As filed with the Securities and Exchange Commission on June 28, 1996
                                                       Registration No. 333-
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          GST TELECOMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Canada
- --------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


- --------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

   1030-999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2
- --------------------------------------------------------------------------------
               (Address of principal executive offices)           (Zip Code)

                          GST TELECOMMUNICATIONS, INC.
                             1995 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                      WARRANT ISSUED AS OF OCTOBER 1, 1995
                            (Full title of the plan)

                     Robert H. Hanson, Senior Vice President
                          GST Telecommunications, Inc.
                         1285 Sheridan Avenue, Suite 245
                               Cody, Wyoming 82414
                     (Name and address of agent for service)

                                 (307) 527-6048
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
                                                     Proposed        Proposed
      Title of                                        maximum         maximum
     securities                 Amount               offering        aggregate       Amount of
       to be                    to be                price per       offering      registration
     registered               registered               share           price            fee
- --------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>             <C>               <C>      
Common Shares, no
par value                     656,264  (1)(2)         $6.617(2)       $4,342,499        $1,497.42
- --------------------------------------------------------------------------------------------------
Common Shares, no
par value                   1,243,736  (1)(3)        $14.625(3)       18,189,639         6,272.29
- --------------------------------------------------------------------------------------------------
Common Shares, no
par value                     300,000  (1)            $6.75            2,025,000           698.28
- --------------------------------------------------------------------------------------------------
      Total                 2,200,000                                 24,557,138        $8,467.99
==================================================================================================

</TABLE>

(1)   Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended  (the
      "Securities  Act"),  an  indeterminate  number of Common  Shares  that may
      become issuable  pursuant to antidilution  provisions of the  Registrant's
      1995 Stock  Option  Plan (the "1995  Plan"),  1996 Stock  Option Plan (the
      "1996  Option  Plan") and 1996  Employee  Stock  Purchase  Plan (the "1996
      Purchase Plan" and,  together with the 1995 Plan and the 1996 Option Plan,
      the  "Plans")  and  Warrant  issued as of  October  1, 1995 are also being
      registered.
(2)   Represents  656,264 shares with respect to which options have been granted
      under  the 1995  Plan  and the  1996  Option  Plan at a  weighted  average
      exercise price of $6.617 per share.



<PAGE>



(3)   An  aggregate  of  1,243,736  shares is to be  offered  under the Plans at
      prices  not  presently  determined.  Pursuant  to Rule  457(h)  under  the
      Securities  Act, the offering price of these  additional  Common Shares is
      estimated  solely for the purpose of determining the  registration fee and
      is based on $14.625,  the per share average of high and low sale prices of
      the Common Shares as reported by the American Stock Exchange  ("AMEX") for
      trading on June 24, 1996.



                                       -2-

<PAGE>
PROSPECTUS

                            762,250 COMMON SHARES

                        GST TELECOMMUNICATIONS, INC.
                   Common Shares (no par value per share)

      This  Prospectus  relates to the  reoffer  and  resale by certain  selling
shareholders  (the  "Selling  Shareholders"),  some of whom may be  deemed to be
"affiliates"  as defined in Rule 405 of the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  of GST  Telecommunications,  Inc. (the  "Company") of
shares (the "Shares")  constituting a portion of the Common Shares, no par value
per  share  (the  "Common  Shares"),  of the  Company  that may be issued by the
Company to the Selling  Shareholders (i) upon the exercise of options granted or
to be granted under (a) the  Company's  1995 Stock Option Plan (the "1995 Plan")
or (b) the Company's 1996 Stock Option Plan (the "1996 Option Plan"),  (ii) upon
purchase from the Company pursuant to the Company's 1996 Employee Stock Purchase
Plan (the "1996 Purchase Plan") or (iii) upon the exercise of a warrant dated as
of October 1, 1995 issued to Stephen  Irwin,  the Vice Chairman of the Board and
Secretary of the Company (the  "Warrant").  This  Prospectus also relates to the
reoffer and resale of Shares to be acquired by individuals  who may be deemed to
be "affiliates" of the Company (collectively, the "Future Selling Shareholders")
upon (i)  exercise of stock  options to be granted  under the 1995 Plan and 1996
Plan, or (ii)  purchase  pursuant to the Stock  Purchase  Plan. If and when such
options  are  granted to or such  Shares  are  purchased  by the Future  Selling
Shareholders,  the Company  intends to  distribute  a Prospectus  Supplement  as
required by Rule 424(b) of the Securities Act. Such  Prospectus  Supplement will
specify the names of the Future Selling Shareholders and the amount of Shares to
be reoffered and sold by them.

