OPTEL ACQUIRES RESIDENTIAL CABLE OPERATIONS
                    OF PHONOSCOPE IN HOUSTON AND CLEAR LAKE

HOUSTON (October 27, 1997)-OpTel, Inc. and Phonoscope, Ltd. announced today the 
completion of the previously announced sale of Phonoscope's residential cable 
operations in Houston and Clear Lake, along with the associated fiber optic 
network, to OpTel. The acquisition adds approximately 34,000 additional 
residential cable television subscribers to OpTel's existing customer base in 
Houston and the surrounding area.

Phonoscope will remain Houston's leading provider of telecommunications services
and cable TV to area businesses. Phonoscope will continue to operate its 
extensive fiber optic network that encompasses the Greater Houston area. The 
Houston-based company has been providing these services to companies in the 
Houston area since 1953, and currently offers leased fiber networks, video 
conferencing, high speed Internet and intranet systems, distance learning, and 
custom satellite uplinks and downlinks.

OpTel is the leading private provider of cable TV and telephone services to the 
multi-family housing industry in the United States. In Houston, it provides 
cable television, local and long distance telephone and other network services.
OpTel recently commenced operating a central office telephone switch in Houston
and competes directly with the incumbent telephone companies.

Louis Brunel, President and Chief Executive Officer of OpTel, stated, "We are 
very pleased to have concluded this transaction. The purchase significantly 
increases our presence in the important Houston market as we advance our 
telecommunications strategy. The addition of Phonoscope's residential cable 
operations reinforces OpTel's position as the leading private cable operator in 
the country." OpTel now serves more than 1,000 multi-family properties across 
the United States. Units under contract for service are now approximately 
400,000.

Lee Cook, Chairman and founder of Phonoscope, said, "This sale will allow 
Phonoscope to concentrate and focus on the main core of our business, which is 
to revolutionize telecommunications, such as its goal to develop desktop video 
and data communications for financial institutions and the corporate world." Mr.
Cook noted that OpTel, as the private cable industry leader and having a major 
presence in Houston, was the logical buyer for the Phonoscope residential cable 
business.

OpTel is the largest provider of private cable television services to residents 
of multi-dwelling unit ("MDU") developments in the United States and is 
expanding the range of telecommunications services it offers to MDU residents 
principally under long-term contracts with owners of MDU's in nine major cities 
(Houston, Dallas/Fort Worth, San Diego, Phoenix, Chicago, Denver, San Francisco,
Los Angeles and Miami/Ft. Lauderdale). OpTel is majority owned by Le Groupe 
Videotron Ltee, owner of the second largest cable television operator in Canada.

                                     # # #

 
                      Better Connected To The Future(TM)

                                     OPTEL

                             Video . Voice . Data

                    OPTEL COMPLETES PHONOSCOPE ACQUISITION

DALLAS (OCTOBER 28, 1997)-OpTel, the leading private provider of cable TV and 
telephone services to the multi-family housing industry, announced that it 
completed its purchase of the Phonoscope residential cable television and 
associated fiber optic network in the Houston area yesterday. The purchase price
was $36.5 million.

The acquired operations serve approximately 34,000 subscribers.

OpTel now serves more than 1,000 multi family properties across the United 
States. The acquisition increases its units under contract for service to 
approximately 400,000.

The Phonoscope acquisition will increase the range for OpTel's services in 
Houston. OpTel currently provides local and long distance telephone services as 
a shared tenant services operator in six major markets. OpTel recently commenced
operating a central office telephone switch in Houston where it now provides 
local and long distance telephone services as a residential Competitive Local 
Exchange Carrier ("CLEC").

Louis Brunel, President and Chief Executive Officer of OpTel, stated "We are 
very pleased to have concluded this transaction. It reinforces OpTel's position 
as the leading private cable operator in the country and in Houston in 
particular." He noted that OpTel now has a market share of over 45% of the 
multi-dwelling unit ("MDU") properties over 150 units in that city.

OpTel is the largest provider of private cable television services to residents 
of MDU developments in the United States and a leading residential CLEC serving 
MDU residents. The Company provides cable television services and (in certain 
markets) telecommunications services, to MDU residents principally under long 
term contracts with owners of MDU's in nine major cities (Houston, Dallas-Fort 
Worth, San Diego, Phoenix, Chicago, Denver, San Francisco, Los Angeles and Miami
- - Ft. Lauderdale). OpTel is majority owned by Le Groupe Videotron Ltee, owner of
the second largest cable television operator in Canada.

                                     # # #

For further information, please contact:

Richard Alden
Treasurer
214-879-8257