content: <PAGE>   1
      As filed with the Securities and Exchange Commission on March 27, 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 of         (I.R.S. employer identification number)
  incorporation or organization)
  
                                 3015 SSE Loop 323
                                 Tyler, Texas 75701
                      (Address of principal executive offices)
  
                                  ----------------
  
                               TCA CABLE 401(K) PLAN
                              (Full title of the Plan)
  
                                  ----------------
  
                                  FRED R. NICHOLS
                                 3015 SSE Loop 323
                                 Tyler, Texas 75701
  
          (Name and address of agent for service of agent for service)
   
                                 (903) 595-3701
                      (Telephone number, including area code,
                               of agent for service)
  
                                  ----------------
  
                                      COPY TO:
                                 JAMES S. RYAN, III
                              Jackson & Walker, L.L.P.
                                  901 Main Street
                                     Suite 6000
                                Dallas, Texas  75202
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ======================================================================================================================
                                                                                         Proposed
                  Title of                       Amount         Proposed Maximum         Maximum             Amount of
                 Securities                       to be          Offering Price     Aggregate Offering      Registration
              to be Registered                 Registered        Per Share (1)          Price (1)             Fee (1)
  ----------------------------------------------------------------------------------------------------------------------
   <S>          <C>                          <C>                     <C>                <C>                  <C>
   Common Stock, $.10 par value              150,000 shares          $56.75             $8,512,500           $2,511.19
  ======================================================================================================================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) and 457(h), registration fee is based on a
           price of $56.75 per share, which price is an average of the high and
           low prices of the Common Stock on the National Association of
           Securities Dealers Automated Quotation National Market System on March
           23, 1998.  In addition, pursuant to Rule 416 (c) under the Securities
           Act of 1933, this registration statement also covers an indeterminate
           amount of interests to be offered or sold pursuant to the employee
           benefit plan described herein.
  
  (2)      Pursuant to General Instruction E of Form S-8, with respect to the
           shares registered under the TCA Cable 401(k) Plan (formerly, the TCA
           Deferred Savings and Retirement Plan), this Registration Statement
           incorporates by reference the contents of the Registrant's
           Registration Statement Nos. 33-55895, 33-49172 and 33-21901 on Form
           S-8, including all exhibits attached thereto.
  
  
  <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:
  
                   (i)  Annual Report of the Company on Form 10-K for the year
           ended October 31, 1997 (the "Annual Report");
  
                   (ii)  Quarterly Report of the Company on Form 10-Q for the
           quarterly period ended January 31, 1998; and
  
                   (iii)  Annual Report of the TCA Cable 401(k) Plan on Form 11-K
           for the fiscal year ended December 31, 1996; and
  
                   (iv)  All other reports filed with the Commission pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act"), since the end of the fiscal year covered
           by the documents referred to in the Annual Report; and
  
                   (v)  Description of the Common Stock contained in the
           Company's Registration Statement on Form S-1 (No.  2-75516) and
           Registration Statement on Form 8-A (No. 2-88892), effective as of
           March 17, 1984.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment that indicates
  that all of the Common Stock offered hereunder has been sold or which
  deregisters all of such Common Stock then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  <PAGE>   3
  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.
  <PAGE>   4
  
  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 Company.(1)
  
  4.2         Articles of Amendment to Articles of Incorporation of the
              Registrant.(2)
              
  4.3         Articles of Amendment to Articles of Incorporation of the 
              Registrant.(2)
  
  4.4         Bylaws of the Registrant.(1)
  
  4.5         Form of Stock Certificate.(1)
  
  5           Opinion of Jackson Walker L.L.P.(5)
  
  15          None.
  
  23.1        Consent of Coopers & Lybrand, L.L.P.(5)
               
  23.2        Consent of Jackson Walker L.L.P. (included in the opinion of
              Jackson Walker L.L.P. filed as Exhibit 5).(5)
  
  24          Power of Attorney (included in Part II hereof).(5)
  
  99          TCA Cable 401(k) Plan.(4)
              
  ------------
  </TABLE>
  
  (1)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and
           incorporated herein by reference.
  
  (2)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988, and
           incorporated herein by reference.
  
  (3)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-8, File No. 33-55895 dated as of October 7, 1994,
           and incorporated herein by reference.
  
