As filed with the Securities and Exchange                 Registration No. 333-
Commission on May 20, 2002

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              HORIZON TELCOM, INC.
             (Exact name of registrant as specified in its charter)

                                 Ohio 31-1449037
                                 ---- ----------
         (State or other jurisdiction of (I.R.S. Employer Identification
                       incorporation or organization) No.)

                68 East Main Street, Chillicothe, Ohio 45601-0480
                -------------------------------------- ----------
               (Address of Principal Executive Offices) (Zip Code)

                   HORIZON TELCOM, INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                               Thomas McKell, CEO
                              Horizon Telcom, Inc.
                               68 East Main Street
                          Chillicothe, Ohio 45601-0480

                     (Name and address of agent for service)

                                 (740) 772-8200
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Robert F. Dow, Esq.
                            Arnall Golden Gregory LLP
                           1201 West Peachtree Street
                            2800 One Atlantic Center
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8706

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                                     <C>              <C>                      <C>                <C>

---------------------------------------------------------------------------------------------------------------------
                                                                                      Proposed
                                                                Proposed              maximum          Amount of
        Title of securities             Amount to be        Maximum offering         aggregate        registration
        to be registered(1)              Registered        Price per share(2)      offering price        fee(2)
------------------------------------ ------------------- ------------------------ ----------------- -----------------
Class A and Class B Common Stock,        950 Shares              $60.00               $57,000            $ 5.25
Without par value
--------------------------------------------------------------------------------------------------------------------
Class A and Class B Common Stock,       9,050 Shares             $59.28               $536,484           $49.36
Without par value
--------------------------------------------------------------------------------------------------------------------
               TOTAL                                                                                     $54.61
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This  Registration  Statement  also covers such in  determinable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of the Horizon Telcom, Inc. 1999 Stock Option Plan (the "Plan").

(2)  Calculated  pursuant  to Rule  457(h),  based  upon the  price at which the
     options granted under the Plan may be exercised ($60.00) and the latest
     available book value for the Common Stock on March 31, 2001 for the shares
     subject to options issuable but not yet granted under the Plan ($59.28).


<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) The  Registrant's  Registration  Statement on Form 10 ("Form 10") filed
under Section 12 of the Securities Exchange Act of 1934.

     (b) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2001.

     (c) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2002.

     (d) The description of the  Registrant's  Common Stock, as such description
is set forth in the Form 10,  including  any  amendment  or report filed for the
purpose of updating such description.

     (e) All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 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 shares of Common Stock offered have been sold or which
deregisters  all of such shares  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 of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The regulations of Horizon Telcom provide for  indemnification  of officers
and directors, as described below:

     Actions Not by the Company.  Horizon Telcom shall  indemnify any person who
was or is a  party,  or is  threatened  to be made a party,  to any  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative, or investigative, other than an action by or in the right of the
Company,  by reason  of the fact  that he is or was a  director  or  officer  of
Horizon  Telcom or is or was  serving  at the  request  of  Horizon  Telcom as a
director,  officer,  partner,  or trustee of another  corporation,  domestic  or
foreign,  nonprofit or for profit,  partnership,  joint venture,  trust or other
enterprise,  against expenses, including  attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit, or proceeding if he acted in good faith and in a manner
he  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.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall  not,  of  itself  create a


                                      2
<PAGE>

presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  and  with  respect  to  any  criminal  action  or  proceeding,  he had
reasonable cause to believe that his conduct was unlawful.

     Actions by the Company.  Horizon Telcom shall  indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed  action or suit by or in the  right of  Horizon  Telcom  to  procure a
judgment  in its favor by reason  of the fact  that he is or was a  director  or
officer of the Company, or is or was serving at the request of Horizon Telcom as
a director,  officer,  partner, or trustee of another  corporation,  domestic or
foreign,  nonprofit or for profit,  partnership,  joint venture, trust, or other
enterprise against expenses,  including attorneys' fees, actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or  not  opposed  to  the  best  interests  of  the  Company,   except  that  no
indemnification  shall be made in respect of any claim,  issue,  or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to Horizon Telcom unless,  and only to
the extent that, the court of common pleas, or the court in which such action or
suit  was  brought,   shall  determine  upon  application   that,   despite  the
adjudication  of liability,  but in view of all the  circumstances  of the case,
such person is fairly and reasonably  entitled to indemnity for such expenses as
the court of common pleas or such other court shall deem proper.

