Exhibit 10.8


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Amended and Restated  Employment  Agreement (this  "Agreement") is
made and entered into as of January 31, 2001, by and between Hungarian Telephone
and  Cable  Corp.,  a  corporation  organized  under  the  laws of the  State of
Delaware,   United   States  of  America   (the   "Company")   and  Ole  Bertram
("Executive").

                                   [RECITALS:]

         NOW,  THEREFORE,  in  consideration  of the  respective  covenants  and
agreements of the parties set forth herein, it is agreed as follows:

         1.  Employment and Duties.  The Company agrees to employ  Executive and
Executive accepts the employment, subject to the terms and conditions herein, to
serve as President and Chief Executive  Officer of the Company.  Executive shall
report to the Board of  Directors  of the  Company  (the  "Board").  Executive's
duties and responsibilities shall include the duties and responsibilities as set
forth in the Company's  bylaws from time to time in effect and such other duties
and  responsibilities  as the  Board  may from  time to time  reasonably  assign
Executive,  in all cases consistent with Executive's  position.  Executive shall
perform  faithfully  the  executive  duties  assigned  to him to the best of his
ability.

         2.  Place of Employment.  Executive  shall be employed at the Company's
offices located in Budapest, Hungary.

         3.  Term. The term of employment under this Agreement shall commence on
January  1,  1999  and  continue  through  December  31,  2001,  unless  earlier
terminated  in  accordance  with the terms of this  Agreement  (the  "Employment
Period"). Executive shall have an option to extend the term of this Agreement to
December  31,  2002  on  substantially  the  same  terms  as set  forth  in this
Agreement.  Executive  shall notify the Company of his decision to exercise such
option by June 1, 2001.

         4.  Annual Salary.  Executive  is receiving  for 2001 a monthly  salary
based on an annualized  rate of Two Hundred Fifty Thousand  Dollars  ($250,000).
The Company  shall be entitled to deduct or withhold all taxes and charges which
the  Company  may be  required  by law to  deduct  or  withhold  therefrom.  The
Compensation  -  Stock  Option   Committee  of  the  Board  (the   "Compensation
Committee")  shall  annually  review  Executive's  base  salary  in light of the
performance  of  Executive  and,  if  it  finds  Executive's  performance  to be
satisfactory,  the Compensation  Committee shall increase such base salary by an
amount it determines to be appropriate.



<PAGE>


         5. Option Award. Pursuant to the 1998 Employment Agreement, the Company
has awarded Executive options to purchase 200,000 shares of the Company's common
stock from the  Company's  1992  Incentive  Stock Option  Plan,  as amended (the
"Plan").  Options to purchase  100,000 of such shares have vested and options to
purchase the remaining  100,000  shares shall vest in 50,000  increments on June
30, 2000 and December 31, 2000, respectively,  provided Executive has maintained
continuous service with the Company through such dates.  Provided that Executive
has maintained  continuous service with the Company through January 1, 2001, the
Company shall grant Executive  options to purchase an additional  100,000 shares
("2001 Tranche  Options") of the Company's common stock from the Plan on January
2, 2001.  If  Executive  exercises  his option to extend his term of  employment
through December 31, 2002 and has maintained continuous service with the Company
through  January 1, 2002,  the Company shall grant  options to purchase  another
100,000 shares ("2002 Tranche  Options") of the Company's  common stock from the
Plan on January 2, 2002.  Executive's rights to the 2001 Tranche Options and the
2002 Tranche  Options will vest  according to the following  schedule,  provided
that if Executive has not  maintained  continuous  service with the Company from
the date hereof until the related vesting date (other than in circumstances  set
forth  in  Paragraphs  18(b)  and  (c))  all as yet  unvested  options  shall be
forfeited and cancelled:

                  Vesting Date              Options Vested
                  ------------              --------------
                  June 30, 2001             50,000
                  December 31, 2001         50,000
                  June 30, 2002             50,000
                  December 31, 2002         50,000

         The  options  shall  have a  five-year  exercise  period.  The  initial
purchase  price per  share for the 2001  Tranche  Options  and the 2002  Tranche
Options shall be the fair market value per share of the  Company's  common stock
(as determined by the Plan) on the date of such grants.

