180,795)       42,341
       (Increase) in materials and supplies        (923,773)     (346,908)
       (Increase) in refundable income taxes       (180,755)        ---
       (Increase) decrease in other assets         (108,396)       36,587 
       Increase (decrease) in accounts payable      257,277      (162,660)
       Increase in customer deposits and advance
         billings                                    59,343       124,784
       Increase in accrued liabilities              427,802       531,603
       Increase (decrease) in income
         taxes payable                               ---       (1,232,667)
       Increase in liability for early 
         retirement                               1,020,000          ---   

       Unrealized loss on securities available
         for sale                                   310,439          ---   

          
          Net cash provided by operating 
           activities                             9,010,284      8,249,422

Cash flows from investing activities:
   Capital expenditures in telephone plant       (9,904,515)    (8,859,330)
   Purchase of investments in affiliates         (3,740,055)    (2,282,867)
   Purchases of investment securities              (110,824)      (811,149)
   Sales & maturities of investment securities    2,432,195      5,837,571
   Partnership capital distribution               1,741,793        230,674 
   Other                                            (60,787)         ---   


          Net cash used in investing activities  (9,642,193)    (5,885,101)

Cash flows from financing activities:
   Repayment of long-term debt                   (1,750,000)      (330,000)
   Proceeds from new debt                         3,500,000          ---
   Dividends paid                                (2,131,495)     (2,100,587)
   Proceeds from common stock issuance              509,699          34,480
   Other                                             20,300         150,836
   Purchase of shares outstanding                  (248,058)         ---    
          Net cash used in financing activities     (99,554)     (2,245,271)

   Net increase (decrease) in cash and
     cash equivalents                              (731,463)        119,050

   Cash and cash equivalents-beginning of period  2,162,698       4,751,204 

   Cash and cash equivalents-end of peri        $ 1,431,235     $ 4,870,254 


See accompanying notes to financial statements.





                                      -5-


                         CT COMMUNICATIONS, INC.


NOTES TO FINANCIAL STATEMENTS

1. In the opinion of Management, the accompanying unaudited financial
   statements contain all adjustments (consisting of only normal
   recurring accruals) necessary to present fairly the financial
   position as of June 30, 1997, and the results of operations for the
   three and six months then ended and cash flows for the six months
   then ended.

2. The results of operations for the three and six months ended June 30,
   1997 and 1996 are not necessarily indicative of the results to be
   expected for the full year.

3. The following is a summary of common stock transactions during the
   six months ended June 30, 1997.


                                                 .....Voting.....
                                               Shares      Value
    
   Outstanding at December 31, 1996.......... 227,019    $4,021,094
   Purchase of shares........................  (1,334)     (248,058)
                                              -------     ---------
   Outstanding at June 30, 1997.............. 225,685    $3,773,036 
                                              =======     =========    
   Weighted average shares outstanding
      for the six months ending
      June 30, 1997.......................... 226,213



                                              ....Class B Non-Voting....
                                                  Shares       Value

   Outstanding at December 31, 1996..........  1,258,357   $23,377,120
   Issuance of common stock.... .............      5,102       509,699
                                               ---------    ----------
    Outstanding at June 30, 1997.............. 1,263,459   $23,886,819
                                               =========    ==========
   Weighted average shares outstanding
      for six months ending
      June 30, 1997.......................... 1,261,669











                                   -6-       




4.  SECURITIES AVAILABLE-FOR-SALE

                                           June 30, 1997         
                                 -------------------------------
                                              Gross Unrealized 
                                             ------------------
    Securities                    Amortized                          Fair
    Available-for-Sale              Cost       Gains      Losses     Value
    ------------------           ----------  ---------  --------  ---------
    State, county and municipal
      debt securities            $  409,153      0           0       409,153
    Equity Securities               877,205      0        434,569    442,636
                                 ----------  ---------  --------- ----------    
                                 $1,286,358      0        434,569    851,789
                                 ==========  =========  ========= ==========   

