<PAGE>

   As filed with the Securities and Exchange Commission on August 25, 1999
                                               Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

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

                            RSL COMMUNICATIONS, LTD.
             (Exact name of registrant as specified in its charter)


                Bermuda                                    N/A
    (State or other jurisdiction of                  (I.R.S Employer
    Incorporation or organization)                Identification Number)


                         Clarendon House, Church Street
                            Hamilton HM CX, Bermuda
                    (Address of principal executive offices)

                              -------------------

                            RSL Communications, Ltd.
                           1997 Stock Incentive Plan
                            (Full title of the plan)

                              -------------------

Avery S. Fischer, Esq.                               Copy to:
Vice President of Legal                              Robert L. Kohl, Esq.
  Affairs and General Counsel                        Rosenman & Colin LLP
767 Fifth Avenue, Suite 4300                         575 Madison Avenue
New York, New York  10153                            New York, New York  10022
(212) 317-1820                                       (212) 940-8800
(Name, address and telephone
number of agent for service)

                              -------------------





                                            [front page continued on next page]



<PAGE>



[front page continued]

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
Title of securities to                            Proposed maximum         Proposed maximum aggregate   Amount of
be registered                 Amount to be        offering price per       offering price**             registration fee
                              registered*         share**
============================================================================================================================
<S>                            <C>                <C>                      <C>                          <C>
Class A Common Shares
  par value $0.0457
  per share......              5,000,000          $15.125                  $75,625,000                   $21,025
============================================================================================================================
</TABLE>

* As provided in Rule 429(a), this Registration Statement also relates to
Registration Statement No. 333-40085 previously filed with the Securities
Exchange Commission on November 12, 1997. The earlier Registration Statement
covered up to 3,100,000 Class A common shares issuable under the 1997 Stock
Incentive Plan and such shares are being carried forward hereby. The Company
previously paid a fee of $47,709 which fee included the amount due with respect
to the Class A common shares issuable under such plan.

** Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c) and (h), upon the basis of the average of the
high and low prices of the Class A common shares as quoted on The NASDAQ Stock
Market's National Market System on August 23, 1999. There are also registered
such indeterminate number of additional shares as may become available for sale
pursuant to anti-dilution provisions of such plan and the options thereunder.

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


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

-----------------------

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended (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

         RSL Communications, Ltd. (the "Registrant") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, or portions thereof, filed by the Registrant with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Registration Statement:

              (a) Annual Report on Form 10-K for the fiscal year ended December
                  31, 1998, filed on March 30, 1999;

              (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
                  1999, filed on May 17, 1999;

              (c) Quarterly Report on Form 10-Q for the quarter ended June 30,
                  1999, filed on August 16, 1999; and

              (d) The information in respect of the Registrant's Class A common
                  shares under the caption "Description of Capital Stock"
                  contained in the Registrant's Post-Effective Amendment No. 1
                  to Registration Statement on Form S-1 (Registration No.
                  333-46125) filed on May 5, 1999.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment hereto indicating that 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 of this Registration Statement from the respective dates of filings of
such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Bermuda law and the Registrant's Memorandum of Association and
bye-laws, the directors, secretary and other officers for the time being of the
Registrant and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Registrant and every one of them, and
their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Registrant from and against all actions,
costs, charges, losses, damages and expenses which they or


<PAGE>

any of them, their heirs, executors or administrators, shall or may incur or
sustain by or by reason of any act done, concurred in or omitted in or about
the execution of their duty, or supposed duty, or in their respective offices
or trusts, and none of them shall be answerable for the acts, receipts,
neglects or defaults of the others of them or for joining in any receipts for
the sake of conformity, or for any bankers or other persons with whom any
moneys or effects belonging to the Registrant shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security
upon which any moneys of or belonging to the Registrant shall be placed out on
or invested, or for any other loss, misfortune or damage which may happen in
the execution of their respective offices or trusts, or in relation thereto,
PROVIDED THAT this indemnity shall not extend to any matter in respect of any
fraud or dishonesty which may attach to any of said persons.

ITEM 8.  EXHIBITS


         Exhibit No.                     Description

         4(a)                            RSL Communications, Ltd. 1997 Stock
                                         Incentive Plan (incorporated by
                                         reference to the Registrant's
                                         Definitive Proxy Statement filed with
                                         the Commission on April 30, 1999)

         4(b)                            Certificate of Incorporation of RSL
                                         Communications, Ltd., issued by the
                                         Bermuda Registrar of Companies on
                                         March 14, 1996 (incorporated by
                                         reference to the Registrant's
                                         Registration Statement on Form S-4
                                         (Registration No. 333-25749))

         4(c)                            Memorandum of Association of RSL
                                         Communications Ltd., filed with the
                                         Bermuda Registrar of Companies on
                                         March 14, 1996 (incorporated by
                                         reference to the Registrant's
                                         Registration Statement on Form S-4
                                         (Registration No. 333-25749))

