<PAGE>
 
     As filed with the Securities and Exchange Commission on ____________

                                                           Registration No. 33-

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           _________________________

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

                           _________________________

                      Teleport Communications Group Inc.
            (Exact name of registrant as specified in its charter)

              DELAWARE                                        13-3173139
      (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

          ONE TELEPORT DRIVE                                  10311-1033
    STATEN ISLAND NEW YORK, NEW YORK                          (Zip Code)
(Address of Principal Executive Offices)

                           _________________________

                      TELEPORT COMMUNICATIONS GROUP INC.
                            1993 STOCK OPTION PLAN
                             (Full title of plan)

                           _________________________

                             John W. Thomson, Esq.
                         Vice President and Secretary
                      Teleport Communications Group Inc.
                              One Teleport Drive
                      Staten Island, New York 10311-1011

                           _________________________

                    Telephone number of agent for service:
                                (718) 355-2000
 
                           _________________________
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================
                                                 Proposed           Proposed
                                            maximum offering        maximum
 Title of security        Amount being          price per      aggregate offering        Amount of
 being registered        registered (*)           share              price           registration fee
- ----------------------------------------------------------------------------------------------------------
 <S>                     <C>                <C>                <C>                   <C>
    Class A
 Common Stock,
$.01 Par Value  
Per Share.....             10,931,033             $17.00          $185,827,561         $64,078.47
 =========================================================================================================
</TABLE>

(*)  Plus an indeterminate number of additional shares which may be offered and
     issued in accordance with the Plan terms to prevent dilution from stock
     splits, stock dividends or similar transactions.

================================================================================
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


       Teleport Communications Group Inc. (the "Company") hereby incorporates,
or will be deemed to have incorporated, herein by reference the following
documents:

       (1)     The Company's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933 for the fiscal year ended December 31, 1995.

       (2)     The description of the Company's Class A Common Stock contained
in the Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such description;
and

       (3)     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to 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.


                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

       Article V of the Amended and Restated Certificate of Incorporation of the
Company, (the "Certificate of Incorporation"), provides that to the fullest
extent of Section 102 of the General Corporation Law of the State of Delaware
(the "DGCL"), a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director.

       Section 102(b)(7) of the DGCL, provides that a corporation (in its
original certificate of incorporation or an amendment thereto) may eliminate or
limit the personal liability of a director (or certain persons who, pursuant to
the provisions of the certificate of incorporation, exercise or perform duties
conferred or imposed upon directors by the DGCL) to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.

       Under Section 145 of the DGCL, in general, a corporation may indemnify
its directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties to which they may be made parties by reason of their
being or having been directors, officers, employees or agents and shall so
indemnify such persons if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. Article VIII of the
Certificate of Incorporation provides that the Company shall indemnify its
officers, directors, employees and agents to the full extent permitted by
Delaware law.
<PAGE>
 

                                 UNDERTAKINGS

       (a)     The undersigned Registrant hereby undertakes:

               (1)  to file, during any period in which offers or sales are
       being made, a post-effective amendment to this registration statement 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; and

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

       (b)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or 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 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.

       (c)     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 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 Act and will be governed by the final adjudication of
such issue.
<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 the 26th day of
June, 1996.

                                    TELEPORT COMMUNICATIONS GROUP INC.    
                                                                          
                                                                          
                                    By:/s/ Robert Annunziata              
                                       ------------------------------------
                                               Robert Annunziata          
                                                 President and            
                                            Chief Executive Officer        


       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                                      Capacity                               Date
       ---------                                      --------                               ---- 
<S>                                        <C>                                         <C>
/s/ Robert Annunziata                          Chairman of the Board                   June 26, 1996
- --------------------------------            Directors, President, Chief
      Robert Annunziata                    Executive Officer, and Chief
                                                 Operating Officer
 
/s/ John A. Scarpati                         Senior Vice President and                 June 26, 1996
- --------------------------------              Chief Executive Officer
        John A. Scarpati                   (Principal Financial Officer)
 
