<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2000

                                                  REGISTRATION NO. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Z-TEL TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                     DELAWARE                             59-3501119
           (State or Other Jurisdiction                 (I.R.S. Employer
         of Incorporation or Organization)           Identification Number)

                  601 SOUTH HARBOUR ISLAND BOULEVARD, SUITE 220
                              TAMPA, FLORIDA 33602
                    (Address of Principal Executive Offices)

                       THE 1998 EQUITY PARTICIPATION PLAN
                                       OF
                            Z-TEL TECHNOLOGIES, INC.
                            (Full Title of the Plan)

                                JEFFREY H. KUPOR
                                 GENERAL COUNSEL
                            Z-TEL TECHNOLOGIES, INC.
                  601 SOUTH HARBOUR ISLAND BOULEVARD, SUITE 220
                              TAMPA, FLORIDA 33602
                                 (813) 273-6261
           (Name, Address, and Telephone Number of Agent For Service)


<TABLE>
<CAPTION>

                                            CALCULATION OF REGISTRATION FEE
============================ ================= =============================== ============================== ==============
                                                                                                                AMOUNT OF
 TITLE OF SECURITIES TO BE     AMOUNT TO BE      PROPOSED MAXIMUM OFFERING      PROPOSED MAXIMUM AGGREGATE    REGISTRATION
        REGISTERED              REGISTERED          PRICE PER SHARE (1)             OFFERING PRICE (1)             FEE
---------------------------- ----------------- ------------------------------- ------------------------------ --------------
<S>                           <C>                <C>                           <C>                    <C>
Common Stock, par value
$0.01 per share (the          8,250,000 (2)              $11.9375                      $98,484,375             $25,999.875
"Common Stock")
============================ ================= =============================== ============================== ==============
</TABLE>

         (1) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(h), the proposed maximum offering price per share is
estimated based on the average of the high and low sales prices of the
registrant's Common Stock on the Nasdaq National Market on July 13, 2000.

         (2) Together with an indeterminate additional number of shares which
may be issuable pursuant to the anti-dilution provisions of The 1998 Equity
Participation Plan of Z-Tel Technologies, Inc.


<PAGE>   2



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

              Not required to be filed with the Securities and Exchange
Commission (the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

              Not required to be filed with the Commission.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

              The following documents filed with the Commission by Z-Tel
     Technologies, Inc. (the "Company") are incorporated herein by reference as
     of their respective dates:

              (a) The Company's Annual Report on Form 10-K (Commission file No.
     000-28467) for the year ended December 31, 1999, as filed with the
     Commission on March 28, 2000.

              (b) The Company's Quarterly Report on Form 10-Q (Commission file
     No. 000-28467) for the three months ended March 31, 2000, as filed with the
     Commission on May 12, 2000.

              (c) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
     the end of the fiscal year covered by the registrant document referred to
     in (a) above.

              (d) The description of the Company's Common Stock contained in the
     Company's Registration Statement on Form 8-A (Commission File No. 0-28467),
     as filed with the Commission on December 10, 1999.

              All documents subsequently filed by the Company with the
     Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act after the date hereof and prior to the filing of a post-effective
     amendment which indicates that all securities offered have been sold or
     deregisters all securities then remaining unsold, shall be deemed to be
     incorporated by reference and to be part hereof from the date of filing
     such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

              Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

              Not applicable.





                                       2
<PAGE>   3



ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

              The Company is a Delaware corporation. Section 145 of the General
     Corporation Law of the State of Delaware (the "GCL") provides that a
     Delaware corporation has the power to indemnify its officers and directors
     in certain circumstances. The Company's Amended and Restated Certificate of
     Incorporation and Amended and Restated Bylaws provide for such
     indemnification by the Company to the fullest extent permitted by the GCL.
     In addition, the Company has agreed to indemnify its directors and
     executive officers to the fullest extent permitted by the GCL. The Company
     has also agreed that, in the event the Company is not able to indemnify its
     directors and executive officers (other than for circumstances under which
     such persons are not entitled to indemnification by the Company), the
     Company shall contribute to the amount of expenses (including attorneys'
     fees), judgments, fines and settlement amounts paid or to be paid by any of
     its directors or executive officers if the Company and such person are
     jointly liable.