                                     Amortized Cost          Fair Value
                                     --------------          ----------
    Current                            $  221,735            $  221,735
    Due after one through five years      187,418               187,418
    Equity securities                     877,205               442,636
                                       ----------            ----------

         Total                         $1,286,358            $  851,789
                                       ==========            ==========


5.  INVESTMENTS IN AFFILIATED COMPANIES
                                     June 30, 1997      December 31, 1996
     
ITC Associates Partnership 
  (cost method)                       $  5,519,832          $  5,519,832
RSA 15 Partnership (equity method)       7,094,736             6,516,008
BellSouth Carolinas PCS, LP 
  (equity method)                        4,851,064             5,581,051
U.S. Telecom Holdings (equity method)    3,445,386             3,556,294
Wireless 1 - Carolinas (equity method)   4,318,731             1,371,000
ITC Holdings (cost method)                 658,354               658,354
U.S. Intelco (cost method)               1,068,624             1,068,624
Ellerbe Partnership (equity method)      1,152,301             1,188,967
Access On (equity method)                  200,472               199,095
Other (cost method)                        300,772               229,090

          TOTAL                       $ 28,610,272          $ 25,888,315



6.  LONG-TERM DEBT:

    Long-term debt excluding current maturities comprised the following:

    First Mortgage Bonds:             June 30, 1997      December 31, 1996
    Note payable to a bank @ 7.25%
     due in installments until 2001    $ 1,704,000          $ 2,014,000
    Rural Telephone Finance Corp.
     maturing on March 8, 1999           3,500,000               ---   

          TOTAL                        $ 5,204,000          $ 2,014,000


    Annual maturities of the long-term debt outstanding amounts to $310,000
    in 1997; $620,000 in 1998; $4,120,000 in 1999; $620,000 in 2000; and
    $154,000 thereafter.







                                      -7-
7.  EXTRAORDINARY ITEM - FAS 71:

    As the result of changes in the manner in which the Company is
regulated and the heightened competitive environment, the Company
determined that it no longer met the criteria for following Statement
of Financial Accounting Standards No 71 (FAS 71) "Accounting for the
Effects of Certain Types of Regulation".  As of April 1, 1997, the
Company discontinued applying FAS 71.  The accounting impact was an
extraordinary non-cash gain of $2,239,045, net of applicable income
taxes of $1,493,212.  Although estimated economic useful lives are
shorter than previously used for regulatory approved asset lives, the
change has resulted in an increase in net telephone plant due to the
Company recording additional depreciation charges totaling $15,414,156
over the past five years.  The effect on future charges for
depreciation is not expected to differ materially from what would have
been recorded under FAS 71 for the current year.  The components of
the gain, pretax, are as follows:


Change in recorded value of long lived telephone plant    $1,757,824
Elimination of regulatory liabilities                      1,974,433

          Total                                          $3,732,257


    The increase in net telephone plant, $1,757,824 pretax, was
recorded as a decrease to the related accumulated depreciation
accounts.  Such change was the result of changing from regulator-approved 
asset lives to estimated economic asset lives.

    The average depreciable lives of affected categories of long lived
telephone plant have been changed to more closely reflect the economic
and technological lives.  Differences between regulator-approved asset
lives and the current economic asset lives are as follows:

                                        Composite of        Estimate
                                      Regulator-Approved  Economic Asset
          Category                      Asset Lives          Lives

          Digital switching                  14                10
          Circuit equipment                  10                 7
          Aerial cable                       19                17
          Buried cable                       16                17


    The remaining components of the extraordinary charge, $1,974,433
pretax, was the result of the removal of regulatory liabilities that
were recorded as a result of previous actions by regulators. 
Virtually all of these regulatory liabilities arose in connection with
the incorporation of new accounting standards into the ratemaking
process and were transitory in nature.




                                  -8-

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

    Liquidity and Capital Resources

         The liquidity of the Registrant increased during the six
    month period ending June 30, 1997.  Current assets exceeded
    current liabilities by $1,745,394 at June 30, 1997.  In
    comparison, current assets exceeded current liabilities by
    $1,477,483 at December 31, 1996.