         6. Annual Performance Bonus.  Executive shall be entitled to receive an
annual cash bonus if the Company achieves certain  pre-determined  objectives to
be  mutually  agreed  upon by  Executive  and the  Compensation  Committee.  The
Committee  established  the 2000  objectives on January 12, 2000. Such bonus for
2000, if any, shall be payable by April 30, 2001 following the completion of the
Company's  audited  financial  statements for 2000. The Committee  shall set the
2001 bonus  objectives by January 31, 2001. If Executive  exercises his right to
extend this Agreement  through  December 31, 2002,  the Committee  shall set the
2002 bonus  objectives by January 31, 2002. The bonus for 2001 and 2002, if any,
shall be payable by April 30th of the year following the year in which the bonus
is attributable (the "Bonus Year") after the completion of the Company's audited
financial  statements  for the Bonus  Year,  provided  that if the Bonus Year is
Executive's last year of employment, then the bonus, if any, shall be payable by
December  31st of the Bonus Year subject to an agreement  between  Executive and
the Committee on a final bonus

                                      -2-
<PAGE>


settlement upon the completion of the audited financial statements for the Bonus
Year.  For any year in which the Company's  performance  reaches at least 75% of
such year's  objectives,  Executive  shall be entitled to receive the  following
bonus:

                75%:        $67,500                 101%:           90,900
                76%:         68,400                 102%:           91,800
                77%:         69,300                 103%:           92,700
                78%:         70,200                 104%:           93,600
                79%:         71,100                 105%:           94,500
                80%:         72,000                 106%:           95,400
                81%:         72,900                 107%:           96,300
                82%:         73,800                 108%:           97,200
                83%:         74,700                 109%:           98,100
                84%:         75,600                 110%:           99,000
                85%:         76,500                 111%:           99,900
                86%:         77,400                 112%:          100,800
                87%:         78,300                 113%:          101,700
                88%:         79,200                 114%:          102,600
                89%:         80,100                 115%:          103,500
                90%:         81,000                 116%:          104,400
                91%:         81,900                 117%:          105,300
                92%:         82,800                 118%:          106,200
                93%:         83,700                 119%:          107,100
                94%:         84,600                 120%:          108,000
                95%:         85,500                 121%:          108,900
                96%:         86,400                 122%:          109,800
                97%:         87,300                 123%:          110,700
                98%:         88,200                 124%:          111,600
                99%:         89,100                 125% or more   112,500
               100%:         $90,000

         7. Annual Housing Allowance.  Executive will receive an annual  housing
allowance  (the "Housing Allowance") of  Thirty-Six  Thousand Dollars ($36,000),
payable in equal monthly installments.

         8. Employee Taxes.  Executive  shall be solely  responsible for any and
all of Executive's  (i) income and (ii) social  security,  medicare or any other
miscellaneous taxes applicable to any salary,  bonus,  option grant,  allowance,
severance  benefit or any other type of  compensation  or  benefit  received  by
Executive pursuant to this Agreement which is subject to taxation and payable by
Executive to any governmental  taxing authority  including,  but not limited to,
any governmental taxing authority in the Republic of Hungary,  the United States
of America or Denmark.


                                      -3-
<PAGE>


         9. Pension Account.  The Company is making,  and shall continue to make
during Executive's term of employment, a monthly contribution based on an annual
rate of  $30,000 to the  Danish  pension  account  of  Executive  which  account
Executive may not withdraw therefrom until the retirement of Executive.

         10. Insurance.  If  requested by Executive,  the Company  shall provide
Executive  and  his  spouse  with   health  insurance  coverage  under  a  fully
comprehensive international scheme.

         11.  Automobile.  The Company will provide  Executive with the use of a
private Company  automobile to be maintained by the Company.

         12. Vacation.  Executive  will be entitled to thirty (30) business days
annual paid vacation.

         13. Work Permits. With the Company's assistance, Executive shall obtain
and keep current any Hungarian work permits, residency permits or other  similar
licenses  as  may  be  required  by  Hungarian  law  as  a result of Executive's
employment by the Company.