              Subsection (a) of Section 145 of the GCL empowers a corporation to
     indemnify any director or officer, or former director or officer, who was
     or is a party or is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the corporation), against expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement actually and reasonably incurred in
     connection with such action, suit or proceeding provided that such director
     or officer acted in good faith in a manner reasonably believed to be in or
     not opposed to the best interests of the corporation, and, with respect to
     any criminal action or proceeding, provided that such director or officer
     had not reasonable cause to believe his or her conduct was unlawful.

              Subsection (b) of Section 145 empowers a corporation to indemnify
     any director or officer, or former director or officer, who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action or suit by or in the right of the corporation to procure a
     judgment in its favor by reason of the fact that such person acted in any
     of the capacities set forth above, against expenses (including attorneys'
     fees) actually and reasonably incurred in connection with the defense or
     settlement of such action or suit provided that such director or officer
     acted in good faith and in a manner reasonably believed to be in or not
     opposed to the best interests of the corporation, except that no
     indemnification may be made in respect to any claim, issue or matter as to
     which such director or officer shall have been adjudged to be liable to the
     corporation unless and only to the extent that the Court of Chancery or the
     court in which such action was brought shall determine that despite the
     adjudication of liability such director or officer is fairly and reasonably
     entitled to indemnity for such expenses which the court shall deem proper.

              Section 145 further provides that to the extent a director or
     officer of a corporation has been successful in the defense of any action,
     suit or proceeding referred to in subsections (a) and (b) or in the defense
     of any claim, issue or matter therein, he or she shall be indemnified
     against expenses (including attorneys' fees) actually and reasonably
     incurred by him or her in connection therewith; that indemnification
     provided for by Section 145 shall not be deemed exclusive of any other
     rights to which the indemnified party may be entitled; and empowers the
     corporation to purchase and maintain insurance on behalf of a director or
     officer of the corporation against any liability asserted against him or



                                       3
<PAGE>   4



     her or incurred by him or her in any such capacity or arising out of his or
     her status as such whether or not the corporation would have the power to
     indemnify him or her against such liabilities under Section 145.

         The Company has in effect insurance policies in the amount of
$5,000,000 for general officer's and directors' liability insurance covering
aggregate losses of the Company's directors and officers in certain
circumstances where by law they may not be indemnified by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933, as amended (the "Securities Act");

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase of decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

                           provided, however, that subparagraphs (a)(1)(i) and
                           (a)(1(ii) do not apply if the registration statement
                           is on Form S-3, Form S-8 or Form F-3, and the
                           information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished





                                       4
<PAGE>   5


                           to the Commission by the registrant pursuant to
                           Section 13 or 15(d) of the Exchange Act that are
                           incorporated by reference in the registration
                           statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration, by means of a
                           post-effective amendment, any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the registrant of expenses incurred
                  or paid by a director, officer or controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.




                                       5
<PAGE>   6


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on the Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on this 12th day of June,
2000.

                                       Z-TEL TECHNOLOGIES, INC.

                                       /s/ D. GREGORY SMITH
                                       ----------------------------------------
                                       D. Gregory Smith
                                       President, Chief Executive Officer,
                                       Chairman of the Board and Director

        KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Z-Tel Technologies, Inc., for himself and not for one another, does
hereby constitute and appoint D. Gregory Smith, Mark H. Johnson, and Jeffrey H.
Kupor, and each of them, a true and lawful attorney in his name, place and
stead, in any and all capacities, to sign his name to any and all amendments,
including post-effective amendments, to this registration statement, with
respect to the proposed issuance, sale and delivery of shares of its Common
Stock, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for himself hereby ratifies
and confirms all that said attorneys or any one of them shall lawfully do or
cause to be done by virtue hereof.



