SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                        FORM 8-K
                    CURRENT REPORT
              PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report                      January 3, 1998
(Date of earliest event reported)  (November 7, 1997)

              CTC COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)

Massachusetts                     0-13627       04-2731202
(State or other jurisdiction (Commission (IRS Employer
 of incorporation)          File Number) Identification No.

360 Second Ave., Waltham, Massachusetts         02154
(Address of principal executive offices)          (Zip Code)

                        (978) 466-8080
(Registrant's telephone number including area code)

(Former name or former address if changed since last report)




Item 5.  Other Events

On November 7, 1997 the Registrant entered into a Revolving and 
Term Loan Agreement (the "Loan Agreement") with Fleet National 
Bank ("Fleet Bank"), Boston, Massachusetts, for a $15.0 million 
revolving line of credit and a $10.0 million term loan facility. 
 The Loan Agreement replaces the Registrant's prior $5.0 million 
revolving line of credit with Fleet Bank.  

Maximum amounts available under the revolving line of credit are 
limited to a borrowing base of 75% of the Registrant's eligible 
accounts receivable and may be utilized for working capital and 
to fund standby letters of credit.  Loans under the term loan 
facility may be utilized to finance or refinance up to 75% of the 
purchase price of equipment purchased by the Registrant and to 
finance, in the aggregate amount of up to $5.0 million unless 
otherwise consented to by Fleet Bank, establishment of new 
business locations, acquisitions of other companies or 
businesses, or for permanent working capital.

Advances made under the revolving credit line and the term loan 
facility will bear interest, at the Registrant's option, at the 
prime rate or the London Interbank Offer Rate (LIBOR), plus in 
each case a margin percentage which will fluctuate based upon the 
Registrant's ratio of Funded Debt (consolidated indebtedness for 
borrowed money) to EBITDA (consolidated earnings before interest, 
taxes, depreciation and amortization) and the Registrant's ratio 
of Senior Debt (consolidated indebtedness which is not 
subordinated debt) to Tangible Capital Base (consolidated 
tangible net worth plus subordinated debt).  In addition, loans 
made under the term loan facility may, at the Registrant's 
option, bear interest at a cost of funds rate to be determined by 
Fleet Bank.

As security for all loans made under the Loan Agreement, the 
Registrant has granted Fleet Bank a security interest and lien in 
all of the Registrant's existing or future tangible and 
intangible personal property and fixtures.

The Loan Agreement contains a number of covenants including, 
among others, covenants limiting the Registrant's ability to 
incur debt, create liens, issue guarantees, make investments, 
engage in transactions with affiliates, to sell or otherwise 
dispose of its assets, and engage in mergers and certain 
acquisitions.  In addition, the Loan Agreement contains 
affirmative covenants including, among others, covenants 
requiring maintenance of corporate existence and insurance, 
payment of taxes and delivery of financial and other information.




The Loan Agreement also requires the Registrant to comply with 
certain financial tests and to maintain certain financial ratios 
including, but not limited to, Senior Debt to Tangible Capital 
Base, Funded Debt to EBITDA, and a Debt Service Coverage Ratio ( 
EBITDA less unfinanced capital expenditures, dividends and cash 
taxes paid divided by the sum of interest expense and the 
aggregate amount paid in respect of long term indebtedness).

Failure to satisfy any of the financial covenants would 
constitute an event of default under Loan Agreement 
notwithstanding the Registrant's ability to meet its debt service 
obligations.  The Loan Agreement also includes other customary 
events of default including, without limitation, a cross-default 
to other indebtedness, certain undischarged judgments and 
bankruptcy and insolvency.

In December, 1997, the Registrant terminated its agency agreement 
with Bell Atlantic Corporation (as the successor to the NYNEX "), 
and in January 1998 began operating as a competitive local 
exchange carrier ("CLEC") under Resale Service Agreements with 
Bell Atlantic covering Massachusetts, Maine, New Hampshire and 
Rhode Island. An additional agreement, covering the state of 
Vermont, is awaiting approval by the Vermont Public Service 
Board. The Registrant also commenced operations as a CLEC in New 
York pursuant to tariffed rates and conditions. Pursuant to the 
agreements and the New York tariff, the Registrant purchases 
local exchange services at discounted rates for resale primarily 
to business customers. Services offered for resale include all of 
the retail telecommunications products and services offered by 
Bell Atlantic, such as local exchange calling and attendant 
features, including call waiting, call forwarding, caller ID and 
three-way calling. The rates for these services are filed with 
the public utilities commission of each respective state. 

In December, 1997, the Registrant filed a Complaint and Jury 
Demand ("Complaint") against Bell Atlantic Corporation ("Bell 
Atlantic") in the United States District Court for the District 
of Maine, Southern Division (Civil Action No. 97-CV-395-P-H).

The Complaint alleges four separate counts against Bell Atlantic, 
as follows:

1. Breach of Contract.  The complaint alleges that Bell Atlantic 
(as successor to the NYNEX Company) has breached the Agreement 
for Sale of Services and Account Management effective as of 
February 1, 1996 between NYNEX and the Registrant (the "Agency 
Agreement") pursuant to which the Breach of Contract.  The 
complaint alleges that Bell Atlantic Registrant sold intraLATA 
(local) telecommunications services on behalf of NYNEX in New 




York and the New England states.  Specifically, the Complaint 
alleges that Bell Atlantic has (i) failed to pay the Registrant 
in excess of $14.0 million in commissions due under the Agency 
Agreement; (ii) failed to act "equitably" and "in good faith" 
toward the Registrant in light of changes to the market 
engendered by the Telecommunications Act of 1996 (the "1996 
Act"); and (iii) unilaterally implemented a plan to eliminate 
commissions owed to the Registrant pursuant to a certain class of 
customers known as Account Management Program or AMP customers.  
In addition, the Complaint alleges that Bell Atlantic has 
constructively eliminated the Registrant as a "third party 
marketing sales channel" and is thereby responsible to pay a 
"separation payment based on 50% of the Registrant's earned 
compensation during the 12 months preceding termination of the 
Agency Agreement."

