As filed with the Securities and Exchange Commission on August 28, 2000
                                                 Registration No. 333-
=============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               ----------------
                                TELEGLOBE INC.
            (Exact name of Registrant as specified in its charter)
                Canada                               98-0115049
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                   1000, rue de La Gauchetiere Street West
                                 24th Floor
                              Montreal (Quebec)
                               Canada H3B 4X5
                        (Address, including zip code,
                of Registrant's principal executive offices)
                              -----------------
                      Teleglobe Inc. Stock Option Plan
                           As Amended and Restated
                          (Full title of the plan)
                              -----------------
                              Andre Bourbonnais
                   1000, rue de La Gauchetiere Street West
                                 24th Floor
                              Montreal (Quebec)
                               Canada H3B 4X5
                   (Name and address of agent for service)
                               (514) 868-7722
        (Telephone number, including area code, of agent for service)
                              -----------------
                        CALCULATION OF REGISTRATION FEE

                                                    Proposed
                                    Proposed        maximum        Amount
     Title of         Amount         maximum       aggregate         of
 Securities to be      to be     offering price     offering    registration
    registered      registered   per share <F1>      price        fee <F1>
Common Shares . .    7,000,000      $19.9375      $139,562,500  $36,844.50

[FN]

<PAGE>
<PAGE>

<F1> Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the registration fee
     on the basis of the average of the high and low sales price of the
     Registrant's Common Stock as reported on the New York Stock Exchange on
     August 28, 2000.

=============================================================================









































                                     II-2

<PAGE>
<PAGE>

                                    PART I
                                    ------

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.


                                    PART II
                                    -------

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Teleglobe Inc. (the "Company")
     with the Securities and Exchange Commission (the "Commission") are
     incorporated by reference in this registration statement, except to the
     extent that any statement or information contained therein is modified,
     superseded or replaced by a statement or information contained in any
     subsequently filed document incorporated herein by reference:

          (a)  The Company's Annual Report on Form 40-F file number 001-14664
               for the year ended December 31, 1999.

          (b)  The Company's description of its common shares contained in
               the statement on Form 40-F file number 001-14664 for the
               year ended December 31, 1999.

          (c)  The Company's Report of Foreign Private Issuer on Form 6-K
               dated February 23, 2000 file number 001-14664.

          (d)  The Company's Report of Foreign Private Issuer on Form 6-K
               dated April 26, 2000 file number 001-14664.
          (e)  The Company's Report of Foreign Private Issuer on Form 6-K
               dated June 5, 2000 file number 001-14664.

          All documents filed by the Company pursuant to Sections 13(a)
     13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), after the date of this Registration Statement and
     prior to the filing of a post-effective amendment which indicates that

                                     II-3

<PAGE>
<PAGE>

     all securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof 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 required.

Item 5.   Interests of Named Experts and Counsel.

          The validity of the securities offered hereby has been passed upon
for the Company by Andre Bourbonnais, Esquire, 1000 de la Gauchetiere Street
West, 24th Floor, Montreal, Quebec, Canada H3B 4X5. At June 21, 2000, Mr.
Bourbonnais held 96,049 common shares of the Company, which includes 95,574
shares which Mr. Bourbonnais has the right to acquire pursuant to stock options.

Item 6.   Indemnification of Directors and Officers.

          Sections 16 and 17 of Teleglobe's By-Laws provide as follows:

          16.  Limitation of Liability


               No director or officer of the Corporation ("Corporation"in
          this Item 6  refers to Teleglobe) shall be liable for the acts,
          receipts, neglects or defaults of any other director or officer or
          employee or for joining in any  receipts or other act for
          conformity or for any loss or expense happening to the Corporation
          through the insufficiency or deficiency of title to any property
          acquired by order of the Board for, or on behalf of, the
          Corporation or for the insufficiency or deficiency of any security
          in or upon which any of the moneys of the Corporation shall be
          invested, or for any loss or damage arising from the bankruptcy,
          insolvency or tortious acts of any person with whom any of the
          moneys, securities or effects of the Corporation shall be deposited
          or from any loss occasioned by any error of judgment or oversight
          on his part, or for any other loss, damage or misfortune whatever
          which shall happen in the execution of the duties of his office or

                                     II-4

<PAGE>
<PAGE>

          in relation thereto unless the same shall happen through his own
          willful act or default. Nothing herein contained shall relieve any
          director or officer of the Corporation from his duty to act in
          accordance with the Act ("Act" in this Item 6 refers to The Canada
          Business Corporation Act) or from liability for any breach thereof.

