As filed with the Securities and Exchange Commission on November 18, 1998
                                                 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        (I.R.S. employer identification no.)
  of incorporation or organization)

                       1000, rue de La Gauchetiere ouest
                               Montreal (Quebec)
                                Canada H3B 4X5
                         (Address, including zip code,
                 of Registrant's principal executive offices)

                     Excelcom, Inc. 1995 Stock Option Plan
                Excelcom, Inc. 1997 Director Stock Option Plan
      Excelcom, Inc. Director Stock Option Plan with Ronald A. McDougall
 Telco Communications Group, Inc. Amended and Restated 1994 Stock Option Plan
               Excel Communications, Inc. 1997 Stock Option Plan
          Excel Communications, Inc. 1997 Director Stock Option Plan 
                           (Full title of the plan)

                               Andre Bourbonnais
                       1000, rue de La Gauchetiere ouest
                               Montreal (Quebec)
                                Canada H3B 4X5
                    (Name and address of agent for service)
                                (514) 868-7722
         (Telephone number, including area code, of agent for service)

             Copies of all notices, orders and communications to:

                          Philip T. Ruegger III, Esq.
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                           New York, New York 10017
<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
                                      maximum        maximum       Amount
    Title of          Amount         offering       aggregate        of
 securities to         to be           price        offering    registration
 be registered    registered<F1>   per share<F1>    price<F2>        fee<F3>
<S>               <C>             <C>             <C>           <C>

Common Shares .      8,734,146        $26.656      $232,817,396    $64,723
<FN>
<F1>   Plus an indeterminate number of additional shares which may be
       offered and issued to prevent dilution resulting from stock splits,
       stock dividends or similar transactions. 
<F2>   Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
       the purpose of calculating the registration fee, based upon the
       average of the reported high and low sales prices for a Common Share
       on November 13, 1998, as reported on the New York Stock Exchange.
<F3>   The registration fee of $64,723 which has been calculated pursuant to
       Rule 457(c) and (h) under the Securities Act, has been reduced
       pursuant to Rule 457(b) under the Act by $41,005, the fee previously
       paid to the Commission on September 3, 1998 pursuant to Section 6(b)
       of the Act upon the filing by Teleglobe of its Registration Statement
       on Form F-4 (File No. 333-62945) and related materials with the
       Commission.
</TABLE>
























                                          
<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 with the Securities and
         Exchange Commission by Teleglobe Inc. (the "Company" or "Teleglobe")
         are incorporated herein by reference:

                 (a)      The Company's Registration Statement on Form F-4
         (file number 333-62945);

                 (b)      The Company's Annual Report on Form 40-F for the
         fiscal year ended December 31, 1997 (the "Form 40-F");

                 (c)      Amendment No. 1 to the Form 40-F, dated September 4,
         1998;

                 (d)      Amendment No. 2 to the Form 40-F, dated October 9,
         1998;

                 (e)      The description of the Company's Common Shares
         contained in the Form 40-F; and

                 (f)      The Company's Reports of Foreign Issuer on Form 6-K,
         dated May 20, 1998, June 24, 1998, September 3, 1998, October 22,
         1998 and November 12, 1998.

                 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 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

                                     II-1
<PAGE>
<PAGE>

         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 6.  Indemnification of Directors and Officers.

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

         16.  Limitation of Liability

                 No director or officer of the Corporation 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 in relation thereto
         unless the same shall happen through his own wilful 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 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


                                     II-2
<PAGE>
<PAGE>

         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 favour 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 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.




                                     II-3
<PAGE>
<PAGE>

         The Company maintains directors' and officers' liability insurance
which insures against liabilities that directors and officers of the Company
may incur in such capacity.                .

Item 8.  List of Exhibits.

  4.1    Excelcom, Inc. 1995 Stock Option Plan (incorporated by reference to
         Exhibit 4.4 to Excelcom Inc.'s Registration Statement on Form S-8, as
         amended, File No. 333-20061).

  4.2    Excelcom, Inc. 1997 Director Stock Option Plan (incorporated by
         reference to Exhibit 4.5 of Excelcom Inc.'s Registration Statement on
         Form S-8, as amended, File No. 333-20061).

  4.3    Excelcom, Inc. Director Stock Option Plan with Ronald A. McDougall
         (incorporated by reference to Exhibit 4.6 of Excelcom Inc.'s
         Registration Statement on Form S-8, as amended, File No. 333-20061).

