8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C., 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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                             Date of Report (Date of
                   Earliest event reported): October 28, 1999

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

         Delaware                                           95-4495524
- ---------------------------------                -------------------------------
(State or other jurisdiction                     (I.R.S. Employer Identification
of incorporation or organization)                Number)

                                    333-24881
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                            (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) 634-3800


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ITEM 5.       OTHER MATERIALLY IMPORTANT EVENTS

              On October 28, 1999, the Registrant issued the press release
attached hereto as Exhibit "A" announcing Registrant's voluntary Chapter 11
filing in the United States Bankruptcy Court in Delaware.

              As an additional item, Registrant reports that the Board of
Directors of OpTel, Inc. is reconstituted as follows:

                  R. Douglas Leonhard       -         Chairman
                  Frederick W. Benn         -         Vice Chairman
                  Michael E. Katzenstein    -         Director
                  Alain Michel              -         Director

ITEM 7.       EXHIBITS

              Press Release, dated October 28, 1999.


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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:         October 28, 1999

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


                                  By: /s/ SCOTT V. WILLIAMS
                                      ------------------------------------------
                                      Name:  Scott V. Williams
                                      Title: Vice President and General Counsel


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                                  EXHIBIT INDEX



Exhibit
  No.                      Description
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99.1                       Press Release, dated October 28, 1999

EX-99.1

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                                                                    EXHIBIT 99.1

                OPTEL, INC. ANNOUNCES VOLUNTARY CHAPTER 11 FILING

         Dallas, Texas, October 28, 1999 - OpTel, Inc. and certain of its
affiliates and subsidiaries (the "Company") today announced a voluntary Chapter
11 filing in the United States Bankruptcy Court in Delaware. The filing allows
the Company to operate its businesses in the normal fashion under court
protection while it continues discussions with representatives of certain major
creditors and others on a restructuring plan.

         The Company expects to have sufficient liquidity throughout the period
of reorganization to ensure payment of its obligations incurred on an ongoing
basis. The Company anticipates that it will complete its restructuring and
emerge from Chapter 11 during 2000.

         The petitions filed by the Company have annexed thereto a consolidated
Exhibit "A" which reflects that on a consolidated basis, the Company has assets
of approximately $540,424,000 and liabilities of approximately $496,220,567. The
Company's assets consist primarily of its video and telecommunications networks
and customers, and its liabilities include primarily secured debt owed to two
banks of approximately $10,000,000, other secured debt, capital lease claims,
publicly traded 13% Senior Notes of approximately $226,218,611, publicly traded
11 1/2% Senior Notes of approximately $203,833,333, and unsecured trade
liabilities. The instant filing is occasioned by the continued need for
substantial capital and, in its existing condition, inability to obtain
additional public or private debt and/or equity financing.

         "Today's filing helps the Company to serve its customers and operate
its systems while it restructures its business," commented Michael Katzenstein,
newly appointed President and CEO. R. Douglas Leonhard, an OpTel director since
1998 and who was named Chairman of the Board today said, "The Company will be
managed to preserve the value of its assets and customers and to conserve
capital to fund our ongoing operations. We believe we have embarked on a course
of action which will benefit our creditors, employees and customers."

         The Company is a leading provider of communications services, including
local and long distance telephone, cable television and high speed Internet
access services, to residents of multiple dwelling units ("MDUs") in the United
States. In each market that it serves, the Company seeks to become the principal
competitor in the MDU marketplace to the incumbent local exchange carrier
("ILEC") and the incumbent franchise cable television operator by providing a
package of voice, video and Internet access services at competitive prices. The
Company currently provides cable television and telephone services in a number
of metropolitan areas including Houston, Dallas-Fort Worth, Los Angeles, San
Diego, San Francisco, Miami, Fort Lauderdale, Orlando, Tampa, Phoenix, Denver,
Chicago, Atlanta, Indianapolis, and Greater Washington, D.C. The Company
currently provides Internet access services in Houston, Dallas-Fort Worth,
Denver and San Francisco.


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         This announcement contains "forward-looking" statements. OpTel, Inc. is
subject to risks and other uncertainties that could cause such statements to
prove incorrect. For a discussion of those risks and uncertainties, please refer
to the Company's annual report on Form 10-K for fiscal year ended August 31,
1998.

For further information, please contact:
Waqar Nasim: (214) 634-4029


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