         Current assets increased by $2,567,833 when compared to
    December 31, 1996.  This increase is primarily due to increases
    in accounts receivable of $2,180,795 due to increased
    receivables from the National Exchange Carrier Association of
    $1,006,501 from prior period adjustments and increased
    receivables from other interexchange carriers, increases in
    refundable income taxes of $180,755 due to prepayment of income
    taxes, increases in materials and supplies of $923,773 to
    facilitate construction of outside plant and increases of
    prepaid expenses and other assets of $108,396.  These increases
    were offset primarily by a decrease in cash and cash
    equivalents of $731,463 due to increased cash needs for
    operational and capital requirements.

         Current liabilities decreased by $655,044 during the six
    months ending June 30, 1997.  This decrease is primarily from
    the reduction of current maturities of long-term debt in the
    amount of $1,440,000 of Series F First Mortgage Bonds.  This
    decrease is offset in part by increases in accounts payable of
    $297,811, increase in accrued payroll of $583,565 due to timing
    of pay periods and increases in other accrued liabilities of
    $144,237.

         The Company's primary source of liquidity is funds
    provided by operations.  During the six months ended June 30,
    1997, cash provided by operations totaled $9,010,284, an
    increase of $760,862 over the six months ended June 30, 1996. 
    The Registrant also drew on a line of credit with the Rural
    Telephone Finance Corporation ("RTFC") as of January 17, 1997,
    in the amount of $2,000,000 in order to pay Nortel for the
    switch equipment being installed at Registrant's Central
    Office.  The Registrant drew an additional $1,500,000 on the
    RTFC line on June 26, 1997 to fund the June capital call of
    BellSouth Mobility in the amount of $311,200 and the capital
    call in the amount of $1,233,945 to CT Wireless Cable.  There
    is $6,500,000 of available credit remaining under the
    Registrant's line of credit with RTFC.  The Registrant also has
    a $3,500,000 line of credit with First Charter National Bank
    that is unused.

         The Registrant received $1,741,793 from Alltel Corporation
    as a distribution of income from the Cellular partnerships RSA
    5 and RSA 15.

         The primary use of cash during this period was for normal
    additions to telephone plant - $9,904,515, purchase of
    investments in affiliates - $3,740,055, payment of dividends -
    $2,131,495, purchase of investment securities - $110,824 and
    repayment of long-term debt comprised of $1,440,000 Series F
    6.25% First Mortgage Bonds and $310,000 to Wachovia Bank for an
    installment on an unsecured note.  The Registrant purchased
    1,334 shares of Common Voting from an individual for $248,058. 
    Of the cash expended for investments in affiliates, $2,968,172
    was invested in CT Wireless Cable, Inc. in connection with its
    investment in Wireless One of North Carolina, L.L.C. ("WONC")
    and 






                                -9-
    Liquidity and Capital Resources (Con't.)

    WONC's expenditures to acquire the rights to lease certain
    television channel frequencies from the University of North
    Carolina.  An additional $700,200 was expended in capital calls
    for the C-Tec Partnership with BellSouth Mobility providing a
    digital cellular service in North and South Carolina.  Funds
    needed in excess of those generated by operations were
    generated by the sale or maturity of investments available for
    sale and borrowing on the RTFC line of credit as described
    above.  Sales and maturities of these investments totaled
    $2,432,195 during the six months ending June 30, 1997.

         At June 30, 1997, the Company's investment portfolio
    totaled $855,000, all of which could be pledged to secure
    additional borrowing, or sold, if needed for liquidity
    purposes.  At June 30, 1997, the Company had available lines of
    credit totaling $13,500,000, of which $3,500,000 was
    outstanding.