  (4)      Previously filed as an exhibit to the TCA Cable 401(k) Plan's Annual
           Report on Form 11-K filed on the date hereof.
  
  (5)      Filed herewith.
  
  <PAGE>   5
  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 Company pursuant to Section 13 or Section 15(d) of the Exchange
           Act of 1934, as amended, that are incorporated by reference in the
           registration statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act of 1933, as amended, each such post-effective
           amendment shall be deemed to be a new registration statement relating
           to the securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
       (b)         The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, as
  amended, each filing of the registrant's annual report pursuant to Section
  13(a) or Section 15(d) of the Exchange Act of 1934, as amended, that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration
  <PAGE>   6
  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.
  <PAGE>   7
                                     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 26th day of March, 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.
  <PAGE>   8
           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       March 24, 1998
  -------------------------------     Board and President
  Fred R. Nichols                     (Principal Executive Officer)
  
  
     /s/ J. Taylor                    Vice President, Chief Financial Officer        March 24, 1998
  -------------------------------     and Treasurer
  Jimmie F. Taylor                    (Principal Accounting and Financial
                                      Officer)
  
  
                                      Director                                       
  -------------------------------                                                                  
  Fred W. Smith
  
  
    /s/ Wayne J. McKinney             Director                                       March 24, 1998
  ----------------------------                                                                     
  Wayne J. McKinney
  
  
    /s/ Ben R. Fisch, M.D.            Director                                       March 24, 1998
  ------------------------------                                                                   
  Ben R. Fisch, M.D.
  
  
                                      Director
  -------------------------------             
  Kenneth S. Gunter
  
  
    /s/ Randall K. Rogers             Director                                       March 24, 1998
  ------------------------------                                                                   
  Randall K. Rogers
  
  
    /s/ A. W. Riter, Jr.              Director                                       March 24, 1998
  -------------------------------                                                                  
  A. W. Riter, Jr.
  
  
    /s/ James F. Ackerman             Director                                       March 24, 1998
  -----------------------------                                                                    
  James F. Ackerman
  </TABLE>
  <PAGE>   9
  
  <TABLE>
  <S>                                 <C>                                           <C>
     /s/ DARRELL CAMPBELL             Director                                      March 24, 1998
  -------------------------------                 
  Darrell Campbell
  
  
    /s/ ROBERT B. HOLLAND, III        Director                                      March 24, 1998
  -------------------------------
  Robert B. Holland, III
                                                                                     
  
   /s/ Michael S. Shannon    
  ------------------------------      Director                                       March 24, 1998
  Michael Shannon
  </TABLE>
  
  <PAGE>   10
  THE PLAN
  
           Pursuant to the requirements of the Securities Act of 1933, the Plan
  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 26th day of March, 1998.
  
                                                  TCA CABLE 401(K) PLAN (the Plan)
  
                                                  By: TCA Compensation Committee
  
  
  
                                                  By: /S/ A. W. RITER, JR.
                                                     ----------------------------
                                                      Committee Member
  
  
  
  
  
  <PAGE>   11
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit No.                     Exhibit
  -----------                     -------
  <S>              <C>
  4.1         Articles of Incorporation of the Company.(1)
  
  4.2         Articles of Amendment to Articles of Incorporation of the
              Registrant.(2)
              
  4.3         Articles of Amendment to Articles of Incorporation of the 
              Registrant.(2)
  
  4.4         Bylaws of the Registrant.(1)
  
  4.5         Form of Stock Certificate.(1)
  
  5           Opinion of Jackson Walker L.L.P.(5)
  
  15          None.
  
  23.1        Consent of Coopers & Lybrand, L.L.P.(5)
               
  23.2        Consent of Jackson Walker L.L.P. (included in the opinion of
              Jackson Walker L.L.P. filed as Exhibit 5).(5)
  
  24          Power of Attorney (included in Part II hereof).(5)
  
  99          TCA Cable 401(k) Plan.(4)
  
  ------------
  </TABLE>
  
  (1)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-1, File No. 2-76516 dated as
                   of March 16, 1982 and incorporated herein by reference.
  
  (2)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-8, File No. 33- 21901 dated
                   as of May 16, 1988, and incorporated herein by reference.
  
  (3)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-8, File No. 33- 55895 dated
                   as of October 7, 1994, and incorporated herein by reference.
  
