Exhibit 10.92 

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Amended and Restated  Employment  Agreement (this  "Agreement") is
made  and  entered  into as of this 9th day of  January,  1997,  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 Richard P.
Halka ("Executive").

                                    RECITALS:

         A. The Company and Executive are parties to that certain  Employment
Agreement, dated December 19, 1995 ("1995 Agreement").

         B. On July 26, 1996,  Executive's position with the Company was changed
from that of Assistant Controller to that of Controller,  thereby  significantly
increasing Executive's duties and responsibilities.

         C. The parties  desire to amend and restate the 1995  Agreement  to set
forth the terms and conditions  under which Executive shall continue to serve in
the above-stated capacity of Controller of the Company.

         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 Controller of the Company.  Executive  shall report and be  responsible
solely to the President and Chief Executive Officer of the Company.  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 President and Chief Executive Officer 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 at Kiralyhago u.2, Budapest, Hungary.

         3. Term.  The term of employment  under this Agreement  shall continue
through December 31, 1999,  unless  earlier terminated in accordance with the
terms of this Agreement (the "Employment Period").

         4.  Effective  Date.  The effective date of this Agreement is July  26,
1996, the date on which Executive was elected Controller by the Board of
Directors of the Company (the "Board").

         5. Annual  Salary.  Executive will receive an annual base salary of One
Hundred Forty Thousand Dollars ($140,000), payable in equal monthly installments
on the last day of each  month.  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 and 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,  but in no event shall
such increase be less than the annual change in the United States Consumer Price
Index for the most recently reported twelve (12) month period.

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         6. Share Award. In  consideration  of the Executive's (i) past services
to the  Company and (ii)  delivery  of the  aggregate  par value  therefor,  the
Company  hereby sells and assigns  Executive  five thousand  (5,000) shares (the
"Shares") of the Company's  common  stock,  par value $.001,  ("Common  Stock"),
which  will be  registered  with  the  United  States  Securities  and  Exchange
Commission (the "Commission") on Form S-8. Executive's rights to the Shares will
vest and  certificates  evidencing  ownership  of the  Shares  will be  released
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 17(b)
and (c)) all as yet  unvested  Shares shall be forfeited  and  cancelled,  so no
certificate(s) therefor shall be released to the Executive:

                  Release Date            Shares released

                  October 10, 1997        5,000

Prior  to  the  scheduled  release  date  of any  installment  of  Shares,  such
unreleased Shares may not be sold, assigned, transferred,  pledged, or otherwise
encumbered  by  Executive.  Executive  hereby  grants  the  Company an option to
purchase  such number of Shares  released to Executive as shall be sufficient to
allow Executive to pay taxes due on the released Shares,  provided such purchase
by the Company does not violate the Company's certificate of incorporation,  its
bylaws or the Delaware General Corporation Law.

         7. Annual Stock Options.  Executive shall be entitled to receive an
award of options to purchase a target of fifteen thousand (15,000) shares of
Common Stock annually (the "Options") starting in 1997.

         For  the  years  1997  through  1999,  Executive  will be  entitled  to
participate in the Company's  1992 Incentive  Stock Option Plan, as amended (the
"ISO Plan"). Under the ISO Plan, Executive shall be entitled to receive an award
of options to purchase a target of fifteen  thousand  (15,000)  shares of Common
Stock  annually on terms to be established by the  Compensation  Committee.  The
Compensation  Committee shall establish such terms, including exercise price, by
March  31st  of  the  year   following  the  year  in  which  such  Options  are
attributable.  In any given  year,  Executive  may receive an award that is less
than,  equal to, or greater than the target award,  depending upon the Company's
performance  measured against annual financial  targets agreed to by and between
Executive and the Compensation Committee.

         8. 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.  The Compensation  Committee shall review
the amount of the Housing  Allowance  on an annual  basis,  and may increase the
amount based on cost of living increases, if applicable.

         9. Insurance. The Company will provide Executive, his spouse and his
minor dependents with health insurance coverage under a fully comprehensive
international scheme.

         10. Automobile.  The Company will provide Executive with an automobile
to be leased or purchased and maintained by the Company.

         11. Annual Leave. Executive will be entitled to thirty (30) days annual
paid vacation and a home leave allowance of Five Thousand Dollars ($5,000).

         12. Hungarian Taxes.  The Company will reimburse Executive for all
Hungarian taxes, work permits, or other governmental assessments that relate to
his employment by the Company.

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         13.  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 a duly  authorized  officer of the Company,
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.

         14.      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.

                 (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.

         15.  Breach of Covenant Not to Compete and  Confidentiality  Provision.
Executive  agrees  that a  substantial  violation  on his  part of any  covenant
contained in Paragraphs 13 and 14 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.

         16.  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 and 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.

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         17.      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,  if he suffers a demotion or a lower status with the Company
         other than for cause;  or (iv) 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 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 Sections 13(d) and 14(d)of the U.S. Securities and
         Exchange  Act (the "Exchange  Act")),  other than  Citizens  Utilities
         Company or its affiliates  (together, "Citizens"),  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;  (3) the consummation of a merger or  consolidation
         of  the  Company  with  or  into  any  other  corporation  (other than
         Citizens),  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  prior to the expiration of the term of this Agreement,  for
         any reason  noted above  (other than for  "cause"),  Executive  will be
         entitled to receive the following benefits as severance (the "Severance
         Benefits"):

                           (i) a lump sum  payment  equal  to nine  (9)  months'
                           salary  and nine (9)  months'  Housing  Allowance  at
                           Executive's  then-current  annual  salary and Housing
                           Allowance levels;

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

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                           (iii)  the  immediate  vesting  and  release  of  any
                           unvested  unreleased  portion of the shares of Common
                           Stock granted hereunder, without restriction; and

                           (iv) a pro-rata share of stock options,  if any, that
                           are awardable  under any incentive  stock option plan
                           (in  addition  to the ISO  Plan)  established  by the
                           Company.

                  (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  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  17 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 17 shall be one (1) month
         after  receipt by the  Company of written  notice of  termination.  All
         benefits to which Executive is entitled under  subparagraph  (b) hereof
         shall be provided on the date 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.

         18.      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

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         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.

                             If to the Company, to:

                           Hungarian Telephone and Cable Corp.
                           100 First Stamford Place, Suite 204
                           Stamford, CT 06902
                           Facsimile No.: 203/348-9128
                              Attn: General Counsel

                            with a required copy to:

                          Fleischman and Walsh, L.L.P.
                          1400 Sixteenth Street, N.W.
                          Washington, D.C. 20036
                          Facsimile No.: 202/745-0916
                             Attn: Jeffry L. Hardin

                           If to Executive, to:

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

                            with a required copy to:

                          Covington and Burling
                          1201 Pennsylvania Ave., N.W.
                          Washington, D.C. 20044
                          Facsimile No.: 202/622-6291
                             Attn: Paul Berman, Esq.

                  (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

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         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.

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

                  (j) 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.

                  (k)  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.


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.


                                      HUNGARIAN TELEPHONE AND CABLE CORP.


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


                                      RICHARD P. HALKA


                                          /s/ Richard P. Halka

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