Exhibit 10.6

                       HUNGARIAN TELEPHONE AND CABLE CORP.

                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                        (as amended as of May 25, 2000)

1.  Purpose.  This  Non-Employee  Director  Stock  Option  Plan (the  "Plan") is
intended to promote the interests of Hungarian  Telephone  and Cable Corp.  (the
"Company")  by  providing  an  inducement  to attract and retain the services of
qualified persons who are neither employees nor officers of the Company to serve
as  members  of the  Board  of  Directors  and by  demonstrating  the  Company's
appreciation for their service on the Company's Board of Directors.

2. Options to be Granted.  Under the Plan, Options  ("Options") are granted that
give an optionee  ("Optionee") the right for a specified time period to purchase
a specified  number of shares of Common Stock, par value $.001 per share, of the
Company (the "Common Stock"). The Option price is determined in each instance in
accordance with the terms of this Plan.

3.  Available  Shares.  The total  number  of  shares of Common  Stock for which
Options may be granted shall not exceed  250,000  shares (the "Option  Shares"),
subject to adjustment in accordance  with Section 13 hereof.  Shares  subject to
the Plan are authorized but unissued  shares or shares that were once issued and
subsequently  reacquired by the Company.  If any Options granted under this Plan
are surrendered before exercise or lapse without exercise,  in whole or in part,
the shares  reserved  therefor  shall revert to the Option pool and again become
available for grant under the Plan.

4.  Administration.  The Plan shall be administered by the  Compensation - Stock
Option  Committee or its successor of the Board of Directors of the Company (the
"Committee").  The Committee shall,  subject to the provisions of the Plan, have
the power to construe and interpret the Plan, to resolve all issues  thereunder,
and to adopt and amend such rules and regulations for the  administration of the
Plan as it may deem desirable.

5. Option Agreement. Each Option granted under the provisions of this Plan shall
be  evidenced  by an Option  Agreement,  in such form as may be  approved by the
Committee, which Option Agreement shall be duly executed and delivered on behalf
of the  Company and by the  Optionee to whom such Option is granted.  The Option
Agreement shall contain such terms,  provisions and conditions not  inconsistent
with the Plan as may be determined by the Committee.

6. Eligibility  and  Limitations.  Options  may  be granted pursuant to the Plan
only  to  members  of  the  Board  of  Directors  of  the  Company  who  are not
officers or employees of  the  Company or any of its subsidiaries ("Non-Employee
Directors").



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7. Exercise  Price.  The exercise  price for the purchase of stock covered by an
Option  granted  pursuant  to the Plan shall be 100% of the fair  market of such
shares on the day the Option is granted.  The exercise  price will be subject to
adjustment in accordance with the provisions of Section 13 hereof.  For purposes
of the Plan, the "fair market value" of a share of Common Stock on any day shall
mean the average of the daily  closing  prices for the prior twenty (20) trading
days of a share of the Company's  Common Stock on the American  Stock  Exchange,
or, if the shares are not listed or admitted to trading on such Exchange, on the
principal  United States  securities  exchange or on the NASDAQ/NMS on which the
shares are listed or  admitted  to  trading,  or if the shares are not listed or
admitted to trading on any such exchange or on the NASDAQ/NMS,  the mean between
the closing  high bid and low asked  quotations  with respect to a share on such
dates  on  the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotations  System,  or any similar system then in use, or if no such quotations
are  available,  the fair market value on such date of a share as the  Committee
shall determine.

8.  Grant of Option Awards.

         (a) Initial Grant of Options. Each Non-Employee Director of the Company
who is serving in such  capacity on (i) the date of the adoption of this Plan by
the  Board of  Directors  of the  Company  and (ii) the date of the 1997  Annual
Meeting of Stockholders of the Company, is hereby granted without further action
by the Board of Directors or the  Committee,  an Option to purchase 5,000 shares
of Common Stock on the date of the 1997 Annual  Meeting of  Stockholders  of the
Company, which Options shall vest in the Optionee on the date of such grant.