                                       6
<PAGE>   7


        Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>


      SIGNATURE                                TITLE                                    DATE
      ---------                                -----                                   ------

<S>                               <C>                                               <C>
/s/ D. GREGORY SMITH              President, Chief Executive Officer,               June 12, 2000
---------------------------       Chairman of the Board, and Director
D. Gregory Smith                  (Principal executive officer)


/s/ JOHN M. HUTCHENS              Chief Financial Officer (Principal                June 12, 2000
---------------------------       financial and accounting officer)
John M. Hutchens


/s/ LAURENCE S. GRAFSTEIN         Director                                          June 12, 2000
---------------------------
Laurence S. Grafstein


/s/ JEFFREY A. BOWDEN             Director                                          June 12, 2000
---------------------------
Jeffrey A. Bowden


/s/ EDWARD J. MAYER               Director                                          June 12, 2000
---------------------------
Edward J. Mayer


/s/ BUFORD H. ORTALE              Director                                          June 12, 2000
---------------------------
Buford H. Ortale


</TABLE>






                                       7
<PAGE>   8





                                 EXHIBIT INDEX


EXHIBIT
NUMBER                     DESCRIPTION
------                     -----------

4.1        Amended and Restated Certificate of Incorporation, as amended.

4.2        Amended and Restated By-laws. Incorporated by reference to Exhibit
           3.2 to Amendment No. 1 to the Company's Registration Statement on
           Form S-1 filed with the Commission November 22, 1999 (SEC File No.
           333-89063).

5          Opinion of Counsel.

23         Consent of PricewaterhouseCoopers LLP.

24         Powers of Attorney (contained on signature page).



                                       8
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "Z-TEL TECHNOLOGIES, INC.", "secsgml_size_bytes": 21010}]
{"company-data": {"conformed-name": "Z TEL TECHNOLOGIES INC", "cik": "0001096509", "assigned-sic": "4813", "irs-number": "593501119", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41668", "film-number": "674821"}, "business-address": {"street1": "601 S. HARBOUR ISLAND BLVD", "street2": "SUITE 220", "city": "TAMPA", "state": "FL", "zip": "33602", "phone": "8132736261"}, "mail-address": {"street1": "601 S. HARBOUR ISLAND BLVD", "street2": "SUITE 220", "city": "TAMPA", "state": "FL", "zip": "33602"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2000

                                                  REGISTRATION NO. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Z-TEL TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                     DELAWARE                             59-3501119
           (State or Other Jurisdiction                 (I.R.S. Employer
         of Incorporation or Organization)           Identification Number)

                  601 SOUTH HARBOUR ISLAND BOULEVARD, SUITE 220
                              TAMPA, FLORIDA 33602
                    (Address of Principal Executive Offices)

                       THE 1998 EQUITY PARTICIPATION PLAN
                                       OF
                            Z-TEL TECHNOLOGIES, INC.
                            (Full Title of the Plan)

                                JEFFREY H. KUPOR
                                 GENERAL COUNSEL
                            Z-TEL TECHNOLOGIES, INC.
                  601 SOUTH HARBOUR ISLAND BOULEVARD, SUITE 220
                              TAMPA, FLORIDA 33602
                                 (813) 273-6261
           (Name, Address, and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
============================ ================= =============================== ============================== ==============
                                                                                                                AMOUNT OF
 TITLE OF SECURITIES TO BE     AMOUNT TO BE      PROPOSED MAXIMUM OFFERING      PROPOSED MAXIMUM AGGREGATE    REGISTRATION
        REGISTERED              REGISTERED          PRICE PER SHARE (1)             OFFERING PRICE (1)             FEE
---------------------------- ----------------- ------------------------------- ------------------------------ --------------
Common Stock, par value
$0.01 per share (the          8,250,000 (2)              $11.9375                      $98,484,375             $25,999.875
"Common Stock")
============================ ================= =============================== ============================== ==============
(1) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(h), the proposed maximum offering price per share is
estimated based on the average of the high and low sales prices of the
registrant's Common Stock on the Nasdaq National Market on July 13, 2000.

