content: <PAGE>   1
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1998
                                                             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                           (I.R.S. Employer
     of incorporation or organization)                     Identification Number)
           TCA CABLE TV, INC.
           3015 SSE LOOP 323
              TYLER, TEXAS                                         75701
  (Address of principal executive offices)                      (Zip Code)
  
                        ------------------------------------
  
  
                                 TCA CABLE TV, INC.
                             SECOND AMENDED AND RESTATED
                             INCENTIVE STOCK OPTION PLAN
                              (Full title of the Plan)
  
                        ------------------------------------
  
  
                                   FRED R. NICHOLS
                                  3015 SSE LOOP 323
                                 TYLER, TEXAS 75701
                                   (903) 595-3701
                  (Name, Address, including zip code and telephone
                 number, including area code, of agent of 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>
  
  ========================================================================================================================
  
        Title of                                     Proposed Maximum          Proposed Maximum
    Securities to be          Amount to be          Offering Price Per        Aggregate Offering           Amount of
       Registered              Registered                Share(1)                 Price (1)            Registration Fee
  ------------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                    <C>                       <C>                      <C>    
      Common Stock
     $.10 par value
     (including the 
    related preferred
  share purchase rights)     330,000 Shares              $60.0625                $19,820,625.00            $5,848.00
  ========================================================================================================================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rules 457(c) and 457(h), the offering price and
           registration fee are computed on the basis of the average of the high
           and low prices of the Common Stock, as reported by the Nasdaq National
           Market System on April 27, 1998.
  
  
  ================================================================================
  
  
  
  <PAGE>   2
  
  
  
  
                                       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:
  
                    (a) Annual Report of the Company on Form 10-K for the year
           ended October 31, 1997 (the "Annual Report");
  
                    (b) 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;
  
                    (c) Description of the Common Stock contained in the Company's
           Registration Statement on Form 8-A (No. 2-88892), effective as of March
           17, 1984; and
  
                    (d) Description of Preferred Share Purchase Rights contained
           in the Company's Registration Statement on Form 8-A filed with the
           Commission on January 22, 1998.
  
           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.
  
  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.
  
                                         2
  <PAGE>   3
  
  
  
  
           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.
  
  <TABLE>
  <CAPTION>
  
   Exhibit
   Number           Description of Exhibit
  -------           ----------------------   
  <S>               <C>
  4.1               Articles of Incorporation of the Registrant.(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               Articles of Amendment to Articles of Incorporation of the Registrant.(3)
  
  4.5               Amended and Restated Bylaws of the Registrant.(4)
  
  4.6               Form of Common Stock Certificate.(1)
  
  4.7               Rights Agreement, dated January 15, 1998, between the
                    Registrant and Chase Mellon Shareholder Services, L.L.C.,
                    which includes the Certificate of Designations for the Series
                    A Junior Participating Preferred Stock as Exhibit A, the Form
                    of Right Certificate as Exhibit B and the Summary of Rights to
                    Purchase Shares as Exhibit C.(5)
  
  5                 Opinion of Jackson Walker L.L.P.*
  
  15                None.
  
  23.1              Consent of Coopers & Lybrand, L.L.P.*
  
  </TABLE>
  
  
                                         3
  <PAGE>   4
  
  
  
  <TABLE>
  
  <S>               <C>
  23.2              Consent of Jackson Walker L.L.P. (included in the opinion of Jackson Walker L.L.P. filed as
                    Exhibit 5).*
  
  24                Power of Attorney (included in Part II hereof).*
  
  99                TCA Cable Second Amended and Restated Incentive Stock Option Plan.(6)
  </TABLE>
  
  ------------------
  
  *        Filed herewith.
  
  (1)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-1, File No. 2-76516, filed with the Securities and
           Exchange Commission (the "Commission") on 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 filed with the Commission on
           May 16, 1988, and incorporated herein by reference.
  
  (3)      Previously filed as Exhibit 3(d) to the Registrant's Form 10-K for the
           fiscal year ended October 31, 1993, filed with the Commission on
           January 27, 1994 and incorporated herein by reference.
  
  (4)      Previously filed as Exhibit 3.5 to the Registrant's Form 10-K for the
           fiscal year ended October 31, 1997, filed with the Commission on
           January 27, 1998 and incorporated herein by reference.
  
  (5)      Previously filed as Exhibit 1 to the Registrant's Form 8-K, File No.
           001-11478 filed with the Commission on January 22, 1998 and
           incorporated herein by reference.
  
  (6)      Previously filed as Appendix A to the Registrant's Proxy Statement 
           filed with the Commission on February 24, 1998 and incorporated by
           reference herein.
  
