<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2001
                                                  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 2000 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

<TABLE>
<CAPTION>
============================ ================= =============================== ============================== ==============

                                                                                                                 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
"Common Stock")               4,025,254 (2)                $ 1.54                      $ 6,178,764.89             $ 1,476.72
============================ ================= =============================== ============================== ==============
</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 December 3,
2001.

         (2)      Together with an indeterminate additional number of shares
which may be issuable pursuant to the anti-dilution provisions of The 2000
Equity Participation Plan of Z-Tel Technologies, Inc.

<PAGE>


                                     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 us are
         incorporated herein by reference as of their respective dates:

         -        our Annual Report on Form 10-K for the year ended December 31,
                  2000, as filed March 30, 2001;

         -        our Quarterly Report on Form 10-Q for the three months ended
                  March 31, 2001, as filed May 14, 2001;

         -        our Quarterly Report on Form 10-Q for the three months ended
                  June 30, 2001, as filed August 13, 2001;

         -        our Quarterly Report on Form 10-Q for the three months ended
                  September 30, 2001, as filed November 13, 2001;

         -        the description of our common stock contained in our Form 8-A
                  filed on December 10, 1999, which in turn incorporated by
                  reference the description of our common stock contained in our
                  Form S-1 filed on October 14, 1999 and amended on November 22,
                  1999, December 10, 1999, and December 14, 1999; and

         -        the description of our common share purchase rights contained
                  in our Form 8-A filed on February 21, 2001 and amended March
                  13, 2001.

                  All documents subsequently filed by us 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.


                                        2
<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

                  The validity of the securities that may be offered under The
         2000 Equity Participation Plan will be passed upon for us by Jeffrey H.
         Kupor, General Counsel of the Company. As of December 4, 2001, Mr.
         Kupor owned 650 shares of our Common Stock and held options to purchase
         255,000 shares of our Common Stock (of which 65,415 shares are
         presently exercisable or become exercisable within the next 60 days)
         pursuant to The 2000 Equity Participation Plan.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

                  We are 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. Our Amended and Restated
         Certificate of Incorporation and Amended and Restated Bylaws provide
         for such indemnification to the fullest extent permitted by the GCL. In
         addition, we have agreed to indemnify our directors and executive
         officers to the fullest extent permitted by the GCL. We also have
         agreed that, in the event we are not able to indemnify our directors
         and executive officers (other than for circumstances under which such
         persons are not entitled to indemnification), we shall contribute to
         the amount of expenses (including attorneys' fees), judgments, fines
         and settlement amounts paid or to be paid by any of our directors or
         executive officers we 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


                                       3
<PAGE>

         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 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.

                  The Company has entered into indemnification agreements with
         each of its directors and executive officers. In general, the
         indemnification agreements provide that the Company shall indemnify
         such officer or director from any and all expenses in any proceeding or
         threatened proceeding by reason of the fact that such officer or
         director is an officer or director of the Company or anything done or
         not done by such officer or director while serving as such. Amounts
         required to be paid by the Company include attorneys' fees, fines,
         judgments, interest and amounts paid in settlement. In addition, the
         agreements generally require the Company to advance expenses to the
         officer or director.

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


                                       4
<PAGE>

                                    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
                           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>


                                   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 4th day of
December, 2001.

                                 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, Horace J. Davis, III, and N.
Dumas Garrett, 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>

        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                    December  3, 2001
---------------------------           Officer, Chairman of the
D. Gregory Smith                      Board, and Director (Principal
                                      executive officer)


/s/ Horace J. Davis, III              Chief Financial Officer                       December  4, 2001
----------------------------          (Principal financial and
Horace J. Davis, III                   accounting officer)


/s/ Charles W. McDonough              Director                                      December  3, 2001
----------------------------
Charles W. McDonough


/s/ Mark S. Feighner                  Director                                      December  3,2001
----------------------------
Mark S. Feighner


/s/ Lawrence C. Tucker                Director                                      December  4,2001
----------------------------
Lawrence C. Tucker


/s/ Jeffrey A. Bowden                 Director                                      December  4, 2001
----------------------------
Jeffrey A. Bowden


/s/ Andrew C. Cowen                   Director                                      December  4, 2001
----------------------------
Andrew C. Cowen


/s/ John K. Aurell                    Director                                      December  3, 2001
----------------------------
John K. Aurell


/s/ Charles D. Hyman                  Director                                      December  4, 2001
----------------------------
Charles D. Hyman
</TABLE>


                                       7
<PAGE>

EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                     DESCRIPTION
------                     -----------
<S>               <C>

4.1               Amended and Restated Certificate of Incorporation, as amended.
                  Incorporated by reference to Exhibit 3.1 to the Registrant's
                  Quarterly Report on Form 10-Q, filed on August 13, 2001.

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 (Commission file No. 333-89063).

5                 Opinion of Counsel.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Jeffery H. Kupor (included in Exhibit 5).