         14.  Covenant Not to Compete.  Executive  hereby agrees that during the
term of this Agreement, he will not, either through any kind of ownership (other
than ownership of securities of a publicly held  corporation of which  Executive
owns less than five percent (5%) of any class of outstanding securities),  or as
a director, officer, principal, agent, employee,  employer, advisor, consultant,
co-partner, or in any individual or representative capacity whatever, either for
his own benefit or for the benefit of any other person,  firm,  or  corporation,
without the prior written consent of the Company's  Board of Directors,  compete
with the Company by engaging in any act,  including,  but not limited to, any of
the  following:  (a)  canvass,  solicit,  accept,  or  perform  any type of work
performed  by the Company for any  "customer"  (as  hereinafter  defined) of the
Company;  (b)  develop,  design,  market  any  services  that may be sold by the
Company  during the term of this  Agreement;  (c)  request or advise any firm to
withdraw,  curtail, or cancel its business with the Company; (d) give or attempt
to give any person,  partnership, or corporation the right to solicit or canvass
any customer for the  performance of services  provided by the Company;  and (e)
induce or attempt to  influence  any  employee of the Company or any employee of
any customer to terminate his employment with the view toward competing with the
Company or any customer. As used herein, the term "customer" includes any of the
Company customers at any time during the term of this Agreement.

         15. Confidential Information.

                  (a) Nondisclosure.  Executive  expressly  covenants and agrees
         that he will not during the term of this Agreement or at any time after
         the termination  hereof,  irrespective of the time, manner, or cause of
         termination,  reveal, divulge,  disclose, or communicate to any person,
         firm, or corporation,  other than authorized officers,  directors,  and
         employees of the Company,  in any manner whatsoever,  any "confidential
         information"  (as  hereinafter  defined) of the  Company  that would be
         inconsistent  with the  position  held by Executive or the duties being
         performed by Executive at the direction of the Company.

                                      -4-
<PAGE>

                  (b) Return of  Confidential  Information  and Other  Property.
         Upon  termination  of this  Agreement,  Executive will surrender to the
         Company all confidential information including, without limitation, all
         lists, charts,  schedules,  reports,  financial  statements,  books and
         records,  and all copies thereof, of the Company and all other property
         belonging  to the Company  whatsoever.  As used  herein,  "confidential
         information" means information  disclosed to or known by Executive as a
         consequence of or through his employment for the Company, not generally
         known in the  business in which the  Company is or may become  engaged,
         about the Company, its business, products and processes.

         16.  Breach of Covenant Not to Compete and  Confidentiality  Provision.
Executive  agrees  that a  substantial  violation  on his  part of any  covenant
contained in Paragraphs 14 and 15 above will cause such damage to the Company as
will be  irreparable  and for that  reason,  Executive  further  agrees that the
Company  shall be entitled  as a matter of right,  to an  injunction  out of any
court of  competent  jurisdiction,  restraining  any further  violation  of said
covenants by Executive, his employer, employees, partners, or agents. Such right
to injunction shall be cumulative and in addition to whatever other remedies the
Company may have, including, specifically, recovery of liquidated and additional
damages.  Executive  expressly  acknowledges  and  agrees  that  the  respective
covenants  and  agreements  shall  be  construed  in  such  a  manner  as  to be
enforceable  under applicable laws if a more limited scope of time is determined
by a court or competent jurisdiction to be required.

         17.  Indemnification.  The Company  agrees that if  Executive is made a
party, or is threatened to be made a party,  to any action,  suit or proceeding,
whether civil,  criminal,  administrative or investigative (a "Proceeding"),  by
reason of the fact that he is or was a  director,  officer  or  employee  of the
Company,  Executive shall be indemnified and held harmless by the Company to the
fullest extent legally  permitted or authorized by the Company's  certificate of
incorporation or bylaws or resolutions of the Board or, if greater,  by the laws
of the  State  of  Delaware,  against  all  cost,  expense,  liability  and loss
(including, without limitation,  attorney's fees, judgments, fines, ERISA excise
taxes or  penalties  and amounts  paid or to be paid in  settlement)  reasonably
incurred or suffered by Executive in connection therewith. The Company agrees to
continue to maintain a  directors'  and  officers'  liability  insurance  policy
covering  Executive to the extent the Company  provides such coverage for any of
its other executive officers.