  4.4    Telco Communications Group, Inc. Amended and Restated 1994 Stock
         Option Plan (incorporated by reference to Exhibit 10.22 to Telco
         Communications Group Inc.'s Registration Statement on Form S-1, as
         amended, File No. 333-05857). 

  4.5    Excel Communications, Inc. 1997 Stock Option Plan (incorporated by
         reference to Exhibit 4.4 to Excel Communications, Inc.'s Registration
         Statement on Form S-8, File No. 333-38149).

  4.6    Excel Communications, Inc. 1997 Director Stock Option Plan
         (incorporated by reference to Exhibit 4.5 to Excel Communications,
         Inc.'s Registration Statement on Form S-8, File No. 333-38149).

  5      Opinion and consent of Martineau Walker, counsel to the
         Registrant.

  23.1   Consent of Raymond Chabot Grant Thornton

  23.2   Consent of Martineau Walker (included in Exhibit 5)

  24     Power of Attorney (incorporated by reference to Exhibit 24.1 to 
         Amendment No. 1 of the Company's Registration Statement on Form F-4
         (Commission File No. 333-62945)) 







                                     II-4
<PAGE>
<PAGE>

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;

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

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

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

         (4)  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 Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such

                                     II-5
<PAGE>
<PAGE>

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 provisions described
under Item 6 above, 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 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-6
<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 16th day of November, 1998.


                                  TELEGLOBE INC.

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


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

Principal Executive Officer:

    Charles Sirois<F1>
-------------------------------            Chairman and Chief 
    Charles Sirois                         Executive Officer

Principal Financial Officer:                                            

    Claude Seguin<F1>
-------------------------------            Executive Vice-President and
    Claude Seguin                          Chief Financial Officer

Principal Accounting Officer:

    Francois Laurin<F1>        
-------------------------------            Vice-President, Finance and
    Francois Laurin                        Corporate Controller


 


                                     II-7
<PAGE>
<PAGE>

Directors:
J. Brian Aune<F1>
Derek H. Burney<F1>
J.V. Raymond Cyr<F1>
Bruno Ducharme<F1>
George A. Fierheller<F1>
Pierre MacDonald<F1>
C. Edward Medland<F1>
Jean C. Monty<F1>
Carmand Normand<F1>
Charles Sirois<F1>
H. Arnold Steinberg<F1>
Peter G. White<F1>
Lynton R. Wilson<F1>

<F1>By:   /s/    Andre Bourbonnais
    -------------------------------
    Name:  Andre Bourbonnais
           (Attorney-in-fact)

November 16, 1998



























                                     II-8
<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 16th day
of November, 1998.

                                  TELEGLOBE INTERNATIONAL CORPORATION.

                                  By:/s/ Philip Walker                 
                                     Name:  Philip Walker 
                                     Title: Vice-President, Corporate
                                            Development and Regulatory Affairs





































                                     II-9
<PAGE>
<PAGE>

                                 EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------

  4.1                Excelcom, Inc. 1995 Stock Option Plan (incorporated
                     by reference to Exhibit 4.4 to Excelcom Inc.'s
                     Registration Statement on Form S-8, as amended, File
                     No. 333-20061)

  4.2                Excelcom, Inc. 1997 Director Stock Option Plan
                     (incorporated by reference to Exhibit 4.5 of Excelcom
                     Inc.'s Registration Statement on Form S-8, as
                     amended, File No. 333-20061)

  4.3                Excelcom, Inc. Director Stock Option Plan with Ronald
                     A. McDougall (incorporated by reference to Exhibit
                     4.6 of Excelcom Inc.'s Registration Statement on Form
                     S-8, as amended, File No. 333-20061)

  4.4                Telco Communications Group, Inc. Amended and Restated
                     1994 Stock Option Plan (incorporated by reference to
                     Exhibit 10.22 to Telco Communications Group Inc.'s
                     Registration Statement on Form S-1, as amended, File
                     No. 333-05857)

  4.5                Excel Communications, Inc. 1997 Stock Option Plan
                     (incorporated by reference to Exhibit 4.4 to Excel
                     Communications, Inc.'s Registration Statement on Form
                     S-8, File No. 333-38149)  

  4.6                Excel Communications, Inc. 1997 Director Stock Option
                     Plan (incorporated by reference to Exhibit 4.5 to
                     Excel Communications, Inc.'s Registration Statement
                     on Form S-8, File No. 333-38149)