         (2) Together with an indeterminate additional number of shares which
may be issuable pursuant to the anti-dilution provisions of The 1998 Equity
Participation Plan of Z-Tel Technologies, Inc.
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

              Not required to be filed with the Securities and Exchange
Commission (the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

              Not required to be filed with the Commission.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

              The following documents filed with the Commission by Z-Tel
     Technologies, Inc. (the "Company") are incorporated herein by reference as
     of their respective dates:

              (a) The Company's Annual Report on Form 10-K (Commission file No.
     000-28467) for the year ended December 31, 1999, as filed with the
     Commission on March 28, 2000.

              (b) The Company's Quarterly Report on Form 10-Q (Commission file
     No. 000-28467) for the three months ended March 31, 2000, as filed with the
     Commission on May 12, 2000.

              (c) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
     the end of the fiscal year covered by the registrant document referred to
     in (a) above.

              (d) The description of the Company's Common Stock contained in the
     Company's Registration Statement on Form 8-A (Commission File No. 0-28467),
     as filed with the Commission on December 10, 1999.

              All documents subsequently filed by the Company with the
     Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act after the date hereof and prior to the filing of a post-effective
     amendment which indicates that all securities offered have been sold or
     deregisters all securities then remaining unsold, shall be deemed to be
     incorporated by reference and to be part hereof from the date of filing
     such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

              Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

                                       2
3

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

              The Company is a Delaware corporation. Section 145 of the General
     Corporation Law of the State of Delaware (the "GCL") provides that a
     Delaware corporation has the power to indemnify its officers and directors
     in certain circumstances. The Company's Amended and Restated Certificate of
     Incorporation and Amended and Restated Bylaws provide for such
     indemnification by the Company to the fullest extent permitted by the GCL.
     In addition, the Company has agreed to indemnify its directors and
     executive officers to the fullest extent permitted by the GCL. The Company
     has also agreed that, in the event the Company is not able to indemnify its
     directors and executive officers (other than for circumstances under which
     such persons are not entitled to indemnification by the Company), the
     Company shall contribute to the amount of expenses (including attorneys'
     fees), judgments, fines and settlement amounts paid or to be paid by any of
     its directors or executive officers if the Company and such person are
     jointly liable.

              Subsection (a) of Section 145 of the GCL empowers a corporation to
     indemnify any director or officer, or former director or officer, who was
     or is a party or is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the corporation), against expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement actually and reasonably incurred in
     connection with such action, suit or proceeding provided that such director
     or officer acted in good faith in a manner reasonably believed to be in or
     not opposed to the best interests of the corporation, and, with respect to
     any criminal action or proceeding, provided that such director or officer
     had not reasonable cause to believe his or her conduct was unlawful.

              Subsection (b) of Section 145 empowers a corporation to indemnify
     any director or officer, or former director or officer, who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action or suit by or in the right of the corporation to procure a
     judgment in its favor by reason of the fact that such person acted in any
     of the capacities set forth above, against expenses (including attorneys'
     fees) actually and reasonably incurred in connection with the defense or
     settlement of such action or suit provided that such director or officer
     acted in good faith and in a manner reasonably believed to be in or not
     opposed to the best interests of the corporation, except that no
     indemnification may be made in respect to any claim, issue or matter as to
     which such director or officer shall have been adjudged to be liable to the
     corporation unless and only to the extent that the Court of Chancery or the
     court in which such action was brought shall determine that despite the
     adjudication of liability such director or officer is fairly and reasonably
     entitled to indemnity for such expenses which the court shall deem proper.