  (4)              Previously filed as an exhibit to the TCA Cable 401(k) Plan's
                   Annual Report on Form 11-K filed on the date hereof.
  
  (5)              Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22455}]
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": "333-48783", "film-number": "98576277"}, "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 March 27, 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 of         (I.R.S. employer identification number)
  incorporation or organization)
  
                                 3015 SSE Loop 323
                                 Tyler, Texas 75701
                      (Address of principal executive offices)
  
                                  ----------------
  
                               TCA CABLE 401(K) PLAN
                              (Full title of the Plan)
  
                                  ----------------
  
                                  FRED R. NICHOLS
                                 3015 SSE Loop 323
                                 Tyler, Texas 75701
  
          (Name and address of agent for service of agent for service)
   
                                 (903) 595-3701
                      (Telephone number, including area code,
                               of agent for service)
  
                                  ----------------
  
                                      COPY TO:
                                 JAMES S. RYAN, III
                              Jackson & Walker, L.L.P.
                                  901 Main Street
                                     Suite 6000
                                Dallas, Texas  75202
  
                          CALCULATION OF REGISTRATION FEE
  ======================================================================================================================
                                                                                         Proposed
                  Title of                       Amount         Proposed Maximum         Maximum             Amount of
                 Securities                       to be          Offering Price     Aggregate Offering      Registration
              to be Registered                 Registered        Per Share (1)          Price (1)             Fee (1)
  ----------------------------------------------------------------------------------------------------------------------
  Common Stock, $.10 par value              150,000 shares          $56.75             $8,512,500           $2,511.19
  ======================================================================================================================
  (1)      Estimated solely for the purpose of calculating the registration fee.
           Pursuant to Rule 457(c) and 457(h), registration fee is based on a
           price of $56.75 per share, which price is an average of the high and
           low prices of the Common Stock on the National Association of
           Securities Dealers Automated Quotation National Market System on March
           23, 1998.  In addition, pursuant to Rule 416 (c) under the Securities
           Act of 1933, this registration statement also covers an indeterminate
           amount of interests to be offered or sold pursuant to the employee
           benefit plan described herein.
  
  (2)      Pursuant to General Instruction E of Form S-8, with respect to the
           shares registered under the TCA Cable 401(k) Plan (formerly, the TCA
           Deferred Savings and Retirement Plan), this Registration Statement
           incorporates by reference the contents of the Registrant's
           Registration Statement Nos. 33-55895, 33-49172 and 33-21901 on Form
           S-8, including all exhibits attached thereto.
  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:
  
                   (i)  Annual Report of the Company on Form 10-K for the year
           ended October 31, 1997 (the "Annual Report");
  
                   (ii)  Quarterly Report of the Company on Form 10-Q for the
           quarterly period ended January 31, 1998; and
  
                   (iii)  Annual Report of the TCA Cable 401(k) Plan on Form 11-K
           for the fiscal year ended December 31, 1996; and
  
                   (iv)  All other reports filed with the Commission pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act"), since the end of the fiscal year covered
           by the documents referred to in the Annual Report; and
  
                   (v)  Description of the Common Stock contained in the
           Company's Registration Statement on Form S-1 (No.  2-75516) and
           Registration Statement on Form 8-A (No. 2-88892), effective as of
           March 17, 1984.
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment that indicates
  that all of the Common Stock offered hereunder has been sold or which
  deregisters all of such Common Stock then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  3
  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.
  4
  
  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 Company.(1)
  
  4.2         Articles of Amendment to Articles of Incorporation of the
              Registrant.(2)
              
  4.3         Articles of Amendment to Articles of Incorporation of the 
              Registrant.(2)
  
  4.4         Bylaws of the Registrant.(1)
  
  4.5         Form of Stock Certificate.(1)
  
  5           Opinion of Jackson Walker L.L.P.(5)
  
  15          None.
  
  23.1        Consent of Coopers & Lybrand, L.L.P.(5)
               
  23.2        Consent of Jackson Walker L.L.P. (included in the opinion of
              Jackson Walker L.L.P. filed as Exhibit 5).(5)
  
  24          Power of Attorney (included in Part II hereof).(5)
  
  99          TCA Cable 401(k) Plan.(4)
              
  ------------
  (1)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and
           incorporated herein by reference.
  
  (2)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988, and
           incorporated herein by reference.
  