     Indemnification  for Expenses.  To the extent that a person  indemnified by
right or at the option of Horizon  Telcom under the above bylaw  provisions  has
been  successful  on the merits or otherwise  in defense of any action,  suit or
proceeding  referred to in said sections,  or in defense of any claim,  issue or
matter therein, he shall be indemnified against expenses,  including  attorneys'
fees, actually and reasonably incurred by him in connection therewith.

         Determination of Indemnification. Any indemnification under these bylaw
provisions, unless ordered by a court, shall be made by Horizon Telcom only as
authorized in the specific case upon a determination that indemnification of the
indemnified person is proper in the circumstances because he has met the
applicable standard of conduct set forth in the bylaws. Such determination shall
be made (a) by a majority vote of a quorum consisting of directors of Horizon
Telcom who were not and are not parties to or threatened with any such action,
suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority
vote of a quorum of disinterested directors so directs, in a written opinion by
independent legal counsel, other than an attorney or a firm having associated
with it an attorney who has been retained by or who has performed services for
Horizon Telcom or any person to be indemnified, within the past five years, or
(c) by the shareholders, or (d) by the court of common pleas or the court in
which such action, suit, or proceeding was brought. Any determination made by
the disinterested directors under clause (a) or by independent legal counsel
under clause (b) shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the Company, and within ten
days after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such action or suit was
brought to review the reasonableness of such determination.

         Advances of Expenses. Expenses, including attorneys' fees, incurred in
defending any action, suit, or proceeding referred to in the above bylaw
provisions may be paid by Horizon Telcom in advance of the final disposition of
such action, suit, or proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of the indemnified
person to repay such amount, unless it shall ultimately be determined that he is
entitled to be indemnified by Horizon Telcom as authorized in the above bylaw
provisions. No holder shall have the right to question such expenses paid so
long as the board of directors has authorized such payment and the
aforementioned undertaking has been received by the Company; provided that the
restriction contained in this sentence shall not be construed to restrict a
shareholder's right to question the reasonableness of the ultimate determination
of indemnification as described above under "--Determination of
Indemnification."

         Indemnification Not Exclusive. The indemnification provided by the
bylaws shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles, or any agreement, vote of
shareholders or disinterested directors, statute (as now existing or as
hereafter enacted or amended), or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office and
shall continue as to a person who has ceased to be a director, officer, partner,
trustee, or other indemnified capacity and shall inure to the benefit of the
heirs, executors, and administrators of such a person.



                                       3
<PAGE>


         Insurance. Horizon Telcom is authorized under the bylaws to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, trustee, employee, or agent of the Company, or is or was serving at the
request of Horizon Telcom as a director, officer, partner, trustee, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not Horizon Telcom has the obligation or power to
indemnify him against such liability under the bylaws. Horizon Telcom has
purchased such insurance covering the officers and directors.

         Definitions. As used in the bylaws, references to "Company" includes
all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director or officer of
such a constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, partner, trustee, or other
indemnified capacity of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise, shall stand
in the same position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving corporation in the
same capacity.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

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

          4.1       Form of Stock  Certificate  (Incorporated  by  reference  to
                    Exhibit 4.1 to the  Registrant's  Registration  Statement on
                    Form 10 (No. 000-32617) filed on April 30, 2001, as amended)

          4.2       Articles of Incorporation of Horizon Telcom (Incorporated by
                    reference  to Exhibit 3.1 to the  Registrant's  Registration
                    Statement  on Form 10 (No.  000-32617)  filed on  April  30,
                    2001, as amended)

          4.3       Code of  Regulations  of  Horizon  Telcom  (Incorporated  by
                    reference  to Exhibit 3.2 to the  Registrant's  Registration
                    Statement  on Form 10 (No.  000-32617)  filed on  April  30,
                    2001, as amended)

          5*        Opinion of Arnall Golden Gregory LLP regarding legality

          23.1*     Consent of Arnall  Golden  Gregory LLP  (included as part of
                    Exhibit 5 hereto)

          23.2*     Consent of Arthur Andersen LLP

          24.1*     Power of Attorney  (included as part of the  signature  page
                    hereto)


------------------
* Filed herewith.




                                       4
<PAGE>

ITEM 9.  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:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (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;

                    (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;

                    Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii)
          shall  not  apply if the  information  required  to be  included  in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the  Registrant  pursuant  to  Section 13 or Section
          15(d) of the Securities  Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, 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 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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  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
proceedings)  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.




                                       5
<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 Chillicothe, State of Ohio on February 20, 2002.

                                HORIZON TELCOM, INC.