         (b)  Automatic  Annual Grant of Options.  As of the date each year that
any Non-Employee Director is elected or re-elected to serve as a director by the
stockholders of the Company at the Annual Meeting of Stockholders of the Company
(beginning  with the 1997 Annual  Meeting of  Stockholders),  each  Non-Employee
Director shall be  automatically  granted without further action by the Board of
Directors or the  Committee an Option to purchase  5,000 shares of Common Stock.
Each  Non-Employee  Director  who is  appointed  (or  elected)  to the  Board of
Directors  after any Annual Meeting of  Stockholders of the Company but prior to
the next  following  Annual  Meeting of  Stockholders  of the  Company  shall be
automatically  granted,  on the date of the first such appointment (or election)
and without further action by the Board of Directors or the Committee, an Option
to purchase a pro-rata  share of 5,000 shares of Common Stock as  determined  by
the Committee  based on the ratio of the number of days actually served from the
date of  appointment  (or  election)  to the date of the next Annual  Meeting of
Stockholders rounded to the nearest whole share. If on any date for the grant of
Options  pursuant  to the Plan the  aggregate  number of shares  then  remaining
available  for Options  under the Plan is less than the number of Option  Shares
which the Plan provides shall be granted on such date,  Options shall be granted
on the  following  basis:  first,  ratably (to the nearest  whole  share) to any
persons  entitled to receive on such date a grant pursuant to the first sentence
of this Section 8(b), up to a maximum grant of 1,000 Option Shares per Optionee;

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and  second,  ratably  (to  the  nearest  whole share) to any person entitled to
receive  on  such  date  a  grant  pursuant  to  the  second  sentence  of  this
Section 8(b), up to a maximum grant of 1,000 Option Shares per Optionee.

9.  Period  of  Options.  The  Options  granted hereunder shall expire on a date
which  is  ten  years  after  the  date of grant of the Options.  The Plan shall
terminate when all Options granted hereunder have expired or terminated.

10. Exercise of Options. Subject to the terms and conditions of the Plan and the
Option  Agreement,  each  Option  granted  hereunder  shall,  to the extent then
exercisable,  be exercisable in whole or in part by giving written notice to the
Company by mail or in person  addressed to Hungarian  Telephone and Cable Corp.,
32 Center Street, Darien, CT 06820, stating the number of shares with respect to
which the  Option is being  exercised,  accompanied  by  payment  in full of the
exercise price for such shares. Upon notification from the Company, the Transfer
Agent shall,  on behalf of the Company,  prepare a certificate  or  certificates
representing  the shares  acquired  pursuant to  exercise  of the Option,  shall
register  the  Optionee  as the owner of such shares on the books of the Company
and shall cause the fully executed certificate(s) representing such shares to be
delivered to the  Optionee as soon as  practicable  after  payment of the Option
price in full.  The  Optionee  shall not have any rights of a  stockholder  with
respect to the shares covered by the Option,  except through the due exercise of
the Option.

11.      Vesting of Shares and Non-Transferability of Option

         (a) Vesting.  Each  automatic  annual grant of any Option granted under
the Plan  pursuant to Section 8(b) shall vest in the  Optionee,  and thus become
exercisable,  at the earlier of (x) the date of the next  Annual  Meeting of the
Stockholders of the Company, or (y) one year from the date of such annual grant.

         If either of the following events shall occur, all Options  theretofore
granted and not fully  exercisable  shall  become  exercisable  in full upon the
happening of such event and shall remain so exercisable  for a period of 60 days
following  such date,  after  which they shall  revert to being  exercisable  in
accordance  with their terms  (provided that no Option which has previously been
exercised or has expired or otherwise terminated shall become exercisable):

                  (i)  a tender  offer  or  exchange  offer for shares of Common
         Stock (other than such an offer by the Company) is commenced, or

                  (ii) the  stockholders  of the  Company  approve an  agreement
         providing  either for a transaction  in which the Company will cease to
         be an independent  publicly-owned  company or for a sale or disposition
         of all or substantially all the assets of the Company.


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         (b) Legend on Certificates. The certificates representing shares issued
upon  exercise  of an Option  shall  carry such  appropriate  legends,  and such
written  instructions  shall be given to the Company's Transfer Agent, as may be
deemed  necessary or advisable by counsel to the Company in order to comply with
the  requirements  of the Securities Act of 1933 or any federal,  state or local
securities laws.

         (c) Non-Transferability.  Any Option granted pursuant to the Plan shall
not be assignable or transferable  other than by will or the laws of descent and
distribution,  and shall be exercisable  during the Optionee's  lifetime only by
the Optionee.

12. Termination of Options.

         (a) In the  event an  Optionee  ceases  to be a member  of the Board of
Directors  of the Company  for any reason  other than death or  disability,  any
Options not then exercisable  shall  immediately  terminate and become void. Any
Options which are  exercisable,  but which have not been exercised,  at the time
the Optionee so ceases to be a member of the Board of Directors may be exercised
by the  Optionee  until the earlier of (x) the original  expiration  date of the
Options or (y) eighteen months following the date the Optionee so ceases to be a
member of the Board of Directors.

