<PAGE>

As filed with the Securities and Exchange Commission on October 1, 1996.
Registration No. 333-
           

                  SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM  S-8 
                        REGISTRATION STATEMENT
                             UNDER THE 
                        SECURITIES ACT OF 1933
      
               POLISH TELEPHONES AND MICROWAVE CORPORATION
           (Exact Name of Registrant as Specified in its Charter)
                   (d/b/a Telscape International, Ltd.)
         TEXAS                                          75-2433637
  (State or Other Jurisdiction                       (I.R.S. Employer
of Incorporation or Organization)                      Identification Number) 

4635 SOUTHWEST FREEWAY, SUITE 800, HOUSTON, TEXAS  77027; PHONE: (713) 968-0968
                   (Address of Principal Executive Offices)

                    CONSULTING AGREEMENT BY AND AMONG
POLISH TELEPHONES AND MICROWAVE CORPORATION, LANGLEY FINANCIAL GROUP INC., 
                        AND RICHARD H. LANGLEY, JR.
                           (Full title of plan)

                              E. SCOTT CRIST
                      4635 SOUTHWEST FREEWAY, SUITE 800
                HOUSTON, TEXAS  77027; PHONE (713) 968-0968
            (Name, address and telephone number of agent for service)

If any of the securities being registered on this Form are to be offered on 
a delayed or continuous basis pursuant to Rule 415 under the Securities Act 
of 1933 check the following box: X  
                                ---

                               Copies to:
                      Ralph V. De Martino, Esquire
                   De Martino Finkelstein Rosen & Virga
                     1818 N Street, N.W., Suite 400
               Washington, D.C. 20036-2492; Phone: (202) 659-0494

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


                                                               Proposed
                                               Proposed        Maximum
                                               Maximum         Aggregate     Amount of
Title of Securities        Amount to be      Offering Price    Offering     Registration
    to be Registered            Registered       per Share(1)      Price(1)       Fee(1)
-----------------------------------------------------------------------------------------
<S>                               <C>            <C>              <C>          <C>
Option to Purchase Common Stock   100,000         $ -              $ -          $ -
Common Stock,$.001 par value(2)    80,000          4.69             375,200      129.38
Common Stock,$.001 par value      100,000(3)       5.00(4)          500,000      172.41
Common Stock,$.001 par value      180,000(5)                                       (6)  
Total                                                                           $301.79    




</TABLE>
(1) Except as indicated, the offering price per share has been calculated in  
    in accordance with Rule 457(h) under the Securities Act of 1933 based upon 
    the average of the bid and asked prices of the Common Stock within five
    days from the filing of this registration statement.
(2) Represents shares of Common Stock issuable to Richard H. Langley, Jr. (the
    "Consultant") pursuant to the terms of the Consulting Agreement (the
    "Plan").
(3) Represents the maximum number of shares which may be issued pursuant to the 
    exercise of options to be issued in accordance with the terms of the Plan.
    In addition to such shares, this Registration Statement covers such
    additional number of shares as may be required by reason of the operation
    of the antidilution provisions of the Plan and/or the Option.
(4) Represents the exercise price per share of Common Stock that may be issued 
    upon the exercise of the option. 
(5) Represents to same shares described above, which shares may be resold by
    the Consultant.
(6) Pursuant to Rule 457(h)(3), no additional fee is payable since these 
    shares, which may be offered for resale, are the same shares being 
    registered hereby upon their initial issuance pursuant to the Plan.

<PAGE>
                                    PART I

ITEM 1:PLAN INFORMATION.

     This Registration Statement (the "Registration Statement") relates to 
the issuance of shares of common stock, par value $.001 per share (the 
"Common Stock") of Polish Telephones and Microwave Corporation (the 
"Company") to Richard H. Langley, Jr. (the "Consultant") pursuant to the 
terms of a Consulting Agreement, dated as of May 6, 1996, and as amended 
September 17, 1996, by and among the Company, Langley Financial Group, Inc. 
("LFGI"), and the Consultant (the "Consulting Agreement").  Pursuant to the 
terms of the Consulting Agreement the Consultant and LFGI agreed to serve as 
non-exclusive financial public relations counsel as a liaison between the 
Company and its shareholders and as an advisor to the Company with respect to 
communications and information such as press releases and shareholder reports 
and related services.  Pursuant to the Consulting Agreement the Company 
agreed to pay $2,500 per month to the Consultant and to issue to the 
Consultant an aggregate of up to 80,000 shares of Common Stock and an option 
to purchase 100,000 shares of Common Stock at an exercise price of $6.00 per 
share.  Pursuant to the terms of the Consulting Agreement, the original term 
of the Consulting Agreement was one year beginning June 24, 1996. 