          17.  Indemnification

               The Corporation shall indemnify a director or officer, a
          former director or officer, or a person who acts or acted at the
          request of the Corporation as a director or officer of a body
          corporate of which the Corporation is or was a shareholder or
          creditor (or a person who undertakes or has undertaken any
          liability on behalf of the Corporation or any such body corporate)
          and the heirs, executors, administrators and legal representatives
          of such person, from and against all costs, charges and expenses
          whatsoever, including all amounts paid to settle an action or
          satisfy a judgment sustained or reasonably incurred by him in
          respect of any civil, criminal or administrative action or
          proceeding to which he is made a party by reason of being or having
          been a director or officer of the Corporation or such body
          corporate if:

          (a)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (b)  in the case of a criminal or administrative action or
               proceeding that  is enforced by a monetary penalty he had
               reasonable grounds for  believing that his conduct was lawful.

               The Corporation shall, subject to the Act, indemnify such
          persons to the same extent in respect of any action by or on behalf
          of the Corporation to procure a judgment in favor of the
          Corporation to which he is made a party by reason of being or
          having been a director or an officer of the Corporation if the
          aforesaid conditions (a) and (b) are fulfilled. Subject to the Act,
          the Corporation shall indemnify every person who has been
          substantially successful in the defense of any civil, criminal or
          administrative action or proceeding to which he is made a party by
          reason of being or having been a director or officer of the
          Corporation against all costs, charges and expenses reasonably
          incurred by such person in respect of such action or proceeding.

               For greater certainty and without limiting the generality of
          the foregoing, the Corporation shall indemnify and save harmless
          such persons from and against any liability sustained by them for
          the acts, receipts, neglects or defaults of any other director or

                                     II-5

<PAGE>
<PAGE>

          officer or employee of the Corporation or for joining in any
          receipt or act for conformity or for any loss, damage or expense of
          the Corporation arising through the insufficiency or deficiency of
          title to any property acquired by order of the Board for or on
          behalf of the Corporation or for the insufficiency or deficiency of
          any security in or upon which any of the moneys of or belonging to
          the Corporation shall be placed out or invested or for any loss or
          damages arising from the bankruptcy, insolvency or tortious act of
          any person, firm or corporation with whom or which any moneys,
          securities or effects shall be lodged or deposited or for any other
          loss, damage or misfortune whatsoever which may occur in the
          execution of the duties of their office or in relation thereto, if
          the aforesaid conditions (a) and (b) are fulfilled. Subject to the
          Act, the Corporation may purchase and maintain for the benefit of
          any person referred to in this section insurance against any
          liability incurred by him under the Act in his capacity as a
          director or officer of the Corporation."

     Teleglobe has purchased a policy of insurance for the benefit of itself
and the directors and officers of Teleglobe against liability incurred by the
directors and officers in the performance of their duties. The aggregate
amount of coverage is US$125,000,000 in respect of any and all claims. By the
terms of the policy, in circumstances where a director or officer has a claim
against Teleglobe in respect of a loss covered by the policy, Teleglobe may
claim on the policy for 100% of the loss less the deductible of US$100,000
other than for securities laws violations and a deductible of US$250,000 for
securities laws violations applicable to a claim which may be indemnified by
Teleglobe under the policy. In addition, where a director or officer has a
claim against the insurers in respect of a loss covered by the policy, the
director or officer may claim on the policy for 100% of the loss.

Item 8.   List of Exhibits.

          4(a)   Certificate of Amalgamation of the Company (incorporated by
                 reference to the Company's Form S-8, filed June 9, 1999,
                 File Number 333-80323).

