<PAGE>

As filed with the Securities and Exchange Commission on December 17, 1999
                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  __________

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

                                  __________

                            PAC-WEST TELECOMM, INC.
            (Exact name of registrant as specified in its charter)

              California                              68-0383568
       (State of incorporation)                    (I.R.S. Employer
                                                  Identification No.)

                             4210 Coronado Avenue
                          Stockton, California 95204
                                 (209)924-3300
                   (Address of principal executive offices)

                                  __________

               Pac-West Telecomm, Inc. 1999 Stock Incentive Plan

                             Executive Agreement,
                           dated September 16, 1998,
                      between Pac-West Telecomm, Inc. and
                              Wallace W. Griffin

                             Executive Agreement,
                            dated October 30, 1998,
                      between Pac-West Telecomm, Inc. and
                               Richard E. Bryson

                           (Full title of the plans)

                                  __________

                               Richard E. Bryson
                            Chief Financial Officer
                             4210 Coronado Avenue
                          Stockton, California 95204
                                 (209)924-3300


(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copy to:
                              Jeffrey S. O'Connor
                               Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601

<TABLE>
<CAPTION>
                                           Calculation of Registration Fee
     ============================================================================================================
     Title of securities to be     Amount to be      Proposed maximum       Proposed maximum        Amount of
     registered                    registered        offering price per     aggregate offering      registration
                                                     share (1)              price (1)               fee (1)
     ------------------------------------------------------------------------------------------------------------
     <S>                           <C>               <C>                    <C>                     <C>
     Common Stock, par             3,150,000           $10.10                   $31,818,880           $8,400.18
     value $0.001 per share
     ------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  For purposes of computing the registration fee only. The proposed maximum
     offering price was calculated with respect to 2,051,750 shares based upon
     the average exercise price per share (approximately $2.70 of outstanding
     options for such shares to be registered pursuant to Rule 457(h), and with
     respect to the remaining 1,098,250 shares, the average of the high and low
     prices reported in the Consolidated Reporting System on December 13, 1999
     (approximately $23.94), pursuant to Rule 457(c).

================================================================================
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

          The following documents filed by Pac West Telecomm, Inc. (the
     "Company") with the Securities and Exchange Commission are incorporated
     herein by reference.

          (a)  The Company's Prospectus filed on November 5, 1999, pursuant to
               Rule 424(b) under the Security Act of 1933;

          (b)  The Company's Quarterly reports on Form 10-Q for the quarters
               ended June 30, 1999 and September 30, 1999;

          (c)  The description of the Company's Common Stock contained in the
               Registration Statement on Form S-1 (Reg. No. 333-86607), as
               amended, originally filed on September 7, 1999, under the
               caption "Description of Capital Stock."

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
part thereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4. Description of Securities.
        -------------------------

          Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

          Not applicable.

Item 6. Indemnification of Officers and Directors.
        -----------------------------------------

          The Company is incorporated under the laws of the State of California.
     Section 317 of the General Corporation Law of the State of California
     provides that a California corporation may indemnify any person who is, or
     is threatened to be made, party to any proceeding (other than an action by
     or in the right of the corporation to procure a judgment in its favor) by
     reason of the fact that the person is or was an agent of the corporation,
     against

<PAGE>

     expenses, judgments, fines, settlements, and other amounts actually and
     reasonably incurred in connection with the proceeding if that person acted
     in good faith and in a manner the person reasonably believed to be in the
     best interests of the corporation and, in the case of a criminal
     proceeding, had no reasonable cause to believe the conduct of the person
     was unlawful. A California corporation has power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending, or completed action by or in the right of the
     corporation to procure a judgment in its favor by reason of the fact that
     the person is or was an agent of the corporation, against expenses actually
     and reasonably incurred by that person in connection with the defense or
     settlement of the action if the person acted in good faith, in a manner the
     person believed to be in the best interests of the corporation and its
     shareholders.