The foregoing information relating to the provisions of the Consulting 
Agreement is intended to provide a summary thereof and does not purport to be 
a complete description of the Consulting Agreement.  Such summary should be 
read in conjunction with the Consulting Agreement which has been filed as 
Exhibit 10.1 hereto and is incorporated herein by reference in its entirety.

ITEM 2:REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The Consultant has been provided with copies of the documents 
incorporated herein by reference in Part II: Item 3 hereof and has been 
advised by the Company in writing that such documents will continue to be 
available, without charge, to the Consultant upon the Consultant's written 
request to the Company at its offices at 4635 Southwest Freeway, Suite 800, 
Houston, Texas, 77027.


                                  PART II

ITEM 3:INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents (and any amendments thereto) filed by the 
Company with the Securities and Exchange Commission (the "Commission") are 
incorporated by reference herein in their entirety, and shall be deemed to be 
a part hereof from the date of filing such documents:

                                      1
<PAGE>


       (a) the Company's Annual Report on Form 10-KSB for the fiscal year
           ended December 31, 1995 filed with the Commission on March 29,
           1996 (File No. 0-24622), and as amended on September 9, 1996;

       (b) the Company's Quarterly Report on Form 10-QSB for the quarter ended
           June 30, 1996 filed with the Commission on August 19, 1996 (File
           No. 0-24622);

       (c) all other documents and reports filed by the Company after the date 
           of this Registration Statement under Sections 13(a), 13(c) and 15(d) 
           of the Securities Exchange Act of 1934, prior to the filing of a  
           post-effective amendment to this Registration Statement which 
           indicates that all of the securities covered hereunder have been 
           sold or which deregisters all of such securities which remain 
           unsold; and

       (d) the description of the Common Stock as set forth in the Form 8A 
           registration statement, filed with the Commission on August 3, 1994, 
           on behalf of the Company, as the same has been or may hereafter be 
           amended (File No. 0-24622), is incorporated herein by reference in 
           its entirety.  In connection therewith, the following description is 
           provided:

     The Common Stock was initially registered under Section 12(g) of the 
Securities Exchange Act of 1934, as amended, on August 3, 1994, on the Form 8A 
referenced above on behalf of the Company.  The Company is currently authorized 
to issue up to 10,000,000 shares of Common Stock, par value $.001 per share and 
5,000,000 shares of preferred stock, par value $.001 per share of which 
1,000,000 shares have been designated as Series A Preferred and 380,000 shares 
have been designated as Series B Non-Voting, Non-Participating Preferred Stock, 
$.001 par value per share (the "Series B Preferred Stock").  As of the date 
hereof, there are 3,925,147 shares of Common Stock issued and outstanding, 
there are no shares of Series A Preferred Stock issued and outstanding and 
there are 380,000 shares of Series B Preferred Stock issued and outstanding.

     Holders of the Common Stock are entitled to one vote per share on each 
matter submitted to vote at any meeting of shareholders.  Shares of Common 
Stock do not carry cumulative voting rights and therefore, holders of a 
majority of the outstanding shares of Common Stock will be able to elect the 
entire board of directors of the Company and, if they do so, minority 
shareholders would not be able to elect any members to the Company's board of 
directors.  The Company's board of directors has authority, without action by 
the Company's shareholders, to issue all or any portion of the authorized but 
unissued shares of Common Stock, which would have the effect of reducing the 
percentage of securities ownership of the Company's shareholders and diluting 
the book value of the Common Stock.

     Shareholders of the Company have no preemptive rights to acquire 
additional shares of Common Stock.  The Common Stock is not subject to 
redemption and carries no subscription or conversion rights.  In the event of 
liquidation of the Company, the holders of shares of Common Stock are entitled 
to share equally in corporate assets after the holders of preferred stock and 
after satisfaction of liabilities.  Holders of Common Stock are entitled to

                                   2

<PAGE>

receive such dividends as the Company's board of directors may from time to 
time declare out of funds legally available for the payment thereof.  The 
Company has never paid cash dividends on its Common Stock and does not 
anticipate that it will pay cash dividends thereon in the foreseeable future.