          4(b)   By-laws of Company, as amended (incorporated  by reference
                 to the Company's Form S-8, filed June 9, 1999, File
                 Number 333-80323).

          4(c)   Teleglobe Inc. Stock Option Plan, as Amended and Restated.

          5      Opinion of Counsel re: Legality.

          23(a)  Consent of Independent Accountants.

                                     II-6

<PAGE>
<PAGE>

          23(b)  Consent of Counsel (included in Exhibit 5).


Item 9.   Undertakings.

          (a)  The undersigned Company 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 Securities Act of 1933, as amended
                           (the "1933 Act");

                    (ii)   To reflect in the prospectus any facts or events
                           arising after the effective date of the
                           registration statement (or the most  recent
                           post-effective amendment thereof) which,
                           individually  in the aggregate, represent a
                           fundamental change in the  information set forth
                           in the registration statement.  Notwithstanding
                           the foregoing, any increase or 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 a 20% 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  statement or any material change
                           to such information in the registration statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) above do not apply if the information
                           required to be included in a post-effective
                           amendment by those paragraphs is contained in
                           periodic reports filed by the Company pursuant to
                           Section 13 or Section 15(d) of the 1934 Act that

                                     II-7

<PAGE>
<PAGE>

                           are incorporated by reference in the registration
                           statement.

               (2)  That, for the purpose of determining any liability under
                    the 1933 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 there of.

               (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.

               (4)  To file a post-effective amendment to the registration
                    statement to include any Financial Statements required by
                    Rule 3-19 of Item 512 of Regulation 5-K at the start of
                    any delayed offering or throughout a continuous offering.
                    Financial statements and information otherwise required
                    by Section 10(a)(3) of the Act need not be furnished,
                    provided, that the registrant includes in the prospectus,
                    by means of a post-effective amendment, financial
                    statements required pursuant to this paragraph (a)(4) and
                    other information necessary to ensure that all other
                    information in the prospectus is at least as current as
                    the date of those financial statements.  Notwithstanding
                    the foregoing, with respect to registration statements on
                    Form F-3, a post-effective amendment need not be filed to
                    include financial statements and information required by
                    Section 10(a)(3) of the Act or Rule 3-19 of this chapter
                    if such financial statements and information are
                    contained in periodic reports filed with or furnished to
                    the Commission by the registrant pursuant to Section 13
                    or Section 15(d) of 1934 Act that are incorporation by
                    reference in the Form F-3.

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

                                     II-8

<PAGE>
<PAGE>

          (c)  Insofar as indemnification for liabilities arising under the
               1933 Act may be permitted to directors, officers and
               controlling persons of the Company pursuant to the foregoing
               provisions, or otherwise, the Company has been advised that in
               the opinion of the Commission such indemnification is against
               public policy as expressed in the 1933 Act and is, therefore,
               unenforceable. In the event that a claim for indemnification
               against such liabilities (other than the payment by the
               Company of expenses incurred or paid by a director, officer or
               controlling person of the Company 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 Company 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 1933 Act and will
               be governed by the final adjudication of such issue.






























                                     II-9

<PAGE>
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on 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 Montreal, Province of Quebec,
Country of Canada, on this 28rd day of August, 2000.


                                  TELEGLOBE INC.

                                  By: /s/ Andre Bourbonnais
                                     Name:  Andre Bourbonnais
                                     Title: Vice President, Legal Affairs and
                                            Corporate Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.


Signature                                 Capacity


/s/ Christina Gold
---------------------------------         Co-Chief Executive Officer
Cristina Gold


/s/ Andre Bourbonnais
---------------------------------         Co-Chief Executive Officer
Andre Bourbonnais


/s/ Michael Boychuk
---------------------------------         Principal Financial Officer
Michael Boychuk

/s/ Francois Laurin
---------------------------------         Principal Accounting Officer
Francois Laurin






                                     II-10

<PAGE>
<PAGE>

/s/ Derek H. Burney
---------------------------------             Director
Derek H. Burney


/s/ Bruno Ducharme
---------------------------------         Director
Bruno Ducharme

/s/ A. Michael Hainsfurther
---------------------------------         Director
A. Michael Hainsfurther


