Exhibit 10.9



                                   OPTEL, INC

                         RESTATED INCENTIVE STOCK PLAN

                  (APPROVED BY THE BOARD ON NOVEMBER 12, 1996)


I. Purpose

This Restated Incentive Stock Plan (the "Plan") is intended to attract, retain
and provide incentives to senior executives of the Corporation, and to thereby
increase overall shareholders' value. The Plan generally provides for the
granting of stock options to the eligible participants.

II.   Definitions

      (a) "Award" means stock options (including incentive stock options within
the meaning of Section 422(b) of the Code) as described in or granted under this
Plan.

      (b) "Award Agreement" means a written agreement setting forth the terms
and conditions of each Award made under this Plan.

      (c) "Board" means the Board of Directors of the Corporation.

      (d) "Call" means the Corporation's right to purchase all (but not less
than all) of the Common Stock acquired by a Participant upon the exercise of an
Award at a purchase price per share equal to the Fair Market Value of a share of
Common Stock as of the day on which the Participant's employment or other
relationship is terminated.

      (e) "Change in Control" means:

          (i) Any person (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934 (the "Exchangc Act")) other than Le Groupe
Videotron Ltee or any subsidiary ("GVL") shall have acquired (by any means) the
right (x) through the Beneficial Ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of any voting securities of the Corporation
or (y) by contract, agreement or similar understanding or (z) any combination of
(x) and (y), to elect a majority of the Board; provided that a Change of Control
under this Section (e)(i) shall not be deemed to have occurred unless, and until
the first date that, GVL shall not actually exercise control and a legal right
to manage the day-to-day operations of the Corporation ("Actual Control") or

          (ii) The approval by the stockholders of the Corporation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets









of the Corporation ("Corporate Transaction"); excluding, however, such a
Corporate Transaction pursuant to which (1) all of substantially all of the
individuals and entities who are the Beneficial Owners, respectively, of the
then outstanding common stock ("Outstanding Corporation Common Stock") and of
the then outstanding common stock entitled to vote generally in the election of
Directors ("Outstanding Corporation Voting Securities") immediately prior to
such Corporate Transaction will beneficially own, directly or indirectly, more
than 50% of, respectively, the outstanding common stock, and the combined voting
power of the then outstanding common stock entitled to vote generally in the
election of directors, as the case may be, of the company resulting from such
Corporate Transaction (including, without limitation, a corporation which as a
result of such transaction owns the Corporation or all or substantially all of
the Corporation's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, and (2)
individuals who were immediately prior to the effective date of the Corporate
Transaction members of the Board will constitute at least a majority of the
board of directors of the corporation resulting from such Corporate Transaction;
provided that a Change in Control under this Section (e)(ii) shall not be deemed
to occur unless, and until the first date that, GVL shall not exercise Actual
Control; or

          (iii) The approval by the stockholders of the Corporation of a
complete liquidation or dissolution of the Corporation.

      (f) "Code," means the Internal Revenue Code of 1986, as amended from time
to time.

      (g) "Committee" means the Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board from time to
time to administer this Plan.

      (h) "Common Stock" means the $.01 par value Class A Common Stock of the
Corporation.

      (i) "Corporation" means OpTel, Inc., a Delaware corporation.

      (j) "Director" means a member of the Board.

      (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (l) "Executive" means the Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer, Vice Presidents reporting to the Chief
Executive Officer and Chief Operating Officer, Directors and City General
Managers reporting directly to the Vice Presidents, Chief Executive Officer or
Chief Operating Officer, and other employees specifically designated by the
Committee.

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      (m) "Fair Market Value" means the value determined by the Committee or the
Board and, if shares of Common Stock are listed on a national securities
exchange or traded on the over-the-counter market, the Fair Market Value shall
be the mean of the highest and lowest trading prices or of the high bid and low
asked prices of shares of Common Stock on such exchange, or on the
over-the-counter market as reported by the NASDAQ system of the National
Quotation Bureau, Inc., as the case may be, on the relevant date, and if there
is no trading or bid or asked price on that day, the mean of the highest and
lowest trading or high bid and low asked prices on the most recent day for which
such prices are available preceding such relevant date; provided that the
Committee and the Board acting reasonably may at any time specify some other
definition of Fair Market Value.

