content: <PAGE>   1
  
        As filed with the Securities and Exchange Commission on May 8, 1997.
                                                    Registration No. 333-_________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                                 -----------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                                 -----------------
  
                                 TCA CABLE TV, INC.
               (Exact name of registrant as specified in its charter)
  
                    Texas                               75-1798185
     (State or other jurisdiction of     (I.R.S. employer identification number) 
      incorporation or organization)
  
                                 3015 SSE Loop 323
                                 Tyler, Texas 75701
                      (Address of principal executive offices)
  
                                 -----------------
  
                                    TCA CABLE TV
                     NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                              (Full title of the Plan)
  
                                 -----------------
  
                                  ROBERT M. ROGERS
                                 3015 SSE Loop 323
                                 Tyler, Texas 75701
            (Name and address of agent for service of agent for service)
  
                                   (903) 595-3701
                      (Telephone number, including area code,
                               of agent for service)
  
                                 -----------------
  
                                      COPY TO:
                                 JAMES S. RYAN, III
                              Jackson & Walker, L.L.P.
                                  901 Main Street
                                     Suite 6000
                                Dallas, Texas  75202
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ======================================================================================================================
                                                                    Proposed             Proposed
                  Title of                       Amount             Maximum              Maximum             Amount of
                 Securities                       to be          Offering Price          Aggregate          Registration
              to be Registered                 Registered        Per Share (1)      Offering  Price (1)        Fee (1)
  ----------------------------------------------------------------------------------------------------------------------
   <S>          <C>                          <C>                    <C>                 <C>                  <C>
   Common Stock, $.10 par value              250,000 shares         $33.625             $8,406,250           $2,548.00
  ======================================================================================================================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) and 457(h), registration fee is based on a
           price of $33.625 per share, which price is an average of the high and
           low prices of the Common Stock on the National Association of
           Securities Dealers Automated Quotation National Market System on May
           2, 1997.
  <PAGE>   2
  PROSPECTUS
  
                                 TCA CABLE TV, INC.
  
                           250,000 SHARES OF COMMON STOCK
  
           This Prospectus relates to the offer and sale of up to 250,000 shares
  (the "Shares") of common stock, par value $0.10 per share (the "Common Stock")
  of TCA Cable TV, Inc. (the "Company"), issued pursuant to the provisions of the
  TCA Cable TV, Inc. Non-Employee Directors' Stock Option Plan (the "Plan").
  
           The Shares may be sold from time to time by the Selling Shareholders
  or by permitted transferees.  The Common Stock is quoted through the National
  Association of Securities Dealers Automated Quotation National Market System
  (the "Nasdaq/NMS") under the symbol "TCAT" and may be sold from time to time by
  the Selling Shareholders either directly in private transactions, or through
  one or more brokers or dealers on the Nasdaq/NMS, or any other over-the-counter
  market or exchange on which the Common Stock is quoted or listed for trading,
  at such prices and upon such terms as may be obtainable.  On May 2, 1997, the
  last reported sale price of the Common Stock, as reported on the Nasdaq/NMS,
  was $34.25.
  
           Upon any sale of the Common Stock offered hereby, the Selling
  Shareholders and participating agents, brokers, dealers or marketmakers may be
  deemed to be underwriters as that term is defined in the Securities Act of
  1933, as amended (the "Securities Act"), and commissions or discounts or any
  profit realized on the resale of such securities purchased by them may be
  deemed to be underwriting commissions or discounts under the Securities Act.
  See "Plan of Distribution."  The Company will not receive any of the proceeds
  from the sales by the Selling Shareholders.
  
           No underwriter is being utilized in connection with this offering.
  The Company will pay all expenses incurred within this offering.  The expenses
  incurred in connection with Offering are estimated to be approximately $5,000.
  
                                 -----------------
  
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
  THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO
  THE CONTRARY IS A CRIMINAL OFFENSE.
  
                    The date of this Prospectus is May 8, 1997.
  <PAGE>   3
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission").  Such reports,
  proxy statements and other information filed by the Company with the Commission
  can be inspected and copied at the public reference facilities maintained by
  the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
  Washington, D.C. 20549; at the Commission's Chicago Regional office located at
  Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
  Illinois 60661-2511; and at the Commission's New York Regional office located
  at 7 World Trade Center, Room 1300, New York, New York 10048.  Copies of such
  material may also be obtained at prescribed rates from the Public Reference
  Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
  1024, Washington, D.C. 20549.  Additionally, the Commission maintains a website
  (http://www.sec.gov) that contains reports, proxy statements and information
  statements and other information regarding registrants that file electronically
  with the Commission.  The Common Stock is listed on the Nasdaq/NMS.  Reports,
  proxy statements and other information concerning the Company can be inspected
  at the offices of the Nasdaq/NMS.
  
           The Company has filed with the Commission in Washington, D.C., a
  Registration Statement on Form S-8 (the "Registration Statement") in connection
  with the offer and sale of the Common Stock offered hereby under the Securities
  Act.  This Prospectus does not contain all of the information set forth or
  incorporated by reference in the Registration Statement and the exhibits
  thereto.  For further information with respect to the Company and the Common
  Stock, reference is made to the Registration Statement and the exhibits
  thereto.  Copies of the Registration Statement are available from the
  Commission.  Statements contained in this Prospectus concerning the provisions
  of documents filed with the Registration Statement are necessarily summaries of
  such documents, and each statement is qualified in its entirety by reference to
  the copy of the applicable document filed with the Commission.
  
           The Company's principal executive offices are located at 3015 SSE Loop
  323, Tyler, Texas 75701 and its telephone number is (903) 595-3701.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are incorporated herein by reference and made a part hereof:
  
           (i)     Annual Report of the Company on Form 10-K for the year ended
           October 31, 1996 (the "Annual Report");
  
           (ii)    All other reports filed with the Commission pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act"), since the end of the fiscal year covered
           by the documents referred to in the Annual Report; and
  
  
  
  
  
                                         2
  <PAGE>   4
           (iii)   Description of the Common Stock contained in the Company's
           Registration Statement on Form S-1 (No. 2-75516) and Registration
           Statement on Form 8-A (No. 2-88892), effective as of March 17, 1984.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Common Stock to be made
  hereunder shall be deemed to be incorporated by reference herein and to be a
  part hereof from the date of filing of such documents.  Any statement contained
  in a document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Prospectus to
  the extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement.  Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Prospectus.
  
