content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1999
                                                             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.
                                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 Securities                                Proposed Maximum          Proposed Maximum
    to be Registered          Amount to be          Offering Price Per        Aggregate Offering           Amount of
                               Registered                Share(1)                 Price (1)            Registration Fee
  -----------------------------------------------------------------------------------------------------------------------
  <S>                    <C>                        <C>                       <C>                     <C>
      Common Stock
     $.10 par value       1,080,000 Shares(2)             $42.25                $45,630,000.00            $12,685.14
     (including the
   related preferred
     share purchase
        rights)
  =======================================================================================================================
  </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 on April
           21, 1999.
  
  (2)      This registration statement is deemed to register securities to be
           offered in the future pursuant to terms which provide for a change in
           the amount of securities being offered or issued hereby to prevent
           dilution resulting from stock splits, stock dividends or similar
           transactions pursuant to Rule 416.
  
  ================================================================================
  
           Pursuant to General Instruction E of Form S-8, this Registration
  Statement incorporates by reference the contents of the Registrant's
  Registration Statement No. 33-51323 on Form S-8.
  
  
  <PAGE>   2
  
  
  
  
  PROSPECTUS
  
                                 TCA CABLE TV, INC.
  
                          1,201,078 SHARES OF COMMON STOCK*
  
           This Prospectus relates to the offer and sale of up to 1,201,078 shares
  (the "Shares") of common stock, par value $0.10 per share (the "Common Stock")
  of TCA Cable TV, Inc. (the "Company"), issued to certain selling shareholders
  (the "Selling Shareholders") upon the exercise of options that may be granted
  (the "Grants") to the Selling Shareholders pursuant to the provisions of the
  Company's Amended and Restated Incentive 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 April 21, 1999, the
  last reported sale price of the Common Stock, as reported on the Nasdaq/NMS, was
  $42.38.
  
           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 this Offering are estimated to be approximately
  $8,000.00.
  
                                  -----------------
  
     *This figure is an estimate. The Company has filed Registration Statements on
  Form S-8, Registration No. 33-_____ (of which this Prospectus is a part), and
  Registration No. 33-51323 which registration statements cover the sale by the
  Company of Common Stock upon the exercise of options that may be granted under
  the Company's Amended and Restated Incentive Stock Option Plan (the "Plan").
  This Prospectus covers the resale by the Selling Shareholders of an
  indeterminate number of shares of Common Stock which may be acquired by the
  Selling Shareholders upon the exercise of options that may be granted to the
  Selling Shareholders pursuant to the Plan.
  
           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 April 23, 1999.
  
  
  <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.
  
           The Company has filed with the Commission in Washington, D.C., a
  Registration Statement on Form S-3 (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, 1998 (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;
  
  
                                          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;
           and
  
           (iv) 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 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 Jimmie F. Taylor, 3015 S.S.E. Loop 323, Tyler, Texas 75701,
  telephone number (903) 595-3701.
  
                                SELLING SHAREHOLDERS
  
           This Prospectus covers the offer and resale of the Shares that may be
  issued to the Selling Shareholders upon exercise of the options subject to the
  Grants. At the time of filing this registration statement, the names of the
  Selling Shareholders who may resell the Shares are not known by the registrant.
  The information required pursuant to the Securities Act relating to Selling
  Shareholders will be provided by Prospectus Supplement.
  
  
                                   USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock hereby.
  
  
  
                                          3
  
  <PAGE>   5
  
  
  
  
                                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, broker's
  fees and fees and expenses of any counsel to the Selling Shareholders related
  thereto.
  
           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.
  
  
  
                                          4
  
  <PAGE>   6
  
  
  
  
                                       EXPERTS
  
           The consolidated financial statements of TCA Cable TV, Inc. as of and
  for the year ended October 31, 1998, which have been incorporated by referenced
  herein and in the Registration Statement in reliance upon the report of KPMG
  LLP, independent certified public accountants, incorporated by reference herein,
  and upon the authority of said firm as experts in accounting and auditing.
  