          Under Article IV of the Company's Amended and Restated Articles of
     Incorporation and, as amended, Article VI of the Company's Amended and
     Restated By-Laws, as amended, the Company will indemnify each person who
     was or is made a party or is threatened to be made a party to or is
     involved in any action, suit or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that he or she, is
     or was a director or officer, of the Company or is or was serving at the
     request of the Company as a director, employee, fiduciary, or agent of
     another corporation or of a partnership, joint venture, trust or other
     enterprise including service with respect to employee benefit plans,
     whether the basis of such action, suit or proceeding is alleged action in
     an official capacity as a director, officer, employee, fiduciary or agent
     or in any other capacity while serving as a director, officer, employee,
     fiduciary or agent, to the fullest extent that the Company is empowered to
     do so by the General Corporation Law of the State of California, as the
     same exists or may hereafter be amended against all expense, liability and
     loss including attorneys' fees actually and reasonably incurred by such
     person in connection with such action, suit or proceeding. The Company may,
     by action of its board of directors, provide indemnification to the
     Company's employees and agents with the same scope and effect as the
     foregoing indemnification of directors and officers. Such right of
     indemnification will be a contract right and will not be exclusive of any
     other right which such directors, officers or representatives may have or
     hereafter acquire under statute, the Company's Amended and Restated
     Articles of Incorporation, as amended, the Company's Amended and Restated
     By-Laws, as amended, agreement, vote of stockholders or disinterested
     directors or otherwise.

          In addition, Section 204 of the General Corporation Law of the State
     of California allows a corporation to eliminate the personal liability of a
     director of a corporation to the corporation or to any of its stockholders
     for monetary damages for a breach of fiduciary duty as a director,
     provided, however, that:

          (a)  such a provision may not eliminate or limit the liability of
               directors:

               (1)  for acts or omissions that involve intentional misconduct or
                    a knowing and culpable violation of law;

                                       2
<PAGE>

               (2)  for acts or omissions that a director believes to be
                    contrary to the best interests of the corporation or its
                    shareholders or that involve the absence of good faith on
                    the part of the director;

               (3)  for any transaction from which a director derived an
                    improper personal benefit;

               (4)  for acts or omissions that show a reckless disregard for the
                    director's duty to the corporation or its shareholders in
                    circumstances in which the director was aware, or should
                    have been aware, in the ordinary course of performing a
                    director's duties, of a risk of serious injury to the
                    corporation or its shareholders;

               (5)  for acts or omissions that constitute an unexecuted pattern
                    of inattention that amounts to an abdication of the
                    director's duty to the corporation or its shareholders;

               (6)  under Section 310, or (7) under Section 316.

          (b)  no such provision will eliminate or limit the liability of a
               director for any act or omission occurring prior to the date when
               the provision becomes effective; and

          (c)  no such provision will eliminate or limit the liability of an
               officer for any act or omission as an officer, notwithstanding
               that the officer is also a director or that his or her actions,
               if negligent or improper,have been ratified by the directors.

          Article IV of the Company's Amended and Restated Articles of
Incorporation, as amended, includes a provision that eliminates directors'
personal liability to the fullest extent permitted under the General Corporation
Law of the State of California.

          The Company maintains a policy of directors and officers liability
insurance covering certain liabilities incurred by our directors and officers in
connection with the performance of their duties.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

            Not applicable.

                                       3
<PAGE>

Item 8. Exhibits.
        --------

          The exhibits to this registration statement are listed in the Index
of Exhibits below.

Item 9. Undertakings.
        ------------

          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, (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, and (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 (i) and (ii) do not apply to information
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement); (2)
that, for the purpose of determining any liability under the Securities Act of
1933, 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 in the initial
bona fide offering thereof; and (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.

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 its public policy as expressed in the Securities Act of
1993 and will be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and in the capacity indicated, in the City of Stockton, State of
California, on the 17th day of December, 1999.