/s/ T. Allan McArtor
---------------------------------         Director
T. Allan McArtor


/s/ C. Edward Medland
---------------------------------         Director
C. Edward Medland


/s/ Jean Monty
---------------------------------         Director, Chairman of the Board
Jean Monty


/s/ Marvin Moses
---------------------------------         Director
Marvin Moses


/s/ Peter Nicholson
---------------------------------         Director
Peter Nicholson


/s/ Carmand Normand
---------------------------------         Director
Carmand Normand

/s/ Gregory S. Oliver
---------------------------------         Director
Gregory S. Oliver






                                     II-11

<PAGE>
<PAGE>

/s/ Charles Sirois
---------------------------------         Director
Charles Sirois


/s/ Stephen R. Smith
---------------------------------         Director
Stephen R. Smith


/s/ H. Arnold Steinberg
---------------------------------         Director
H. Arnold Steinberg


---------------------------------         Director
Kenny A. Troutt


---------------------------------         Director
John M. Zarno





















                                     II-12

<PAGE>
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below by the undersigned, the
Registrant's authorized representative in the United States, on this 28th day
of August, 2000.


                                  TELEGLOBE INTERNATIONAL CORPORATION

                                     /s/ John Brunette
                                 By:________________________________
                                     Name:  John Brunette
                                     Title: Vice President, Law and Scretary


































                                     II-13

<PAGE>
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

    Exhibit No.      Description

       4(a)          Certificate of Amalgamation of the Company
                     (incorporated by reference to the Company's Form S-8,
                     filed June 9, 1999, File Number 333-80323).

       4(b)          By-laws of Company, as amended (incorporated  by
                     reference to the Company's Form S-8, filed June 9,
                     1999, File Number 333-80323).

       4(c)          Teleglobe Inc. Stock Option Plan as Amended and
                     Restated.

        5            Opinion of Counsel re: Legality.

      23(a)          Consent of Independent Accountants.

      23(b)          Consent of Counsel (included in Exhibit 5).
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{"company-data": {"conformed-name": "TELEGLOBE INC", "cik": "0000835904", "assigned-sic": "4813", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44674", "film-number": "711364"}, "business-address": {"street1": "1000 RUE DE LA GAUEHETIERE OUEST", "street2": "ST LAURENT", "city": "QUEBEC CANADA H4T 1", "state": "A8", "phone": "2128687272"}, "mail-address": {"street1": "1000 RUE DE LA GAUEHETIERE OUEST", "city": "QUEBEC CANA", "state": "A8"}}
As filed with the Securities and Exchange Commission on August 28, 2000
                                                 Registration No. 333-
=============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               ----------------
                                TELEGLOBE INC.
            (Exact name of Registrant as specified in its charter)
                Canada                               98-0115049
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                   1000, rue de La Gauchetiere Street West
                                 24th Floor
                              Montreal (Quebec)
                               Canada H3B 4X5
                        (Address, including zip code,
                of Registrant's principal executive offices)
                              -----------------
                      Teleglobe Inc. Stock Option Plan
                           As Amended and Restated
                          (Full title of the plan)
                              -----------------
                              Andre Bourbonnais
                   1000, rue de La Gauchetiere Street West
                                 24th Floor
                              Montreal (Quebec)
                               Canada H3B 4X5
                   (Name and address of agent for service)
                               (514) 868-7722
        (Telephone number, including area code, of agent for service)
                              -----------------
                        CALCULATION OF REGISTRATION FEE

                                                    Proposed
                                    Proposed        maximum        Amount
     Title of         Amount         maximum       aggregate         of
 Securities to be      to be     offering price     offering    registration
    registered      registered   per share
price        fee
Common Shares . .    7,000,000      $19.9375      $139,562,500  $36,844.50

[FN]
Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the registration fee
     on the basis of the average of the high and low sales price of the
     Registrant's Common Stock as reported on the New York Stock Exchange on
     August 28, 2000.

=============================================================================

                                     II-2
PART I
                                    ------

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.