           The consolidated balance sheet as of October 31, 1997 and the
  consolidated statements of operations, changes in shareholders' equity, and cash
  flows for the years ended October 31, 1997 and 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 of PricewaterhouseCoopers
  LLP, 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 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.
  
                                          5
  
  <PAGE>   7
  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.............................................................................................  3
  Plan of Distribution........................................................................................  4
  Legal Matters...............................................................................................  4
  Experts.....................................................................................................  5
  Indemnification.............................................................................................  5
  </TABLE>
  
  
  --------------------------------------------------------------------------------
  
  
  
  
  
  
  
  
                                  1,201,078 Shares
  
                                    Common Stock
  
  
  
  
  
  
  
  
  
                                 TCA CABLE TV, INC.
  
  
  
  
  
  
  
  
  
                                   April 23, 1999
  
  
  
                                          6
  
  <PAGE>   8
  
  
                                       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, 1998 (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 S-1 (No. 2-75516) and 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.
  
  
                                          7
  
  <PAGE>   9
  
  
  
  
  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.
  
  
                                          8
  
  <PAGE>   10
  
  
  
  
  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.
  
  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      Articles of Amendment to Articles of Incorporation of the Registrant.*
  
  4.6      Amended and Restated Bylaws of the Registrant.(4)
  
  4.7      Form of Common Stock Certificate.(1)
  
  4.8      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 KPMG LLP*
  
  23.2     Consent of PricewaterhouseCoopers LLP*
  
  23.3     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 TV, Inc. Amended and Restated Incentive Stock Option Plan.*
  
  ------------------
  
  *        Filed herewith.
  
  
                                          9
  
  <PAGE>   11
  
  
  
  
  (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.
  
  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;
  
  
                                         10
  
  <PAGE>   12
  
  
  
  
                             (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, (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.
  
  
                                         11
  
  <PAGE>   13
  
  
  
  
                                     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 23rd day of April,
  1999.
  
                                         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.
  
                                         12
  
  <PAGE>   14
  
  
  
  
            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             April 23, 1999
  Fred R. Nichols                         the Board and President       
                                          (Principal Executive Officer)
                                 
  
  
  
  /S/ Jimmie F. Taylor
  ---------------------------------       Vice President, Chief Financial                  April 23, 1999
  Jimmie F. Taylor                        Officer and Treasurer
                                          (Principal Accounting and Financial Officer)
  
  
  /S/ Fred W. Smith
  ---------------------------------       Director                                         April 23, 1999
  Fred W. Smith
  
  
  
  /S/ Wayne J. McKinney 
  ---------------------------------       Director                                         April 23, 1999
  Wayne J. McKinney
  
  
  
  
  /S/ Ben R. Fisch, M.D.
  ---------------------------------       Director                                         April 23, 1999
  Ben R. Fisch, M.D.
  
  
  /S/ Randall K. Rogers
  ---------------------------------       Director                                         April 23, 1999
  Randall K. Rogers
  
  
  /S/ A. W. Riter, Jr.
  ---------------------------------       Director                                         April 23, 1999
  A. W. Riter, Jr.
  
  
  /S/ James F. Ackerman
  ---------------------------------       Director                                         April 23, 1999
  James F. Ackerman
  </TABLE>
  
  
  
                                         13
  
  <PAGE>   15
  
  
  <TABLE>
  
  <S>                                     <C>                                              <C> 
  /S/ Darrell Campbell           
  ---------------------------------       Director                                         April 23, 1999
  Darrell Campbell
  
  
  
  /S/ Robert B. Holland, III   
  ---------------------------------      Director                                         April 23, 1999 
  Robert B. Holland, III
  
  
  
  /S/ Michael Shannon          
  ---------------------------------      Director                                         April 23, 1999 
  Michael Shannon
  </TABLE>
  
  
  
  
  
  
  
                                         14
  
  <PAGE>   16
  
  
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  
  Exhibit
  No.       Description
  -------   -----------
  <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       Articles of Amendment to Articles of Incorporation of the Registrant.*
  
  4.6       Amended and Restated Bylaws of the Registrant.(4)
  
  4.7       Form of Common Stock Certificate.(1)
  
  4.8       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 KPMG LLP*
  
  23.2      Consent of PricewaterhouseCoopers LLP*
  
  23.3      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 TV, Inc. Amended and Restated Incentive Stock Option Plan.*
  </TABLE>
  
  ------------------
  
  *         Filed herewith.
  