                                        PAC-WEST TELECOMM, INC.

                                        By: /s/ Wallace W. Griffin
                                           ----------------------------------
                                        Name:  Wallace W. Griffin
                                        Title: President and Chief Executive
                                               Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Wallace W. Griffin and Richard E. Bryson, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed on December
17, 1999, by the following persons in the capacities indicated:

                 Signature                              Capacity
                 ---------                              --------

          /s/ Wallace W. Griffin           President and Chief Executive Officer
       ---------------------------
              Wallace W. Griffin           (principal executive officer)


          /s/ Richard E. Bryson            Chief Financial Officer
       ---------------------------
              Richard E. Bryson            (principal financial officer)


          /s/ Dennis V. Meyer              Vice President-Finance and Treasurer
       ---------------------------
              Dennis V. Meyer              (principal accounting officer)

                                       5

<PAGE>

     /s/ Jerry L. Johnson                Chairman of the Board of Directors
--------------------------------
         Jerry L. Johnson



     /s/ John K. LaRue                   Directors and Executive Vice President-
--------------------------------
         John K. LaRue                   Technology and Network Operations



     /s/ David G. Chandler               Director
--------------------------------
         David G. Chandler



     /s/ Mark J. Denino                  Director
--------------------------------
         Mark J. Denino



     /s/ Mark S. Fowler                  Director
--------------------------------
         Mark S. Fowler



     /s/ Samuel A. Plum                  Director
--------------------------------
         Samuel A. Plum



     /s/ Dr. Jagdish N. Sheth            Director
--------------------------------
         Dr. Jagdish N. Sheth



     /s/ Bruce A. Westphal               Director
--------------------------------
         Bruce A. Westphal

                                       6
<PAGE>

                               INDEX TO EXHIBITS

Exhibit
  No.                         Description of Exhibits
-------                       -----------------------

  4.1          Pac-West Telecomm, Inc. 1999 Stock Incentive Plan (incorporated
               by reference to Exhibit 10.6(a) to the Company's Registration
               Statement on Form S-4 (Reg. No. 333-76779)).

  4.2          Pac-West Telecomm, Inc. 1999 Stock Incentive Plan form of Notice
               of Stock Option Award and Stock Option Award Agreement between
               the Company and its grantees as designated (incorporated by
               reference to Exhibit 10.6(b) to the Company's Registration
               Statement on Form S-4 (Reg. No. 333-76779)).

  4.3          Executive Agreement, dated September 16, 1998, between the
               Company and Wallace W. Griffin (incorporated by reference to
               Exhibit 10.8 to the Company's Registration Statement on Form S-4
               (Reg. No. 333-76779)).

  4.4          Executive Agreement, dated October 30, 1998, between the Company
               and Richard E. Bryson (incorporated by reference to Exhibit 10.9
               to the Company's Registration Statement on Form S-4 (Reg. No.
               333-76779)).

  4.5          Amended and Restated Articles of Incorporation of the Company
               (incorporated by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-4 (Reg. No. 333-76779)).

  4.6          Certificate of Amendment of Articles of Incorporation of the
               Company (incorporated by reference to Exhibit 3.1(b) to the
               Company's Registration Statement on Form S-1 (Reg. No. 333-
               86607)).

  4.7          Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the Company's Registration Statement on Form S-1 (Reg. No.
               333-86607)).

  5.1          Opinion of Neumiller & Beardslee with respect to the validity of
               the securities being registered.