2.  Monopolization and Attempted Monopolization.  The Complaint 
alleges that Bell Atlantic has monopoly power in the relevant 
market or markets of intraLATA telecommunications services in New 
England and New York and has willfully maintained this power, 
specifically intended to exclude competitors and competition and 
has injured competitors and competition by (i) withholding 
payment of the $14.0 million owed to the Registrant under the 
Agency Agreement; (ii) threatening to sue the Registrant if it 
becomes a reseller and sells to particular classes of customers, 
(iii) refusing to sell voice mail at wholesale prices to 
resellers, including the Registrant, throughout New England 
although it provides these services on a retail basis in New 
England, and on a wholesale basis in New York, (iv) refusing to 
sell at wholesale prices FCC tariffed data services to resellers, 
including the Registrant, (v) refusing to sell intraLATA 
telecommunications services at wholesale prices to resellers, 
including the Registrant, who seek to sell these services to 
existing Bell Atlantic customers unless the customer agrees to 
pay unreasonable termination fees; and (vi) otherwise imposing 
unreasonable barriers, conditions and restrictions on the resale 
of intraLATA telecommunications services.

3. Illegal Tying Arrangement.  The Complaint alleges that Bell 
Atlantic has entered into illegal tying arrangements in New 
England whereby it has refused to provide and/or sell its brand 
of voice mail service (the "Tying Product") unless customers 
purchase or continue to purchase its brand of Centrex service 
(the "Tied Product") from Bell Atlantic in violation of Section 1 
of the Sherman Antitrust Act, 15 USC Sec. 1.  The Complaint 
further alleges that Bell Atlantic's tying arrangement has 
resulted in an unreasonable restriction of competition which 
cannot be justified by a legitimate business purpose and has 
precluded the Registrant from competing with Bell Atlantic in the 
"tied product market.




4. Violation of the Telecommunications Act.  The Complaint 
alleges that, by virtue of the actions complained of in the first 
three counts of the Complaint, Bell Atlantic has violated its 
statutory duty under Section 251 of the 1996 Act not to prohibit, 
or impose unreasonable or discriminatory conditions or 
limitations on, the resale of its telecommunications services by 
new reseller competitors such as the Registrant.

The Complaint seeks monetary damages in an amount in excess of 
$75,000 on each of the four counts, and treble damages under the 
count alleging violation of Section 1 of the Sherman Act.  In 
addition, the Complaint requests injunctive relief restraining 
Bell Atlantic from any further anti-competitive acts.

Bell Atlantic has moved the Maine Federal District Court for an 
order transferring the action to the United States District Court 
for the Southern District of New York or, in the alternative, 
staying the action pending determination of its application in 
the District Court in New York to compel arbitration of the 
dispute (see below for a description of the New York District 
Court action).  The Registrant has opposed this motion.

Following institution of the Maine Federal District Court action 
by the Registrant, Bell Atlantic instituted an action against the 
Registrant in the United States District Court for the Southern 
District of New York (98 CIV 0048) setting forth two causes of 
action against the Registrant. In the first cause of action, Bell 
Atlantic denies that it has breached the Agency Agreement, 
alleges that the Registrant has breached its obligations under 
the Agency Agreement and requests an order (i) compelling the 
Registrant to arbitrate its dispute with Bell Atlantic pursuant 
to the Agency Agreement and (ii) enjoining the Registrant from 
proceeding with the above described litigation against Bell 
Atlantic in the United States District Court in Maine.

The second cause of action alleges that the Registrant has 
engaged in certain activities in violation of its post-
termination non-competition, trademark usage and confidentiality 
obligations under the Agency Agreement, and its fiduciary duty to 
Bell Atlantic, and intends to continue to do so. Bell Atlantic 
seeks an order for injunctive relief requiring the Registrant to 
cease and desist from engaging in the alleged actions set forth 
in the second cause of action.

In January, 1998 Bell Atlantic filed a motion for a temporary 
restraining order and preliminary injunction seeking to prohibit 
the Registrant from continuing the alleged violations of the non-
competition, trademark usage and confidentiality provisions of 
the Agency Agreement, and seeking an order compelling arbitration 






of the entire dispute.  After the close of business on January 
30, 1997, the Court issued an order denying the motion seeking to 
compel arbitration and granting the motion for a temporary 
restraining order.  Specifically, the order temporarily enjoined 
the Registrant, for a period of 12 months from December 30, 1997, 
from selling or promoting the sale of any non-Bell Atlantic 
IntraLATA telecommunications products, including IntraLATA 
products purchased wholesale from Bell Atlantic for resale to the 
Registrant's customers, to any Bell Atlantic customer for whom 
the Registrant was responsible for account management or to whom 
the Registrant sold any such Bell Atlantic service during the 12 
months preceding December 30, 1997.  The order also temporarily 
enjoined the Registrant from any use of Bell Atlantic's 
trademarks and trade name in promotional, advertising or 
marketing material without Bell Atlantic's written permission and 
from any use of certain Bell Atlantic confidential information 
disclosed to the Registrant in its capacity as Bell Atlantic's 
sales agent.

The Registrant intends to vigorously contest the action.


                            SIGNATURES

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 hereunto duly authorized.

                               CTC COMMUNICATIONS CORP.
                              (Registrant)

                            By: /s/ John D. Pittenger
                                    John D. Pittenger
                               Vice President-Finance

February 3, 1998