                                By: /s/  Thomas McKell
                                   ---------------------------------------------
                                    Thomas McKell
                                    President and Chief
                                    Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Thomas McKell and Peter M. Holland and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:

<TABLE>
<CAPTION>
<S>                                                  <C>                                          <C>

                    Name                                               Title                            Date
---------------------------------------------
/s/ Thomas McKell                                    President, Chief Executive  Officer and      February 20, 2002
---------------------------------------------
       Thomas McKell                                 Director (Principal Executive Officer)
---------------------------------------------
/s/ Peter M. Holland                                 Financial Officer (Principal Financial       February 20, 2002
--------------------------------------------
       Peter M. Holland                              and Accounting Officer)
---------------------------------------------
/s/ John E. Herrnstein                               Director                                     February 20, 2002
--------------------------------------------
       John E. Herrnstein
---------------------------------------------
/s/ Joseph G. Kear                                   Director                                     February 20, 2002
--------------------------------------------
       Joseph G. Kear
---------------------------------------------
/s/ David McKell                                     Director                                     February 20, 2002
--------------------------------------------
       David McKell
---------------------------------------------
/s/ Joseph S. McKell                                 Director                                     February 20, 2002
--------------------------------------------
       Joseph S. McKell
---------------------------------------------
/s/ Robert McKell                                    Director                                     February 20, 2002
--------------------------------------------
       Robert McKell
---------------------------------------------
/s/ Helen M. Sproat                                  Director                                     February 20, 2002
--------------------------------------------
       Helen M. Sproat
---------------------------------------------
/s/ Jack E. Thompson                                 Director                                     February 20, 2002
--------------------------------------------
       Jack E. Thompson
---------------------------------------------
/s/ Jerry Whited                                     Director                                     February 20, 2002
--------------------------------------------
       Jerry Whited
---------------------------------------------


</TABLE>


                                       6
<PAGE>


                                  EXHIBIT INDEX


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

4.1       Form of Stock Certificate (Incorporated by reference to Exhibit 4.1 to
          the  Registrant's  Registration  Statement on Form 10 (No.  000-32617)
          filed on September 30, 2001)

5*        Opinion of Arnall Golden Gregory LLP regarding legality

23.1*     Consent of Arnall  Golden  Gregory LLP  (included as part of Exhibit 5
          hereto)

23.2*     Consent of Arthur Andersen LLP

24.1*     Power of Attorney (included as part of the signature page hereto)


------------------------
*        Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "horizontelcoms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25389}]
{"company-data": {"conformed-name": "HORIZON TELCOM INC", "cik": "0001139218", "assigned-sic": "4813", "irs-number": "311449037", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88688", "film-number": "02658200"}, "business-address": {"street1": "68 EAST MAIN STREET", "city": "CHILLICOTH", "state": "OH", "zip": "45601-0480", "phone": "7407728200"}, "mail-address": {"street1": "68 EAST MAIN STREET", "city": "CHILLICOTH", "state": "OH", "zip": "45601-0480"}}
As filed with the Securities and Exchange                 Registration No. 333-
Commission on May 20, 2002

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              HORIZON TELCOM, INC.
             (Exact name of registrant as specified in its charter)

                                 Ohio 31-1449037
                                 ---- ----------
         (State or other jurisdiction of (I.R.S. Employer Identification
                       incorporation or organization) No.)

                68 East Main Street, Chillicothe, Ohio 45601-0480
                -------------------------------------- ----------
               (Address of Principal Executive Offices) (Zip Code)

                   HORIZON TELCOM, INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                               Thomas McKell, CEO
                              Horizon Telcom, Inc.
                               68 East Main Street
                          Chillicothe, Ohio 45601-0480

                     (Name and address of agent for service)

                                 (740) 772-8200
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Robert F. Dow, Esq.
                            Arnall Golden Gregory LLP
                           1201 West Peachtree Street
                            2800 One Atlantic Center
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8706

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                                                      Proposed
                                                                Proposed              maximum          Amount of
        Title of securities             Amount to be        Maximum offering         aggregate        registration
        to be registered(1)              Registered        Price per share(2)      offering price        fee(2)
------------------------------------ ------------------- ------------------------ ----------------- -----------------
Class A and Class B Common Stock,        950 Shares              $60.00               $57,000            $ 5.25
Without par value
--------------------------------------------------------------------------------------------------------------------
Class A and Class B Common Stock,       9,050 Shares             $59.28               $536,484           $49.36
Without par value
--------------------------------------------------------------------------------------------------------------------
               TOTAL                                                                                     $54.61
--------------------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  also covers such in  determinable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of the Horizon Telcom, Inc. 1999 Stock Option Plan (the "Plan").