     Pursuant to the Texas Securities Act of 1957, the Texas State Securities 
Commissioner has the discretion to require that an issuer offering and selling 
securities to the residents of Texas in a public offering deposit certain 
outstanding securities in escrow.  In that regard, certain former and present 
officers and directors of the Company are parties to a Stock Escrow Agreement 
(the "Escrow Agreement") dated August 8, 1994.  The Escrow Agreement was 
required by the State Securities Commissioner of Texas as a condition to the 
registration of securities in Texas in connection with the Company's initial 
public offering.  The Escrow Agreement provides that a total of 415,503 shares 
of Common Stock and 55,779 shares of Common Stock issuable upon the exercise of 
options be held in escrow for a period of not less than two years and not more 
than ten years.  The terms of the Escrow Agreement provide further that shares 
held in escrow may be released provided that the Company attain certain levels 
of earnings per share during any two or five consecutive fiscal year periods.  
In addition, the Escrow Agreement permits the unconditional release of twenty 
(20%) percent of the escrowed shares upon the sixth anniversary of the Escrow 
Agreement and twenty (20%) percent every year thereafter until the tenth 
anniversary of the Escrow Agreement.  As of the date hereof, no shares have 
been released pursuant to the Escrow Agreement.

ITEM 4:DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5:INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6:INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 2.02-1 of the Texas Business Corporation Act empowers a 
corporation to indemnify its directors and officers and to purchase insurance 
with respect to liability arising out of their capacity or status as directors 
and officers provided that such provision shall not eliminate or limit the 
liability of a director: (i) for any transaction from which the director 
derived an improper personal benefit; and (ii) the director or officer is found 
liable to a corporation.

     The Texas Business Corporation Act provides further that the 
indemnification permitted thereunder shall not be deemed exclusive of any other 
rights to which the directors and officers of a corporation may be entitled 
under the corporation's bylaws, any agreement, vote of shareholders or 
otherwise.

     Article XII of the Company's Certificate of Incorporation eliminates the 
personal liability of directors to the fullest extent permitted by Section 
2.02-1 of the Texas Business Corporation Act.

                                    3
 <PAGE>

     The effect of the foregoing is to require the Company to indemnify the 
officers and directors of the Company for any claim arising against any such 
person in his official capacity if such person acted in good faith and in a 
manner that such person reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.


INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY
HAS BEEN INFORMED 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.

ITEM 7:EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable

ITEM 8:EXHIBITS.

       The following exhibits are attached hereto:

Exhibit No.                    Description of Exhibit                 Page No.

   4.1      Form of Option to Purchase Common Stock                      10

   5.1      Opinion of De Martino Findelstein Rosen & Virga              19

  10.1      Financial Relations Consulting Agreement dated May 6, 1996   22
            by and among Polish Telephones and Microwave Corporation,
            Langley Financial Group, Inc., and Richard H. Langley, Jr.
            and amendment thereto
    
  23.1      Consent of De Martino Finkelstein Rosen & Virga included in  19
            Exhibit 5.1

  23.2      Consent of Hoffman, McBryde & Co., P.C.                      30

                                    4
<PAGE>

ITEM 9:UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     A.  Rule 415 Offering.

       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 
additional or changed information with respect to the plan of distribution;

       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.

     B.  Subsequent Exchange Act Documents Incorporated by Reference:

     The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the issuer's 
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, 
and each filing of the 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.  To Transmit Certain Material.

         1. The undersigned Registrant hereby undertakes to deliver or cause to 
be delivered with the prospectus to each Plan participant to whom the 
prospectus is sent or given a copy of the Registrant's annual report to 
stockholders for its last fiscal year, unless such Plan participant otherwise 
has received a copy of such report, in which case the Registrant shall state in 
the prospectus that it will promptly furnish, without charge, a copy of such 
report on written request of the Plan participant.  If the last fiscal year of 
the Registrant has ended within 120 days prior to the use of the prospectus, 
the annual report of the Registrant for the preceding fiscal year may be so 
delivered, but within such 120 day period the annual report for the last fiscal 
year will be furnished to each such Plan participant.