  
  <PAGE>   17
  
  
  
  
  (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.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 40673}]
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": "333-76901", "film-number": "99599829"}, "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 23, 1999
                                                             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.
                                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 Securities                                Proposed Maximum          Proposed Maximum
    to be Registered          Amount to be          Offering Price Per        Aggregate Offering           Amount of
                               Registered                Share(1)                 Price (1)            Registration Fee
  -----------------------------------------------------------------------------------------------------------------------
  Common Stock
     $.10 par value       1,080,000 Shares(2)             $42.25                $45,630,000.00            $12,685.14
     (including the
   related preferred
     share purchase
        rights)
  =======================================================================================================================
  (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 on April
           21, 1999.
  
  (2)      This registration statement is deemed to register securities to be
           offered in the future pursuant to terms which provide for a change in
           the amount of securities being offered or issued hereby to prevent
           dilution resulting from stock splits, stock dividends or similar
           transactions pursuant to Rule 416.
  
  ================================================================================
  
           Pursuant to General Instruction E of Form S-8, this Registration
  Statement incorporates by reference the contents of the Registrant's
  Registration Statement No. 33-51323 on Form S-8.
  2
  
  PROSPECTUS
  
                                 TCA CABLE TV, INC.
  
                          1,201,078 SHARES OF COMMON STOCK*
  
           This Prospectus relates to the offer and sale of up to 1,201,078 shares
  (the "Shares") of common stock, par value $0.10 per share (the "Common Stock")
  of TCA Cable TV, Inc. (the "Company"), issued to certain selling shareholders
  (the "Selling Shareholders") upon the exercise of options that may be granted
  (the "Grants") to the Selling Shareholders pursuant to the provisions of the
  Company's Amended and Restated Incentive 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 April 21, 1999, the
  last reported sale price of the Common Stock, as reported on the Nasdaq/NMS, was
  $42.38.
  
           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 this Offering are estimated to be approximately
  $8,000.00.
  
                                  -----------------
  
     *This figure is an estimate. The Company has filed Registration Statements on
  Form S-8, Registration No. 33-_____ (of which this Prospectus is a part), and
  Registration No. 33-51323 which registration statements cover the sale by the
  Company of Common Stock upon the exercise of options that may be granted under
  the Company's Amended and Restated Incentive Stock Option Plan (the "Plan").
  This Prospectus covers the resale by the Selling Shareholders of an
  indeterminate number of shares of Common Stock which may be acquired by the
  Selling Shareholders upon the exercise of options that may be granted to the
  Selling Shareholders pursuant to the Plan.
  
           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 April 23, 1999.
  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.
  
           The Company has filed with the Commission in Washington, D.C., a
  Registration Statement on Form S-3 (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, 1998 (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;
  
                                          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;
           and
  
           (iv) 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 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 Jimmie F. Taylor, 3015 S.S.E. Loop 323, Tyler, Texas 75701,
  telephone number (903) 595-3701.
  
                                SELLING SHAREHOLDERS
  
           This Prospectus covers the offer and resale of the Shares that may be
  issued to the Selling Shareholders upon exercise of the options subject to the
  Grants. At the time of filing this registration statement, the names of the
  Selling Shareholders who may resell the Shares are not known by the registrant.
  The information required pursuant to the Securities Act relating to Selling
  Shareholders will be provided by Prospectus Supplement.
  
                                   USE OF PROCEEDS
  
           The Company will not receive any proceeds from the sale of the Common
  Stock hereby.
  
                                          3
  5
  
                                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, broker's
  fees and fees and expenses of any counsel to the Selling Shareholders related
  thereto.
  
           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.
  