  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:
  
                             (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
  
  
                                         4
  <PAGE>   5
  
  
  
  
           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, (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act of 1934) 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 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>   6
  
  
  
  
                                     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-8 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 29th day of April,
  1998.
  
                                 TCA CABLE TV, INC.
  
  
                                 By: /s/ Fred R. Nichols
                                     --------------------------------------------
                                     Fred R. Nichols, Chief Executive Officer,
                                     Chairman of the Board and President
                                     (Principal Executive Officer)
  
  
                                  POWER OF ATTORNEY
  
            Each person whose signature appears below authorizes 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.
  
  
  
  
                                         6
  <PAGE>   7
  
  
  
  
            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/ Fred R. Nichols           Chief Executive Officer, Chairman of the          April 29, 1998
  --------------------------    Board and President
  Fred R. Nichols               (Principal Executive Officer)
  
  
  
  /s/ Jimmie F. Taylor          Vice President, Chief Financial Officer and       April 29, 1998
  --------------------------    Treasurer
  Jimmie F. Taylor              (Principal Accounting and Financial Officer)
  
  
  
  /s/ Fred W. Smith             Director                                          April 29, 1998
  --------------------------
  Fred W. Smith
  
  
  
  /s/ Wayne J. McKinney         Director                                          April 29, 1998
  --------------------------
  Wayne J. McKinney
  
  
  
  /s/ Ben R. Fisch, M.D.        Director                                          April 29, 1998
  --------------------------
  Ben R. Fisch, M.D.
  
  
  
  
  /s/ Randall K. Rogers         Director                                          April 29, 1998
  --------------------------
  Randall K. Rogers
  
  
  
  
  /s/ A. W. Riter, Jr.          Director                                          April 29, 1998
  --------------------------
  A. W. Riter, Jr.
  
  
  
  
  /s/ James F. Ackerman         Director                                          April 29, 1998
  --------------------------
  James F. Ackerman
  
  
  
  /s/ Darrell Campbell          Director                                          April 29, 1998
  --------------------------
  Darrell Campbell
  
  
  /s/ Robert B. Holland, III
  --------------------------    Director                                          April 29, 1998
  Robert B. Holland, III
  
  
  
  /s/ Michael Shannon           Director                                          April 29, 1998
  --------------------------
  Michael Shannon
  </TABLE>
  
  
  
  
  
                                         7
  <PAGE>   8
  
  
  
  
                                  INDEX TO EXHIBITS
  <TABLE>
  <CAPTION>
  
  Exhibit
    No.     Exhibit
  -------   -------
  <S>       <C>
  4.1       Articles of Incorporation of the Registrant.(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       Articles of Amendment to Articles of Incorporation of the Registrant.(3)
  
  4.5       Amended and Restated Bylaws of the Registrant.(4)
  
  4.6       Form of Common Stock Certificate.(1)
  
  4.7       Rights Agreement, dated January 15, 1998, between the Registrant and
            Chase Mellon Shareholder Services, L.L.C., which includes the
            Certificate of Designations for the Series A Junior Participating
            Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit
            B and the Summary of Rights to Purchase Shares as Exhibit C.(5)
  
  5         Opinion of Jackson Walker L.L.P.*
  
  15        None.
  
  23.1      Consent of Coopers & Lybrand, L.L.P.*
  
  23.2      Consent of Jackson Walker L.L.P. (included in the opinion of Jackson Walker L.L.P. filed as Exhibit 5).*
  
  24        Power of Attorney (included in Part II hereof).*
  
  99        TCA Cable Second Amended and Restated Incentive Stock Option Plan.(6)
  </TABLE>
  
  ------------------
  
  *         Filed herewith.
  
  (1)       Previously filed as an exhibit to the Registrant's Registration
            Statement on Form S-1, File No. 2-76516, filed with the Securities and
            Exchange Commission (the "Commission") on 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 filed with the Commission on
            May 16, 1988, and incorporated herein by reference.
  
  (3)       Previously filed as Exhibit 3(d) to the Registrant's Form 10-K for the
            fiscal year ended October 31, 1993, filed with the Commission on
            January 27, 1994 and incorporated herein by reference.
  
  (4)       Previously filed as Exhibit 3.5 to the Registrant's Form 10-K for the
            fiscal year ended October 31, 1997, filed with the Commission on
            January 27, 1998 and incorporated herein by reference.
  
  (5)       Previously filed as Exhibit 1 to the Registrant's Form 8-K, File No.
            001-11478 filed with the Commission on January 22, 1998 and
            incorporated herein by reference.
  