         2. The undersigned Registrant hereby undertakes to transmit or cause 
to be transmitted to all participants in the Plan who do not otherwise receive 
such material as stockholders of the Registrant, at the time and in the manner 
such material is sent to its stockholders, copies of all reports, proxy 
statements and other communications distributed to its stockholders generally.

                                   5
<PAGE>

     D.  Indemnification.

         1.  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers, and controlling persons 
of the Company pursuant to the foregoing provisions, or otherwise, the Company 
has been advised that in the opinion of the Commission such indemnification is 
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other 
than the payment by the Company of expenses incurred or paid by a director, 
officer, or controlling person of the Company in the successful defense of any 
action, suit, or proceeding) is asserted by such director, officer, or 
controlling person in connection with the securities being registered, the 
Company will, unless in the opinion of its counsel the matter has been settled 
by controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.

                                      6
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing this 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 Houston, Texas, on this 30th day of September, 1996.


                                    POLISH TELEPHONES AND MICROWAVE
                                      CORPORATION


                                    By:/s/ E. Scott Crist                   
                                       -------------------------------------
                                       E. Scott Crist, President and Chief
                                        Executive Officer



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

      Signature                   Title                         Date
      ---------                   -----                         ----

/s/ Gary Panno                    Chairman of the Board
------------------------          
Gary Panno                       


/s/ Christopher H. Efird          Vice Chairman of the
------------------------           Board and Secretary
Christopher H. Efird


/s/ E. Scott Crist               President and Chief
------------------------          Chief Executive Officer
E. Scott Crist

/s/ Manuel Landa                 Executive Vice
------------------------          President, and Director
Manuel Landa


/s/ Mark Vance                   Executive Vice President
------------------------          and Chief Financial Officer
Mark Vance


/s/ Oscar Garcia                   Director
------------------------       
Oscar Garcia         


/s/ Darrell O. Kirkland            Director
------------------------       
Darrell O. Kirkland  

<PAGE>


      Signature                   Title                         Date
      ---------                   -----                         ----

/s/ Ricardo Orea                   Director       
-------------------------
Ricardo Orea         


/s/ Roy A. Varghese                Director
-------------------------       
Roy A. Varghese
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As filed with the Securities and Exchange Commission on October 1, 1996.
Registration No. 333-
           

                  SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM  S-8 
                        REGISTRATION STATEMENT
                             UNDER THE 
                        SECURITIES ACT OF 1933
      
               POLISH TELEPHONES AND MICROWAVE CORPORATION
           (Exact Name of Registrant as Specified in its Charter)
                   (d/b/a Telscape International, Ltd.)
         TEXAS                                          75-2433637
  (State or Other Jurisdiction                       (I.R.S. Employer
of Incorporation or Organization)                      Identification Number) 

4635 SOUTHWEST FREEWAY, SUITE 800, HOUSTON, TEXAS  77027; PHONE: (713) 968-0968
                   (Address of Principal Executive Offices)

                    CONSULTING AGREEMENT BY AND AMONG
POLISH TELEPHONES AND MICROWAVE CORPORATION, LANGLEY FINANCIAL GROUP INC., 
                        AND RICHARD H. LANGLEY, JR.
                           (Full title of plan)

                              E. SCOTT CRIST
                      4635 SOUTHWEST FREEWAY, SUITE 800
                HOUSTON, TEXAS  77027; PHONE (713) 968-0968
            (Name, address and telephone number of agent for service)

If any of the securities being registered on this Form are to be offered on 
a delayed or continuous basis pursuant to Rule 415 under the Securities Act 
of 1933 check the following box: X  
                                ---

                               Copies to:
                      Ralph V. De Martino, Esquire
                   De Martino Finkelstein Rosen & Virga
                     1818 N Street, N.W., Suite 400
               Washington, D.C. 20036-2492; Phone: (202) 659-0494