(2)  Calculated  pursuant  to Rule  457(h),  based  upon the  price at which the
     options granted under the Plan may be exercised ($60.00) and the latest
     available book value for the Common Stock on March 31, 2001 for the shares
     subject to options issuable but not yet granted under the Plan ($59.28).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) The  Registrant's  Registration  Statement on Form 10 ("Form 10") filed
under Section 12 of the Securities Exchange Act of 1934.

     (b) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2001.

     (c) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2002.

     (d) The description of the  Registrant's  Common Stock, as such description
is set forth in the Form 10,  including  any  amendment  or report filed for the
purpose of updating such description.

     (e) All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 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 shares of Common Stock offered have been sold or which
deregisters  all of such shares  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 of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The regulations of Horizon Telcom provide for  indemnification  of officers
and directors, as described below:

     Actions Not by the Company.  Horizon Telcom shall  indemnify any person who
was or is a  party,  or is  threatened  to be made a party,  to any  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative, or investigative, other than an action by or in the right of the
Company,  by reason  of the fact  that he is or was a  director  or  officer  of
Horizon  Telcom or is or was  serving  at the  request  of  Horizon  Telcom as a
director,  officer,  partner,  or trustee of another  corporation,  domestic  or
foreign,  nonprofit or for profit,  partnership,  joint venture,  trust or other
enterprise,  against expenses, including  attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit, or proceeding if he acted in good faith and in a manner
he  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.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall  not,  of  itself  create a

                                      2
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  and  with  respect  to  any  criminal  action  or  proceeding,  he had
reasonable cause to believe that his conduct was unlawful.

     Actions by the Company.  Horizon Telcom shall  indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed  action or suit by or in the  right of  Horizon  Telcom  to  procure a
judgment  in its favor by reason  of the fact  that he is or was a  director  or
officer of the Company, or is or was serving at the request of Horizon Telcom as
a director,  officer,  partner, or trustee of another  corporation,  domestic or
foreign,  nonprofit or for profit,  partnership,  joint venture, trust, or other
enterprise against expenses,  including attorneys' fees, actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or  not  opposed  to  the  best  interests  of  the  Company,   except  that  no
indemnification  shall be made in respect of any claim,  issue,  or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to Horizon Telcom unless,  and only to
the extent that, the court of common pleas, or the court in which such action or
suit  was  brought,   shall  determine  upon  application   that,   despite  the
adjudication  of liability,  but in view of all the  circumstances  of the case,
such person is fairly and reasonably  entitled to indemnity for such expenses as
the court of common pleas or such other court shall deem proper.

     Indemnification  for Expenses.  To the extent that a person  indemnified by
right or at the option of Horizon  Telcom under the above bylaw  provisions  has
been  successful  on the merits or otherwise  in defense of any action,  suit or
proceeding  referred to in said sections,  or in defense of any claim,  issue or
matter therein, he shall be indemnified against expenses,  including  attorneys'
fees, actually and reasonably incurred by him in connection therewith.

         Determination of Indemnification. Any indemnification under these bylaw
provisions, unless ordered by a court, shall be made by Horizon Telcom only as
authorized in the specific case upon a determination that indemnification of the
indemnified person is proper in the circumstances because he has met the
applicable standard of conduct set forth in the bylaws. Such determination shall
be made (a) by a majority vote of a quorum consisting of directors of Horizon
Telcom who were not and are not parties to or threatened with any such action,
suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority
vote of a quorum of disinterested directors so directs, in a written opinion by
independent legal counsel, other than an attorney or a firm having associated
with it an attorney who has been retained by or who has performed services for
Horizon Telcom or any person to be indemnified, within the past five years, or
(c) by the shareholders, or (d) by the court of common pleas or the court in
which such action, suit, or proceeding was brought. Any determination made by
the disinterested directors under clause (a) or by independent legal counsel
under clause (b) shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the Company, and within ten
days after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such action or suit was
brought to review the reasonableness of such determination.

         Advances of Expenses. Expenses, including attorneys' fees, incurred in
defending any action, suit, or proceeding referred to in the above bylaw
provisions may be paid by Horizon Telcom in advance of the final disposition of
such action, suit, or proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of the indemnified
person to repay such amount, unless it shall ultimately be determined that he is
entitled to be indemnified by Horizon Telcom as authorized in the above bylaw
provisions. No holder shall have the right to question such expenses paid so
long as the board of directors has authorized such payment and the
aforementioned undertaking has been received by the Company; provided that the
restriction contained in this sentence shall not be construed to restrict a
shareholder's right to question the reasonableness of the ultimate determination
of indemnification as described above under "--Determination of
Indemnification."