      (n) "IPO Date" means the first date on which the Corporation has an
effective registration statement under the Securities Act of 1933, as amended,
covering the sale by the Corporation of its Common Stock.

      (o) "Participant" means an Executive who has been granted an Award under
the Plan.

      (p) "Plan Year" means the fiscal year of the Corporation commencing
September 1 and ending August 31.

      (q) "Put" means a Participant's right to require the Corporation to
purchase all (but not less than all) of the Common Stock acquired by the
Participant upon the exercise of an Award at a purchase price per share equal to
the Fair Market Value of a share of Common Stock as of the day on which the
Participant's employment or other relationship is terminated.

      (r) "Subsidiary" means any corporation or other entity, whether domestic
or foreign, in which the Corporation has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock ownership or otherwise.

III. Eligibility

     Any Executive of the Corporation or Subsidiary selected by the Committee is
eligible to receive an Award pursuant to Section VI hereof

IV.  Plan Administration

      (a) Except as otherwise determined by the Board, the, Plan shall be
administered by the Committee. The Board, or the Committee to the extent
determined by the Board, shall periodically make, determinations with respect to
the participation of Executives in the Plan and, except as otherwise required by
law or this Plan, the terms of Awards granted, including exercisability
schedules, price, option period, post-retirement and termination rights, payment
alternatives such as cash, stock or other means of payment consistent with the
purposes of this Plan, and such other terms and conditions as the Board or the
Committee deems appropriated which shall be contained in an Award Agreement with
respect to a Participant.

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      (b) The Committee shall have authority to interpret and construe the
provisions of the Plan and any Award Agreement and make determinations pursuant
to any Plan provision or Award Agreement which shall be final and binding on all
persons. No member of the Committee shall be liable for any action or
determination made in good faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided in the Corporation's
Certificate of Incorporation, as it may be amended from time to time.

      (c) The Committee shall have the authority at any time to provide for the
conditions and circumstances under which Awards shall be forfeited. The
Committee shall have the authority to accelerate the vesting of any Award and
the time at which any Award becomes exercisable.

V.   Capital Stock Subject to the Provisions of this Plan

      (a) The capital stock subject to the provisions of this Plan shall be
shares of authorized but unissued Common Stock and shares of Common Stock held
as treasury stock. Subject to adjustment in accordance with the provisions of
Section X, and subject to Section V(b) below, the maximum number of shares of
Common Stock that shall be available for grants of Awards under this Plan shall
be 5,177.

      (b) There shall be carried forward and be available for Awards under the
Plan, in addition to shares available for grant under paragraph (a) of this
Section V, all of the following: (i) any unused portion of the limit set forth
in paragraph (a) of this Section V; (ii) shares represented by Awards which are
canceled, forfeited surrendered, terminated, paid in cash or expire unexercised;
and (iii) the excess amount of variable Awards which become fixed at less than
their maximum limitations.

VI.  Awards Under This Plan

     As the Board or Committee may determine, the following types of Awards may
be granted under this Plan on a stand alone, combination or tandem basis:

     (a) Stock Option. An Award which provides a right to buy a specified number
of shares of Common Stock at a fixed exersise price during a specified time.
Unless otherwise specifically provided in an Award Agreement, (i) the exercise
price of each share of Common Stock covered by a stock option shall not be less
than 100% of the Fair Market Value of the Common Stock on the date of the grant
of such stock option and (ii) 25% of the shares covered by the stock option
shall become exerciseable on the second anniversary of its grant and an
additional 25% of such shares shall be exercisable on each of the third, fourth
and fifth anniversary of its grant.

     (b) Incentive Stock Option. An Award which may be granted only to
Executives in the form of a stock option which shall comply with the
requirements of Code

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Section 422 or any successor section as it may be amended from time to time. The
exercise price of any incentive stock option shall not be less than 100% of the
Fair Market Value of the Common Stock on the date of grant of the incentive
stock option Award. Unless otherwise specifically provided in an Award
Agreement, 25% of the shares covered by the incentive stock option shall become
exercisable on the second anniversary of its grant and an additional 25% of such
shares shall become exercisable on each of the third, fourth and fifth
anniversary of its grant. An Executive who owns stock representing 10% of the
voting power or value of all classes of stock of the Corporation or a Subsidiary
shall only be granted an incentive stock option (i) with an exercise price of at
least a 110% of the Fair Market Value of the Common Stock on the date of the
grant of such option and (ii) that expires 5 years from the date of its grant.
Subject to adjustment in accordance with the provisions of Section X, the
aggregate number of shares which may be subject to income stock option Awards
under this Plan shall not exceed the maximum number of shares provided in
paragraph (a) of Section V above. To the extent that Code Section 422 requires
certain provisions to be set forth in a written plan, said provisions are
incorporated herein by this reference.