      The  offer  and sale of the  Shares to the  Selling  Shareholders  and the
Future Selling Shareholders were previously registered under the Securities Act.
The  Shares are being  reoffered  and resold  for the  accounts  of the  Selling
Shareholders  and the  Future  Selling  Shareholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

      The Selling Shareholders have advised the Company that the resale of their
Shares  may be  effected  from time to time in one or more  transactions  on the
American Stock Exchange  ("AMEX"),  in negotiated  transactions  or otherwise at
market  prices  prevailing  at the  time  of the  sale  or at  prices  otherwise
negotiated.  See "Plan of  Distribution."  The Company will bear all expenses in
connection with the preparation of this Prospectus.

         AN INVESTMENT IN THE COMMON SHARES OFFERED HEREBY INVOLVES
        A HIGH DEGREE OF RISK. SEE "RISK FACTORS" AT PAGE 4 HEREOF.

      The Company's Common Shares are traded on the AMEX under the symbol "GST."
On June 24,  1996,  the last sale price for the Common  Shares,  as  reported on
AMEX, was $14.625.

       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
         SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
         ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


            The date of this Prospectus is June 28, 1996.



<PAGE>



                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission  (the  "Commission").  Such  reports  and  other  information  can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549;
500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60661; and Seven World
Trade Center,  Suite 1300, New York, New York 10048. Copies of such material can
be obtained  from the Public  Reference  Section of the  Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549, at prescribed rates. The
Common Shares are listed on the AMEX and such reports and other  information may
also be inspected at the offices of the AMEX, 86 Trinity  Place,  New York,  New
York 10006.

                                TABLE OF CONTENTS




AVAILABLE INFORMATION..........................................-2-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................-3-

RISK FACTORS...................................................-4-

THE COMPANY...................................................-12-

MATERIAL CHANGES..............................................-12-

USE OF PROCEEDS...............................................-13-

SELLING SHAREHOLDERS..........................................-13-

PLAN OF DISTRIBUTION..........................................-14-

LEGAL MATTERS.................................................-14-

EXPERTS.......................................................-14-

ADDITIONAL INFORMATION........................................-15-





                                       -2-

<PAGE>



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


      The  Company's  Annual  Report  on Form  20-F for the  fiscal  year  ended
September  30, 1995, as amended,  and Reports of Foreign  Issuer on Form 6-K for
the  quarters  ended  December  31,  1995,  as  amended  and March 31,  1996 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  All subsequent  annual reports filed by the Company on Form 20-F, 40-F,
10-K or otherwise,  prior to the termination of this offering,  are deemed to be
incorporated  by reference in this  prospectus  and shall be deemed to be a part
hereof  from the date of  filing  of such  documents.  All  Reports  on Form 6-K
subsequently  filed by the Company  pursuant to the Exchange Act and  identified
therein  as a Form 6-K being  incorporated  by  reference  herein,  prior to the
termination of this offering, are deemed to be incorporated by reference in this
Prospectus  and shall be deemed to be a part  hereof  from the date of filing of
such documents.

      The  Company's  Application  for  Registration  of its Common Shares under
Section  12(b) of the  Exchange  Act filed on March 3, 1994 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

      The Company hereby  undertakes to provide without charge to each person to
whom a copy of this  Prospectus  has  been  delivered,  on the  written  or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be  directed  to  GST  Telecommunications,  Inc.  at  4317  N.E.  Thurston  Way,
Vancouver, Washington 98662, Attention: Investor Relations. Oral requests should
be directed to Investor Relations (telephone number (360) 254-4700).

                                   ----------

      No  dealer,  salesman  or other  person  has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Shareholders.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.


                                     -3-

<PAGE>



                                 RISK FACTORS

      The securities  offered hereby involve a high degree of risk.  Prospective
investors should carefully  consider the following risk factors before making an
investment decision.

