C TEC CORP
8-A12G, 1994-08-17
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                   FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.
                                     20549


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                             C-TEC CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)



                 Pennsylvania                   23-2093008
    --------------------------------------------------------------
     (State of incorporation or organization)    (I.R.S. Employer
                                                Identification No.)


    46 Public Square, P.O. Box 3000,
    Wilkes-Barre, Pennsylvania                   18703-3000
    --------------------------------------------------------------
    (Address of principal executive offices)     (zip code)





Securities to be registered pursuant to Section 12(b) of the Act:  None


Securities to be registered pursuant to Section 12(g) of the Act:
                    Rights to Purchase Common Stock
- -----------------------------------------------------------------------
                           (Title of Class)





















<PAGE>

Item 1.                    Description of Registrant's
- -------                    Securities to be Registered
                           ---------------------------

         The description of the rights to purchase common stock
described under the caption "The Rights Offering" in the Registrant's
Registration Statement on Form S-3 (File No. 33-54433), filed with the
Securities and Exchange Commission (the "Form S-3") is hereby incorporated
by reference.


Item 2.                    Exhibits.
- -------                    ---------

         Pursuant to Instruction I of the Form 8-A Instructions as to
Exhibits, the following documents are filed with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc.

1.            Specimen Copy of Registrant's Subscription Certificate is
              incorporated herein by reference to Exhibit 99(a) of the
              Form S-3;

2. (a)        Articles of Incorporation of Registrant as amended and restated
              April 24, 1986 are incorporated herein by reference to Exhibit
              3(a) to the Registrant's Annual Report on Form 10-K for the year
              ended December 31, 1986; and

    (b)       By-laws of Registrant as amended through October 28, 1993 are
              incorporated by reference to Exhibit 3(b) to the Registrant's
              Annual Report on Form 10-K for the year ended December 31, 1993.









                                   Signature


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

Date:   August 17, 1994               C-TEC CORPORATION


                                       By: /s/ Bruce Godfrey
                                          ---------------------
                                          Bruce Godfrey
                                          Executive Vice President
                                          and Chief Financial Officer

                               Index of Exhibits
                               ------------------

Exhibit No.                      Description
- -----------                      -----------

1.             Specimen Copy of Registrant's Subscription Certificate is
               incorporated herein by reference to Exhibit 99(a) of the
               Form S-3;

2.(a)         Articles of Incorporation of Registrant as amended and restated
               April 24, 1986 are incorporated herein by reference to Exhibit
               3(a) to the Registrant's Annual Report on Form 10-K for the year
               ended December 31, 1986; and

    (b)        By-laws of Registrant as amended through October 28, 1993 are
	       incorporated by reference to Exhibit 3(b) to the Registrant's
               Annual Report on Form 10-K for the year ended December 31,
               1993.


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