           The Company will provide, without charge, to each person to whom a
  copy of this Prospectus is delivered, upon the written or oral request of such
  person, a copy of any or all of the documents incorporated herein by reference
  (other than exhibits to such documents unless such exhibits are specifically
  incorporated by reference into the information that this Prospectus
  incorporates).  Written or telephone requests for such documents should be
  directed to Karen L. Garrett, 3015 S.S.E. Loop 323, Tyler, Texas 75701,
  telephone number (903) 595-3701.
  
                                SELLING SHAREHOLDERS
  
           This Prospectus covers the offer and resale of Shares issued to
  certain Shareholders pursuant to the Plan.
  
           The table below sets forth information concerning the Common Stock
  owned by the following Selling Shareholders, none of whom has, or within the
  past three years has had, any position, office or other material relationship
  with the Company or any of its predecessors or affiliates:
  <TABLE>
  <CAPTION>
                                     OWNERSHIP OF          COMMON STOCK            AMOUNT AND
                                  COMMON STOCK PRIOR   OFFERED FOR SELLING    PERCENTAGE OF CLASS
   NAME                               TO OFFERING          SHAREHOLDERS        AFTER OFFERING(1)
   ----                               -----------          ------------        -----------------
   <S>                                  <C>                   <C>                   <C>
   James F. Ackerman                     15,000               5,000                  10,000
            Director
  
   Ben R. Fisch, M.D.                   671,180               5,000                 666,180
            Director
  
   Kenneth S. Gunter(3)                  10,500               5,000                   5,500
            Director
  
   A.W. Riter, Jr.(4)                   684,940               5,000                 679,940
            Director
  
   Fred W. Smith(2)                      15,000               5,000                  10,000
            Director          
  ----------------------------
  </TABLE>
  
  
  
  
  
                                         3
  <PAGE>   5
  *        Indicates shares held are less than 1% of class.
  (1)      Based on 24,831,444 shares of Common Stock outstanding on May 7, 1997.
  
  (2)      Shares are owned by a trust for which Mr. Smith is a Co-Trustee.
  
  (3)      Shares are owned by a trust for which Mr. Gunter is Trustee.
  
  (4)      Includes 42,480 shares owned by various trusts for which Mr. Riter is
           a Co-Trustee and 80,000 shares owned by a family partnership of which
           a trust controlled by Mr. Riter is the sole general partner.
  
                                  USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock hereby.
  
  
                                PLAN OF DISTRIBUTION
  
           The Shares may be sold from time to time by any of the Selling
  Shareholders, or permitted transferees.  The Shares may be disposed of from
  time to time in one or more transactions through any one or more of the
  following: (i) to purchasers directly, (ii) in ordinary brokerage transactions
  and transactions in which the broker solicits purchasers, (iii) through
  underwriters or dealers who may receive compensation in the form of
  underwriting discounts, concessions or commissions from the Selling
  Shareholders or such permitted transferees or from the purchasers of the Shares
  for whom they may act as agent, (iv) the writing of options on the Shares, (v)
  the pledge of the Shares as security for any loan or obligation, including
  pledges to brokers or dealers who may, from time to time, themselves effect
  distributions of the Shares or interests therein, (vi) purchases by a broker or
  dealer as principal and resale by such broker or dealer for its own account
  pursuant to this Prospectus, (vii) a block trade in which the broker or dealer
  so engaged will attempt to sell the Shares as agent but may position and resell
  a portion of the block as principal to facilitate the transaction and (viii) an
  exchange distribution in accordance with the rules of such exchange, including
  the Nasdaq/NMS, or in transactions in the over the counter market.  Such sales
  may be made at prices and at terms then prevailing or at prices related to the
  then current market price or at negotiated prices and terms.  In effecting
  sales, brokers or dealers may arrange for other brokers or dealers to
  participate.  The Selling Shareholders or such successors in interest, and any
  underwriters, brokers, dealers or agents that participate in the distribution
  of the Shares, may be deemed to be "underwriters" within the meaning of the
  Securities Act, and any profit on the sale of the Shares by them and any
  discounts, commissions or concessions received by any such underwriters,
  brokers, dealers or agents may be deemed to be underwriting commissions or
  discounts under the Securities Act.
  
           The Company will pay all expenses incident to the offering and sale of
  the Shares to the public and all underwriting discounts or commissions,
  brokers' fees and the fees and expenses of any counsel to the Selling
  Shareholders related thereto.
  
  
  
  
  
                                         4
  <PAGE>   6
           In the event of a material change in the plan of distribution
  disclosed in this Prospectus, the Selling Shareholders will not be able to
  effect transactions in the Shares pursuant to this Prospectus until such time
  as a post-effective amendment to the Registration Statement is filed with, and
  declared effective by, the Commission.
  
  
                                   LEGAL MATTERS
  
           Certain legal matters in connection with the Common Stock offered
  hereby have been passed upon for the Company by Jackson & Walker, L.L.P., 901
  Main Street, Suite 6000, Dallas, Texas 75202.
  
  
                                      EXPERTS
  
           The consolidated balance sheets as of October 31, 1996 and 1995 and
  the consolidated statements of operations, changes in shareholders' equity, and
  cash flows for each of the three years in the period ended October 31, 1996,
  appearing in the Company's Annual Report on Form 10-K, incorporated by
  reference in this prospectus, have been incorporated herein in reliance on the
  report, which includes an explanatory paragraph describing the change in the
  method of accounting for income taxes in 1994, of Coopers & Lybrand L.L.P.,
  independent accountants, given on the authority of that firm as experts in
  accounting and auditing.
  
  
                                  INDEMNIFICATION
  
           The Company is a Texas corporation and the Texas Business Corporation
  Act ("TBCA") empowers a corporation organized thereunder to indemnify its
  directors and officers or former directors and officers and to purchase
  insurance with respect to liability arising out of their capacity or status as
  directors and officers.
  