         4(d)                            Bye-Laws  of RSL  Communications,  Ltd.
                                         (as amended through June 1999)
                                         (incorporated by reference to the
                                         Registrant's Quarterly Report on Form
                                         10-Q for the quarter ended June 30,
                                         1999, filed on August 16, 1999)

         4(e)                            Form of Class A Common Share
                                         (incorporated by reference to the
                                         Registrant's Registration Statement on
                                         Form S-1 (Registration No. 333-34281))

         5                               Opinion of Conyers, Dill & Pearman
                                         (filed herewith)

         23(a)                           Consent of Deloitte & Touche
                                         (filed herewith)

         23(b)                           Consent of Conyers, Dill & Pearman
                                         (filed herewith and included in
                                         Exhibit 5)

         24                              Power of Attorney (included on
                                         page II-5)




                                     II-2
<PAGE>





ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes: (a) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution of the securities being registered hereby not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; (b) that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (c) 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.



                                      II-3

<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 New York, State of New York, on this 23rd day
of August, 1999.

                            RSL COMMUNICATIONS, LTD.


                            By /s/
                               -----------------------------------------------
                                                     Itzhak Fisher
                                         Chief Executive Officer and President



                                      II-4

<PAGE>



                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Itzhak Fisher, Donald Shassian and Avery
S. Fischer and each or either of them, his true and lawful attorney-in-fact and
agent, each acting alone, 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 the exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite or 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, each acting alone, 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 has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                                            Title                            Date
          ---------                                            -----                            ----
<S>                                 <C>                                                         <C>
/s/
------------------
Ronald S. Lauder                    Chairman of the Board; Director                              August 23, 1999

/s/
------------------
Itzhak Fisher                       President; Chief Executive Officer; Director                 August 23, 1999

/s/
------------------
Donald Shassian                     Executive Vice President; Chief Financial                    August 23, 1999
                                    Officer; Treasurer (Principal Financial Officer)

/s/
------------------
Jacob Z. Schuster                   Executive Vice President; Director                           August 23, 1999

/s/
------------------
Joel Beckoff                        Vice President - Controller (Principal                       August 23, 1999
                                    Accounting Officer)

/s/
------------------
Gustavo Cisneros                    Director                                                     August 23, 1999

/s/
------------------
Leonard A. Lauder                   Director                                                     August 23, 1999

/s/
------------------
Nicolas G. Trollope                 Director                                                     August 23, 1999

/s/
------------------
Eugene Sekulow                      Director                                                     August 23, 1999

</TABLE>




                                     II-5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17499}]
{"company-data": {"conformed-name": "RSL COMMUNICATIONS LTD", "cik": "0001036297", "assigned-sic": "4813", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85863", "film-number": "99699168"}, "business-address": {"street1": "CLARENDON HOUSE CHURCH ST", "street2": "HAMILTON HM CX BERMUDA", "phone": "4412952832"}, "mail-address": {"street1": "CLARENDON HOUSE CHRUCH ST", "street2": "HAMILTON HM C BERMUDA"}}
As filed with the Securities and Exchange Commission on August 25, 1999
                                               Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

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

                            RSL COMMUNICATIONS, LTD.
             (Exact name of registrant as specified in its charter)

                Bermuda                                    N/A
    (State or other jurisdiction of                  (I.R.S Employer
    Incorporation or organization)                Identification Number)

                         Clarendon House, Church Street
                            Hamilton HM CX, Bermuda
                    (Address of principal executive offices)

                              -------------------

                            RSL Communications, Ltd.
                           1997 Stock Incentive Plan
                            (Full title of the plan)

                              -------------------

Avery S. Fischer, Esq.                               Copy to:
Vice President of Legal                              Robert L. Kohl, Esq.
  Affairs and General Counsel                        Rosenman & Colin LLP
767 Fifth Avenue, Suite 4300                         575 Madison Avenue
New York, New York  10153                            New York, New York  10022
(212) 317-1820                                       (212) 940-8800
(Name, address and telephone
number of agent for service)

                              -------------------

                                            [front page continued on next page]
[front page continued]

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of securities to                            Proposed maximum         Proposed maximum aggregate   Amount of
be registered                 Amount to be        offering price per       offering price**             registration fee
                              registered*         share**
============================================================================================================================
Class A Common Shares
  par value $0.0457
  per share......              5,000,000          $15.125                  $75,625,000                   $21,025
============================================================================================================================
* As provided in Rule 429(a), this Registration Statement also relates to
Registration Statement No. 333-40085 previously filed with the Securities
Exchange Commission on November 12, 1997. The earlier Registration Statement
covered up to 3,100,000 Class A common shares issuable under the 1997 Stock
Incentive Plan and such shares are being carried forward hereby. The Company
previously paid a fee of $47,709 which fee included the amount due with respect
to the Class A common shares issuable under such plan.

** Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c) and (h), upon the basis of the average of the
high and low prices of the Class A common shares as quoted on The NASDAQ Stock
Market's National Market System on August 23, 1999. There are also registered
such indeterminate number of additional shares as may become available for sale
pursuant to anti-dilution provisions of such plan and the options thereunder.