         Indemnification Not Exclusive. The indemnification provided by the
bylaws shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles, or any agreement, vote of
shareholders or disinterested directors, statute (as now existing or as
hereafter enacted or amended), or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office and
shall continue as to a person who has ceased to be a director, officer, partner,
trustee, or other indemnified capacity and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

                                       3
Insurance. Horizon Telcom is authorized under the bylaws to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, trustee, employee, or agent of the Company, or is or was serving at the
request of Horizon Telcom as a director, officer, partner, trustee, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not Horizon Telcom has the obligation or power to
indemnify him against such liability under the bylaws. Horizon Telcom has
purchased such insurance covering the officers and directors.

         Definitions. As used in the bylaws, references to "Company" includes
all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director or officer of
such a constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, partner, trustee, or other
indemnified capacity of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise, shall stand
in the same position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving corporation in the
same capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

          4.1       Form of Stock  Certificate  (Incorporated  by  reference  to
                    Exhibit 4.1 to the  Registrant's  Registration  Statement on
                    Form 10 (No. 000-32617) filed on April 30, 2001, as amended)

          4.2       Articles of Incorporation of Horizon Telcom (Incorporated by
                    reference  to Exhibit 3.1 to the  Registrant's  Registration
                    Statement  on Form 10 (No.  000-32617)  filed on  April  30,
                    2001, as amended)

          4.3       Code of  Regulations  of  Horizon  Telcom  (Incorporated  by
                    reference  to Exhibit 3.2 to the  Registrant's  Registration
                    Statement  on Form 10 (No.  000-32617)  filed on  April  30,
                    2001, as amended)

          5*        Opinion of Arnall Golden Gregory LLP regarding legality

          23.1*     Consent of Arnall  Golden  Gregory LLP  (included as part of
                    Exhibit 5 hereto)

          23.2*     Consent of Arthur Andersen LLP

          24.1*     Power of Attorney  (included as part of the  signature  page
                    hereto)

------------------
* Filed herewith.

                                       4
ITEM 9.  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:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (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;

                    (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;

                    Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii)
          shall  not  apply if the  information  required  to be  included  in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the  Registrant  pursuant  to  Section 13 or Section
          15(d) of the Securities  Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, 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 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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  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
proceedings)  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.

                                       5
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 Chillicothe, State of Ohio on February 20, 2002.

                                HORIZON TELCOM, INC.

                                By: /s/  Thomas McKell
                                   ---------------------------------------------
                                    Thomas McKell
                                    President and Chief
                                    Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Thomas McKell and Peter M. Holland and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
Name                                               Title                            Date
---------------------------------------------
/s/ Thomas McKell                                    President, Chief Executive  Officer and      February 20, 2002
---------------------------------------------
       Thomas McKell                                 Director (Principal Executive Officer)
---------------------------------------------
/s/ Peter M. Holland                                 Financial Officer (Principal Financial       February 20, 2002
--------------------------------------------
       Peter M. Holland                              and Accounting Officer)
---------------------------------------------
/s/ John E. Herrnstein                               Director                                     February 20, 2002
--------------------------------------------
       John E. Herrnstein
---------------------------------------------
/s/ Joseph G. Kear                                   Director                                     February 20, 2002
--------------------------------------------
       Joseph G. Kear
---------------------------------------------
/s/ David McKell                                     Director                                     February 20, 2002
--------------------------------------------
       David McKell
---------------------------------------------
/s/ Joseph S. McKell                                 Director                                     February 20, 2002
--------------------------------------------
       Joseph S. McKell
---------------------------------------------
/s/ Robert McKell                                    Director                                     February 20, 2002
--------------------------------------------
       Robert McKell
---------------------------------------------
/s/ Helen M. Sproat                                  Director                                     February 20, 2002
--------------------------------------------
       Helen M. Sproat
---------------------------------------------
/s/ Jack E. Thompson                                 Director                                     February 20, 2002
--------------------------------------------
       Jack E. Thompson
---------------------------------------------
/s/ Jerry Whited                                     Director                                     February 20, 2002
--------------------------------------------
       Jerry Whited
---------------------------------------------
6
EXHIBIT INDEX

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

4.1       Form of Stock Certificate (Incorporated by reference to Exhibit 4.1 to
          the  Registrant's  Registration  Statement on Form 10 (No.  000-32617)
          filed on September 30, 2001)

5*        Opinion of Arnall Golden Gregory LLP regarding legality

23.1*     Consent of Arnall  Golden  Gregory LLP  (included as part of Exhibit 5
          hereto)

23.2*     Consent of Arthur Andersen LLP

24.1*     Power of Attorney (included as part of the signature page hereto)

------------------------
*        Filed herewith.