         18.      Termination.

                  (a) Reasons for Termination.  The employment of Executive with
         the Company shall terminate  automatically  upon Executive's  death and
         may  be  terminated  by  written  notice  (i)  by  the  Company,   upon
         Executive's  disability  which  renders him unable to perform his usual
         and customary duties for a period of 180 consecutive  days; (ii) by the
         Company,  with or without  "cause" (as hereinafter  defined);  (iii) by
         Executive  upon 90 days  notice;  (iv) by  Executive,  if he  suffers a
         demotion or a lower  status with the Company  other than for cause;  or
         (v) by Executive, in the event of a "change in control" (as hereinafter
         defined), whether or not Executive suffers a demotion or a lower status
         with the Company.  For purposes of this  Agreement,  "cause" shall mean
         (i)  a  failure  by  Executive  to  substantially  perform  Executive's
         reasonable and legal duties and as defined by goals  established by the

                                      -5-
<PAGE>

         Board and agreed to by Executive,  other than a failure  resulting from
         Executive's  complete or partial  incapacity  due to physical or mental
         illness or impairment, (ii) a willful act by Executive that constitutes
         gross misconduct and that is injurious to the Company,  (iii) a willful
         breach by Executive of a material provision of this Agreement,  or (iv)
         a  material  and  willful  violation  of a  federal  or  state  law  or
         regulation  applicable  to the  business  of the  Company.  No act,  or
         failure to act,  by  Executive  shall be  considered  "willful"  unless
         committed  without good faith and without a reasonable  belief that the
         act or omission was in the  Company's  best  interest.  For purposes of
         this Agreement,  a "change of control" shall be deemed to have occurred
         if (1) any "person" (as such term is used in Paragraphs 13(d) and 14(d)
         of the U.S.  Securities and Exchange Act (the "Exchange  Act")),  other
         than (x) Citizens  Utilities  Company  and/or any one or more direct or
         indirect   wholly-owned   subsidiary  of  Citizens   Utilities  Company
         (together,  "Citizens"), or (y) Tele Danmark A/S and/or any one or more
         direct  or  indirect  wholly-owned   subsidiary  of  Tele  Danmark  A/S
         (together,  Tele Danmark"),  is or becomes the  "beneficial  owner" (as
         defined in Rule 13d-3 under the Exchange Act),  directly or indirectly,
         of securities of the Company representing  thirty-five percent (35%) or
         more of the  combined  voting  power (with  respect to the  election of
         directors) of the Company's  then  outstanding  securities;  (2) at any
         time after the  execution  of this  Agreement,  a majority of the Board
         shall be  replaced,  over a two-year  period,  from the  directors  who
         constituted  the  Board  at the  beginning  of such  period,  and  such
         replacement  shall not have been approved by either two-thirds (2/3) of
         the Board as constituted at the beginning of such period or Citizens or
         Tele Danmark;  (3) the consummation of a merger or consolidation of the
         Company with or into any other corporation (other than with Citizens or
         Tele Danmark),  other than a merger or consolidation which would result
         in the voting securities of the Company  outstanding  immediately prior
         thereto continuing to represent (either by remaining  outstanding or by
         being  converted into voting  securities of the surviving  entity) more
         than  sixty-five  percent  (65%) of the  combined  voting  power  (with
         respect to the election of directors) of the  securities of the Company
         or of such surviving entity  outstanding  immediately after such merger
         or  consolidation;  or  (4)  the  consummation  of a plan  of  complete
         liquidation  of  the  Company  or of  an  agreement  for  the  sale  or
         disposition by the Company of all or substantially all of the Company's
         business or assets.