              Section 145 further provides that to the extent a director or
     officer of a corporation has been successful in the defense of any action,
     suit or proceeding referred to in subsections (a) and (b) or in the defense
     of any claim, issue or matter therein, he or she shall be indemnified
     against expenses (including attorneys' fees) actually and reasonably
     incurred by him or her in connection therewith; that indemnification
     provided for by Section 145 shall not be deemed exclusive of any other
     rights to which the indemnified party may be entitled; and empowers the
     corporation to purchase and maintain insurance on behalf of a director or
     officer of the corporation against any liability asserted against him or

                                       3
4

     her or incurred by him or her in any such capacity or arising out of his or
     her status as such whether or not the corporation would have the power to
     indemnify him or her against such liabilities under Section 145.

         The Company has in effect insurance policies in the amount of
$5,000,000 for general officer's and directors' liability insurance covering
aggregate losses of the Company's directors and officers in certain
circumstances where by law they may not be indemnified by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933, as amended (the "Securities Act");

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase of decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

                           provided, however, that subparagraphs (a)(1)(i) and
                           (a)(1(ii) do not apply if the registration statement
                           is on Form S-3, Form S-8 or Form F-3, and the
                           information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished

                                       4
5

                           to the Commission by the registrant pursuant to
                           Section 13 or 15(d) of the Exchange Act that are
                           incorporated by reference in the registration
                           statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration, by means of a
                           post-effective amendment, any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the registrant of expenses incurred
                  or paid by a director, officer or controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.

                                       5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on the Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on this 12th day of June,
2000.

                                       Z-TEL TECHNOLOGIES, INC.

                                       /s/ D. GREGORY SMITH
                                       ----------------------------------------
                                       D. Gregory Smith
                                       President, Chief Executive Officer,
                                       Chairman of the Board and Director

        KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Z-Tel Technologies, Inc., for himself and not for one another, does
hereby constitute and appoint D. Gregory Smith, Mark H. Johnson, and Jeffrey H.
Kupor, and each of them, a true and lawful attorney in his name, place and
stead, in any and all capacities, to sign his name to any and all amendments,
including post-effective amendments, to this registration statement, with
respect to the proposed issuance, sale and delivery of shares of its Common
Stock, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for himself hereby ratifies
and confirms all that said attorneys or any one of them shall lawfully do or
cause to be done by virtue hereof.

                                       6
7

        Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                                TITLE                                    DATE
      ---------                                -----                                   ------
/s/ D. GREGORY SMITH              President, Chief Executive Officer,               June 12, 2000
---------------------------       Chairman of the Board, and Director
D. Gregory Smith                  (Principal executive officer)

/s/ JOHN M. HUTCHENS              Chief Financial Officer (Principal                June 12, 2000
---------------------------       financial and accounting officer)
John M. Hutchens

/s/ LAURENCE S. GRAFSTEIN         Director                                          June 12, 2000
---------------------------
Laurence S. Grafstein

/s/ JEFFREY A. BOWDEN             Director                                          June 12, 2000
---------------------------
Jeffrey A. Bowden

/s/ EDWARD J. MAYER               Director                                          June 12, 2000
---------------------------
Edward J. Mayer

/s/ BUFORD H. ORTALE              Director                                          June 12, 2000
---------------------------
Buford H. Ortale
7
8

                                 EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION
------                     -----------

4.1        Amended and Restated Certificate of Incorporation, as amended.

4.2        Amended and Restated By-laws. Incorporated by reference to Exhibit
           3.2 to Amendment No. 1 to the Company's Registration Statement on
           Form S-1 filed with the Commission November 22, 1999 (SEC File No.
           333-89063).

5          Opinion of Counsel.

23         Consent of PricewaterhouseCoopers LLP.

24         Powers of Attorney (contained on signature page).

                                       8