  (6)       Previously filed as Appendix A to the Registrant's Proxy Statement 
            filed with the Commission on February 24, 1998 and incorporated by
            reference herein.
  
                                         8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22768}]
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": "333-51323", "film-number": "98604483"}, "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 APRIL 29, 1998
                                                             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                           (I.R.S. Employer
     of incorporation or organization)                     Identification Number)
           TCA CABLE TV, INC.
           3015 SSE LOOP 323
              TYLER, TEXAS                                         75701
  (Address of principal executive offices)                      (Zip Code)
  
                        ------------------------------------
  
                                 TCA CABLE TV, INC.
                             SECOND AMENDED AND RESTATED
                             INCENTIVE STOCK OPTION PLAN
                              (Full title of the Plan)
  
                        ------------------------------------
  
                                   FRED R. NICHOLS
                                  3015 SSE LOOP 323
                                 TYLER, TEXAS 75701
                                   (903) 595-3701
                  (Name, Address, including zip code and telephone
                 number, including area code, of agent of service)
  
                        ------------------------------------
  
                                      COPY TO:
  
                                 JAMES S. RYAN, III
                                JACKSON WALKER L.L.P.
                             901 MAIN STREET SUITE 6000
                                 DALLAS, TEXAS 75202
  
                           CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
  
        Title of                                     Proposed Maximum          Proposed Maximum
    Securities to be          Amount to be          Offering Price Per        Aggregate Offering           Amount of
       Registered              Registered                Share(1)                 Price (1)            Registration Fee
  ------------------------------------------------------------------------------------------------------------------------
  Common Stock
     $.10 par value
     (including the 
    related preferred
  share purchase rights)     330,000 Shares              $60.0625                $19,820,625.00            $5,848.00
  ========================================================================================================================
  (1)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rules 457(c) and 457(h), the offering price and
           registration fee are computed on the basis of the average of the high
           and low prices of the Common Stock, as reported by the Nasdaq National
           Market System on April 27, 1998.
  
  ================================================================================
  2
  
                                       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:
  
                    (a) Annual Report of the Company on Form 10-K for the year
           ended October 31, 1997 (the "Annual Report");
  
                    (b) 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;
  
                    (c) Description of the Common Stock contained in the Company's
           Registration Statement on Form 8-A (No. 2-88892), effective as of March
           17, 1984; and
  
                    (d) Description of Preferred Share Purchase Rights contained
           in the Company's Registration Statement on Form 8-A filed with the
           Commission on January 22, 1998.
  
           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.
  
  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.
  
                                         2
  3
  
           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.
  Exhibit
   Number           Description of Exhibit
  -------           ----------------------
  4.1               Articles of Incorporation of the Registrant.(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               Articles of Amendment to Articles of Incorporation of the Registrant.(3)
  
  4.5               Amended and Restated Bylaws of the Registrant.(4)
  
  4.6               Form of Common Stock Certificate.(1)
  
  4.7               Rights Agreement, dated January 15, 1998, between the
                    Registrant and Chase Mellon Shareholder Services, L.L.C.,
                    which includes the Certificate of Designations for the Series
                    A Junior Participating Preferred Stock as Exhibit A, the Form
                    of Right Certificate as Exhibit B and the Summary of Rights to
                    Purchase Shares as Exhibit C.(5)
  
  5                 Opinion of Jackson Walker L.L.P.*
  
  15                None.
  
  23.1              Consent of Coopers & Lybrand, L.L.P.*
  3
  4
  23.2              Consent of Jackson Walker L.L.P. (included in the opinion of Jackson Walker L.L.P. filed as
                    Exhibit 5).*
  
  24                Power of Attorney (included in Part II hereof).*
  
  99                TCA Cable Second Amended and Restated Incentive Stock Option Plan.(6)
  ------------------
  
  *        Filed herewith.
  
  (1)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-1, File No. 2-76516, filed with the Securities and
           Exchange Commission (the "Commission") on 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 filed with the Commission on
           May 16, 1988, and incorporated herein by reference.
  
  (3)      Previously filed as Exhibit 3(d) to the Registrant's Form 10-K for the
           fiscal year ended October 31, 1993, filed with the Commission on
           January 27, 1994 and incorporated herein by reference.
  
  (4)      Previously filed as Exhibit 3.5 to the Registrant's Form 10-K for the
           fiscal year ended October 31, 1997, filed with the Commission on
           January 27, 1998 and incorporated herein by reference.
  
  (5)      Previously filed as Exhibit 1 to the Registrant's Form 8-K, File No.
           001-11478 filed with the Commission on January 22, 1998 and
           incorporated herein by reference.
  