Development and Expansion Risk and Possible Inability to Manage Growth

      The Company is in the early stages of its operations. Its networks serving
the San Gabriel  Valley,  Tucson,  Albuquerque,  Fresno and Coalinga,  have only
recently  become  commercially  operational  and the  Company  has not  deployed
switches  in its  networks.  The  continued  expansion  and  development  of the
Company's  networks  and the  success of the  Company's  switched  and  enhanced
services will depend,  among other things,  upon the Company's ability to assess
potential  markets,  design fiber backbone routes that provide ready access to a
substantial  customer base,  secure  financing,  obtain required  rights-of-way,
building access and governmental permits, implement expanded interconnection and
collocation with facilities owned by local exchange telephone companies ("LECs")
and achieve a sufficient customer base, and upon subsequent changes in state and
federal regulations. There can be no assurance that any networks to be developed
or further developed will be completed on schedule, at a commercially reasonable
cost or within the Company's  specifications.  In addition, the expansion of the
Company's  business may involve  acquisitions,  which, if made, could divert the
resources and management time of the Company and could require  integration with
the Company's  existing networks and services.  The Company's future performance
will depend, in part, upon its ability to manage its growth  effectively,  which
will require it to continue to implement  and improve its  operating,  financial
and  accounting  systems,  to expand,  train and manage its employee base and to
effectively manage the integration of any acquired  business.  These factors and
others could  adversely  affect the  expansion of the customer  base and service
offerings  of the  Company's  existing  networks,  as  well as  commencement  of
operations  of new  networks.  The  Company's  inability  either  to  expand  in
accordance with its plans or to manage its growth could have a material  adverse
effect on its business,  financial condition and results of operations. See "The
Company."

Historical and Anticipated Future Operating Losses and Negative EBITDA

      The Company  has  incurred  and  expects to  continue to incur  increasing
operating  losses and  negative  EBITDA while it expands its business and builds
its customer  base. The Company has incurred  significant  increases in expenses
associated with these  activities and there can be no assurance that an adequate
customer  base with  respect to any or all of its  services  will be achieved or
sustained. The Company does not expect to achieve a significant market share for
any of its services.  The Company had a net loss of approximately  $20.5 million
and  negative  EBITDA of $11.1  million for the six months ended March 31, 1996.
The Company had a net loss of approximately $11.3 million and negative EBITDA of
$8.8  million  for  the  year  ended  September  30,  1995  and  a net  loss  of
approximately $3.5 million and negative EBITDA of $0.8 million for the 13 months
ended  September  30,  1994.  There can be no  assurance  that the Company  will
achieve or sustain  profitability or generate  positive EBITDA. At September 20,
1995, the Company had a U.S. net operating loss  carryforward  of  approximately
$8.5 million and Canadian net operating loss carryforward of approximately  $5.8
million.  While such loss  carryforwards  are available to offset future taxable
income of the  Company,  it is more likely  than not that the  Company  will not
generate sufficient taxable income so as to utilize all or a substantial portion
of such loss carryforwards prior to their expiration.

Significant Capital Requirements

      The Company believes that the net proceeds of approximately $171.3 million
from a private placement offering consummated in December 1995 ("the December


                                     -4-

<PAGE>



Offering"),  together with cash on hand and borrowings  expected to be available
under both a $100 million credit  facility with Tomen America and its affiliates
("Tomen") (the "Tomen  Facility") and the equipment  financing being negotiated,
will  provide  sufficient  funds for the  Company  to  expand  its  business  as
presently  planned and to fund its  operating  expenses  for the next 12 months.
Thereafter, the Company expects to require additional financing. However, in the
event that the Company's plans or assumptions  change or prove to be inaccurate,
or its cash on hand,  net  proceeds  from the December  Offering and  borrowings
under the Tomen Facility and the equipment financing being negotiated,  prove to
be insufficient to fund the Company's  growth and operations,  or if the Company
consummates  acquisitions,  or if the  Company's  operating  cash  flow does not
increase  substantially,  the Company may be required to seek additional capital
sooner than  currently  anticipated.  Sources of financing may include public or
private equity or debt financings by the Company or its  subsidiaries,  sales of
non-strategic  assets or other  financing  arrangements.  The  Company  has been
discussing with Tomen the possibility of modifying the Tomen Facility to provide
additional  financing  for  the  interconnection  of  the  Company's  California
networks and for the Hawaiian  inter-island  network.  There can be no assurance
that  additional  financing  under  the  Tomen  Facility  or  otherwise  will be
available to the Company or, if available, that it can be obtained on acceptable
terms or within the  limitations  contained  in the  indentures  relating to the
Notes sold in the December  Offering (the  "Indentures") in any future financing
arrangement.  Failure  to obtain  such  financing  could  result in the delay or
abandonment of some or all of the Company's  development and expansion plans and
expenditures and could have a material adverse effect on the Company's business.
Such failure  could also limit the ability of the Company to make  principal and
interest payments on its outstanding  indebtedness,  which would have a material
adverse effect on the value of the Common Shares.