  (3)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-8, File No. 33-55895 dated as of October 7, 1994,
           and incorporated herein by reference.
  
  (4)      Previously filed as an exhibit to the TCA Cable 401(k) Plan's Annual
           Report on Form 11-K filed on the date hereof.
  
  (5)      Filed herewith.
  5
  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 Company pursuant to Section 13 or Section 15(d) of the Exchange
           Act of 1934, as amended, that are incorporated by reference in the
           registration statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act of 1933, as amended, each such post-effective
           amendment shall be deemed to be a new registration statement relating
           to the securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
       (b)         The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, as
  amended, each filing of the registrant's annual report pursuant to Section
  13(a) or Section 15(d) of the Exchange Act of 1934, as amended, that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration
  6
  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.
  7
                                     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 26th day of March, 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.
  8
           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       March 24, 1998
  -------------------------------     Board and President
  Fred R. Nichols                     (Principal Executive Officer)
  
     /s/ J. Taylor                    Vice President, Chief Financial Officer        March 24, 1998
  -------------------------------     and Treasurer
  Jimmie F. Taylor                    (Principal Accounting and Financial
                                      Officer)
  
                                      Director                                       
  -------------------------------                                                                  
  Fred W. Smith
  
    /s/ Wayne J. McKinney             Director                                       March 24, 1998
  ----------------------------                                                                     
  Wayne J. McKinney
  
    /s/ Ben R. Fisch, M.D.            Director                                       March 24, 1998
  ------------------------------                                                                   
  Ben R. Fisch, M.D.
  
                                      Director
  -------------------------------             
  Kenneth S. Gunter
  
    /s/ Randall K. Rogers             Director                                       March 24, 1998
  ------------------------------                                                                   
  Randall K. Rogers
  
    /s/ A. W. Riter, Jr.              Director                                       March 24, 1998
  -------------------------------                                                                  
  A. W. Riter, Jr.
  
    /s/ James F. Ackerman             Director                                       March 24, 1998
  -----------------------------                                                                    
  James F. Ackerman
  9
  /s/ DARRELL CAMPBELL             Director                                      March 24, 1998
  -------------------------------                 
  Darrell Campbell
  
    /s/ ROBERT B. HOLLAND, III        Director                                      March 24, 1998
  -------------------------------
  Robert B. Holland, III
                                                                                     
  
   /s/ Michael S. Shannon    
  ------------------------------      Director                                       March 24, 1998
  Michael Shannon
  10
  THE PLAN
  
           Pursuant to the requirements of the Securities Act of 1933, the Plan
  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 26th day of March, 1998.
  
                                                  TCA CABLE 401(K) PLAN (the Plan)
  
                                                  By: TCA Compensation Committee
  
                                                  By: /S/ A. W. RITER, JR.
                                                     ----------------------------
                                                      Committee Member
  11
                                 INDEX TO EXHIBITS
  Exhibit No.                     Exhibit
  -----------                     -------
  4.1         Articles of Incorporation of the Company.(1)
  
  4.2         Articles of Amendment to Articles of Incorporation of the
              Registrant.(2)
              
  4.3         Articles of Amendment to Articles of Incorporation of the 
              Registrant.(2)
  
  4.4         Bylaws of the Registrant.(1)
  
  4.5         Form of Stock Certificate.(1)
  
  5           Opinion of Jackson Walker L.L.P.(5)
  
  15          None.
  
  23.1        Consent of Coopers & Lybrand, L.L.P.(5)
               
  23.2        Consent of Jackson Walker L.L.P. (included in the opinion of
              Jackson Walker L.L.P. filed as Exhibit 5).(5)
  
  24          Power of Attorney (included in Part II hereof).(5)
  
  99          TCA Cable 401(k) Plan.(4)
  
  ------------
  (1)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-1, File No. 2-76516 dated as
                   of March 16, 1982 and incorporated herein by reference.
  
  (2)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-8, File No. 33- 21901 dated
                   as of May 16, 1988, and incorporated herein by reference.
  
  (3)              Previously filed as an exhibit to the Registrant's
                   Registration Statement on Form S-8, File No. 33- 55895 dated
                   as of October 7, 1994, and incorporated herein by reference.
  
  (4)              Previously filed as an exhibit to the TCA Cable 401(k) Plan's
                   Annual Report on Form 11-K filed on the date hereof.
  
  (5)              Filed herewith.