                                          4
  6
  
                                       EXPERTS
  
           The consolidated financial statements of TCA Cable TV, Inc. as of and
  for the year ended October 31, 1998, which have been incorporated by referenced
  herein and in the Registration Statement in reliance upon the report of KPMG
  LLP, independent certified public accountants, incorporated by reference herein,
  and upon the authority of said firm as experts in accounting and auditing.
  
           The consolidated balance sheet as of October 31, 1997 and the
  consolidated statements of operations, changes in shareholders' equity, and cash
  flows for the years ended October 31, 1997 and 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 of PricewaterhouseCoopers
  LLP, 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 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.
  
                                          5
  7
  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.............................................................................................  3
  Plan of Distribution........................................................................................  4
  Legal Matters...............................................................................................  4
  Experts.....................................................................................................  5
  Indemnification.............................................................................................  5
  --------------------------------------------------------------------------------
  
                                  1,201,078 Shares
  
                                    Common Stock
  
                                 TCA CABLE TV, INC.
  
                                   April 23, 1999
  
                                          6
  8
  
                                       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, 1998 (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 S-1 (No. 2-75516) and 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.
  
                                          7
  9
  
  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.
  
                                          8
  10
  
  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.
  
  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      Articles of Amendment to Articles of Incorporation of the Registrant.*
  
  4.6      Amended and Restated Bylaws of the Registrant.(4)
  
  4.7      Form of Common Stock Certificate.(1)
  
  4.8      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 KPMG LLP*
  
  23.2     Consent of PricewaterhouseCoopers LLP*
  
  23.3     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 TV, Inc. Amended and Restated Incentive Stock Option Plan.*
  
  ------------------
  
  *        Filed herewith.
  
                                          9
  11
  
  (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.
  
  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;
  
                                         10
  12
  
                             (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, (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.
  
                                         11
  13
  
                                     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 23rd day of April,
  1999.
  
                                         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.
  
                                         12
  14
  
            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             April 23, 1999
  Fred R. Nichols                         the Board and President       
                                          (Principal Executive Officer)
                                 
  
  /S/ Jimmie F. Taylor
  ---------------------------------       Vice President, Chief Financial                  April 23, 1999
  Jimmie F. Taylor                        Officer and Treasurer
                                          (Principal Accounting and Financial Officer)
  
  /S/ Fred W. Smith
  ---------------------------------       Director                                         April 23, 1999
  Fred W. Smith
  
  /S/ Wayne J. McKinney 
  ---------------------------------       Director                                         April 23, 1999
  Wayne J. McKinney
  
  /S/ Ben R. Fisch, M.D.
  ---------------------------------       Director                                         April 23, 1999
  Ben R. Fisch, M.D.
  
  /S/ Randall K. Rogers
  ---------------------------------       Director                                         April 23, 1999
  Randall K. Rogers
  
  /S/ A. W. Riter, Jr.
  ---------------------------------       Director                                         April 23, 1999
  A. W. Riter, Jr.
  
  /S/ James F. Ackerman
  ---------------------------------       Director                                         April 23, 1999
  James F. Ackerman
  13
  15
  /S/ Darrell Campbell           
  ---------------------------------       Director                                         April 23, 1999
  Darrell Campbell
  
  /S/ Robert B. Holland, III   
  ---------------------------------      Director                                         April 23, 1999 
  Robert B. Holland, III
  
  /S/ Michael Shannon          
  ---------------------------------      Director                                         April 23, 1999 
  Michael Shannon
  14
  16
  
                                  INDEX TO EXHIBITS
  Exhibit
  No.       Description
  -------   -----------
  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       Articles of Amendment to Articles of Incorporation of the Registrant.*
  
  4.6       Amended and Restated Bylaws of the Registrant.(4)
  
  4.7       Form of Common Stock Certificate.(1)
  
  4.8       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 KPMG LLP*
  
  23.2      Consent of PricewaterhouseCoopers LLP*
  
  23.3      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 TV, Inc. Amended and Restated Incentive Stock Option Plan.*
  ------------------
  
  *         Filed herewith.
  17
  
  (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.