8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             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): September 17, 1999

                                   OPTEL, INC.
                                   -----------
             (Exact name of registrant as specified in its charter)

            Delaware                                   95-4495524
- ---------------------------------           -------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification
of incorporation or organization)                       Number)

                                    333-24881
                                    ---------
                            (Commission File Number)

      1111 West Mockingbird Lane, Suite 1000, Dallas, Texas 75247
     ---------------------------------------------------------------
     (Address of principal executive offices)             (Zip Code)






Registrant's telephone number, including area code: (214) 634-3800




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ITEM 5.       OTHER MATERIALLY IMPORTANT EVENTS

              On September 17, 1999, the Registrant issued the press release
attached hereto as Exhibit "A" announcing that Registrant has obtained a
one-year $40 million working capital credit facility.

ITEM 7.       EXHIBITS

              Press Release, dated September 17, 1999.



                                       -2-
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                                    SIGNATURE

              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 thereunto duly authorized.

Date:         September 17, 1999

                                 OpTel, Inc.
                                 -----------
                                 (Registrant)


                                 By:  /s/ MICHAEL E. KATZENSTEIN
                                     -------------------------------
                                     Name:   Michael E. Katzenstein
                                     Title:  Vice President and General Counsel




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                                  EXHIBIT INDEX





Exhibit
  No.          Description                                     Page No.
- -------        -----------                                     --------

                                                         
20             Press Release, dated September 17, 1999            5

EX-20

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FOR IMMEDIATE RELEASE:

OPTEL, INC. ANNOUNCES $40 MILLION CREDIT FACILITY

DALLAS, Texas (September 17, 1999): OpTel, Inc. announced today that it has
obtained a one-year revolving working capital credit facility from the Toronto
Dominion Bank and the Bank of Nova Scotia in the amount of up to $40 million.
The credit facility is secured by substantially all assets of OpTel and its
subsidiaries and is guaranteed by its controlling stockholder, Le Groupe
Videotron ltee ("GVL"), and by certain other subsidiaries of GVL. OpTel's
ability to draw on the facility may be limited by its other debt instruments.
OpTel requires and continues to explore the availability of more permanent
financing.

OpTel is a leading network-based provider of integrated communications services,
including local and long distance telephone, cable television and high-speed
Internet access services, to residents of multiple-dwelling units in the United
States. OpTel currently provides cable television and telecommunications
services in a number of metropolitan areas including Los Angeles, San Diego, San
Francisco, Phoenix, Denver, Houston, Dallas-Fort Worth, Chicago, Indianapolis,
Atlanta, Miami-Fort Lauderdale and Orlando-Tampa. OpTel is 70.1%-owned by Le
Groupe Videotron ltee, a Canadian holding company with controlling interests in
companies engaged in cable distribution, telecommunications and broadcasting.

The statements contained in this release which are not historical facts are
forward-looking statements. Actual events may differ materially from those
anticipated in any forward-looking statements as a result of certain risks and
uncertainties, including, without limitation, the competition for the company's
service offerings, ability to raise additional capital and other risks and
uncertainties detailed in the company's Securities and Exchange Commission
filings.

For further information, please contact:
Benoit Deschamps: (214) 634-3800