           Reference is made to Article IX and Article VII, Section 8 of the
  Company's Articles of Incorporation and Bylaws, respectively, which provide for
  indemnification of officers and directors except as to certain circumstances
  and except as provided by applicable law.
  
           Additionally, Article XIII of the Company's Articles of Incorporation
  limits the liability of directors of the Company to the Company or its
  stockholders (in their capacity as directors but not in their capacity as
  officers) to the fullest extent permitted by the TBCA.  The effect of such
  Article XIII (based on the TBCA as of the date of this Prospectus) is that the
  directors of the Company will not be personally liable for monetary damages for
  breach of a director's fiduciary duty as a director, except for liability (i)
  for any breach of the director's duty of loyalty to the Company or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) for a transaction
  from which a director received an improper benefit whether or not the benefit
  resulted from an action taken within the
  
  
  
  
  
                                         5
  <PAGE>   7
  scope of the director's office, or (iv) for an act related to an unlawful stock
  repurchase or payment of a dividend.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers or persons controlling
  the Company pursuant to the foregoing provisions, the Company has been informed
  that in the opinion of the Commission, such indemnification is against public
  policy as expressed in the Securities Act and is therefore unenforceable.
  
  
  
  
  
                                         6
  <PAGE>   8
  
  
  
  No person has been authorized to give any information or to make any
  representations other than those contained in this Prospectus, and if given or
  made, such information or representations must not be relied upon.  This
  Prospectus does not constitute an offer to sell or a solicitation to buy any
  securities other than registered securities to which it relates, or an offer to
  or a solicitation of any person in any jurisdiction where such offer or
  solicitation would be unlawful.  The delivery of this Prospectus at any time
  does not imply that the information herein is correct as of any time subsequent
  to its date.
  
                                 TABLE OF CONTENTS
  
  <TABLE>
  <CAPTION>
                                                Page
                                                ----
  <S>                                            <C>
  Available Information . . . . . . . . . . . .  2
  Incorporation by Reference  . . . . . . . . .  2
  Selling Shareholders  . . . . . . . . . . . .  3
  Use of Proceeds . . . . . . . . . . . . . . .  4
  Plan of Distribution  . . . . . . . . . . . .  4
  Legal Matters . . . . . . . . . . . . . . . .  5
  Experts . . . . . . . . . . . . . . . . . . .  5
  Indemnification . . . . . . . . . . . . . . .  5
  </TABLE>
  
  
  ================================================================================
  
  
                                   250,000 Shares
  
                                    Common Stock
  
  
  
  
                                 TCA CABLE TV, INC.
  
  
  
                                    May 8, 1997
  
  
  
  
  
                                         7
  <PAGE>   9
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which have been filed with the Commission by
  TCA Cable TV, Inc. (the "Company"), are incorporated herein by reference and
  made a part hereof:
  
           (i)     Annual Report of the Company on Form 10-K for the year ended
           October 31, 1996 (the "Annual Report");
  
           (ii)    All other reports filed with the Commission pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act"), since the end of the fiscal year covered
           by the documents referred to in the Annual Report; and
  
           (iii)   Description of the Common Stock contained in the Company's
           Registration Statement on Form S-1 (No. 2-75516) and Registration
           Statement on Form 8-A (No. 2-88892), effective as of March 17, 1984.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment that indicates
  that all of the Common Stock offered hereunder has been sold or which
  deregisters all of such Common Stock then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  
  
  
  
                                        -1-
  <PAGE>   10
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is a Texas corporation and the Texas Business Corporation
  Act ("TBCA") empowers a corporation organized thereunder to indemnify its
  directors and officers or former directors and officers and to purchase
  insurance with respect to liability arising out of their capacity or status as
  directors and officers.
  
           Reference is made to Article IX and Article VII, Section 8 of the
  Company's Articles of Incorporation and Bylaws, respectively, which provide for
  indemnification of officers and directors except as to certain circumstances
  and except as provided by applicable law.
  
           Additionally, Article XIII of the Company's Articles of Incorporation
  limits the liability of directors of the Company to the Company or its
  stockholders (in their capacity as directors but not in their capacity as
  officers) to the fullest extent permitted by the TBCA.  The effect of such
  Article XIII (based on the TBCA as of the date of this Registration Statement)
  is that the directors of the Company will not be personally liable for monetary
  damages for breach of a director's fiduciary duty as a director, except for
  liability (i) for any breach of the director's duty of loyalty to the Company
  or its stockholders, (ii) for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law, (iii) for a
  transaction from which a director received an improper benefit whether or not
  the benefit resulted from an action taken within the scope of the director's
  office, or (iv) for an act related to an unlawful stock repurchase or payment
  of a dividend.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers or persons controlling
  the Company pursuant to the foregoing provisions, the Company has been informed
  that in the opinion of the Commission, such indemnification is against public
  policy as expressed in the Securities Act and is therefore unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following is a list of all exhibits filed as a part of this
  Registration Statement on Form S-8, including those incorporated herein by
  reference.
  
  
  
  
  
                                        -2-
  <PAGE>   11
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number           Description of Exhibit
  -------          ----------------------
  <S>              <C>
  4.1              Articles of Incorporation of the Company.(1)
  
  4.2              Articles of Amendment to Articles of Incorporation of the
                   Registrant.(2)
  
  4.3              Articles of Amendment to Articles of Incorporation of the
                   Registrant.(2)
  
  4.4              Bylaws of the Registrant.(1)
  
  4.5              Form of Stock Certificate.(1)
  
  5                Opinion of Jackson & Walker, L.L.P.(4)
  
  15               None.
  
  23.1             Consent of Coopers & Lybrand, L.L.P.(4)
  
  23.3             Consent of Jackson & Walker, L.L.P. (included in the opinion
                   of Jackson & Walker, L.L.P. filed as Exhibit 5).(4)
  
  24               Power of Attorney (included in Part II hereof).(4)
  
  99               TCA Cable TV, Inc. Non-Employee Directors' Stock Option
                   Plan.(3) 
  
  </TABLE>
  
  ------------
  
  (1)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and
           incorporated herein by reference.
  
  (2)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988, and
           incorporated herein by reference.
  