===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

-----------------------

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended (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

         RSL Communications, Ltd. (the "Registrant") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, or portions thereof, filed by the Registrant with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Registration Statement:

              (a) Annual Report on Form 10-K for the fiscal year ended December
                  31, 1998, filed on March 30, 1999;

              (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
                  1999, filed on May 17, 1999;

              (c) Quarterly Report on Form 10-Q for the quarter ended June 30,
                  1999, filed on August 16, 1999; and

              (d) The information in respect of the Registrant's Class A common
                  shares under the caption "Description of Capital Stock"
                  contained in the Registrant's Post-Effective Amendment No. 1
                  to Registration Statement on Form S-1 (Registration No.
                  333-46125) filed on May 5, 1999.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment hereto indicating that 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 of this Registration Statement from the respective dates of filings of
such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Bermuda law and the Registrant's Memorandum of Association and
bye-laws, the directors, secretary and other officers for the time being of the
Registrant and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Registrant and every one of them, and
their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Registrant from and against all actions,
costs, charges, losses, damages and expenses which they or
any of them, their heirs, executors or administrators, shall or may incur or
sustain by or by reason of any act done, concurred in or omitted in or about
the execution of their duty, or supposed duty, or in their respective offices
or trusts, and none of them shall be answerable for the acts, receipts,
neglects or defaults of the others of them or for joining in any receipts for
the sake of conformity, or for any bankers or other persons with whom any
moneys or effects belonging to the Registrant shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security
upon which any moneys of or belonging to the Registrant shall be placed out on
or invested, or for any other loss, misfortune or damage which may happen in
the execution of their respective offices or trusts, or in relation thereto,
PROVIDED THAT this indemnity shall not extend to any matter in respect of any
fraud or dishonesty which may attach to any of said persons.

ITEM 8.  EXHIBITS

         Exhibit No.                     Description

         4(a)                            RSL Communications, Ltd. 1997 Stock
                                         Incentive Plan (incorporated by
                                         reference to the Registrant's
                                         Definitive Proxy Statement filed with
                                         the Commission on April 30, 1999)

         4(b)                            Certificate of Incorporation of RSL
                                         Communications, Ltd., issued by the
                                         Bermuda Registrar of Companies on
                                         March 14, 1996 (incorporated by
                                         reference to the Registrant's
                                         Registration Statement on Form S-4
                                         (Registration No. 333-25749))

         4(c)                            Memorandum of Association of RSL
                                         Communications Ltd., filed with the
                                         Bermuda Registrar of Companies on
                                         March 14, 1996 (incorporated by
                                         reference to the Registrant's
                                         Registration Statement on Form S-4
                                         (Registration No. 333-25749))

         4(d)                            Bye-Laws  of RSL  Communications,  Ltd.
                                         (as amended through June 1999)
                                         (incorporated by reference to the
                                         Registrant's Quarterly Report on Form
                                         10-Q for the quarter ended June 30,
                                         1999, filed on August 16, 1999)

         4(e)                            Form of Class A Common Share
                                         (incorporated by reference to the
                                         Registrant's Registration Statement on
                                         Form S-1 (Registration No. 333-34281))

         5                               Opinion of Conyers, Dill & Pearman
                                         (filed herewith)

         23(a)                           Consent of Deloitte & Touche
                                         (filed herewith)

         23(b)                           Consent of Conyers, Dill & Pearman
                                         (filed herewith and included in
                                         Exhibit 5)

         24                              Power of Attorney (included on
                                         page II-5)

                                     II-2
ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes: (a) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution of the securities being registered hereby not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; (b) that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (c) 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                      II-3
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 New York, State of New York, on this 23rd day
of August, 1999.

                            RSL COMMUNICATIONS, LTD.

                            By /s/
                               -----------------------------------------------
                                                     Itzhak Fisher
                                         Chief Executive Officer and President

                                      II-4
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Itzhak Fisher, Donald Shassian and Avery
S. Fischer and each or either of them, his true and lawful attorney-in-fact and
agent, each acting alone, 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 the exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite or 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, each acting alone, 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 has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                            Title                            Date
          ---------                                            -----                            ----
/s/
------------------
Ronald S. Lauder                    Chairman of the Board; Director                              August 23, 1999

/s/
------------------
Itzhak Fisher                       President; Chief Executive Officer; Director                 August 23, 1999

/s/
------------------
Donald Shassian                     Executive Vice President; Chief Financial                    August 23, 1999
                                    Officer; Treasurer (Principal Financial Officer)

/s/
------------------
Jacob Z. Schuster                   Executive Vice President; Director                           August 23, 1999

/s/
------------------
Joel Beckoff                        Vice President - Controller (Principal                       August 23, 1999
                                    Accounting Officer)

/s/
------------------
Gustavo Cisneros                    Director                                                     August 23, 1999

/s/
------------------
Leonard A. Lauder                   Director                                                     August 23, 1999

/s/
------------------
Nicolas G. Trollope                 Director                                                     August 23, 1999

/s/
------------------
Eugene Sekulow                      Director                                                     August 23, 1999
II-5