         The Registrant anticipates that all of the capital
    requirements in 1997 associated with its construction program,
    payments associated with long-term debt and investments as
    summarized above will be provided by cash flows from
    operations, existing cash, cash equivalents and short-term
    investments and currently available lines of credit.  If
    additional funds are required during 1997, management expects
    that such funds will be raised through additional bank
    borrowings.



    Results of Operations

      3 months ended June 30, 1997 and June 30, 1996

         Operating revenues increased $4,083,431 or 26.6% for the
    three months ended June 30, 1997 compared to same period of
    1996.

         Local service revenues increased $1,790,768 or 14.6% when
    compared to the quarter ending on June 30, 1996.  This increase
    was comprised of a $205,000 increase in basic local service
    revenues; a $240,000 increase in Digital Communications
    Services ("DCS") revenues from the operations of Registrant's
    Carolinas Personal Communications, Inc. (doing Business as "CT
    Wireless, Inc.") subsidiary; a $133,000 increase in custom
    calling features and a $334,000 increase in growth of metro
    calling plan revenues.  The remaining increases are from other
    miscellaneous local service revenues.  Due to access line
    growth and increased customer demand, this area of operations
    is expected to continue to grow. 

         Access and toll revenues increased $1,072,568 or 14.6%
    over the comparable period ending on June 30, 1996.  This
    increase was comprised of $835,000 in interstate and intrastate
    interlata toll revenues; $152,000 of area calling settlement
    charge revenues; and $139,000     of other access revenue.  The
    remainder of this increase is primarily gains in intrastate
    intralata toll revenue.  With the continued emphasis on toll
    operations by the Registrant and expansion into areas outside
    of its traditional service area of operations, growth is
    expected to continue in the access and toll revenue category.








                                -10-
    Results of Operations (Con't.)

      3 months ended June 30, 1997 and June 30, 1996 (Con't.)

         Other and unregulated income increased $1,216,984 or 51%
    over the comparable period ending on June 30, 1996.  This
    increase was comprised of $114,000 in DCS telephone sales; a
    $718,456 increase in business systems sales; approximately
    $65,000 in increase sales for voice mail service; and a
    $251,000 in increased inside wire maintenance.  The remaining
    amount relates to increases of billing and collecting public
    telephone and directory and advertising.  The Registrant is
    continually placing more emphasis on revenues and sales from
    the non-regulated area of operations, and it is expected that
    non-regulated revenues will continue to increase.

         As a result of improved collection results, Registrant's
    provision for uncollectible accounts decreased slightly in
    spite of increased volume of business activity.

         Operating expenses, exclusive of depreciation, increased
    $1,676,918 or 16% when compared to the previous quarter ending
    on June 30, 1996.

         Plant specific expenses increased $531,847 or 19.8% when
    compared to the previous period ending June 30, 1996.  This
    increase was a result of increased intrastate intralata access
    expenses of approximately $178,000; an increase of $168,000 in
    DCS cost of goods sold associated with the CT Wireless, Inc.
    subsidiary; an increase in interstate and intrastate interlata
    access expense of $300,000 due to additional sales of toll
    services; and an increase in DCS access expense of $231,000 for
    the ongoing start up costs associated with the offering of DCS
    services.  These increases are partially offset by decreases in
    regulated plant maintenance expense.

         Customer operations expenses increased $1,658,252 or 94%
    when compared to the previous period ending on June 30, 1996. 
    This increase was comprised of costs associated with additional
    long distance sales and marketing efforts of approximately
    $465,000 and cost increases of $380,000 due to DCS sales and
    marketing efforts.  This area of operation also received an
    allocation of postretirement benefit cost due to the allocation
    process discussed below.  In view of increasing competitive
    pressures, the Registrant has expended considerable resources
    in this area of operation in order to raise the level of
    service to its customers.

         Corporate operations decreased $513,181 or approximately
    16% when compared to the expenses period ending on June 30,
    1996.  This is primarily a result of allocation of
    postretirement benefits to departments and functions which
    generate these costs.  This allocation results in some of these
    costs being capitalized and not expensed currently.  Also, the
    three months ending June 30, 1996 contain a one time adjustment
    to reconcile customer accounts receivable.