                         CALCULATION OF REGISTRATION FEE
Proposed
                                               Proposed        Maximum
                                               Maximum         Aggregate     Amount of
Title of Securities        Amount to be      Offering Price    Offering     Registration
    to be Registered            Registered       per Share(1)      Price(1)       Fee(1)
-----------------------------------------------------------------------------------------
Option to Purchase Common Stock   100,000         $ -              $ -          $ -
Common Stock,$.001 par value(2)    80,000          4.69             375,200      129.38
Common Stock,$.001 par value      100,000(3)       5.00(4)          500,000      172.41
Common Stock,$.001 par value      180,000(5)                                       (6)  
Total                                                                           $301.79
(1) Except as indicated, the offering price per share has been calculated in  
    in accordance with Rule 457(h) under the Securities Act of 1933 based upon 
    the average of the bid and asked prices of the Common Stock within five
    days from the filing of this registration statement.
(2) Represents shares of Common Stock issuable to Richard H. Langley, Jr. (the
    "Consultant") pursuant to the terms of the Consulting Agreement (the
    "Plan").
(3) Represents the maximum number of shares which may be issued pursuant to the 
    exercise of options to be issued in accordance with the terms of the Plan.
    In addition to such shares, this Registration Statement covers such
    additional number of shares as may be required by reason of the operation
    of the antidilution provisions of the Plan and/or the Option.
(4) Represents the exercise price per share of Common Stock that may be issued 
    upon the exercise of the option. 
(5) Represents to same shares described above, which shares may be resold by
    the Consultant.
(6) Pursuant to Rule 457(h)(3), no additional fee is payable since these 
    shares, which may be offered for resale, are the same shares being 
    registered hereby upon their initial issuance pursuant to the Plan.
PART I

ITEM 1:PLAN INFORMATION.

     This Registration Statement (the "Registration Statement") relates to 
the issuance of shares of common stock, par value $.001 per share (the 
"Common Stock") of Polish Telephones and Microwave Corporation (the 
"Company") to Richard H. Langley, Jr. (the "Consultant") pursuant to the 
terms of a Consulting Agreement, dated as of May 6, 1996, and as amended 
September 17, 1996, by and among the Company, Langley Financial Group, Inc. 
("LFGI"), and the Consultant (the "Consulting Agreement").  Pursuant to the 
terms of the Consulting Agreement the Consultant and LFGI agreed to serve as 
non-exclusive financial public relations counsel as a liaison between the 
Company and its shareholders and as an advisor to the Company with respect to 
communications and information such as press releases and shareholder reports 
and related services.  Pursuant to the Consulting Agreement the Company 
agreed to pay $2,500 per month to the Consultant and to issue to the 
Consultant an aggregate of up to 80,000 shares of Common Stock and an option 
to purchase 100,000 shares of Common Stock at an exercise price of $6.00 per 
share.  Pursuant to the terms of the Consulting Agreement, the original term 
of the Consulting Agreement was one year beginning June 24, 1996. 

The foregoing information relating to the provisions of the Consulting 
Agreement is intended to provide a summary thereof and does not purport to be 
a complete description of the Consulting Agreement.  Such summary should be 
read in conjunction with the Consulting Agreement which has been filed as 
Exhibit 10.1 hereto and is incorporated herein by reference in its entirety.

ITEM 2:REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The Consultant has been provided with copies of the documents 
incorporated herein by reference in Part II: Item 3 hereof and has been 
advised by the Company in writing that such documents will continue to be 
available, without charge, to the Consultant upon the Consultant's written 
request to the Company at its offices at 4635 Southwest Freeway, Suite 800, 
Houston, Texas, 77027.

                                  PART II

ITEM 3:INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents (and any amendments thereto) filed by the 
Company with the Securities and Exchange Commission (the "Commission") are 
incorporated by reference herein in their entirety, and shall be deemed to be 
a part hereof from the date of filing such documents:

                                      1
(a) the Company's Annual Report on Form 10-KSB for the fiscal year
           ended December 31, 1995 filed with the Commission on March 29,
           1996 (File No. 0-24622), and as amended on September 9, 1996;

       (b) the Company's Quarterly Report on Form 10-QSB for the quarter ended
           June 30, 1996 filed with the Commission on August 19, 1996 (File
           No. 0-24622);

       (c) all other documents and reports filed by the Company after the date 
           of this Registration Statement under Sections 13(a), 13(c) and 15(d) 
           of the Securities Exchange Act of 1934, prior to the filing of a  
           post-effective amendment to this Registration Statement which 
           indicates that all of the securities covered hereunder have been 
           sold or which deregisters all of such securities which remain 
           unsold; and