/s/ Maria Terranova-Evans                  Vice President and Controller               June 26, 1996
- --------------------------------           (Principal Accounting Officer)
     Maria Terranova-Evans    
 
/s/ James O. Robbins                                 Director                          June 26, 1996
- --------------------------------
        James O. Robbins
 
/s/ Brian L. Roberts                                 Director                          June 26, 1996
- --------------------------------
       Brian L. Roberts
                                                     
/s/ Ronald H. Cooper                                 Director                          June 26, 1996
- --------------------------------
       Ronald H. Cooper
                                                     
 /s/ Brendan R. Clouston                             Director                          June 26, 1996 
- --------------------------------
       Brendan R. Clouston
 
/s/ John R. Dillon                                   Director                          June 26, 1996
- --------------------------------
        John R. Dillon
</TABLE>
<PAGE>
 
<TABLE>
<S>                                              <C>                             <C>
/s/ Gerald W. Gaines                             Director                        June 26, 1996
- --------------------------------                                                                 
        Gerald W. Gaines                                                                         
                                                                                                 
 /s/ Nancy Hawthorne                             Director                        June 26, 1996
- --------------------------------                                                                 
         Nancy Hawthorne                                                                         
                                                             
 /s/ Lawrence S. Smith                           Director                        June 26, 1996   
- --------------------------------                                                                 
       Lawrence S. Smith                                                                         
                                                                                                 
 /s/ Larry E. Romrell                            Director                        June 26, 1996
- --------------------------------                                                                 
       Larry E. Romrell                                                                          
                                                                                                 
 /s/ david M. Woodrow                            Director                        June 26, 1996 
- --------------------------------
        David M. Woodrow
</TABLE>
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                     Exhibit                   
- -----------                     -------                   
<S>              <C>                                      
     5           Opinion of Dow, Lohnes & Albertson

   23(i)         Consent of Deloitte & Touche LLP

  23(ii)         Consent of Dow, Lohnes & Albertson
                 (contained in their opinion in Exhibit 5)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15054}]
{"company-data": {"conformed-name": "TELEPORT COMMUNICATIONS GROUP INC", "cik": "0001012099", "assigned-sic": "4813", "irs-number": "133173139", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07009", "film-number": "96587171"}, "business-address": {"street1": "ONE TELEPORT DRIVE", "city": "STATEN ISLAND", "state": "NY", "zip": "10311-1011", "phone": "7183552000"}}
As filed with the Securities and Exchange Commission on ____________

                                                           Registration No. 33-

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           _________________________

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

                           _________________________

                      Teleport Communications Group Inc.
            (Exact name of registrant as specified in its charter)

              DELAWARE                                        13-3173139
      (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

          ONE TELEPORT DRIVE                                  10311-1033
    STATEN ISLAND NEW YORK, NEW YORK                          (Zip Code)
(Address of Principal Executive Offices)

                           _________________________

                      TELEPORT COMMUNICATIONS GROUP INC.
                            1993 STOCK OPTION PLAN
                             (Full title of plan)

                           _________________________

                             John W. Thomson, Esq.
                         Vice President and Secretary
                      Teleport Communications Group Inc.
                              One Teleport Drive
                      Staten Island, New York 10311-1011

                           _________________________

                    Telephone number of agent for service:
                                (718) 355-2000
 
                           _________________________
                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                 Proposed           Proposed
                                            maximum offering        maximum
 Title of security        Amount being          price per      aggregate offering        Amount of
 being registered        registered (*)           share              price           registration fee
- ----------------------------------------------------------------------------------------------------------
Class A
 Common Stock,
$.01 Par Value  
Per Share.....             10,931,033             $17.00          $185,827,561         $64,078.47
 =========================================================================================================
(*)  Plus an indeterminate number of additional shares which may be offered and
     issued in accordance with the Plan terms to prevent dilution from stock
     splits, stock dividends or similar transactions.

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

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       Teleport Communications Group Inc. (the "Company") hereby incorporates,
or will be deemed to have incorporated, herein by reference the following
documents:

       (1)     The Company's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933 for the fiscal year ended December 31, 1995.