         Depreciation expenses increased $398,871 or 17% when
    compared to the previous quarter ending on June 30, 1996.  This
    result is from the increase in depreciable plant balances.








                                -11-
    Results of Operations (Con't.)

      3 months ended June 30, 1997 and June 30, 1996 (Con't.)

         Other income decreased by $419,752 or 51% when compared to
    the previous period.  This reduction is a result of reduced
    equity in income of affiliates of $649,558, which is primarily
    a result of Registrant's pro rata share of start up losses
    incurred by BellSouth Carolinas PCS Limited Partnership and its
    DCS network which became operational in the third quarter of
    1996, which is partially offset by a reduction in other
    expense, principally loss on disposal of investment of $325,651
    in the quarter ending June 30, 1996.  It is expected the PCS
    losses will continue, but at a decreasing rate for
    approximately three more years.

         Net income increased by $3,227,657, or 155%, over the
    previous period due primarily to an extraordinary non-cash gain
    of $2,239,045, net of applicable income taxes of $1,493,212,
    and the factors described above.  See "--Accounting
    Considerations" and Note 7 to the unaudited consolidated
    financial statements of the Company.


    Results of Operations

      6 months ended June 30, 1997 and June 30, 1996

         Operating revenues increased $6,641,800 or 22% for the six
    months ended June 30, 1997 when compared to the same period of
    1996.

         Local service revenues increased $2,019,853 or 21% when
    compared to the quarter ending June 30, 1996.  This increase
    was comprised of a $407,000 increase in Digital Communications
    Services ("DCS"); revenues from the operations of Registrant's
    Carolinas Personal Communications, Inc. (doing business as "CT
    Wireless, Inc.") subsidiary; a $283,000 increase in custom
    calling features; and a $585,000 increase in growth of metro
    calling plan revenues.  The remaining increases are from other
    miscellaneous revenues.  Due to access line growth and
    increased customer demand, this area of operations is expected
    to continue to grow.

         Access and toll revenues increased $2,065,439 or 14% over
    the comparable period ending on June 30, 1996.  This increase
    was comprised of $1,575,000 in interstate and intrastate
    interlata toll revenues; $98,000 of area calling settlement
    charge revenues; and $424,000 of other access revenue.  The
    remainder of this increase is primarily gains in intrastate
    intralata toll revenue.  With the continued emphasis on toll
    operations by the Registrant and expansion into areas outside
    of its traditional service area of operations, growth is
    expected to continue in the access and toll revenue category.

         Other and unregulated income increased $2,559,077 or 55%
    over the comparable period ending June 30, 1996.  This increase
    was comprised of $234,000 in DCS telephone sales; a $833,456
    increase in business systems sales; approximately $125,000 in
    increase sales for voice mail service; and $738,000 in
    increased inside wire maintenance and installation.  The
    remaining amount relates to increases of billing and collecting
    public telephone and directory advertising and publishing.  The
    Registrant is continually placing more emphasis on revenues and
    sales from the non-regulated area of operations, and it is
    expected that non-regulated revenues will continue to increase.




                                -12-
    Results of Operations  (Con't.)

      6 months ended June 30, 1996 and June 30, 1995

         As a result of improved collection results, the
    Registrant's provision for uncollectible accounts increased
    only modestly in spite of increased volume of business
    activity.

         Operating expenses, exclusive of depreciation, increased
    $3,919,479 or approximately 21% when compared to the previous
    quarter ending on June 30, 1996.

         Plant specific expenses increased $1,349,028 or 13% when
    compared to the previous period ending June 30, 1996.  This
    increase was a result of increased intrastate intralata access
    expenses of approximately $658,000; an increase of $485,000 in
    DCS cost of goods sold associated with the CT Wireless, Inc.
    subsidiary; an increase in interstate and intrastate interlata
    access expense of $520,000 due to additional sales of toll
    services; and an increase in DCS access expense of $422,000 for
    the ongoing start up costs associated with the offering of DCS
    services.  The remaining increase is primarily expenses
    associated with non-regulated plant specific expenditures and
    local plant operations.