  (3)      Previously filed as an exhibit to the Registrant's Definitive Proxy
           Materials dated as of February 24, 1997, and incorporated herein by
           reference.
  
  (4)      Filed herewith.
  
  
  ITEM 9.  UNDERTAKINGS.
  
       (a)         The undersigned registrant hereby undertakes:
  
                   (1)  To file, during any period in which offers or sales are
           being made, a post-effective amendment to this registration statement:
  
  
  
  
  
                                        -3-
  <PAGE>   12
                                    (i)      To include any prospectus required
                   by section 10(a)(3) of the Securities Act of 1933, as amended;
  
                                    (ii)     To reflect in the prospectus any
                   facts or events arising after the effective date of the
                   registration statement (or the most recent post-effective
                   amendment thereof) which, individually or in the aggregate,
                   represent a fundamental change in the information set forth in
                   the registration statement. Notwithstanding the foregoing, any
                   increase or decrease in volume of securities offered (if the
                   total dollar value of securities offered would not exceed that
                   which was registered) and any deviation from the low or high
                   end of the estimated maximum offering range may be reflected
                   in the form of prospectus filed with the Commission pursuant
                   to Rule 424(b) if, in the aggregate, the changes in volume and
                   price represent no more than a 20% change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective registration
                   statement;
  
                                    (iii)    To include any material information
                   with respect to the plan of distribution not previously
                   disclosed in the registration statement or any material change
                   to such information in the registration statement;
  
       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the Company pursuant
  to Section 13 or Section 15(d) of the Exchange Act of 1934, as amended, that
  are incorporated by reference in the registration statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act of 1933, as amended, each such post-effective
           amendment shall be deemed to be a new registration statement relating
           to the securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
       (b)         The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, as
  amended, each filing of the registrant's annual report pursuant to Section
  13(a) or Section 15(d) of the Exchange Act of 1934, as amended, that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       (c)         Insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended, may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the foregoing provisions, or
  otherwise, the registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy
  
  
  
  
  
                                        -4-
  <PAGE>   13
  as expressed in the Securities Act and is, therefore, unenforceable.  In the
  event that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  
  
  
  
                                        -5-
  <PAGE>   14
                                     SIGNATURES
  
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-3 and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Tyler, State of Texas on
  the 8th day of May, 1997.
  
                                          TCA CABLE TV, INC.
  
  
  
                                          By:  /s/ Jimmie F. Taylor
                                               -----------------------------------
                                               Jimmie F. Taylor, Vice President, 
                                               Chief Financial Officer and 
                                               Treasurer
                                               (Principal Accounting and 
                                               Financial Officer)
  
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below authorizes Robert M. Rogers,
  Fred R. Nichols and Jimmie F. Taylor, and each of them, each of whom may act
  without joinder of the other, to execute in the name of each such person who is
  then an officer or director of the Registrant, and to file any amendments to
  this Registration Statement necessary or advisable to enable the Registrant to
  comply with the Securities Act of 1933, as amended, and any rules, regulations
  and requirements of the Commission, in respect thereof, in connection with the
  registration of the securities which are the subject of this Registration
  Statement, which amendments may make such changes in such Registration
  Statement as such attorney may deem appropriate.
  <PAGE>   15
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                           Title                                          Date
  ---------                           -----                                          ----
  <S>                                 <C>                                            <C>
  /s/ Robert M. Rogers                Chairman of the Board, Chief                   May 8, 1997
  -------------------------           Executive Officer and Director                            
  Robert M. Rogers                    (Principal Executive Officer) 
                                                                    
  
  /s/ Fred R. Nichols                 President, Chief Operating                     May 8, 1997
  -------------------------           Officer and Director                                      
  Fred R. Nichols                                         
  
  
  /s/ Jimmie F. Taylor                Vice President, Chief Financial Officer        May 8, 1997
  -------------------------           and Treasurer                                             
  Jimmie F. Taylor                    (Principal Accounting and Financial
                                      Officer)                           
                                                                         
  
  
  /s/ Fred W. Smith                   Director                                       May 8, 1997
  -------------------------                                                                     
  Fred W. Smith
  
  
  /s/ Wayne J. McKinney               Director                                       May 8, 1997
  -------------------------                                                                     
  Wayne J. McKinney
  
  
  /s/ Ben R. Fisch, M.D.              Director                                       May 8, 1997
  -------------------------                                                                     
  Ben R. Fisch, M.D.
  
  
  /s/ Kenneth S. Gunter               Director                                       May 8, 1997
  -------------------------                                                                     
  Kenneth S. Gunter
  
  
  
  /s/ Randall K. Rogers               Director                                       May 8, 1997
  -------------------------                                                                     
  Randall K. Rogers
  
  
  /s/ A. W. Riter, Jr.                Director                                       May 8, 1997
  -------------------------                                                                     
  A. W. Riter, Jr.
  
  
  /s/ James F. Ackerman               Director                                       May 8, 1997
  -------------------------                                                                     
  James F. Ackerman
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   16
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit No.      Exhibit
  -----------      -------
  <S>              <C>
  4.1              Articles of Incorporation of the Company.(1)
  
  4.2              Articles of Amendment to Articles of Incorporation of the
                   Registrant.(2)
  
  4.3              Articles of Amendment to Articles of Incorporation of the
                   Registrant.(2)
  
  4.4              Bylaws of the Registrant.(1)
  
  4.5              Form of Stock Certificate.(1)
  
  5                Opinion of Jackson & Walker, L.L.P.(4)
  
  15               None.
  
  23.1             Consent of Coopers & Lybrand, L.L.P.(4)
  
  23.3             Consent of Jackson & Walker, L.L.P. (included in the opinion
                   of Jackson & Walker, L.L.P. filed as Exhibit 5).(4)
  
  24               Power of Attorney (included in Part II hereof).(4)
  
  99               TCA Cable TV, Inc. Non-Employee Directors' Stock Option
                   Plan.(3)
  </TABLE>
  
  -------------
  
  (1)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-1, File No. 2-76516 dated as
                   of March 16, 1982 and incorporated herein by reference.
  
  (2)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-8, File No. 33-21901 dated
                   as of May 16, 1988, and incorporated herein by reference.
  