      The Company has no working capital or other credit facility under which it
may borrow for working capital and other general corporate  purposes.  There can
be no  assurance  that such a facility  will be  available to the Company in the
future or that if such a facility were available,  that it would be available on
terms and conditions acceptable to the Company.

Substantial Indebtedness

      At March 31, 1996, the Company had  outstanding  on a  consolidated  basis
approximately  $219.2 million of  indebtedness.  The accretion of original issue
discount on the notes (the  "Notes") will cause an increase in  indebtedness  of
$164.9 million by December 15, 2000. The Indentures  limit, but do not prohibit,
the  incurrence  of  additional   indebtedness  by  the  Company.   The  Company
anticipates  that it  will  incur  substantial  additional  indebtedness  in the
future.  At March 31, 1996, the Company had $82.5 million of availability  under
the Tomen Facility to finance the  development  and  construction  of additional
networks,  if and to the extent that proposals for funding projects are approved
by Tomen. Since March 31, 1996,  approximately  $11.7 million was borrowed under
the  Tomen  Facility.  The  Company  expects  to  incur  substantial  additional
indebtedness  in  the  future.   The  Company  is  negotiating   with  equipment
manufacturers  for  approximately  $315.0 million of financing.  There can be no
assurance that any such equipment  financing will be available to the Company on
acceptable terms or at all.

      The level of the Company's  indebtedness could have important consequences
to its future prospects, including the following: (i) the ability of the Company
to obtain any  necessary  financing in the future for working  capital,  capital
expenditures, debt service requirements or other purposes may be limited; (ii) a
substantial portion of the Company's cash flow from operations,  if any, must be
dedicated to the payment of principal  of and interest on its  indebtedness  and
other  obligations  and will not be  available  for  other  purposes;  (iii) the
Company's level of indebtedness  could limit its flexibility in planning for, or
reacting to changes in, its business; (iv) the Company will be more highly


                                     -5-

<PAGE>



leveraged  than some of its  competitors,  which  may place it at a  competitive
disadvantage; and (v) the Company's high level of indebtedness will make it more
vulnerable in the event of a downturn in its business.

Possible Inability to Service Debt

      The  Company  has been  experiencing  increasing  negative  EBITDA and the
Company's earnings before fixed charges were insufficient to cover fixed charges
for the six months ended March 31, 1996,  the year ended  September 30, 1995 and
the 13 months ended September 30, 1994 by $21.4 million,  $13.8 million and $3.0
million, respectively. There can be no assurance that it will be able to improve
its earnings  before fixed charges or EBITDA or that the Company will be able to
meet its debt  service  obligations.  As the Company does not  currently  have a
revolving credit facility, if a shortfall occurs, alternative financing would be
necessary in order for the Company to meet its liquidity  requirements and there
can be no assurance that such financing would be available.  In such event,  the
Company could face  substantial  liquidity  problems.  In addition,  the Company
anticipates  that cash flow from  operations  may be  insufficient  to repay the
Notes in full at  maturity  in which  event such  indebtedness  would need to be
refinanced.  There can be no  assurance  that the Company will be able to effect
such  refinancing.  The  ability of the Company to meet its  obligations  and to
effect such refinancings will be dependent upon, among other things,  the future
performance  of the  Company,  which  will be  subject  to  prevailing  economic
conditions  and to  financial,  business and other  factors,  including  factors
beyond  the  control  of  the  Company.  Failure  by the  Company  to  meet  its
obligations could result in a default on its indebtedness,  including the Notes,
which would permit the holders of such  indebtedness  to accelerate the maturity
thereof.