  (6)      Previously filed as Appendix A to the Registrant's Proxy Statement 
           filed with the Commission on February 24, 1998 and incorporated by
           reference herein.
  
  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:
  
                             (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
  
                                         4
  5
  
           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, (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act of 1934) 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 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
  6
  
                                     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-8 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 29th day of April,
  1998.
  
                                 TCA CABLE TV, INC.
  
                                 By: /s/ Fred R. Nichols
                                     --------------------------------------------
                                     Fred R. Nichols, Chief Executive Officer,
                                     Chairman of the Board and President
                                     (Principal Executive Officer)
  
                                  POWER OF ATTORNEY
  
            Each person whose signature appears below authorizes 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.
  
                                         6
  7
  
            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/ Fred R. Nichols           Chief Executive Officer, Chairman of the          April 29, 1998
  --------------------------    Board and President
  Fred R. Nichols               (Principal Executive Officer)
  
  /s/ Jimmie F. Taylor          Vice President, Chief Financial Officer and       April 29, 1998
  --------------------------    Treasurer
  Jimmie F. Taylor              (Principal Accounting and Financial Officer)
  
  /s/ Fred W. Smith             Director                                          April 29, 1998
  --------------------------
  Fred W. Smith
  
  /s/ Wayne J. McKinney         Director                                          April 29, 1998
  --------------------------
  Wayne J. McKinney
  
  /s/ Ben R. Fisch, M.D.        Director                                          April 29, 1998
  --------------------------
  Ben R. Fisch, M.D.
  
  /s/ Randall K. Rogers         Director                                          April 29, 1998
  --------------------------
  Randall K. Rogers
  
  /s/ A. W. Riter, Jr.          Director                                          April 29, 1998
  --------------------------
  A. W. Riter, Jr.
  
  /s/ James F. Ackerman         Director                                          April 29, 1998
  --------------------------
  James F. Ackerman
  
  /s/ Darrell Campbell          Director                                          April 29, 1998
  --------------------------
  Darrell Campbell
  
  /s/ Robert B. Holland, III
  --------------------------    Director                                          April 29, 1998
  Robert B. Holland, III
  
  /s/ Michael Shannon           Director                                          April 29, 1998
  --------------------------
  Michael Shannon
  7
  8
  
                                  INDEX TO EXHIBITS
  Exhibit
    No.     Exhibit
  -------   -------
  4.1       Articles of Incorporation of the Registrant.(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       Articles of Amendment to Articles of Incorporation of the Registrant.(3)
  
  4.5       Amended and Restated Bylaws of the Registrant.(4)
  
  4.6       Form of Common Stock Certificate.(1)
  
  4.7       Rights Agreement, dated January 15, 1998, between the Registrant and
            Chase Mellon Shareholder Services, L.L.C., which includes the
            Certificate of Designations for the Series A Junior Participating
            Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit
            B and the Summary of Rights to Purchase Shares as Exhibit C.(5)
  
  5         Opinion of Jackson Walker L.L.P.*
  
  15        None.
  
  23.1      Consent of Coopers & Lybrand, L.L.P.*
  
  23.2      Consent of Jackson Walker L.L.P. (included in the opinion of Jackson Walker L.L.P. filed as Exhibit 5).*
  
  24        Power of Attorney (included in Part II hereof).*
  
  99        TCA Cable Second Amended and Restated Incentive Stock Option Plan.(6)
  ------------------
  
  *         Filed herewith.
  
  (1)       Previously filed as an exhibit to the Registrant's Registration
            Statement on Form S-1, File No. 2-76516, filed with the Securities and
            Exchange Commission (the "Commission") on 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 filed with the Commission on
            May 16, 1988, and incorporated herein by reference.
  
  (3)       Previously filed as Exhibit 3(d) to the Registrant's Form 10-K for the
            fiscal year ended October 31, 1993, filed with the Commission on
            January 27, 1994 and incorporated herein by reference.
  
  (4)       Previously filed as Exhibit 3.5 to the Registrant's Form 10-K for the
            fiscal year ended October 31, 1997, filed with the Commission on
            January 27, 1998 and incorporated herein by reference.
  
  (5)       Previously filed as Exhibit 1 to the Registrant's Form 8-K, File No.
            001-11478 filed with the Commission on January 22, 1998 and
            incorporated herein by reference.
  
  (6)       Previously filed as Appendix A to the Registrant's Proxy Statement 
            filed with the Commission on February 24, 1998 and incorporated by
            reference herein.
  
                                         8