  23.1         Consent of Arthur Andersen LLP.

  23.2         Consent of Neumiller & Beardslee (included in Exhibit 5.1).

  24.1         Power of Attorney (included on page 5 hereof).
[{"type": "S-8", "sequence": "1", "description": "1999 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 22632}]
{"company-data": {"conformed-name": "PAC-WEST TELECOMM INC", "cik": "0001071598", "assigned-sic": "4832", "irs-number": "680383568"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93053", "film-number": "99777099"}, "business-address": {"street1": "4210 CORONADO AVE", "city": "STOCKTON", "state": "CA", "zip": "95204", "phone": "2099263324"}, "mail-address": {"street1": "4210 CORONADO AVE", "city": "STOCKTON", "state": "CA", "zip": "95204"}}
As filed with the Securities and Exchange Commission on December 17, 1999
                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  __________

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

                                  __________

                            PAC-WEST TELECOMM, INC.
            (Exact name of registrant as specified in its charter)

              California                              68-0383568
       (State of incorporation)                    (I.R.S. Employer
                                                  Identification No.)

                             4210 Coronado Avenue
                          Stockton, California 95204
                                 (209)924-3300
                   (Address of principal executive offices)

                                  __________

               Pac-West Telecomm, Inc. 1999 Stock Incentive Plan

                             Executive Agreement,
                           dated September 16, 1998,
                      between Pac-West Telecomm, Inc. and
                              Wallace W. Griffin

                             Executive Agreement,
                            dated October 30, 1998,
                      between Pac-West Telecomm, Inc. and
                               Richard E. Bryson

                           (Full title of the plans)

                                  __________

                               Richard E. Bryson
                            Chief Financial Officer
                             4210 Coronado Avenue
                          Stockton, California 95204
                                 (209)924-3300

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copy to:
                              Jeffrey S. O'Connor
                               Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601
Calculation of Registration Fee
     ============================================================================================================
     Title of securities to be     Amount to be      Proposed maximum       Proposed maximum        Amount of
     registered                    registered        offering price per     aggregate offering      registration
                                                     share (1)              price (1)               fee (1)
     ------------------------------------------------------------------------------------------------------------
Common Stock, par             3,150,000           $10.10                   $31,818,880           $8,400.18
     value $0.001 per share
     ------------------------------------------------------------------------------------------------------------
(1)  For purposes of computing the registration fee only. The proposed maximum
     offering price was calculated with respect to 2,051,750 shares based upon
     the average exercise price per share (approximately $2.70 of outstanding
     options for such shares to be registered pursuant to Rule 457(h), and with
     respect to the remaining 1,098,250 shares, the average of the high and low
     prices reported in the Consolidated Reporting System on December 13, 1999
     (approximately $23.94), pursuant to Rule 457(c).

================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

          The following documents filed by Pac West Telecomm, Inc. (the
     "Company") with the Securities and Exchange Commission are incorporated
     herein by reference.

          (a)  The Company's Prospectus filed on November 5, 1999, pursuant to
               Rule 424(b) under the Security Act of 1933;

          (b)  The Company's Quarterly reports on Form 10-Q for the quarters
               ended June 30, 1999 and September 30, 1999;

          (c)  The description of the Company's Common Stock contained in the
               Registration Statement on Form S-1 (Reg. No. 333-86607), as
               amended, originally filed on September 7, 1999, under the
               caption "Description of Capital Stock."

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
part thereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4. Description of Securities.
        -------------------------

          Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

          Not applicable.

Item 6. Indemnification of Officers and Directors.
        -----------------------------------------

          The Company is incorporated under the laws of the State of California.
     Section 317 of the General Corporation Law of the State of California
     provides that a California corporation may indemnify any person who is, or
     is threatened to be made, party to any proceeding (other than an action by
     or in the right of the corporation to procure a judgment in its favor) by
     reason of the fact that the person is or was an agent of the corporation,
     against
expenses, judgments, fines, settlements, and other amounts actually and
     reasonably incurred in connection with the proceeding if that person acted
     in good faith and in a manner the person reasonably believed to be in the
     best interests of the corporation and, in the case of a criminal
     proceeding, had no reasonable cause to believe the conduct of the person
     was unlawful. A California corporation has power to indemnify any person
     who was or is a party or is threatened to be made a party to any
     threatened, pending, or completed action by or in the right of the
     corporation to procure a judgment in its favor by reason of the fact that
     the person is or was an agent of the corporation, against expenses actually
     and reasonably incurred by that person in connection with the defense or
     settlement of the action if the person acted in good faith, in a manner the
     person believed to be in the best interests of the corporation and its
     shareholders.

