UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~ May 2129, ~~2006~~ 2007

CT COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

North Carolina (State or other jurisdiction of incorporation)


NORTH CAROLINA	0-19179	56-1837282
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

0-19179		56-1837282
1000 PROGRESS PLACE NE P.O. BOX 227 CONCORD, NORTH CAROLINA		28026-0227
(Commission File Number)		(IRS Employer Identification No.)
(Address of principal executive offices)		(Zip Code)

1000 Progress Place NE
P.O. Box 227
Concord, North Carolina		28026-0227
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (704) 722-2500

~~N/A~~Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~13e-4~~13e4(c))

Item 58.0301. ~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year~~ Other Events.

OnProposed ~~December 21,~~Acquisition ~~2006, the Board~~ of ~~Directors of~~ CT Communications, Inc. ~~(“CTC”) adopted Amended and~~ ~~Restated Bylaws. The following provisions of the existing bylaws were amended:~~

•On ~~Section~~May 25, 12007, ~~Article~~CT IICommunications, ~~was~~Inc. ~~amended~~(“CT toCommunications”), ~~permit~~Windstream ~~the~~Corporation (“Windstream”), ~~Board~~and ofWindstream ~~Directors~~Marlin, toInc., ~~select~~a ~~any~~wholly ~~business~~owned ~~day~~subsidiary asof ~~the~~Windstream, ~~annual~~entered ~~meeting~~into an ~~date.~~agreement ~~The~~and ~~existing~~plan ~~provision~~of ~~required~~merger ~~the~~pursuant ~~annual meeting~~ to bewhich ~~held~~Windstream onagreed ~~the~~to ~~fourth~~acquire ~~Thursday~~CT inCommunications for ~~April~~approximately of$585 million, ~~each~~which ~~year.~~includes •the ~~Section~~assumption 1,of ~~Article~~cash II and ~~Section~~debt. 2,Pursuant ~~Article III were amended~~ to ~~establish~~the terms ~~advance~~of ~~notice~~the ~~procedures~~merger ~~for~~agreement, ~~general~~Windstream ~~business~~will ~~matters~~acquire ~~and~~all ~~director~~of ~~nominations.~~CT •Communications’ ~~Section~~outstanding 9,common stock ~~Article~~in IIa ~~was~~cash ~~amended~~merger toat ~~authorize~~a ~~the~~price ~~appointment~~ of ~~proxies~~$31.50 byper ~~electronic~~share or(the ~~telephonic transmission~~“Merger”). •Upon ~~Section~~completion ~~2, Article III was deleted as it was redundant with provisions regarding the classification~~ of the Merger, ~~Board~~CT ofCommunications ~~Directors~~will inbecome ~~the~~a ~~articles~~wholly-owned subsidiary of ~~incorporation~~Windstream. •The ~~Section~~Merger ~~10,~~is expected ~~Article II was amended~~ to ~~specifically~~close ~~authorize~~in the ~~appointment~~second half of ~~inspectors~~2007 ofand ~~election.~~is •subject ~~Section~~to 9certain conditions, ~~Article~~including necessary ~~III~~approvals ~~was~~from ~~amended~~federal toand ~~delete~~state aregulators ~~provision~~and ~~regarding~~ the ~~term~~shareholders of aCT ~~director~~Communications. On ~~appointed~~May 29, to2007, ~~fill~~CT aCommunications ~~vacancy~~issued ~~that~~a ~~was~~press ~~inconsistent~~release ~~with~~announcing ~~North~~the ~~Carolina~~Merger, ~~corporate~~as ~~law~~discussed above. •A ~~Article~~copy V,of ~~Section 5 was added to authorize~~ the ~~Board~~press ofrelease ~~Directors~~is tofiled ~~document~~as ~~electronically~~Exhibit 99.1 ~~actions~~hereto ~~taken~~and byincorporated ~~written~~herein ~~consent~~by reference.

Additional Information and Where to Find It

In connection with the proposed Merger, CT Communications plans to file a proxy statement with the SEC. Investors and security holders of CT Communications are advised to read the proxy statement and any other relevant documents filed with the SEC when they become available because those documents will contain important information about the proposed Merger. The final proxy statement will be mailed to shareholders of CT Communications. Investors and security holders may obtain a free copy of the proxy statement, when it becomes available, and other documents filed by CT Communications with the SEC, at the SEC’s web site at www.sec.gov. Free copies of the proxy statement, when it becomes available, and CT Communications’ other filings with the SEC may also be obtained from CT Communications by directing a request to CT Communications, Inc., 1000 Progress Place, NE, Post Office Box 227, Concord, North Carolina 28026-0227, Attention: David H. Armistead, Corporate Secretary.

CT Communications, Windstream and their respective officers and directors may be deemed to be soliciting proxies from CT Communications’ shareholders in favor of the proposed merger. Information regarding CT Communications’ directors and executive officers is available in CT Communications’ proxy statement for its 2007 annual meeting of shareholders, which was filed with the SEC on March 22, 2007. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3 99.~~2 Amended~~1 Press ~~and~~Release ~~Restated~~dated ~~Bylaws of CT Communications~~May 29, ~~Inc.~~2007

2SIGNATURE

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.

	CT COMMUNICATIONS, INC.
	By:	/s/ Ronald A. Marino
		Ronald A. Marino Chief Accounting Officer
Dated: December 22, 2006
Dated: May 29, 2007

INDEX TO EXHIBITS

Exhibit No.		Description
3.2		Amended and Restated Bylaws of CT Communications, Inc.

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