8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C., 20549

                            -----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

                          ----------------------------

                            Date of Report (Date of
                  Earliest event reported):  November 13, 1998

                                  OPTEL, INC.
                                  -----------
             (Exact name of registrant as specified in its charter)

           Delaware                                                   90-4495524
- ----------------------------------                                    ----------
(State or other jurisdiction                     (I.R.S. Employer Identification
of incorporation or organization)                        number)

                                   333-24891
                                   ---------
                            (Commission File Number)

          1111 West Mockingbird Lane, Suite 1000, Dallas, Texas 75247
          -----------------------------------------------------------
          (Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code: (214) 634-3000
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ITEM 5:   OTHER MATERIALLY IMPORTANT EVENTS

     On November 13, 1998, the Registrant issued the press release attached
hereto as Exhibit "A" announcing the extension until November 18, 1998 of
Registrant's offer to exchange Registrant's 11.5% Senior Notes due 2008, Series
B for any and all outstanding 11.5% Senior Notes due 2008.

ITEM 7.   EXHIBITS

     Press Release, dated November 13, 1998.

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                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: November 20, 1998

                                        OpTel, Inc.
                                        -----------
                                        (Registrant)


                                        By:/s/ MICHAEL E. KATZENSTEIN
                                           ------------------------------------
                                           Name: Michael E. Katzenstein
                                           Title: Vice President, Legal Affairs,
                                                  General Counsel and 
                                                  Secretary
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                                EXHIBIT INDEX
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Exhibit
  No.           Description                                     Page No.
- -------         -----------                                     --------
  99            Press Release dated November 13, 1998

EX-99

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                                                                      EXHIBIT 99


                                  [OPTEL LOGO]

              OPTEL, INC. EXTENDS EXCHANGE OFFER FOR SENIOR NOTES

Dallas, Texas, November 13, 1998, -- OpTel, Inc. announced today that the offer 
to exchange its 11.5% senior Notes due 2008, Series B, for any and all 
outstanding 11.5% Senior Notes due 2008 has been extended and will expire at 
5:00 p.m., New York City Time, on November 18, 1998. As of November 13, 1998
approximately $135,500,000 principal amount of Senior Notes has been tendered 
pursuant to the exchange offer out of $200,000,000 principal amount of Senior 
Notes outstanding.

OpTel is a leading network based provider of integrated communications 
services, including local and long distance telephone and cable television 
services, to residents of multiple dwelling units in the United States. The 
Company currently provides cable television and telecommunications services in 
several metropolitan areas including Los Angeles, San Diego, San Francisco, 
Phoenix, Denver, Houston, Dallas-Fort Worth, Austin, Chicago, Indianapolis, 
Atlanta, Miami-Ft. Lauderdale, Tampa, and Orlando. OpTel is majority owned by 
Le Groupe Videotron Ltee ("GVL"), owner of the second largest cable television 
operator in Canada.

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For further information, please contact:


Andy Jent
Treasurer
214-879-8257