  (3)              Previously filed as an exhibit to the Registrant's Definitive
                   Proxy Materials dated as of February 24, 1997, and
                   incorporated herein by reference.
  
  (4)              Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 (STOCK OPTION)", "secsgml_size_bytes": 38025}]
metadata_filer: {"company-data": {"conformed-name": "TCA CABLE TV INC", "cik": "0000700997", "assigned-sic": "4841", "irs-number": "751798185", "state-of-incorporation": "TX", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26721", "film-number": "97598463"}, "business-address": {"street1": "3015 SE LOOP 323", "city": "TYLER", "state": "TX", "zip": "75701", "phone": "9035953701"}, "mail-address": {"street1": "P.O. BOX 130489", "city": "TYLER", "state": "TX", "zip": "75713"}}
text: 1
  
        As filed with the Securities and Exchange Commission on May 8, 1997.
                                                    Registration No. 333-_________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                                 -----------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                                 -----------------
  
                                 TCA CABLE TV, INC.
               (Exact name of registrant as specified in its charter)
  
                    Texas                               75-1798185
     (State or other jurisdiction of     (I.R.S. employer identification number) 
      incorporation or organization)
  
                                 3015 SSE Loop 323
                                 Tyler, Texas 75701
                      (Address of principal executive offices)
  
                                 -----------------
  
                                    TCA CABLE TV
                     NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                              (Full title of the Plan)
  
                                 -----------------
  
                                  ROBERT M. ROGERS
                                 3015 SSE Loop 323
                                 Tyler, Texas 75701
            (Name and address of agent for service of agent for service)
  
                                   (903) 595-3701
                      (Telephone number, including area code,
                               of agent for service)
  
                                 -----------------
  
                                      COPY TO:
                                 JAMES S. RYAN, III
                              Jackson & Walker, L.L.P.
                                  901 Main Street
                                     Suite 6000
                                Dallas, Texas  75202
  
                          CALCULATION OF REGISTRATION FEE
  ======================================================================================================================
                                                                    Proposed             Proposed
                  Title of                       Amount             Maximum              Maximum             Amount of
                 Securities                       to be          Offering Price          Aggregate          Registration
              to be Registered                 Registered        Per Share (1)      Offering  Price (1)        Fee (1)
  ----------------------------------------------------------------------------------------------------------------------
  Common Stock, $.10 par value              250,000 shares         $33.625             $8,406,250           $2,548.00
  ======================================================================================================================
  (1)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) and 457(h), registration fee is based on a
           price of $33.625 per share, which price is an average of the high and
           low prices of the Common Stock on the National Association of
           Securities Dealers Automated Quotation National Market System on May
           2, 1997.
  2
  PROSPECTUS
  
                                 TCA CABLE TV, INC.
  
                           250,000 SHARES OF COMMON STOCK
  
           This Prospectus relates to the offer and sale of up to 250,000 shares
  (the "Shares") of common stock, par value $0.10 per share (the "Common Stock")
  of TCA Cable TV, Inc. (the "Company"), issued pursuant to the provisions of the
  TCA Cable TV, Inc. Non-Employee Directors' Stock Option Plan (the "Plan").
  
           The Shares may be sold from time to time by the Selling Shareholders
  or by permitted transferees.  The Common Stock is quoted through the National
  Association of Securities Dealers Automated Quotation National Market System
  (the "Nasdaq/NMS") under the symbol "TCAT" and may be sold from time to time by
  the Selling Shareholders either directly in private transactions, or through
  one or more brokers or dealers on the Nasdaq/NMS, or any other over-the-counter
  market or exchange on which the Common Stock is quoted or listed for trading,
  at such prices and upon such terms as may be obtainable.  On May 2, 1997, the
  last reported sale price of the Common Stock, as reported on the Nasdaq/NMS,
  was $34.25.
  
           Upon any sale of the Common Stock offered hereby, the Selling
  Shareholders and participating agents, brokers, dealers or marketmakers may be
  deemed to be underwriters as that term is defined in the Securities Act of
  1933, as amended (the "Securities Act"), and commissions or discounts or any
  profit realized on the resale of such securities purchased by them may be
  deemed to be underwriting commissions or discounts under the Securities Act.
  See "Plan of Distribution."  The Company will not receive any of the proceeds
  from the sales by the Selling Shareholders.
  
           No underwriter is being utilized in connection with this offering.
  The Company will pay all expenses incurred within this offering.  The expenses
  incurred in connection with Offering are estimated to be approximately $5,000.
  
                                 -----------------
  
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
  THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO
  THE CONTRARY IS A CRIMINAL OFFENSE.
  
                    The date of this Prospectus is May 8, 1997.
  3
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission").  Such reports,
  proxy statements and other information filed by the Company with the Commission
  can be inspected and copied at the public reference facilities maintained by
  the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
  Washington, D.C. 20549; at the Commission's Chicago Regional office located at
  Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
  Illinois 60661-2511; and at the Commission's New York Regional office located
  at 7 World Trade Center, Room 1300, New York, New York 10048.  Copies of such
  material may also be obtained at prescribed rates from the Public Reference
  Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
  1024, Washington, D.C. 20549.  Additionally, the Commission maintains a website
  (http://www.sec.gov) that contains reports, proxy statements and information
  statements and other information regarding registrants that file electronically
  with the Commission.  The Common Stock is listed on the Nasdaq/NMS.  Reports,
  proxy statements and other information concerning the Company can be inspected
  at the offices of the Nasdaq/NMS.
  
           The Company has filed with the Commission in Washington, D.C., a
  Registration Statement on Form S-8 (the "Registration Statement") in connection
  with the offer and sale of the Common Stock offered hereby under the Securities
  Act.  This Prospectus does not contain all of the information set forth or
  incorporated by reference in the Registration Statement and the exhibits
  thereto.  For further information with respect to the Company and the Common
  Stock, reference is made to the Registration Statement and the exhibits
  thereto.  Copies of the Registration Statement are available from the
  Commission.  Statements contained in this Prospectus concerning the provisions
  of documents filed with the Registration Statement are necessarily summaries of
  such documents, and each statement is qualified in its entirety by reference to
  the copy of the applicable document filed with the Commission.
  