         (b) In the  event of the  death of an  Optionee  while a member  of the
Board of Directors of the Company or during the relevant  period  referred to in
Section  12(a) hereof,  any Options,  exercisable  at the time of death,  may be
exercised (by the Optionee's  personal  representative,  heir or legatee) during
the period ending one year after the date of such death.  Following the death of
any person to whom an Option was granted under the Plan,  the Committee  may, as
an alternative means of settlement of such Option, elect to pay to the person to
whom  such  Option  is  transferred  by  will  or by the  laws  of  descent  and
distribution  the amount by which the fair market value per share on the date of
exercise  of such  Option  shall  exceed  the  exercise  price  of such  Option,
multiplied  by the number of shares to which such Option is properly  exercised.
Any such  settlement of an Option shall be considered an exercise of such Option
for all purposes of the Plan.

13. Adjustments Upon Changes in Capitalization  and Other Matters.  In the event
that the outstanding  shares of Common Stock are changed into or exchanged for a
different  number or kind of shares of other  securities  of the  Company  or of
another  corporation  by reason of any  reorganization,  merger,  consolidation,
recapitalization  or  reclassification,  or  in  the  event  of a  stock  split,
combination  of  shares  or  dividends  payable  in  capital  stock,   automatic
adjustment  shall  be  made  in the  number  and  kind  of  shares  as to  which
outstanding  Options or portions thereof then  unexercised  shall be exercisable
and in the available  shares set forth in Section 3 hereof,  to the end that the
proportionate  interest  of the  Optionee  shall be  maintained  as  before  the
occurrence of such event.  Such adjustment in outstanding  Options shall be made
without charge in the total price applicable to the unexercised  portion of such
Options and with a corresponding adjustment in the exercise price per share.

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      If  an  Option  hereunder  shall be assumed,  or a new Option  substituted
therefor,  as a result of sale of the  Company,  whether by a corporate  merger,
consolidation  or sale of property  or stock,  then  membership  on the Board of
Directors of such assuming or substituting corporation,  or a parent corporation
thereof,  shall be  considered  for purposes of the Plan to be membership on the
Board of Directors of the Company.

14.  Delivery and  Registration of Stock.  The Company's  obligations to deliver
shares of Common Stock upon  exercise of an Option  shall,  if the  Committee so
requests,  be  conditioned  upon  the  receipt  of a  representation  as to  the
investment intention of the Optionee to whom such shares are to be delivered, in
such form as the  Committee  shall  determine  to be  necessary  or advisable to
comply with the  provision of the  Securities  Act of 1933,  as amended,  or any
other  Federal,  state or local  securities  laws.  It may be provided  that any
representation  requirements shall become inoperative upon a registration of the
shares or other action  eliminating the necessity of such  representation  under
such Securities Act or other  securities laws. The Company shall not be required
to deliver any shares  under the Plan prior to (i) the  admission of such shares
to listing on a stock exchange on which shares may then be listed,  and (ii) the
completion of such registration or other  qualification of such shares under any
state or Federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.

15.  Withholding  Tax.  Where an Optionee or other person is entitled to receive
shares  pursuant to the exercise of an Option  pursuant to the Plan, the Company
shall have the right in its sole  discretion  to require  the  Optionee  or such
other  person to pay the  Company  the amount of any taxes  which the Company is
required to withhold with respect to such shares.

16.  Effectiveness.  Anything in the Plan to the contrary  notwithstanding,  the
effectiveness  of the Plan and of the grant of all Options  hereunder  is in all
respects  subject to, and the Plan and Options  granted  under it shall be of no
force and effect unless and until, and no Option granted  hereunder shall in any
way vest or become  exercisable in any respect unless and until, the approval of
the Plan by the Company's Board of Directors.

17.  Compliance  with  Section  16. This Plan is intended to comply with Rule 16
promulgated  under  the  Exchange  Act  ("Rule  16b-3")  to the  fullest  extent
possible.  Any provision of the Plan which is inconsistent with said Rule shall,
to the extent of such  inconsistency,  be  inoperative  and shall not affect the
validity of the remaining provisions of the Plan.

18.  Termination  and Amendment of Plan. The Board may at any time terminate the
Plan or make such  modification  or  amendment  thereof  as it deems  advisable.
Termination or any  modification or amendment of the Plan shall not, without the
consent of an  Optionee,  affect his or her  rights  under an Option  previously
granted.


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