Registration No. 33-64476
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
CAROLINA TELEPHONE AND TELEGRAPH COMPANY
(Exact name of registrant as specified in charter)
NORTH CAROLINA 56-0931189
(State of incorporation) (I.R.S. employer identification
no.)
P.O. Box 11315
Kansas City, Missouri 64112
(913) 624-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DON A. JENSEN
Vice President & Secretary
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
(913) 624-3326
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
________________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement,
as determined by market conditions and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ___
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. X
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ___
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ___
<PAGE>
In June, 1993, Carolina Telephone and Telegraph Company filed
Registration Statement No. 33-64476 (the "Registration Statement"),
which registered $175,000,000 of the corporation's Debt Securities.
$100,000,000 of Debentures were sold in August, 1993. The corporation
has no plans to sell additional Debt Securities in the near future.
Therefore, the Registration Statement is hereby amended to deregister
the remaining $75,000,000 of Debt Securities.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-3 and has duly
caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Westwood, State of Kansas, on the 7th day of December,
1998.
CAROLINA TELEPHONE AND
TELEGRAPH COMPANY
By: /s/ Michael B. Fuller
(Michael B. Fuller, President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Name Title Date
/s/ Michael B. Fuller President, Chief )
(Michael B. Fuller) Executive )
Officer and Director )
(Principal Executive )
Officer) )
)
/s/ Richard D. McRae Vice President and )
(Richard D. McRae) Director ) December 7, 1998
(Principal Financial )
Officer) )
)
/s/ John I. Lehman Controller )
(John I. Lehman) (Principal Accounting )
Officer) )
)
/s/ Don A. Jensen Director )
(Don A. Jensen) )
)
)