           The Company's principal executive offices are located at 3015 SSE Loop
  323, Tyler, Texas 75701 and its telephone number is (903) 595-3701.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents, which have been filed with the Commission by
  the Company, are incorporated herein by reference and made a part hereof:
  
           (i)     Annual Report of the Company on Form 10-K for the year ended
           October 31, 1996 (the "Annual Report");
  
           (ii)    All other reports filed with the Commission pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act"), since the end of the fiscal year covered
           by the documents referred to in the Annual Report; and
  
                                         2
  4
           (iii)   Description of the Common Stock contained in the Company's
           Registration Statement on Form S-1 (No. 2-75516) and Registration
           Statement on Form 8-A (No. 2-88892), effective as of March 17, 1984.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Common Stock to be made
  hereunder shall be deemed to be incorporated by reference herein and to be a
  part hereof from the date of filing of such documents.  Any statement contained
  in a document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Prospectus to
  the extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement.  Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Prospectus.
  
           The Company will provide, without charge, to each person to whom a
  copy of this Prospectus is delivered, upon the written or oral request of such
  person, a copy of any or all of the documents incorporated herein by reference
  (other than exhibits to such documents unless such exhibits are specifically
  incorporated by reference into the information that this Prospectus
  incorporates).  Written or telephone requests for such documents should be
  directed to Karen L. Garrett, 3015 S.S.E. Loop 323, Tyler, Texas 75701,
  telephone number (903) 595-3701.
  
                                SELLING SHAREHOLDERS
  
           This Prospectus covers the offer and resale of Shares issued to
  certain Shareholders pursuant to the Plan.
  
           The table below sets forth information concerning the Common Stock
  owned by the following Selling Shareholders, none of whom has, or within the
  past three years has had, any position, office or other material relationship
  with the Company or any of its predecessors or affiliates:
  OWNERSHIP OF          COMMON STOCK            AMOUNT AND
                                  COMMON STOCK PRIOR   OFFERED FOR SELLING    PERCENTAGE OF CLASS
   NAME                               TO OFFERING          SHAREHOLDERS        AFTER OFFERING(1)
   ----                               -----------          ------------        -----------------
  James F. Ackerman                     15,000               5,000                  10,000
            Director
  
   Ben R. Fisch, M.D.                   671,180               5,000                 666,180
            Director
  
   Kenneth S. Gunter(3)                  10,500               5,000                   5,500
            Director
  
   A.W. Riter, Jr.(4)                   684,940               5,000                 679,940
            Director
  
   Fred W. Smith(2)                      15,000               5,000                  10,000
            Director          
  ----------------------------
  3
  5
  *        Indicates shares held are less than 1% of class.
  (1)      Based on 24,831,444 shares of Common Stock outstanding on May 7, 1997.
  
  (2)      Shares are owned by a trust for which Mr. Smith is a Co-Trustee.
  
  (3)      Shares are owned by a trust for which Mr. Gunter is Trustee.
  
  (4)      Includes 42,480 shares owned by various trusts for which Mr. Riter is
           a Co-Trustee and 80,000 shares owned by a family partnership of which
           a trust controlled by Mr. Riter is the sole general partner.
  
                                  USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock hereby.
  
                                PLAN OF DISTRIBUTION
  
           The Shares may be sold from time to time by any of the Selling
  Shareholders, or permitted transferees.  The Shares may be disposed of from
  time to time in one or more transactions through any one or more of the
  following: (i) to purchasers directly, (ii) in ordinary brokerage transactions
  and transactions in which the broker solicits purchasers, (iii) through
  underwriters or dealers who may receive compensation in the form of
  underwriting discounts, concessions or commissions from the Selling
  Shareholders or such permitted transferees or from the purchasers of the Shares
  for whom they may act as agent, (iv) the writing of options on the Shares, (v)
  the pledge of the Shares as security for any loan or obligation, including
  pledges to brokers or dealers who may, from time to time, themselves effect
  distributions of the Shares or interests therein, (vi) purchases by a broker or
  dealer as principal and resale by such broker or dealer for its own account
  pursuant to this Prospectus, (vii) a block trade in which the broker or dealer
  so engaged will attempt to sell the Shares as agent but may position and resell
  a portion of the block as principal to facilitate the transaction and (viii) an
  exchange distribution in accordance with the rules of such exchange, including
  the Nasdaq/NMS, or in transactions in the over the counter market.  Such sales
  may be made at prices and at terms then prevailing or at prices related to the
  then current market price or at negotiated prices and terms.  In effecting
  sales, brokers or dealers may arrange for other brokers or dealers to
  participate.  The Selling Shareholders or such successors in interest, and any
  underwriters, brokers, dealers or agents that participate in the distribution
  of the Shares, may be deemed to be "underwriters" within the meaning of the
  Securities Act, and any profit on the sale of the Shares by them and any
  discounts, commissions or concessions received by any such underwriters,
  brokers, dealers or agents may be deemed to be underwriting commissions or
  discounts under the Securities Act.
  
           The Company will pay all expenses incident to the offering and sale of
  the Shares to the public and all underwriting discounts or commissions,
  brokers' fees and the fees and expenses of any counsel to the Selling
  Shareholders related thereto.
  
                                         4
  6
           In the event of a material change in the plan of distribution
  disclosed in this Prospectus, the Selling Shareholders will not be able to
  effect transactions in the Shares pursuant to this Prospectus until such time
  as a post-effective amendment to the Registration Statement is filed with, and
  declared effective by, the Commission.
  
                                   LEGAL MATTERS
  
           Certain legal matters in connection with the Common Stock offered
  hereby have been passed upon for the Company by Jackson & Walker, L.L.P., 901
  Main Street, Suite 6000, Dallas, Texas 75202.
  
                                      EXPERTS
  
           The consolidated balance sheets as of October 31, 1996 and 1995 and
  the consolidated statements of operations, changes in shareholders' equity, and
  cash flows for each of the three years in the period ended October 31, 1996,
  appearing in the Company's Annual Report on Form 10-K, incorporated by
  reference in this prospectus, have been incorporated herein in reliance on the
  report, which includes an explanatory paragraph describing the change in the
  method of accounting for income taxes in 1994, of Coopers & Lybrand L.L.P.,
  independent accountants, given on the authority of that firm as experts in
  accounting and auditing.
  