                                    PART II
                                    -------

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Teleglobe Inc. (the "Company")
     with the Securities and Exchange Commission (the "Commission") are
     incorporated by reference in this registration statement, except to the
     extent that any statement or information contained therein is modified,
     superseded or replaced by a statement or information contained in any
     subsequently filed document incorporated herein by reference:

          (a)  The Company's Annual Report on Form 40-F file number 001-14664
               for the year ended December 31, 1999.

          (b)  The Company's description of its common shares contained in
               the statement on Form 40-F file number 001-14664 for the
               year ended December 31, 1999.

          (c)  The Company's Report of Foreign Private Issuer on Form 6-K
               dated February 23, 2000 file number 001-14664.

          (d)  The Company's Report of Foreign Private Issuer on Form 6-K
               dated April 26, 2000 file number 001-14664.
          (e)  The Company's Report of Foreign Private Issuer on Form 6-K
               dated June 5, 2000 file number 001-14664.

          All documents filed by the Company pursuant to Sections 13(a)
     13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), after the date of this Registration Statement and
     prior to the filing of a post-effective amendment which indicates that

                                     II-3
all securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof 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 required.

Item 5.   Interests of Named Experts and Counsel.

          The validity of the securities offered hereby has been passed upon
for the Company by Andre Bourbonnais, Esquire, 1000 de la Gauchetiere Street
West, 24th Floor, Montreal, Quebec, Canada H3B 4X5. At June 21, 2000, Mr.
Bourbonnais held 96,049 common shares of the Company, which includes 95,574
shares which Mr. Bourbonnais has the right to acquire pursuant to stock options.

Item 6.   Indemnification of Directors and Officers.

          Sections 16 and 17 of Teleglobe's By-Laws provide as follows:

          16.  Limitation of Liability

               No director or officer of the Corporation ("Corporation"in
          this Item 6  refers to Teleglobe) shall be liable for the acts,
          receipts, neglects or defaults of any other director or officer or
          employee or for joining in any  receipts or other act for
          conformity or for any loss or expense happening to the Corporation
          through the insufficiency or deficiency of title to any property
          acquired by order of the Board for, or on behalf of, the
          Corporation or for the insufficiency or deficiency of any security
          in or upon which any of the moneys of the Corporation shall be
          invested, or for any loss or damage arising from the bankruptcy,
          insolvency or tortious acts of any person with whom any of the
          moneys, securities or effects of the Corporation shall be deposited
          or from any loss occasioned by any error of judgment or oversight
          on his part, or for any other loss, damage or misfortune whatever
          which shall happen in the execution of the duties of his office or

                                     II-4
in relation thereto unless the same shall happen through his own
          willful act or default. Nothing herein contained shall relieve any
          director or officer of the Corporation from his duty to act in
          accordance with the Act ("Act" in this Item 6 refers to The Canada
          Business Corporation Act) or from liability for any breach thereof.

          17.  Indemnification

               The Corporation shall indemnify a director or officer, a
          former director or officer, or a person who acts or acted at the
          request of the Corporation as a director or officer of a body
          corporate of which the Corporation is or was a shareholder or
          creditor (or a person who undertakes or has undertaken any
          liability on behalf of the Corporation or any such body corporate)
          and the heirs, executors, administrators and legal representatives
          of such person, from and against all costs, charges and expenses
          whatsoever, including all amounts paid to settle an action or
          satisfy a judgment sustained or reasonably incurred by him in
          respect of any civil, criminal or administrative action or
          proceeding to which he is made a party by reason of being or having
          been a director or officer of the Corporation or such body
          corporate if:

          (a)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (b)  in the case of a criminal or administrative action or
               proceeding that  is enforced by a monetary penalty he had
               reasonable grounds for  believing that his conduct was lawful.

               The Corporation shall, subject to the Act, indemnify such
          persons to the same extent in respect of any action by or on behalf
          of the Corporation to procure a judgment in favor of the
          Corporation to which he is made a party by reason of being or
          having been a director or an officer of the Corporation if the
          aforesaid conditions (a) and (b) are fulfilled. Subject to the Act,
          the Corporation shall indemnify every person who has been
          substantially successful in the defense of any civil, criminal or
          administrative action or proceeding to which he is made a party by
          reason of being or having been a director or officer of the
          Corporation against all costs, charges and expenses reasonably
          incurred by such person in respect of such action or proceeding.