                  (b)  Termination  Benefits.   If  Executive's   employment  is
         terminated  pursuant to Paragraph  18(a) prior to the expiration of the
         term of this  Agreement  for any reason  noted  above other than by the
         Company for "cause" or by Executive upon 90 days notice as set forth in
         clause (iii) of Paragraph 18(a),  Executive will be entitled to receive
         the following benefits as severance (the "Severance Benefits"):

                           (i)  a  lump  sum  payment  equal  to six (6) months'
                           salary  at  Executive's  then-current  annual  salary
                           level;

                           (ii)  payment  of any  salary,  expenses,  allowances
                           and benefits accrued  by  Executive up to the date of
                           the termination; and

                           (iii)  the  immediate  vesting  and  release  of  any
                           unvested unreleased portion of the options granted as
                           of the  date of  such  termination  pursuant  to this
                           agreement, without restriction.

                                      -6-
<PAGE>

                  (c) Benefits in the Event of Executive's Death.  Except as set
         forth below, if Executive's employment terminates  automatically in the
         event of  Executive's  death,  Executive's  estate  will be entitled to
         receive  the  Severance  Benefits.  The  Company  may,  at its  option,
         maintain a life  insurance  policy for Executive in an amount deemed to
         be appropriate by the Board and designating  Executive's  estate as the
         beneficiary.  If the Company elects to maintain such life insurance and
         the policy amount equals or exceeds the value of the Severance Benefits
         (as determined by the Board), Executive's estate shall only be entitled
         to receive the proceeds of the insurance  policy.  If the policy amount
         is less than the value of the Severance Benefits, the Company shall pay
         to  Executive's  estate an amount equal to the  difference  between the
         value of the  Severance  Benefits  and the  amount to which the  estate
         would be  entitled to under the  insurance  policy.  The Company  shall
         determine  the value of the Severance  Benefits as soon as  practicable
         after  Executive's  death but in no event  later than  thirty (30) days
         thereafter.

                  (d) Date of Termination;  Provision of Severance Benefits. The
         date of termination of Executive's employment by the Company under this
         Paragraph  18 shall be one (1) month  after  receipt  by  Executive  of
         written  notice  of  termination,   provided,   however,  that  if  the
         termination  is for  cause  the date of  termination  shall be the date
         specified in the notice of  termination or if no date is specified then
         the date on which such notice is received by the Executive. The date of
         termination by Executive under this Paragraph 18 shall be one (1) month
         after receipt by the Company of written notice of termination except in
         the case of  termination  by  Executive as set forth in clause (iii) of
         Paragraph  18(a)  pursuant to which  Executive  is required to give the
         Company 90 days  notice.  All  benefits to which  Executive is entitled
         under subparagraph (b) hereof shall be provided within thirty (30) days
         of  termination.  In the case of automatic  termination in the event of
         Executive's  death, the benefits shall be provided no later than thirty
         (30) days from the date of Executive's death.

         19.      Miscellaneous.

                  (a) Rights Under Plans and Programs.  Notwithstanding anything
         in this  Agreement to the  contrary no  provision of this  Agreement is
         intended,  nor shall it be construed,  to reduce or in any way restrict
         any benefit to which  Executive  may be entitled  under any  agreement,
         plan, arrangement, or program providing benefits for Executive.

                  (b) Entire  Agreement.  This Agreement  constitutes the entire
         agreement  between the parties  with  respect to the subject  matter of
         this  Agreement  and  supersedes  all  prior  written  and oral and all
         contemporaneous  oral agreements and understandings with respect to the
         subject matter of this Agreement.

                  (c)  Notices.  Any notice or request to be given  hereunder by
         any party to the other  shall be in writing and shall be deemed to have
         been duly  given on the next  business  day after the same is sent,  if
         delivered personally or sent by telecopy or overnight delivery, or five
         calendar  days  after  the  same is  sent,  if sent  by  registered  or
         certified mail, return receipt requested, postage prepaid, as set forth
         below,  or to such other  persons or addresses as may be  designated in
         writing  in  accordance  with the terms  hereof by the party to receive
         such notice.