VII. Award Agreements

     Each Award under the Plan shall be evidenced by an Award Agreement setting
forth the terms and conditions of the Award and executed by the Corporation and
Participant.

VIII. Other Terms and Conditions

     (a) Assignability. Unless provided to the contrary in any Award, no Award
shall be assignable or transferable except by will, by the laws of descent and
distribution and during the lifetime of a Participant, the Award shall be
exercisable only by such Participant. No Award granted under the Plan shall be
subject to execution, attachment or process.

     (b) Termination of Employment or Other Relationship. The Committee shall
determine the disposition of the grant of each Award in the event of the
retirement, disability, death or other termination of a Participant's employment
or other relationship with the Corporation or a Subsidiary.

     (C) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant is the holder of record. No adjustment will be made for dividends or
other rights for which the record date is prior to such date.

     (d) No Obligation to Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.

     (e) Payments by Participants. The Committee may determine that Awards for
which a payment is due from a Participant may be payable: (i) in U.S. dollars by
personal check, bank draft or money order payable to the order of the
Corporation, by money transfers or direct





account debits; (ii) through the delivery or deemed delivery based on
attestation to the ownership of shares of Common Stock with a Fair Market Value
equal to the total payment due from the Participant; (iii) pursuant to a
broker-assisted "cashless exercise" program if established by the Corporation;
(iv) by a combination of the methods described in (i) through (iii) above; or
(v) by such other methods as the Committee may deem appropriate.

      (f) Withholding. Except as otherwise provided by the Committee, the
Participant shall be required to pay the amount of any taxes required to be
withheld prior to the delivery of stock upon the exercise of an Award, or
alternatively, a number of shares the Fair Market Value of which equals the
amount required to be withheld may be deducted from the shares to be delivered
upon the exercise of an Award.

      (g) Put and Call. If after the termination of a Participant's employment
or other relationship with the Corporation or a Subsidiary for any reason, such
Participant shall not then be employed by, or otherwise engaged with, the
Corporation or a Subsidiary, the Corporation and the Participant shall have the
respective rights at any time during the period of 45 days,after the date of
such termination to exercise the Call and Put. The Put and Call may be exercised
only by giving written notice of such exercise within such 45 day period to the
Corporation, in the case of the exercise of the Put, or to the Participant (or
his personal representative, as the case may be), in the case of the exercise of
the Call. The closing of the purchase pursuant to the exercise of the Put or
Call shall take place within 60 days after the notice was given. If neither the
Put nor the Call are exercised, the Common Stock shall remain subject to the
provision of Section VIII(h). The Committee, in its discretion, provide in an
Award Agreement for a longer or shorter exercise period for the Put and/or Call.
The Put and Call shall expire and not be exercisable on or following the IPO
Date.

      (h) Right of First Refusal. Prior to the IPO Date, the holder of Common
Stock received (directly or indirectly) upon the exercise of an Award shall not
transfer or sell any of such Common Stock except pursuant to a bona fide written
offer to purchase such shares for an all cash purchase price payable in full at
closing and only after such shares shall have first been offered to the
Corporation pursuant to this Section VIII(h). The transfer of any Common Stock
in contravention of the provisions of this Section VIII(h) shall be null and
void, and the transferee of such Common Stock shall not be entitled to any
voting, dividend or other rights with respect to such Common Stock. If prior to
the IPO Date, a holder of Common Stock desires to sell any or all of his Common
Stock which, other than as a result of the provisions of this Section, would be
transferable, pursuant to a bona fide written offer from a third party to
purchase such Common Stock for a cash purchase price payable in full at closing,
then the selling holder shall give notice to the Corporation stating the terms
of the third party offer. For a period of 60 days after such notice has been
given to the Corporation, the Corporation shall have the option to purchase all
(but not less than all) of the Common Stock subject to the third party offer at
the price per share set forth in the third party offer. The Corporation's option
may be exercised only by notice of such exercise to the selling holder within
such 60-day period. The closing of the purchase pursuant to the exercise of the
Corporation's option shall take place within 60 days after the notice was given.