       (d) the description of the Common Stock as set forth in the Form 8A 
           registration statement, filed with the Commission on August 3, 1994, 
           on behalf of the Company, as the same has been or may hereafter be 
           amended (File No. 0-24622), is incorporated herein by reference in 
           its entirety.  In connection therewith, the following description is 
           provided:

     The Common Stock was initially registered under Section 12(g) of the 
Securities Exchange Act of 1934, as amended, on August 3, 1994, on the Form 8A 
referenced above on behalf of the Company.  The Company is currently authorized 
to issue up to 10,000,000 shares of Common Stock, par value $.001 per share and 
5,000,000 shares of preferred stock, par value $.001 per share of which 
1,000,000 shares have been designated as Series A Preferred and 380,000 shares 
have been designated as Series B Non-Voting, Non-Participating Preferred Stock, 
$.001 par value per share (the "Series B Preferred Stock").  As of the date 
hereof, there are 3,925,147 shares of Common Stock issued and outstanding, 
there are no shares of Series A Preferred Stock issued and outstanding and 
there are 380,000 shares of Series B Preferred Stock issued and outstanding.

     Holders of the Common Stock are entitled to one vote per share on each 
matter submitted to vote at any meeting of shareholders.  Shares of Common 
Stock do not carry cumulative voting rights and therefore, holders of a 
majority of the outstanding shares of Common Stock will be able to elect the 
entire board of directors of the Company and, if they do so, minority 
shareholders would not be able to elect any members to the Company's board of 
directors.  The Company's board of directors has authority, without action by 
the Company's shareholders, to issue all or any portion of the authorized but 
unissued shares of Common Stock, which would have the effect of reducing the 
percentage of securities ownership of the Company's shareholders and diluting 
the book value of the Common Stock.

     Shareholders of the Company have no preemptive rights to acquire 
additional shares of Common Stock.  The Common Stock is not subject to 
redemption and carries no subscription or conversion rights.  In the event of 
liquidation of the Company, the holders of shares of Common Stock are entitled 
to share equally in corporate assets after the holders of preferred stock and 
after satisfaction of liabilities.  Holders of Common Stock are entitled to

                                   2
receive such dividends as the Company's board of directors may from time to 
time declare out of funds legally available for the payment thereof.  The 
Company has never paid cash dividends on its Common Stock and does not 
anticipate that it will pay cash dividends thereon in the foreseeable future.

     Pursuant to the Texas Securities Act of 1957, the Texas State Securities 
Commissioner has the discretion to require that an issuer offering and selling 
securities to the residents of Texas in a public offering deposit certain 
outstanding securities in escrow.  In that regard, certain former and present 
officers and directors of the Company are parties to a Stock Escrow Agreement 
(the "Escrow Agreement") dated August 8, 1994.  The Escrow Agreement was 
required by the State Securities Commissioner of Texas as a condition to the 
registration of securities in Texas in connection with the Company's initial 
public offering.  The Escrow Agreement provides that a total of 415,503 shares 
of Common Stock and 55,779 shares of Common Stock issuable upon the exercise of 
options be held in escrow for a period of not less than two years and not more 
than ten years.  The terms of the Escrow Agreement provide further that shares 
held in escrow may be released provided that the Company attain certain levels 
of earnings per share during any two or five consecutive fiscal year periods.  
In addition, the Escrow Agreement permits the unconditional release of twenty 
(20%) percent of the escrowed shares upon the sixth anniversary of the Escrow 
Agreement and twenty (20%) percent every year thereafter until the tenth 
anniversary of the Escrow Agreement.  As of the date hereof, no shares have 
been released pursuant to the Escrow Agreement.

ITEM 4:DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5:INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6:INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 2.02-1 of the Texas Business Corporation Act empowers a 
corporation to indemnify its directors and officers and to purchase insurance 
with respect to liability arising out of their capacity or status as directors 
and officers provided that such provision shall not eliminate or limit the 
liability of a director: (i) for any transaction from which the director 
derived an improper personal benefit; and (ii) the director or officer is found 
liable to a corporation.

     The Texas Business Corporation Act provides further that the 
indemnification permitted thereunder shall not be deemed exclusive of any other 
rights to which the directors and officers of a corporation may be entitled 
under the corporation's bylaws, any agreement, vote of shareholders or 
otherwise.