          Under Article IV of the Company's Amended and Restated Articles of
     Incorporation and, as amended, Article VI of the Company's Amended and
     Restated By-Laws, as amended, the Company will indemnify each person who
     was or is made a party or is threatened to be made a party to or is
     involved in any action, suit or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that he or she, is
     or was a director or officer, of the Company or is or was serving at the
     request of the Company as a director, employee, fiduciary, or agent of
     another corporation or of a partnership, joint venture, trust or other
     enterprise including service with respect to employee benefit plans,
     whether the basis of such action, suit or proceeding is alleged action in
     an official capacity as a director, officer, employee, fiduciary or agent
     or in any other capacity while serving as a director, officer, employee,
     fiduciary or agent, to the fullest extent that the Company is empowered to
     do so by the General Corporation Law of the State of California, as the
     same exists or may hereafter be amended against all expense, liability and
     loss including attorneys' fees actually and reasonably incurred by such
     person in connection with such action, suit or proceeding. The Company may,
     by action of its board of directors, provide indemnification to the
     Company's employees and agents with the same scope and effect as the
     foregoing indemnification of directors and officers. Such right of
     indemnification will be a contract right and will not be exclusive of any
     other right which such directors, officers or representatives may have or
     hereafter acquire under statute, the Company's Amended and Restated
     Articles of Incorporation, as amended, the Company's Amended and Restated
     By-Laws, as amended, agreement, vote of stockholders or disinterested
     directors or otherwise.

          In addition, Section 204 of the General Corporation Law of the State
     of California allows a corporation to eliminate the personal liability of a
     director of a corporation to the corporation or to any of its stockholders
     for monetary damages for a breach of fiduciary duty as a director,
     provided, however, that:

          (a)  such a provision may not eliminate or limit the liability of
               directors:

               (1)  for acts or omissions that involve intentional misconduct or
                    a knowing and culpable violation of law;

                                       2
(2)  for acts or omissions that a director believes to be
                    contrary to the best interests of the corporation or its
                    shareholders or that involve the absence of good faith on
                    the part of the director;

               (3)  for any transaction from which a director derived an
                    improper personal benefit;

               (4)  for acts or omissions that show a reckless disregard for the
                    director's duty to the corporation or its shareholders in
                    circumstances in which the director was aware, or should
                    have been aware, in the ordinary course of performing a
                    director's duties, of a risk of serious injury to the
                    corporation or its shareholders;

               (5)  for acts or omissions that constitute an unexecuted pattern
                    of inattention that amounts to an abdication of the
                    director's duty to the corporation or its shareholders;

               (6)  under Section 310, or (7) under Section 316.

          (b)  no such provision will eliminate or limit the liability of a
               director for any act or omission occurring prior to the date when
               the provision becomes effective; and

          (c)  no such provision will eliminate or limit the liability of an
               officer for any act or omission as an officer, notwithstanding
               that the officer is also a director or that his or her actions,
               if negligent or improper,have been ratified by the directors.

          Article IV of the Company's Amended and Restated Articles of
Incorporation, as amended, includes a provision that eliminates directors'
personal liability to the fullest extent permitted under the General Corporation
Law of the State of California.

          The Company maintains a policy of directors and officers liability
insurance covering certain liabilities incurred by our directors and officers in
connection with the performance of their duties.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

            Not applicable.

                                       3
Item 8. Exhibits.
        --------

          The exhibits to this registration statement are listed in the Index
of Exhibits below.

