Exhibit 10.94

                       HUNGARIAN TELEPHONE AND CABLE CORP.

                      NON-QUALIFIED STOCK OPTION AGREEMENT



         This  Agreement,  made and  entered  into as of March  13,  1997 by and
between  Hungarian  Telephone  and Cable  Corp.,  a  corporation  organized  and
existing   under  the  laws  of  Delaware   (hereinafter,   together   with  the
subsidiaries, called the "Company"), and Andrew E. Nicholson (hereinafter called
the "Optionee").

        WHEREAS,  Optionee  is  the  Company's  Senior  Vice  President-Finance
pursuant to an Amended and Restated Employment Agreement dated as of October 17,
1996 ("Employment Agreement");

         WHEREAS, the Employment Agreement contemplates a grant of an option for
services performed in 1996 by the Optionee and the Company desires to grant such
option;

         WHEREAS, the  Compensation-Stock Option Committee (the "Committee") of
the Board of Directors of the Company by  resolutions  adopted as of December 9,
1996,  and the Board of  Directors  of the Company by  resolutions  adopted at a
meeting on  December  9, 1996,  authorized  the granting of options to Optionee
pursuant to the terms of the  Company's  1992  Incentive Stock Option Plan,  as
amended (the "Plan").

         NOW,  THEREFORE,  in  consideration  of the  premises and  the  mutual
covenants herein contained, it is understood and agreed:

          1. Option to  Purchase. The  Company  hereby  grants to Optionee  the
irrevocable  right and option to purchase from the Company 20,000 shares of the
Company's Common Stock, $.001 par value per share (the "Common Stock"), upon the
terms  and  conditions  hereinafter  set forth  (the  "Option").  The Option is
intended to be a Non-Qualified Stock Option as defined in the Plan

         2. Purchase Price.  The purchase  price payable to the Company for the 
shares to be acquired  pursuant to the exercise of the Option shall be $8.75 per
share, as determined by the Employment Agreement(subject, however, to adjustment
as provided in Section 10 of the Plan).

         3. Manner of Exercise of Option.

         (a) Optionee can exercise the Option to purchase on a cumulative  basis
all or any part of the number of shares  subject to the  Option,  and such right
shall be a continuing  one during the term of the Option period until the number
of shares subject to the Option stated in paragraph 1 have been purchased;

         (b) If the Option shall be exercised  by the legal  representative  of
Optionee or by a person who acquired the Option by bequest or  inheritance or by
reason of the death of Optionee,  within one year  following  Optionee's  death,
written  notice of such exercise  shall be  accompanied  by a certified  copy of
letters   testamentary   or  equivalent   proof  of  the  right  of  such  legal
representative or other person to exercise the Option.

          4.  Subject to Plan.  The Option and its exercise are subject to the 
Plan, but the terms of the Plan shall not be considered an enlargement of any 
benefits under  this  Agreement.  In  addition,  the  Option  is subject to any 
rules promulgated pursuant to the Plan by the Committee or the Board of 
Directors of the  Company.  

                                     -1-
<PAGE>

          5. Basic Term of  Option.  The term of the Option  shall be for a
period of 5 years from April 1, 1997 through March 31, 2002,  subject to earlier
termination  as provided  herein and in the Plan. 6.  Restrictions  on Exercise.
This Option may be exercised only with respect to full shares and no fractional
share of Common Stock shall be issued.
         
          7. Notice of Exercise of Option. This  Option  shall be  exercised in
whole or in part by  written  notice to the  Company  addressed  to the  General
Counsel, or such person as the Committee may designate,  at the principal United
States office of the Company,  such notice to be delivered either  personally or
by registered or certified mail, specifying the number of shares to be purchased
and specifying a business day not more than fifteen (15) days from the date such
notice is given for the payment of the purchase  price  against  delivery of the
shares being purchased (the "Exercise Date"). Such notice shall state the number
of shares  Optionee  (or such  other  person as may be  exercising  the right to
purchase  hereunder)  elects  to  purchase  under  this  Option  at such time of
exercise  (not  exceeding  the  maximum  number of shares  subject  to  purchase
hereunder,  less the  number  of shares  previously  acquired  pursuant  to this
Option). Payment for shares purchased pursuant to the exercise of the Option, or
any installment thereof, must be made in cash in United States dollars.

         8.  Purchase for  Investment.  Except as hereafter  provided,  Optionee
shall,  upon any  exercise of the  Option,  execute and deliver to the Company a
written  statement,  in form  satisfactory  to the  Company,  in which  Optionee
represents  and warrants  that Optionee is purchasing or acquiring the shares of
Common  Stock  acquired  under  the  Option  for  Optionee's  own  account,  for
investment only and not with a view to the resale or distribution  thereof,  and
agrees that any subsequent  offer for sale or sale or  distribution  of any such
shares of Common Stock shall be made only pursuant to either (a) a  Registration
Statement on an  appropriate  form under the  Securities Act of 1933, as amended
(the "Securities Act"), which Registration Statement has become effective and is
current with regard to the shares of Common Stock being  offered or sold, or (b)
a specific  exemption from the registration  requirements of the Securities Act,
but in claiming such exemption the holder shall, if so requested by the Company,
prior to any offer for sale or sale of such  shares  of Common  Stock,  obtain a
prior  favorable  written  opinion,  in form and substance  satisfactory  to the
Company, from counsel for or approved by the Company, as to the applicability of
such  exemption  thereto.  The  foregoing  requirements  shall  not apply to (i)
issuances by the Company,  upon exercise of the Option, so long as the shares of
Common  Stock  being  issued  are  registered  under  the  Securities  Act and a
prospectus in respect thereof is current or (ii) reofferings of shares of Common
Stock by affiliates of the Company as defined in Rule 405 or any successor  rule
or regulation promulgated under the Securities Act if the shares of Common Stock
being  reoffered are  registered  under the  Securities  Act and a prospectus in
respect thereof is current.