  5                  Opinion and consent of Martineau Walker, counsel to
                     the Registrant

  23.1               Consent of Raymond Chabot Grant Thornton

  23.2               Consent of Martineau Walker (included in Exhibit 5)

  24                 Power of Attorney (incorporated by reference to
                     Exhibit 24.1 to Amendment No. 1 of the Company's
                     Registration Statement on Form F-4, Commission File
                     No. 333-62945) 




                                     II-10
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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": "333-67463", "film-number": "98754559"}, "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 November 18, 1998
                                                 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        (I.R.S. employer identification no.)
  of incorporation or organization)

                       1000, rue de La Gauchetiere ouest
                               Montreal (Quebec)
                                Canada H3B 4X5
                         (Address, including zip code,
                 of Registrant's principal executive offices)

                     Excelcom, Inc. 1995 Stock Option Plan
                Excelcom, Inc. 1997 Director Stock Option Plan
      Excelcom, Inc. Director Stock Option Plan with Ronald A. McDougall
 Telco Communications Group, Inc. Amended and Restated 1994 Stock Option Plan
               Excel Communications, Inc. 1997 Stock Option Plan
          Excel Communications, Inc. 1997 Director Stock Option Plan 
                           (Full title of the plan)

                               Andre Bourbonnais
                       1000, rue de La Gauchetiere ouest
                               Montreal (Quebec)
                                Canada H3B 4X5
                    (Name and address of agent for service)
                                (514) 868-7722
         (Telephone number, including area code, of agent for service)

             Copies of all notices, orders and communications to:

                          Philip T. Ruegger III, Esq.
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                           New York, New York 10017
CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
                                      maximum        maximum       Amount
    Title of          Amount         offering       aggregate        of
 securities to         to be           price        offering    registration
 be registered    registered
per share
price
fee
Common Shares .      8,734,146        $26.656      $232,817,396    $64,723
Plus an indeterminate number of additional shares which may be
       offered and issued to prevent dilution resulting from stock splits,
       stock dividends or similar transactions.
Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
       the purpose of calculating the registration fee, based upon the
       average of the reported high and low sales prices for a Common Share
       on November 13, 1998, as reported on the New York Stock Exchange.
The registration fee of $64,723 which has been calculated pursuant to
       Rule 457(c) and (h) under the Securities Act, has been reduced
       pursuant to Rule 457(b) under the Act by $41,005, the fee previously
       paid to the Commission on September 3, 1998 pursuant to Section 6(b)
       of the Act upon the filing by Teleglobe of its Registration Statement
       on Form F-4 (File No. 333-62945) and related materials with the
       Commission.
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 with the Securities and
         Exchange Commission by Teleglobe Inc. (the "Company" or "Teleglobe")
         are incorporated herein by reference:

                 (a)      The Company's Registration Statement on Form F-4
         (file number 333-62945);

                 (b)      The Company's Annual Report on Form 40-F for the
         fiscal year ended December 31, 1997 (the "Form 40-F");

                 (c)      Amendment No. 1 to the Form 40-F, dated September 4,
         1998;

                 (d)      Amendment No. 2 to the Form 40-F, dated October 9,
         1998;

                 (e)      The description of the Company's Common Shares
         contained in the Form 40-F; and

                 (f)      The Company's Reports of Foreign Issuer on Form 6-K,
         dated May 20, 1998, June 24, 1998, September 3, 1998, October 22,
         1998 and November 12, 1998.

                 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 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

                                     II-1
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 6.  Indemnification of Directors and Officers.

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

         16.  Limitation of Liability

                 No director or officer of the Corporation 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 in relation thereto
         unless the same shall happen through his own wilful 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 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

                                     II-2
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 favour 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 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.

                                     II-3
The Company maintains directors' and officers' liability insurance
which insures against liabilities that directors and officers of the Company
may incur in such capacity.                .

Item 8.  List of Exhibits.

  4.1    Excelcom, Inc. 1995 Stock Option Plan (incorporated by reference to
         Exhibit 4.4 to Excelcom Inc.'s Registration Statement on Form S-8, as
         amended, File No. 333-20061).

  4.2    Excelcom, Inc. 1997 Director Stock Option Plan (incorporated by
         reference to Exhibit 4.5 of Excelcom Inc.'s Registration Statement on
         Form S-8, as amended, File No. 333-20061).

  4.3    Excelcom, Inc. Director Stock Option Plan with Ronald A. McDougall
         (incorporated by reference to Exhibit 4.6 of Excelcom Inc.'s
         Registration Statement on Form S-8, as amended, File No. 333-20061).

