Registration No. 33-64476

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                         _____________________
                                   
                    Post-Effective Amendment No. 1
                                  to
                               FORM S-3
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                         _____________________
                                   
               CAROLINA TELEPHONE AND TELEGRAPH COMPANY
          (Exact name of registrant as specified in charter)
                                   
        NORTH CAROLINA                      56-0931189
   (State of incorporation)      (I.R.S. employer identification
                                               no.)

                            P.O. Box 11315
                     Kansas City, Missouri  64112
                            (913) 624-3000
     (Address, including zip code, and telephone number, including
        area code, of registrant's principal executive offices)
                                   
                             DON A. JENSEN
                      Vice President & Secretary
                          Sprint Corporation
                            P.O. Box 11315
                     Kansas City, Missouri  64112
                            (913)  624-3326
(Name, address, including zip code, and telephone number, including area
                      code, of agent for service)
                       ________________________
                                   
Approximate date of commencement of proposed sale to the public:   From
time  to  time after the effective date of this Registration Statement,
as determined by market conditions and other factors.
      If  the  only securities being registered on this Form are  being
offered  pursuant  to dividend or interest reinvestment  plans,  please
check the following box. ___
      If any of the securities being registered on this Form are to  be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities  Act  of  1933,  other  than  securities  offered  only   in
connection  with  dividend or interest reinvestment  plans,  check  the
following box. X 
      If  this Form is filed to register additional securities  for  an
offering pursuant to Rule 462(b) under the Securities Act, please check
the  following  box and list the Securities Act registration  statement
number  of  the earlier effective registration statement for  the  same
offering. ___
      If this Form is a post-effective amendment filed pursuant to Rule
462(c)  under the Securities Act, check the following box and list  the
Securities  Act registration statement number of the earlier  effective
registration statement for the same offering.  ___
      If delivery of the prospectus is expected to be made pursuant  to
Rule 434, please check the following box.  ___




      In  June,  1993, Carolina Telephone and Telegraph  Company  filed
Registration  Statement  No.  33-64476 (the "Registration  Statement"),
which  registered  $175,000,000 of the corporation's  Debt  Securities.
$100,000,000 of Debentures were sold in August, 1993.  The  corporation
has  no  plans  to sell additional Debt Securities in the near  future.
Therefore,  the Registration Statement is hereby amended to  deregister
the remaining $75,000,000 of Debt Securities.




                             SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant  certifies that it has reasonable grounds to believe  that
it  meets  all the requirements for filing on Form S-3 and  has  duly
caused  this Amendment to the Registration Statement to be signed  on
its behalf by the undersigned, thereunto duly authorized, in the City
of  Westwood,  State  of Kansas, on the 7th day  of  December,
1998.

                                   CAROLINA TELEPHONE AND
                                   TELEGRAPH COMPANY


                                   By: /s/ Michael B. Fuller
                                       (Michael B. Fuller, President and
                                        Chief Executive Officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Amendment  to  the  Registration Statement has  been  signed  by  the
following persons in the capacities and on the date indicated.

            Name                      Title                    Date
                                                                 
/s/ Michael B. Fuller         President, Chief      )               
(Michael B. Fuller)           Executive             )
                              Officer and Director  )              
                              (Principal Executive  )               
                              Officer)              )
                                                    )              
/s/ Richard D. McRae          Vice President and    )                
(Richard D. McRae)            Director              )  December 7, 1998
                              (Principal Financial  )                
                              Officer)              )
                                                    )              
/s/ John I. Lehman            Controller            )              
(John I. Lehman)              (Principal Accounting )             
                              Officer)              )
                                                    )               
/s/ Don A. Jensen             Director              )              
(Don A. Jensen)                                     )              
                                                    )              
                                                    )