               For greater certainty and without limiting the generality of
          the foregoing, the Corporation shall indemnify and save harmless
          such persons from and against any liability sustained by them for
          the acts, receipts, neglects or defaults of any other director or

                                     II-5
officer or employee of the Corporation or for joining in any
          receipt or act for conformity or for any loss, damage or expense of
          the Corporation arising through the insufficiency or deficiency of
          title to any property acquired by order of the Board for or on
          behalf of the Corporation or for the insufficiency or deficiency of
          any security in or upon which any of the moneys of or belonging to
          the Corporation shall be placed out or invested or for any loss or
          damages arising from the bankruptcy, insolvency or tortious act of
          any person, firm or corporation with whom or which any moneys,
          securities or effects shall be lodged or deposited or for any other
          loss, damage or misfortune whatsoever which may occur in the
          execution of the duties of their office or in relation thereto, if
          the aforesaid conditions (a) and (b) are fulfilled. Subject to the
          Act, the Corporation may purchase and maintain for the benefit of
          any person referred to in this section insurance against any
          liability incurred by him under the Act in his capacity as a
          director or officer of the Corporation."

     Teleglobe has purchased a policy of insurance for the benefit of itself
and the directors and officers of Teleglobe against liability incurred by the
directors and officers in the performance of their duties. The aggregate
amount of coverage is US$125,000,000 in respect of any and all claims. By the
terms of the policy, in circumstances where a director or officer has a claim
against Teleglobe in respect of a loss covered by the policy, Teleglobe may
claim on the policy for 100% of the loss less the deductible of US$100,000
other than for securities laws violations and a deductible of US$250,000 for
securities laws violations applicable to a claim which may be indemnified by
Teleglobe under the policy. In addition, where a director or officer has a
claim against the insurers in respect of a loss covered by the policy, the
director or officer may claim on the policy for 100% of the loss.

Item 8.   List of Exhibits.

          4(a)   Certificate of Amalgamation of the Company (incorporated by
                 reference to the Company's Form S-8, filed June 9, 1999,
                 File Number 333-80323).

          4(b)   By-laws of Company, as amended (incorporated  by reference
                 to the Company's Form S-8, filed June 9, 1999, File
                 Number 333-80323).

          4(c)   Teleglobe Inc. Stock Option Plan, as Amended and Restated.

          5      Opinion of Counsel re: Legality.

          23(a)  Consent of Independent Accountants.

                                     II-6
23(b)  Consent of Counsel (included in Exhibit 5).

Item 9.   Undertakings.

          (a)  The undersigned Company 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 Securities Act of 1933, as amended
                           (the "1933 Act");

                    (ii)   To reflect in the prospectus any facts or events
                           arising after the effective date of the
                           registration statement (or the most  recent
                           post-effective amendment thereof) which,
                           individually  in the aggregate, represent a
                           fundamental change in the  information set forth
                           in the registration statement.  Notwithstanding
                           the foregoing, any increase or 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 a 20% 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  statement or any material change
                           to such information in the registration statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) above do not apply if the information
                           required to be included in a post-effective
                           amendment by those paragraphs is contained in
                           periodic reports filed by the Company pursuant to
                           Section 13 or Section 15(d) of the 1934 Act that

                                     II-7
are incorporated by reference in the registration
                           statement.

               (2)  That, for the purpose of determining any liability under
                    the 1933 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 there of.

               (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.

               (4)  To file a post-effective amendment to the registration
                    statement to include any Financial Statements required by
                    Rule 3-19 of Item 512 of Regulation 5-K at the start of
                    any delayed offering or throughout a continuous offering.
                    Financial statements and information otherwise required
                    by Section 10(a)(3) of the Act need not be furnished,
                    provided, that the registrant includes in the prospectus,
                    by means of a post-effective amendment, financial
                    statements required pursuant to this paragraph (a)(4) and
                    other information necessary to ensure that all other
                    information in the prospectus is at least as current as
                    the date of those financial statements.  Notwithstanding
                    the foregoing, with respect to registration statements on
                    Form F-3, a post-effective amendment need not be filed to
                    include financial statements and information required by
                    Section 10(a)(3) of the Act or Rule 3-19 of this chapter
                    if such financial statements and information are
                    contained in periodic reports filed with or furnished to
                    the Commission by the registrant pursuant to Section 13
                    or Section 15(d) of 1934 Act that are incorporation by
                    reference in the Form F-3.