       (2)     The description of the Company's Class A Common Stock contained
in the Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such description;
and

       (3)     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to 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.

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

       Article V of the Amended and Restated Certificate of Incorporation of the
Company, (the "Certificate of Incorporation"), provides that to the fullest
extent of Section 102 of the General Corporation Law of the State of Delaware
(the "DGCL"), a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director.

       Section 102(b)(7) of the DGCL, provides that a corporation (in its
original certificate of incorporation or an amendment thereto) may eliminate or
limit the personal liability of a director (or certain persons who, pursuant to
the provisions of the certificate of incorporation, exercise or perform duties
conferred or imposed upon directors by the DGCL) to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.

       Under Section 145 of the DGCL, in general, a corporation may indemnify
its directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties to which they may be made parties by reason of their
being or having been directors, officers, employees or agents and shall so
indemnify such persons if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. Article VIII of the
Certificate of Incorporation provides that the Company shall indemnify its
officers, directors, employees and agents to the full extent permitted by
Delaware law.
UNDERTAKINGS

       (a)     The undersigned Registrant hereby undertakes:

               (1)  to file, during any period in which offers or sales are
       being made, a post-effective amendment to this registration statement 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; and

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

       (b)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or 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 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.

       (c)     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 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 Act and will be governed by the final adjudication of
such issue.
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 the 26th day of
June, 1996.

                                    TELEPORT COMMUNICATIONS GROUP INC.    
                                                                          
                                                                          
                                    By:/s/ Robert Annunziata              
                                       ------------------------------------
                                               Robert Annunziata          
                                                 President and            
                                            Chief Executive Officer        

       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                                      Capacity                               Date
       ---------                                      --------                               ----
/s/ Robert Annunziata                          Chairman of the Board                   June 26, 1996
- --------------------------------            Directors, President, Chief
      Robert Annunziata                    Executive Officer, and Chief
                                                 Operating Officer
 
/s/ John A. Scarpati                         Senior Vice President and                 June 26, 1996
- --------------------------------              Chief Executive Officer
        John A. Scarpati                   (Principal Financial Officer)
 
/s/ Maria Terranova-Evans                  Vice President and Controller               June 26, 1996
- --------------------------------           (Principal Accounting Officer)
     Maria Terranova-Evans    
 
/s/ James O. Robbins                                 Director                          June 26, 1996
- --------------------------------
        James O. Robbins
 
/s/ Brian L. Roberts                                 Director                          June 26, 1996
- --------------------------------
       Brian L. Roberts
                                                     
/s/ Ronald H. Cooper                                 Director                          June 26, 1996
- --------------------------------
       Ronald H. Cooper
                                                     
 /s/ Brendan R. Clouston                             Director                          June 26, 1996 
- --------------------------------
       Brendan R. Clouston
 
/s/ John R. Dillon                                   Director                          June 26, 1996
- --------------------------------
        John R. Dillon
/s/ Gerald W. Gaines                             Director                        June 26, 1996
- --------------------------------                                                                 
        Gerald W. Gaines                                                                         
                                                                                                 
 /s/ Nancy Hawthorne                             Director                        June 26, 1996
- --------------------------------                                                                 
         Nancy Hawthorne                                                                         
                                                             
 /s/ Lawrence S. Smith                           Director                        June 26, 1996   
- --------------------------------                                                                 
       Lawrence S. Smith                                                                         
                                                                                                 
 /s/ Larry E. Romrell                            Director                        June 26, 1996
- --------------------------------                                                                 
       Larry E. Romrell                                                                          
                                                                                                 
 /s/ david M. Woodrow                            Director                        June 26, 1996 
- --------------------------------
        David M. Woodrow
EXHIBIT INDEX
Exhibit No.                     Exhibit                   
- -----------                     -------
5           Opinion of Dow, Lohnes & Albertson

   23(i)         Consent of Deloitte & Touche LLP

  23(ii)         Consent of Dow, Lohnes & Albertson
                 (contained in their opinion in Exhibit 5)