Item 9. Undertakings.
        ------------

          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, (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, and (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 (i) and (ii) do not apply to information
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement); (2)
that, for the purpose of determining any liability under the Securities Act of
1933, 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 in the initial
bona fide offering thereof; and (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.

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 its public policy as expressed in the Securities Act of
1993 and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and in the capacity indicated, in the City of Stockton, State of
California, on the 17th day of December, 1999.

                                        PAC-WEST TELECOMM, INC.

                                        By: /s/ Wallace W. Griffin
                                           ----------------------------------
                                        Name:  Wallace W. Griffin
                                        Title: President and Chief Executive
                                               Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Wallace W. Griffin and Richard E. Bryson, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed on December
17, 1999, by the following persons in the capacities indicated:

                 Signature                              Capacity
                 ---------                              --------

          /s/ Wallace W. Griffin           President and Chief Executive Officer
       ---------------------------
              Wallace W. Griffin           (principal executive officer)

          /s/ Richard E. Bryson            Chief Financial Officer
       ---------------------------
              Richard E. Bryson            (principal financial officer)

          /s/ Dennis V. Meyer              Vice President-Finance and Treasurer
       ---------------------------
              Dennis V. Meyer              (principal accounting officer)

                                       5
/s/ Jerry L. Johnson                Chairman of the Board of Directors
--------------------------------
         Jerry L. Johnson

     /s/ John K. LaRue                   Directors and Executive Vice President-
--------------------------------
         John K. LaRue                   Technology and Network Operations

     /s/ David G. Chandler               Director
--------------------------------
         David G. Chandler

     /s/ Mark J. Denino                  Director
--------------------------------
         Mark J. Denino

     /s/ Mark S. Fowler                  Director
--------------------------------
         Mark S. Fowler

     /s/ Samuel A. Plum                  Director
--------------------------------
         Samuel A. Plum

     /s/ Dr. Jagdish N. Sheth            Director
--------------------------------
         Dr. Jagdish N. Sheth

     /s/ Bruce A. Westphal               Director
--------------------------------
         Bruce A. Westphal

                                       6
INDEX TO EXHIBITS

Exhibit
  No.                         Description of Exhibits
-------                       -----------------------

  4.1          Pac-West Telecomm, Inc. 1999 Stock Incentive Plan (incorporated
               by reference to Exhibit 10.6(a) to the Company's Registration
               Statement on Form S-4 (Reg. No. 333-76779)).

  4.2          Pac-West Telecomm, Inc. 1999 Stock Incentive Plan form of Notice
               of Stock Option Award and Stock Option Award Agreement between
               the Company and its grantees as designated (incorporated by
               reference to Exhibit 10.6(b) to the Company's Registration
               Statement on Form S-4 (Reg. No. 333-76779)).

  4.3          Executive Agreement, dated September 16, 1998, between the
               Company and Wallace W. Griffin (incorporated by reference to
               Exhibit 10.8 to the Company's Registration Statement on Form S-4
               (Reg. No. 333-76779)).

  4.4          Executive Agreement, dated October 30, 1998, between the Company
               and Richard E. Bryson (incorporated by reference to Exhibit 10.9
               to the Company's Registration Statement on Form S-4 (Reg. No.
               333-76779)).

  4.5          Amended and Restated Articles of Incorporation of the Company
               (incorporated by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-4 (Reg. No. 333-76779)).

  4.6          Certificate of Amendment of Articles of Incorporation of the
               Company (incorporated by reference to Exhibit 3.1(b) to the
               Company's Registration Statement on Form S-1 (Reg. No. 333-
               86607)).

  4.7          Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the Company's Registration Statement on Form S-1 (Reg. No.
               333-86607)).

  5.1          Opinion of Neumiller & Beardslee with respect to the validity of
               the securities being registered.

  23.1         Consent of Arthur Andersen LLP.

  23.2         Consent of Neumiller & Beardslee (included in Exhibit 5.1).

  24.1         Power of Attorney (included on page 5 hereof).