         Customer operations expenses increased $2,650,688 or 78%
    when compared to the previous period ending on June 30, 1996. 
    This increase was comprised of costs associated with additional
    long distance sales and marketing efforts of approximately
    $825,000 and cost increases of $750,000 due to DCS sales and
    marketing efforts.  The remaining increases are due to
    additional expenditures in local regulated and non-regulated
    operations for customer service, sales and marketing.  This
    area of operation receives an allocation of post retirement
    benefit costs which were previously classified as corporate
    expenditures.

         The Registrant is placing continued resources toward
    customer service in order to raise the level of service to its
    customers.

         Corporate operations remained approximately the same.

         Depreciation expenses increased by $78,519 when compared
    to the previous quarter ending on June 30, 1996.  This small
    increase results from a reclassification of circuit equipment
    amounts into the Central Office switching category and
    recalculating previously recorded depreciation expense at the
    lower rates used for switching equipment.  The reduction of
    depreciation expense due to reclassification is $736,971. 
    Without this one-time change to reclassify previously deducted
    depreciated amounts, this expense would have increased by
    $815,310, which would be expected due to the increased
    depreciable plant balances.

         Other income decreased $2,158,791 when compared to the
    previous period.  This reduction is a result of reduced equity
    in income of affiliates of $1,262,940, which is primarily a
    result of Registrant's pro rata share of start up losses
    incurred by BellSouth Carolinas PCS Limited Partnership and its
    DCS network which became operational in the third quarter of
    1996, as well as a one-time expense of $1,020,000 during the
    first quarter of 1997 related to an early retirement plan
    offered to certain Concord Telephone Company employees.





                                -13-
    Results of Operations  (Con't.)

      6 months ended June 30, 1996 and June 30, 1995

         Net income increased $2,544,449, or 47%, over the previous
    six-month period due primarily to an extraordinary non-cash
    gain of $2,239,045, net of applicable income taxes of
    $1,493,212, and the factors described above.  See "--Accounting
    Considerations" and Note 7 to the unaudited consolidated
    financial statements of the Company.


    Other Events

      New Rate Plan

         The Registrant appeared in March 1997 before the NCUC in a
    public hearing on the new rate plan request filed by the
    Registrant on November 1, 1996, as disclosed in earlier
    filings.  The NCUC granted the requests as filed and issued an
    order effective May 30, 1997.  The Registrant will implement
    the changes with billings beginning September 1, 1997.

         As a result of the new rate plan, the rates charged by the
    Registrant for Local Access and Metro Rate Plan services will
    be set by the NCUC. Although the new rate structure reflects an
    increase in the cost to the customer of basic service, other
    rate changes offset these increases for many customers. 
    Overall, the new rate structure is expected to reduce the
    Registrant's revenues by approximately $232,000 in 1997 and
    approximately  $696,000 in 1998.

         The new rate structure will substantially expand the area
    in which customers of the Registrant can call without paying
    long distance charges.  A customer may select one of five metro
    calling packages which provide a flat monthly fee from no
    charge to $48.00 for specified monthly minutes of use from 30
    minutes to unlimited minutes of use.  In excess of the flat
    rates minutes purchased, the customer may pay from nothing to
    $.10 per minute for usage in excess of the monthly purchased
    amounts.  However, the Registrant has also agreed, as a part of
    the new rate structure, to open its markets to competition for
    local dial tone service, on the condition that the Registrant
    is allowed to "rebalance" or adjust its rates at the same time. 
    Although the competitive pressures of opening  its markets to
    competition from other local telephone service providers may
    lead to reductions in the Registrant's future local service
    revenues, management believes that by rebalancing its local
    service rates, it can compete in emerging markets and continue
    to sustain local rates that are affordable for customers.