  4.4    Telco Communications Group, Inc. Amended and Restated 1994 Stock
         Option Plan (incorporated by reference to Exhibit 10.22 to Telco
         Communications Group Inc.'s Registration Statement on Form S-1, as
         amended, File No. 333-05857). 

  4.5    Excel Communications, Inc. 1997 Stock Option Plan (incorporated by
         reference to Exhibit 4.4 to Excel Communications, Inc.'s Registration
         Statement on Form S-8, File No. 333-38149).

  4.6    Excel Communications, Inc. 1997 Director Stock Option Plan
         (incorporated by reference to Exhibit 4.5 to Excel Communications,
         Inc.'s Registration Statement on Form S-8, File No. 333-38149).

  5      Opinion and consent of Martineau Walker, counsel to the
         Registrant.

  23.1   Consent of Raymond Chabot Grant Thornton

  23.2   Consent of Martineau Walker (included in Exhibit 5)

  24     Power of Attorney (incorporated by reference to Exhibit 24.1 to 
         Amendment No. 1 of the Company's Registration Statement on Form F-4
         (Commission File No. 333-62945)) 

                                     II-4
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;

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

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

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

         (4)  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 Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such

                                     II-5
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 provisions described
under Item 6 above, 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 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-6
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 16th day of November, 1998.

                                  TELEGLOBE INC.

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

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

Principal Executive Officer:

    Charles Sirois
-------------------------------            Chairman and Chief 
    Charles Sirois                         Executive Officer

Principal Financial Officer:                                            

    Claude Seguin
-------------------------------            Executive Vice-President and
    Claude Seguin                          Chief Financial Officer

Principal Accounting Officer:

    Francois Laurin
-------------------------------            Vice-President, Finance and
    Francois Laurin                        Corporate Controller

 

                                     II-7
Directors:
J. Brian Aune
Derek H. Burney
J.V. Raymond Cyr
Bruno Ducharme
George A. Fierheller
Pierre MacDonald
C. Edward Medland
Jean C. Monty
Carmand Normand
Charles Sirois
H. Arnold Steinberg
Peter G. White
Lynton R. Wilson
By:   /s/    Andre Bourbonnais
    -------------------------------
    Name:  Andre Bourbonnais
           (Attorney-in-fact)

November 16, 1998

                                     II-8
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 16th day
of November, 1998.

                                  TELEGLOBE INTERNATIONAL CORPORATION.

                                  By:/s/ Philip Walker                 
                                     Name:  Philip Walker 
                                     Title: Vice-President, Corporate
                                            Development and Regulatory Affairs

                                     II-9
EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------

  4.1                Excelcom, Inc. 1995 Stock Option Plan (incorporated
                     by reference to Exhibit 4.4 to Excelcom Inc.'s
                     Registration Statement on Form S-8, as amended, File
                     No. 333-20061)

  4.2                Excelcom, Inc. 1997 Director Stock Option Plan
                     (incorporated by reference to Exhibit 4.5 of Excelcom
                     Inc.'s Registration Statement on Form S-8, as
                     amended, File No. 333-20061)

  4.3                Excelcom, Inc. Director Stock Option Plan with Ronald
                     A. McDougall (incorporated by reference to Exhibit
                     4.6 of Excelcom Inc.'s Registration Statement on Form
                     S-8, as amended, File No. 333-20061)

  4.4                Telco Communications Group, Inc. Amended and Restated
                     1994 Stock Option Plan (incorporated by reference to
                     Exhibit 10.22 to Telco Communications Group Inc.'s
                     Registration Statement on Form S-1, as amended, File
                     No. 333-05857)

  4.5                Excel Communications, Inc. 1997 Stock Option Plan
                     (incorporated by reference to Exhibit 4.4 to Excel
                     Communications, Inc.'s Registration Statement on Form
                     S-8, File No. 333-38149)  

  4.6                Excel Communications, Inc. 1997 Director Stock Option
                     Plan (incorporated by reference to Exhibit 4.5 to
                     Excel Communications, Inc.'s Registration Statement
                     on Form S-8, File No. 333-38149)

  5                  Opinion and consent of Martineau Walker, counsel to
                     the Registrant

  23.1               Consent of Raymond Chabot Grant Thornton

  23.2               Consent of Martineau Walker (included in Exhibit 5)

  24                 Power of Attorney (incorporated by reference to
                     Exhibit 24.1 to Amendment No. 1 of the Company's
                     Registration Statement on Form F-4, Commission File
                     No. 333-62945) 

                                     II-10