                                      -7-
<PAGE>

                  If to the Company, to:

                           Hungarian Telephone and Cable Corp.
                           32 Center Street
                           Darien, CT 06820
                           Facsimile No.: 203-656-3867
                           Attn:  General Counsel

                  If to Executive, to:

                           the address or facsimile number
                           for Executive as set forth
                           in the Company's records

                           with a required copy to:

                           (to be provided by Executive)

                  (d)  Governing  Law;  Forum;  Consent  to  Jurisdiction.  This
         Agreement  shall be governed by and  construed in  accordance  with the
         laws of the State of New York without  giving effect to the  principles
         of conflict  of laws  thereof.  Each of the  parties to this  Agreement
         hereby  irrevocably and  unconditionally  (i) consents to submit to the
         exclusive  jurisdiction  of the courts of the State of New York for any
         proceeding  arising in connection  with this  Agreement  (and each such
         party  agrees  not to  commence  any such  proceeding,  except  in such
         courts),  (ii) to the extent  such party is not a resident of the State
         of New  York,  agrees to  appoint  an agent in the State of New York as
         such  party's  agent  for  acceptance  of  legal  process  in any  such
         proceeding against such party with the same legal force and validity as
         if served upon such party personally  within the State of New York, and
         to notify  promptly  each other party hereto of the name and address of
         such agent,  (iii)  waives any  objection to the laying of venue of any
         such  proceeding  in the  courts  of the  State of New  York,  and (iv)
         waives,  and  agrees  not to plead or to make,  any claim that any such
         proceeding  brought  in any  court  of the  State  of New York has been
         brought in an improper or otherwise inconvenient forum.

                  (e)  Counterparts.  This  Agreement  may be executed in one or
         more counterparts, and each of such counterparts shall for all purposes
         be deemed to be an original,  but all such counterparts  together shall
         constitute but one instrument.

                  (f)  Executive's  Successors.  This  Agreement  and all rights
         of  Executive   hereunder  shall  inure  to  the  benefit  of,  and  be
         enforceable  by,  Executive's  personal   or   legal   representatives,
         executors,  administrators,  successors,  heirs, distributees, devisees
         and legatees.



                                      -8-
<PAGE>

                  (g)  Assignment.  Neither  this Agreement,  nor the rights and
         obligations  hereunder,  may  be  assigned  by either party without the
         prior written consent of the other party.

                  (h) Parties in Interest. Nothing in this Agreement,  expressed
         or implied,  is intended to confer on any person other than the parties
         hereto or their respective successors or assigns, any rights, remedies,
         obligations or liabilities under or by reason of this Agreement.

                  (i)  Prior  Employment  Agreement.  This  Agreement amends and
         restates the 1998  Employment Agreement.

                  (j)  Amendment.   This  Agreement  may not be  amended  except
         by an instrument in writing signed on behalf of each of the parties.

                  (k) Extension;  Waiver. Either party to this Agreement may (a)
         extend the time for the  performance of any of the obligations or other
         acts of the other party to this  Agreement or (b) waive  compliance  by
         the other  party with any of the  agreements  or  conditions  contained
         herein or any breach  thereof.  Any agreement on the part of a party to
         any such  extension  or waiver  shall be valid  only if set forth in an
         instrument in writing signed on behalf of such party.

                  (l)  Severability.   The  provisions  of  this  Agreement  are
         severable  and, if any provision of this  Agreement is determined to be
         invalid or unenforceable by any court of competent  jurisdiction,  such
         provision (in any other  jurisdiction)  and the other provisions hereof
         (in any  jurisdiction)  shall  not be  rendered  otherwise  invalid  or
         unenforceable  and such provision shall be deemed to be modified to the
         extent necessary to render it legal,  valid and enforceable,  and if no
         such modification  shall render it legal,  valid and enforceable,  then
         this  Agreement  shall be construed as if not  containing the provision
         held to be invalid, and the rights and obligations of the parties shall
         be construed and enforced accordingly.


                                         HUNGARIAN TELEPHONE AND CABLE CORP.


                                         By:    /s/William E. Starkey
                                         ---------------------------------------
                                                William E. Starkey
                                                Chairman of the Compensation -
                                                 Stock Option Committee

                                         OLE BERTRAM

                                                /s/Ole Bertram
                                         ---------------------------------------


                                      -9-