      Accounting Considerations

       Extraordinary item - FAS 71

         As described in Note 7 to the unaudited consolidated
    financial statements, the Company discontinued applying 
    Statement of Financial Accounting Standards No. 71 (FAS 71),
    "Accounting for the Effects of Certain Types of Regulation," as
    of April 1, 1997.  The Company determined that it no longer met
    the criteria for following FAS 71 due to changes in the manner
    in which the Company is regulated and the heightened
    competitive environment.  The accounting impact was an
    extraordinary non-cash gain of $2,239,045, net of applicable
    income taxes of $1,493,212.  The effect on future charges for
    depreciation is not expected to differ materially from what
    would have been recorded under FAS 71 for the current year.

                                -14-
    Factors That May Affect Future Results

         The foregoing discussion contains forward-looking
    statements about the Registrant's financial condition and
    results of operations, which are subject to certain risks and
    uncertainties that could cause actual results to differ
    materially from those reflected in the forward-looking
    statements.  Readers are cautioned not to place undue reliance
    on these forward-looking statements, which reflect management's
    judgment only as of the date hereof.  The Registrant undertakes
    no obligation to publicly revise these forward-looking
    statements to reflect events and circumstances that arise after
    the date hereof.

         Factors that may cause actual results to differ materially
    from these forward-looking statements are (1) the Registrant's
    ability to respond effectively to the sweeping changes in
    industry conditions created by the Telecommunications Act of
    1996, and related state and federal legislation and
    regulations, (2) whether the Registrant successfully implements
    and markets the price regulation plan as approved by the NCUC,
    (3) the Registrant's ability to recover the substantial costs
    to be incurred in connection with the implementation of its DCS
    business, (4) the Registrant's ability to retain its existing
    customer base against local and long distance service
    competition, and to market such services to new customers, (5)
    the Registrant's ability to effectively manage rapid changes in
    technology and (6) whether the Registrant can effectively
    respond to the actions of its competitors.







                               -15-


                    PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

    None


Item 2.  Changes in Securities

    None


Item 3.  Defaults Upon Senior Securities

    None


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

    Annual Meeting was held April 24, 1997.

    All directors were reelected.

    Proxies were solicited for the following matters:

    (1) To elect eight directors for terms designated.
                  John R. Boger, Jr.
                  O. C Chewning
                  L. D. Coltrane, III
                  Michael R. Coltrane
                  Samuel E. Leftwich
                  Ben F. Mynatt
                  Jerry H. McClellan
                  Phil W. Widenhouse
        For  210,872      Authority Withheld  0       Broker Non-Vote  0
           (Each nominee received the same number of votes)

    (2) Approval of the Omnibus Stock Compensation Plan
        For  194,590   Against  6872   Abstain  6601   Broker Non-Vote  0

    (3) Approval of the Employee Stock Purchase Plan
        For  201,685   Against  230    Abstain  6148   Broker Non-Vote  0


Item 5.  Other Information

    None


Item 6.  Exhibits and Reports on Form 8-K

    There were no current reports on Form 8-K filed during the
second quarter.






                                -16-

                            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.


                                     CT COMMUNICATIONS, INC.     
                                           (Registrant)

                                    /S/ BARRY R. RUBENS          
                                          Barry R. Rubens
                                          Senior Vice President,      
                                          Secretary and Treasurer


     October 24, 1997         
           Date



(The above signatory has dual responsibility as duly authorized   
officer and principal financial and accounting officer of the
registrant.)




                               -17-
                          EXHIBIT INDEX


 Exhibit No.              Description

     3.1      Articles of Incorporation of the Registrant      
              effective October 25, 1993.  (Incorporated
              by reference to Exhibit 3.1 of the
              Registrant's Annual Report Form 10-K
              dated March 29, 1994.)

     3.2      By-laws of the Registrant effective October 25,  
              1993.  (Incorporated by reference to
              Exhibit 3.2 of the Registrant's Annual
              Report Form 10-K dated March 29, 1994.)

     11       Computation of Earnings Per Share.

     27       Financial Data Schedule