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

                                     II-8
(c)  Insofar as indemnification for liabilities arising under the
               1933 Act may be permitted to directors, officers and
               controlling persons of the Company pursuant to the foregoing
               provisions, or otherwise, the Company has been advised that in
               the opinion of the Commission such indemnification is against
               public policy as expressed in the 1933 Act and is, therefore,
               unenforceable. In the event that a claim for indemnification
               against such liabilities (other than the payment by the
               Company of expenses incurred or paid by a director, officer or
               controlling person of the Company 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 Company 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 1933 Act and will
               be governed by the final adjudication of such issue.

                                     II-9
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on 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 Montreal, Province of Quebec,
Country of Canada, on this 28rd day of August, 2000.

                                  TELEGLOBE INC.

                                  By: /s/ Andre Bourbonnais
                                     Name:  Andre Bourbonnais
                                     Title: Vice President, Legal Affairs and
                                            Corporate Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.

Signature                                 Capacity

/s/ Christina Gold
---------------------------------         Co-Chief Executive Officer
Cristina Gold

/s/ Andre Bourbonnais
---------------------------------         Co-Chief Executive Officer
Andre Bourbonnais

/s/ Michael Boychuk
---------------------------------         Principal Financial Officer
Michael Boychuk

/s/ Francois Laurin
---------------------------------         Principal Accounting Officer
Francois Laurin

                                     II-10
/s/ Derek H. Burney
---------------------------------             Director
Derek H. Burney

/s/ Bruno Ducharme
---------------------------------         Director
Bruno Ducharme

/s/ A. Michael Hainsfurther
---------------------------------         Director
A. Michael Hainsfurther

/s/ T. Allan McArtor
---------------------------------         Director
T. Allan McArtor

/s/ C. Edward Medland
---------------------------------         Director
C. Edward Medland

/s/ Jean Monty
---------------------------------         Director, Chairman of the Board
Jean Monty

/s/ Marvin Moses
---------------------------------         Director
Marvin Moses

/s/ Peter Nicholson
---------------------------------         Director
Peter Nicholson

/s/ Carmand Normand
---------------------------------         Director
Carmand Normand

/s/ Gregory S. Oliver
---------------------------------         Director
Gregory S. Oliver

                                     II-11
/s/ Charles Sirois
---------------------------------         Director
Charles Sirois

/s/ Stephen R. Smith
---------------------------------         Director
Stephen R. Smith

/s/ H. Arnold Steinberg
---------------------------------         Director
H. Arnold Steinberg

---------------------------------         Director
Kenny A. Troutt

---------------------------------         Director
John M. Zarno

                                     II-12
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below by the undersigned, the
Registrant's authorized representative in the United States, on this 28th day
of August, 2000.

                                  TELEGLOBE INTERNATIONAL CORPORATION

                                     /s/ John Brunette
                                 By:________________________________
                                     Name:  John Brunette
                                     Title: Vice President, Law and Scretary

                                     II-13
EXHIBIT INDEX
                                 -------------

    Exhibit No.      Description

       4(a)          Certificate of Amalgamation of the Company
                     (incorporated by reference to the Company's Form S-8,
                     filed June 9, 1999, File Number 333-80323).

       4(b)          By-laws of Company, as amended (incorporated  by
                     reference to the Company's Form S-8, filed June 9,
                     1999, File Number 333-80323).

       4(c)          Teleglobe Inc. Stock Option Plan as Amended and
                     Restated.

        5            Opinion of Counsel re: Legality.

      23(a)          Consent of Independent Accountants.

      23(b)          Consent of Counsel (included in Exhibit 5).