                                  INDEMNIFICATION
  
           The Company is a Texas corporation and the Texas Business Corporation
  Act ("TBCA") empowers a corporation organized thereunder to indemnify its
  directors and officers or former directors and officers and to purchase
  insurance with respect to liability arising out of their capacity or status as
  directors and officers.
  
           Reference is made to Article IX and Article VII, Section 8 of the
  Company's Articles of Incorporation and Bylaws, respectively, which provide for
  indemnification of officers and directors except as to certain circumstances
  and except as provided by applicable law.
  
           Additionally, Article XIII of the Company's Articles of Incorporation
  limits the liability of directors of the Company to the Company or its
  stockholders (in their capacity as directors but not in their capacity as
  officers) to the fullest extent permitted by the TBCA.  The effect of such
  Article XIII (based on the TBCA as of the date of this Prospectus) is that the
  directors of the Company will not be personally liable for monetary damages for
  breach of a director's fiduciary duty as a director, except for liability (i)
  for any breach of the director's duty of loyalty to the Company or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) for a transaction
  from which a director received an improper benefit whether or not the benefit
  resulted from an action taken within the
  
                                         5
  7
  scope of the director's office, or (iv) for an act related to an unlawful stock
  repurchase or payment of a dividend.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers or persons controlling
  the Company pursuant to the foregoing provisions, the Company has been informed
  that in the opinion of the Commission, such indemnification is against public
  policy as expressed in the Securities Act and is therefore unenforceable.
  
                                         6
  8
  
  No person has been authorized to give any information or to make any
  representations other than those contained in this Prospectus, and if given or
  made, such information or representations must not be relied upon.  This
  Prospectus does not constitute an offer to sell or a solicitation to buy any
  securities other than registered securities to which it relates, or an offer to
  or a solicitation of any person in any jurisdiction where such offer or
  solicitation would be unlawful.  The delivery of this Prospectus at any time
  does not imply that the information herein is correct as of any time subsequent
  to its date.
  
                                 TABLE OF CONTENTS
  Page
                                                ----
  Available Information . . . . . . . . . . . .  2
  Incorporation by Reference  . . . . . . . . .  2
  Selling Shareholders  . . . . . . . . . . . .  3
  Use of Proceeds . . . . . . . . . . . . . . .  4
  Plan of Distribution  . . . . . . . . . . . .  4
  Legal Matters . . . . . . . . . . . . . . . .  5
  Experts . . . . . . . . . . . . . . . . . . .  5
  Indemnification . . . . . . . . . . . . . . .  5
  ================================================================================
  
                                   250,000 Shares
  
                                    Common Stock
  
                                 TCA CABLE TV, INC.
  
                                    May 8, 1997
  
                                         7
  9
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which have been filed with the Commission by
  TCA Cable TV, Inc. (the "Company"), are incorporated herein by reference and
  made a part hereof:
  
           (i)     Annual Report of the Company on Form 10-K for the year ended
           October 31, 1996 (the "Annual Report");
  
           (ii)    All other reports filed with the Commission pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act"), since the end of the fiscal year covered
           by the documents referred to in the Annual Report; and
  
           (iii)   Description of the Common Stock contained in the Company's
           Registration Statement on Form S-1 (No. 2-75516) and Registration
           Statement on Form 8-A (No. 2-88892), effective as of March 17, 1984.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment that indicates
  that all of the Common Stock offered hereunder has been sold or which
  deregisters all of such Common Stock then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
                                        -1-
  10
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is a Texas corporation and the Texas Business Corporation
  Act ("TBCA") empowers a corporation organized thereunder to indemnify its
  directors and officers or former directors and officers and to purchase
  insurance with respect to liability arising out of their capacity or status as
  directors and officers.
  
           Reference is made to Article IX and Article VII, Section 8 of the
  Company's Articles of Incorporation and Bylaws, respectively, which provide for
  indemnification of officers and directors except as to certain circumstances
  and except as provided by applicable law.
  
           Additionally, Article XIII of the Company's Articles of Incorporation
  limits the liability of directors of the Company to the Company or its
  stockholders (in their capacity as directors but not in their capacity as
  officers) to the fullest extent permitted by the TBCA.  The effect of such
  Article XIII (based on the TBCA as of the date of this Registration Statement)
  is that the directors of the Company will not be personally liable for monetary
  damages for breach of a director's fiduciary duty as a director, except for
  liability (i) for any breach of the director's duty of loyalty to the Company
  or its stockholders, (ii) for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law, (iii) for a
  transaction from which a director received an improper benefit whether or not
  the benefit resulted from an action taken within the scope of the director's
  office, or (iv) for an act related to an unlawful stock repurchase or payment
  of a dividend.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers or persons controlling
  the Company pursuant to the foregoing provisions, the Company has been informed
  that in the opinion of the Commission, such indemnification is against public
  policy as expressed in the Securities Act and is therefore unenforceable.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following is a list of all exhibits filed as a part of this
  Registration Statement on Form S-8, including those incorporated herein by
  reference.
  
                                        -2-
  11
  Exhibit
  Number           Description of Exhibit
  -------          ----------------------
  4.1              Articles of Incorporation of the Company.(1)
  
  4.2              Articles of Amendment to Articles of Incorporation of the
                   Registrant.(2)
  
  4.3              Articles of Amendment to Articles of Incorporation of the
                   Registrant.(2)
  
  4.4              Bylaws of the Registrant.(1)
  
  4.5              Form of Stock Certificate.(1)
  
  5                Opinion of Jackson & Walker, L.L.P.(4)
  
  15               None.
  
  23.1             Consent of Coopers & Lybrand, L.L.P.(4)
  
  23.3             Consent of Jackson & Walker, L.L.P. (included in the opinion
                   of Jackson & Walker, L.L.P. filed as Exhibit 5).(4)
  
  24               Power of Attorney (included in Part II hereof).(4)
  
  99               TCA Cable TV, Inc. Non-Employee Directors' Stock Option
                   Plan.(3)
  ------------
  
  (1)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and
           incorporated herein by reference.
  