     Article XII of the Company's Certificate of Incorporation eliminates the 
personal liability of directors to the fullest extent permitted by Section 
2.02-1 of the Texas Business Corporation Act.

                                    3
The effect of the foregoing is to require the Company to indemnify the 
officers and directors of the Company for any claim arising against any such 
person in his official capacity if such person acted in good faith and in a 
manner that such person reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY
HAS BEEN INFORMED 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.

ITEM 7:EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable

ITEM 8:EXHIBITS.

       The following exhibits are attached hereto:

Exhibit No.                    Description of Exhibit                 Page No.

   4.1      Form of Option to Purchase Common Stock                      10

   5.1      Opinion of De Martino Findelstein Rosen & Virga              19

  10.1      Financial Relations Consulting Agreement dated May 6, 1996   22
            by and among Polish Telephones and Microwave Corporation,
            Langley Financial Group, Inc., and Richard H. Langley, Jr.
            and amendment thereto
    
  23.1      Consent of De Martino Finkelstein Rosen & Virga included in  19
            Exhibit 5.1

  23.2      Consent of Hoffman, McBryde & Co., P.C.                      30

                                    4
ITEM 9:UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     A.  Rule 415 Offering.

       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 
additional or changed information with respect to the plan of distribution;

       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.

     B.  Subsequent Exchange Act Documents Incorporated by Reference:

     The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the issuer's 
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, 
and each filing of the 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.  To Transmit Certain Material.

         1. The undersigned Registrant hereby undertakes to deliver or cause to 
be delivered with the prospectus to each Plan participant to whom the 
prospectus is sent or given a copy of the Registrant's annual report to 
stockholders for its last fiscal year, unless such Plan participant otherwise 
has received a copy of such report, in which case the Registrant shall state in 
the prospectus that it will promptly furnish, without charge, a copy of such 
report on written request of the Plan participant.  If the last fiscal year of 
the Registrant has ended within 120 days prior to the use of the prospectus, 
the annual report of the Registrant for the preceding fiscal year may be so 
delivered, but within such 120 day period the annual report for the last fiscal 
year will be furnished to each such Plan participant.

         2. The undersigned Registrant hereby undertakes to transmit or cause 
to be transmitted to all participants in the Plan who do not otherwise receive 
such material as stockholders of the Registrant, at the time and in the manner 
such material is sent to its stockholders, copies of all reports, proxy 
statements and other communications distributed to its stockholders generally.

                                   5
D.  Indemnification.

         1.  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers, and controlling persons 
of the Company pursuant to the foregoing provisions, or otherwise, the Company 
has been advised that in the opinion of the Commission such indemnification is 
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other 
than the payment by the Company of expenses incurred or paid by a director, 
officer, or controlling person of the Company in the successful defense of any 
action, suit, or proceeding) is asserted by such director, officer, or 
controlling person in connection with the securities being registered, the 
Company will, unless in the opinion of its counsel the matter has been settled 
by controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.

                                      6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing this 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 Houston, Texas, on this 30th day of September, 1996.

                                    POLISH TELEPHONES AND MICROWAVE
                                      CORPORATION

                                    By:/s/ E. Scott Crist                   
                                       -------------------------------------
                                       E. Scott Crist, President and Chief
                                        Executive Officer

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

      Signature                   Title                         Date
      ---------                   -----                         ----

/s/ Gary Panno                    Chairman of the Board
------------------------          
Gary Panno                       

/s/ Christopher H. Efird          Vice Chairman of the
------------------------           Board and Secretary
Christopher H. Efird

/s/ E. Scott Crist               President and Chief
------------------------          Chief Executive Officer
E. Scott Crist

/s/ Manuel Landa                 Executive Vice
------------------------          President, and Director
Manuel Landa

/s/ Mark Vance                   Executive Vice President
------------------------          and Chief Financial Officer
Mark Vance

/s/ Oscar Garcia                   Director
------------------------       
Oscar Garcia         

/s/ Darrell O. Kirkland            Director
------------------------       
Darrell O. Kirkland
Signature                   Title                         Date
      ---------                   -----                         ----

/s/ Ricardo Orea                   Director       
-------------------------
Ricardo Orea         

/s/ Roy A. Varghese                Director
-------------------------       
Roy A. Varghese