24                Powers of Attorney (contained on signature page).
</TABLE>
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{"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": "333-74554", "film-number": "1806540"}, "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"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2001
                                                  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 2000 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
"Common Stock")               4,025,254 (2)                $ 1.54                      $ 6,178,764.89             $ 1,476.72
============================ ================= =============================== ============================== ==============
(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 December 3,
2001.

         (2)      Together with an indeterminate additional number of shares
which may be issuable pursuant to the anti-dilution provisions of The 2000
Equity Participation Plan of Z-Tel Technologies, Inc.
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 us are
         incorporated herein by reference as of their respective dates:

         -        our Annual Report on Form 10-K for the year ended December 31,
                  2000, as filed March 30, 2001;

         -        our Quarterly Report on Form 10-Q for the three months ended
                  March 31, 2001, as filed May 14, 2001;

         -        our Quarterly Report on Form 10-Q for the three months ended
                  June 30, 2001, as filed August 13, 2001;

         -        our Quarterly Report on Form 10-Q for the three months ended
                  September 30, 2001, as filed November 13, 2001;

         -        the description of our common stock contained in our Form 8-A
                  filed on December 10, 1999, which in turn incorporated by
                  reference the description of our common stock contained in our
                  Form S-1 filed on October 14, 1999 and amended on November 22,
                  1999, December 10, 1999, and December 14, 1999; and

         -        the description of our common share purchase rights contained
                  in our Form 8-A filed on February 21, 2001 and amended March
                  13, 2001.

                  All documents subsequently filed by us 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.

                                        2
ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

                  The validity of the securities that may be offered under The
         2000 Equity Participation Plan will be passed upon for us by Jeffrey H.
         Kupor, General Counsel of the Company. As of December 4, 2001, Mr.
         Kupor owned 650 shares of our Common Stock and held options to purchase
         255,000 shares of our Common Stock (of which 65,415 shares are
         presently exercisable or become exercisable within the next 60 days)
         pursuant to The 2000 Equity Participation Plan.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

                  We are 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. Our Amended and Restated
         Certificate of Incorporation and Amended and Restated Bylaws provide
         for such indemnification to the fullest extent permitted by the GCL. In
         addition, we have agreed to indemnify our directors and executive
         officers to the fullest extent permitted by the GCL. We also have
         agreed that, in the event we are not able to indemnify our directors
         and executive officers (other than for circumstances under which such
         persons are not entitled to indemnification), we shall contribute to
         the amount of expenses (including attorneys' fees), judgments, fines
         and settlement amounts paid or to be paid by any of our directors or
         executive officers we 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

                                       3
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 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.

                  The Company has entered into indemnification agreements with
         each of its directors and executive officers. In general, the
         indemnification agreements provide that the Company shall indemnify
         such officer or director from any and all expenses in any proceeding or
         threatened proceeding by reason of the fact that such officer or
         director is an officer or director of the Company or anything done or
         not done by such officer or director while serving as such. Amounts
         required to be paid by the Company include attorneys' fees, fines,
         judgments, interest and amounts paid in settlement. In addition, the
         agreements generally require the Company to advance expenses to the
         officer or director.

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

                                       4
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
                           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
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 4th day of
December, 2001.

                                 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, Horace J. Davis, III, and N.
Dumas Garrett, 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
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                    December  3, 2001
---------------------------           Officer, Chairman of the
D. Gregory Smith                      Board, and Director (Principal
                                      executive officer)

/s/ Horace J. Davis, III              Chief Financial Officer                       December  4, 2001
----------------------------          (Principal financial and
Horace J. Davis, III                   accounting officer)

/s/ Charles W. McDonough              Director                                      December  3, 2001
----------------------------
Charles W. McDonough

/s/ Mark S. Feighner                  Director                                      December  3,2001
----------------------------
Mark S. Feighner

/s/ Lawrence C. Tucker                Director                                      December  4,2001
----------------------------
Lawrence C. Tucker

/s/ Jeffrey A. Bowden                 Director                                      December  4, 2001
----------------------------
Jeffrey A. Bowden

/s/ Andrew C. Cowen                   Director                                      December  4, 2001
----------------------------
Andrew C. Cowen

/s/ John K. Aurell                    Director                                      December  3, 2001
----------------------------
John K. Aurell

/s/ Charles D. Hyman                  Director                                      December  4, 2001
----------------------------
Charles D. Hyman
7
EXHIBIT INDEX
EXHIBIT
NUMBER                     DESCRIPTION
------                     -----------
4.1               Amended and Restated Certificate of Incorporation, as amended.
                  Incorporated by reference to Exhibit 3.1 to the Registrant's
                  Quarterly Report on Form 10-Q, filed on August 13, 2001.

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 (Commission file No. 333-89063).

5                 Opinion of Counsel.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Jeffery H. Kupor (included in Exhibit 5).

24                Powers of Attorney (contained on signature page).