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      (i) Restrictions on Sale and Exercise. With respect to officers and
directors for purposes of Section 16 of the Exchange Act, and if required to
comply with rules promulgated thereunder, Common Stock acquired pursuant to the
exercise of an Award may not be sold for at least six months from the grant of
the Award.

      (j) Maximum Awards. Subject to adjustment in accordance with the
provisions of Section X, the maximum number of shares of Common Stock that may
be issued to any single Participant pursuant to Awards over the life of this
Plan is 1,000.

      (k) Change in Control. In the event of a Change in Control, all Awards
shall vest, become immediately exercisable and/or cease to be subject to any
risk of forfeiture, as the case may be.

      (l) Additional Restrictions. The Committee may include provisions in an
Award Agreement which would limit the right of a Participant with respect to an
Award in the event that the Participant conducts himself in a manner adversely
affecting the Company or engages in other activities proscribed in the Award
Agreement.

IX.   Termination, Modification and Amendments

      (a) The Plan may from time to time be terminated, modified or amended by
the affirmative vote of the holders of a majority of the outstanding shares of
the capital stock of the Corporation present or represented and entitled to vote
at a duly held stockholders meeting.

      (b) The Board may at any time terminate the Plan or from time to time make
such modifications or amendments of the Plan as it may deem advisable; provided,
however, that the Board shall not make any material amendments to the Plan which
require stockholder approval under applicable law, rule or regulation unless the
same shall be approved by the requisite vote of the Corporation's stockholders.

      (c) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by an Award without the consent of the recipient
thereof.

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X.    Recapitalization

      The aggregate number of shares of Common Stock as to which Awards may be
granted to Participants, the number of shares thereof covered by each
outstanding Award, and the price per share thereof in each such Award, shall all
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or other capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of consideration
by the Corporation, or other change in corporate or capital structure; provided,
however, that any fractional shares resulting from any such adjustment shall be
eliminated. The Committee may also make the foregoing changes and any other
changes, including changes in the classes of securities available, to the extent
it is deemed necessary or desirable to preserve the intended benefits of the
Plan for the Corporation and the Participants in the event of any other
reorganization, recapitalization, merger, consolidation, spin-off, extraordinary
dividend or other distribution or similar transaction.


XI.   No Right to Employment

      No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of, or in the other relationship with, the Corporation or
a Subsidiary. Further, the Corporation and each Subsidiary expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan, except as provided herein or in any Award Agreement issued
hereunder.

XII.  Governing Law

      To the extent that federal laws do not otherwise control, the Plan shall
be construed in accordance with and governed by the laws of the State of Texas.

XIII. Savings Clause

      This Plan is intended to comply in all aspects with applicable laws and
regulations, including, with respect to those Executives who are officers or
directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 under the
Exchange Act. In case any one more of the provisions of this Plan shall be held
invalid, illegal or unenforceable in any respect under applicable law and
regulation (including Rule 16b-3), the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and the invalid, illegal or unenforceable provision shall be deemed null and
void; however, to the extent permissible by law, any provision which could be
deemed null and void shall first be construed, interpreted or revised
retroactively to permit this Plan to be construed in compliance with all
applicable laws (including Rule 16b-3) so as to foster the intent of this Plan.





XIV.  Effective Date and Term

      The Plan shall become effective upon adoption by the Board, subject to
approval of the Plan by the affirmative vote of the holders of a majority of the
outstanding shares of the capital stock of the Company entitled to vote thereon
within one year following adoption of the Plan by the Board. All Awards granted
prior to such approval by the stockholders shall be subject to such approval and
shall not be exercisable and/or transferable prior thereto. In the event such
approval is not obtained within such one-year period the Plan and all Awards
granted thereunder shall be null and void. The Plan shall terminate on the
tenth anniversary of the date on which it becomes effective. No Award shall be
granted after the termination of the Plan.

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