         9. Rights as a Stockholder. After receipt of the notice of exercise and
the purchase  price as provided in  paragraph  7, the Company  shall cause to be
issued and delivered such  certificates  in such  denominations  as Optionee may
direct,  representing the number of fully paid,  nonassessable  shares of Common
Stock so purchased,  registered in the name of Optionee, but Optionee shall have
no right as a  stockholder  with  respect to any shares  covered by this  Option
until the issuance of such stock  certificates,  and no adjustment shall be made
for  dividends  or other  rights for which the record  date is prior to the time
such stock  certificates  are issued except as may be otherwise  provided for in
the Plan. The Company agrees to promptly seek all consents of regulatory  bodies
and other governmental agencies as may be necessary to issue the Common Stock so
purchased by Optionee.  All stock so purchased  shall be issued by the later of:
(i) 20 days after the payment of the purchase  price; or (ii) five business days
after the receipt of any and all regulatory and governmental  consents  referred
to in the preceding sentence of this paragraph 9.

         10. Transfer of Option. This Option cannot be transferred by Optionee,
whether  by  operation  of law or  otherwise,  other than by will or the laws of
descent and distribution or by a qualified  domestic relations order, and can be
exercised during Optionee's lifetime only by Optionee.

                                     -2-
<PAGE>

         11.  Termination  of  Employment  Except Upon Death.  In the event that
Optionee  shall cease to be  employed by the Company or any of its  subsidiaries
(whether as an employee,  officer or  consultant)  for any reason other than his
death,  Optionee shall have the right (subject to the  restrictions set forth in
Section 7(f) of the Plan) to exercise the Option as to any shares still  subject
to the  Option  at any time  within  three  months  after  such  termination  of
employment  (twelve months if termination  was due to Disability or Retirement),
to the extent that, on the day preceding the date of  termination of employment,
the Option had not  previously  been  exercised in full. If however,  during the
five-year term of the Option, the Employee ceases to be employed by the Company
as an  employee  or officer  subsequent  to the  termination  of his  Employment
Agreement and the Option had not previously  been exercised in full, the Company
agrees to retain the Optionee as a non-paid  Consultant  through  March 31, 2002
unless the Company  and  Employee  have  otherwise  agreed on a paid  consulting
position to cover such period.

         12. Death of Optionee. If Optionee shall die while in the employ of the
Company  and  shall not have  fully  exercised  the  Option,  an  Option  may be
exercised in full (subject to the  restrictions set forth in Section 7(f) of the
Plan), to the extent it had not previously  been  exercised,  at any time within
twelve  (12)  months  after  the   Optionee's   death,   by  the   executors  or
administrators of his estate or by any person or persons who shall have acquired
the Option directly from the Optionee by bequest or inheritance.

         If the Optionee  shall die within three (3) months after his employment
(whether as an employee,  consultant or officer) with the Company terminated and
shall not have fully exercised the Option,  an Option may be exercised  (subject
to the limitations on  exercisability  set forth in Subsection 7(f) of the Plan)
to the extent that, at the date of  termination  of  employment,  the Optionee's
right  to  exercise  such  Option  had  accrued  pursuant  to the  terms  of the
applicable  option agreement and had not previously been exercised,  at any time
within  twelve  months  after  the  Optionee's   death,   by  the  executors  or
administrators  of the  Optionee's  estate or by any person or persons who shall
have acquired the Option directly from the Optionee by bequest or inheritance.

         13.  Right to Terminate  Employment.  Neither  this  Agreement  nor the
Option shall impose any obligations on the Company or any subsidiary corporation
thereof to continue the  employment of any Optionee or impose any  obligation on
the part of the  Optionee  to remain  in the  employ  of the  Company.  All such
employment matters shall be governed by the Employment Agreement.

         14.  Approvals.  Notwithstanding  anything  in  this  Agreement  to the
contrary,  this  Agreement  and the  Option  shall  become  null and void if any
governmental  body having  jurisdiction  over the  issuance of the Option or the
shares of Common  Stock  subject  thereto  shall not approve the issuance of the
Option or the issuance of the shares of Common Stock subject thereto.

         15. Notices.  Any notice to be given by the Optionee hereunder shall be
sent to the Company at its principal  United States office,  and any notice from
the  Company to the  Optionee  shall be sent to the  Optionee  at the  Company's
Budapest,  Hungary  office;  all such  notices  shall be in writing and shall be
delivered in person or by registered or certified mail.  Either party may change
the address to which  notices  are to be sent by notice in writing  given to the
other in accordance with the terms hereof.

         IN WITNESS  WHEREOF,  this Agreement is made as of the date first shown
herein above.

                                        HUNGARIAN TELEPHONE AND
                                         CABLE CORP.


                                        By:  /s/ James G. Morrison
                                             James G. Morrison
                                             President and  Chief Executive
                                              Officer



                                        Andrew E. Nicholson


                                             /s/ Andrew E. Nicholson

                                     -3-