  (2)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988, and
           incorporated herein by reference.
  
  (3)      Previously filed as an exhibit to the Registrant's Definitive Proxy
           Materials dated as of February 24, 1997, and incorporated herein by
           reference.
  
  (4)      Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
       (a)         The undersigned registrant hereby undertakes:
  
                   (1)  To file, during any period in which offers or sales are
           being made, a post-effective amendment to this registration statement:
  
                                        -3-
  12
                                    (i)      To include any prospectus required
                   by section 10(a)(3) of the Securities Act of 1933, as amended;
  
                                    (ii)     To reflect in the prospectus any
                   facts or events arising after the effective date of the
                   registration statement (or the most recent post-effective
                   amendment thereof) which, individually or in the aggregate,
                   represent a fundamental change in the information set forth in
                   the registration statement. Notwithstanding the foregoing, any
                   increase or decrease in volume of securities offered (if the
                   total dollar value of securities offered would not exceed that
                   which was registered) and any deviation from the low or high
                   end of the estimated maximum offering range may be reflected
                   in the form of prospectus filed with the Commission pursuant
                   to Rule 424(b) if, in the aggregate, the changes in volume and
                   price represent no more than a 20% change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective registration
                   statement;
  
                                    (iii)    To include any material information
                   with respect to the plan of distribution not previously
                   disclosed in the registration statement or any material change
                   to such information in the registration statement;
  
       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the Company pursuant
  to Section 13 or Section 15(d) of the Exchange Act of 1934, as amended, that
  are incorporated by reference in the registration statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act of 1933, as amended, each such post-effective
           amendment shall be deemed to be a new registration statement relating
           to the securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
       (b)         The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, as
  amended, each filing of the registrant's annual report pursuant to Section
  13(a) or Section 15(d) of the Exchange Act of 1934, as amended, that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
       (c)         Insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended, may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the foregoing provisions, or
  otherwise, the registrant has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public
  policy
  
                                        -4-
  13
  as expressed in the Securities Act and is, therefore, unenforceable.  In the
  event that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                        -5-
  14
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-3 and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Tyler, State of Texas on
  the 8th day of May, 1997.
  
                                          TCA CABLE TV, INC.
  
                                          By:  /s/ Jimmie F. Taylor
                                               -----------------------------------
                                               Jimmie F. Taylor, Vice President, 
                                               Chief Financial Officer and 
                                               Treasurer
                                               (Principal Accounting and 
                                               Financial Officer)
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below authorizes Robert M. Rogers,
  Fred R. Nichols and Jimmie F. Taylor, and each of them, each of whom may act
  without joinder of the other, to execute in the name of each such person who is
  then an officer or director of the Registrant, and to file any amendments to
  this Registration Statement necessary or advisable to enable the Registrant to
  comply with the Securities Act of 1933, as amended, and any rules, regulations
  and requirements of the Commission, in respect thereof, in connection with the
  registration of the securities which are the subject of this Registration
  Statement, which amendments may make such changes in such Registration
  Statement as such attorney may deem appropriate.
  15
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated.
  Signature                           Title                                          Date
  ---------                           -----                                          ----
  /s/ Robert M. Rogers                Chairman of the Board, Chief                   May 8, 1997
  -------------------------           Executive Officer and Director                            
  Robert M. Rogers                    (Principal Executive Officer) 
                                                                    
  
  /s/ Fred R. Nichols                 President, Chief Operating                     May 8, 1997
  -------------------------           Officer and Director                                      
  Fred R. Nichols                                         
  
  /s/ Jimmie F. Taylor                Vice President, Chief Financial Officer        May 8, 1997
  -------------------------           and Treasurer                                             
  Jimmie F. Taylor                    (Principal Accounting and Financial
                                      Officer)                           
                                                                         
  
  /s/ Fred W. Smith                   Director                                       May 8, 1997
  -------------------------                                                                     
  Fred W. Smith
  
  /s/ Wayne J. McKinney               Director                                       May 8, 1997
  -------------------------                                                                     
  Wayne J. McKinney
  
  /s/ Ben R. Fisch, M.D.              Director                                       May 8, 1997
  -------------------------                                                                     
  Ben R. Fisch, M.D.
  
  /s/ Kenneth S. Gunter               Director                                       May 8, 1997
  -------------------------                                                                     
  Kenneth S. Gunter
  
  /s/ Randall K. Rogers               Director                                       May 8, 1997
  -------------------------                                                                     
  Randall K. Rogers
  
  /s/ A. W. Riter, Jr.                Director                                       May 8, 1997
  -------------------------                                                                     
  A. W. Riter, Jr.
  
  /s/ James F. Ackerman               Director                                       May 8, 1997
  -------------------------                                                                     
  James F. Ackerman
  -7-
  16
                                 INDEX TO EXHIBITS
  Exhibit No.      Exhibit
  -----------      -------
  4.1              Articles of Incorporation of the Company.(1)
  
  4.2              Articles of Amendment to Articles of Incorporation of the
                   Registrant.(2)
  
  4.3              Articles of Amendment to Articles of Incorporation of the
                   Registrant.(2)
  
  4.4              Bylaws of the Registrant.(1)
  
  4.5              Form of Stock Certificate.(1)
  
  5                Opinion of Jackson & Walker, L.L.P.(4)
  
  15               None.
  
  23.1             Consent of Coopers & Lybrand, L.L.P.(4)
  
  23.3             Consent of Jackson & Walker, L.L.P. (included in the opinion
                   of Jackson & Walker, L.L.P. filed as Exhibit 5).(4)
  
  24               Power of Attorney (included in Part II hereof).(4)
  
  99               TCA Cable TV, Inc. Non-Employee Directors' Stock Option
                   Plan.(3)
  -------------
  
  (1)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-1, File No. 2-76516 dated as
                   of March 16, 1982 and incorporated herein by reference.
  
  (2)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-8, File No. 33-21901 dated
                   as of May 16, 1988, and incorporated herein by reference.
  
  (3)              Previously filed as an exhibit to the Registrant's Definitive
                   Proxy Materials dated as of February 24, 1997, and
                   incorporated herein by reference.
  
  (4)              Filed herewith.