Financial and Operating Restrictions Imposed by Existing Indebtedness

      The  Indentures and the Tomen Facility  impose  significant  operating and
financial  restrictions on the Company. Such restrictions affect, and in certain
cases  significantly  limit or prohibit,  among other things, the ability of the
Company to incur additional  indebtedness or to create liens on its assets,  pay
dividends,  sell assets,  engage in mergers or acquisitions or make investments.
Failure to comply with any such covenant  could result in a default  thereunder,
which could result in an acceleration of such indebtedness.

Difficulties in Implementing Local and Enhanced Services

      The Company plans to deploy high capacity,  digital switches in the cities
in which it operates or plans to operate networks,  as well as in certain cities
where the Company will rely on LEC facilities for transmission. This will enable
the Company to offer  interstate  switched  access  services  and, as regulatory
conditions permit,  intrastate switched access, enhanced services and local dial
tone. The Company expects negative operating margins from its switched services,
during  the 12 to 18 month  period  after a switch  is  deployed.  For  switches
operating  in  conjunction  with the  Company's  networks,  the Company  expects
operating  margins to improve as the network is expanded  and Larger  volumes of
traffic are carried on the Company's network.  Until such time, the Company will
rely on the LEC to originate and terminate a significant portion of its switched
services traffic.  For switches  operating in cities where the Company will rely
on LEC  facilities for  transmission,  negative  operating  margins are expected
under current LEC pricing tariffs.  Although under the Telecommunications Act of
1996 (the "Telecommunications  Act") the LECs will be required to unbundle local
tariffs and permit the Company to purchase only the  origination and termination
services  it  needs,  thereby  decreasing  operating  expenses,  there can be no
assurance that such unbundling will be effected in a timely manner and result in
prices  favorable  to  the  Company.  In  addition,  the  Company's  ability  to
successfully  implement  its  switched and  enhanced  services  will require the
negotiation of resale  agreements with LECs and other competitive local exchange
telephone companies ("CLECs") and the negotiation of interconnection agreements


                                     -6-

<PAGE>



with incumbent LECs. The Company's  switched  services may not be profitable due
to, among other factors,  lack of customer demand,  competition from other CLECs
and pricing pressure from the LECs. Implementation of the Company's switched and
enhanced  services  is subject  to the  Company's  ability  to obtain  equipment
financing  for switches and upon  equipment  manufacturers'  ability to meet the
Company's switch deployment  schedule.  Although the Company is negotiating with
equipment manufacturers for approximately $315.0 million of equipment financing,
it has not entered into definitive agreements and there can be no assurance that
the Company will obtain such financing, that all or any of such switches will be
deployed or that,  if  deployed,  such  switches  will be utilized to the degree
contemplated by the Company.  The Company has no experience  providing  switched
access  services and there can be no assurance  that the Company will be able to
successfully implement its switched and enhanced services strategy.

Recent Commencement of Marketing

      The Company has only recently  begun  marketing the services of certain of
its networks and, as a result,  the Company has relatively few customers and has
generated limited revenue from its CLEC services.  Although the Company actively
markets its products and  services,  there can be no assurance  that the Company
will be able to attract new customers or retain existing customers.

Dependence on Key Customers

      The Company's five largest telecommunications services customers accounted
for approximately 47.8%, 26.8% and 0.7% of the Company's  consolidated  revenues
for the six months ended March 31, 1996,  the year ended  September 30, 1995 and
the 13 months  ended  September  30, 1994,  respectively.  During the year ended
September 30, 1995, a former customer of the Company's wholly-owned  subsidiary,
International Telemanagement Group, Inc. ("ITG"), which is presently the subject
of a bankruptcy  proceeding,  accounted for 5.3% of the  Company's  consolidated
revenues.  It is  anticipated  that during the early  stages of  development  of
individual networks,  before obtaining a sufficient amount of end-user revenues,
the Company will be dependent on a limited number of long distance  carriers for
a significant  portion of its revenues.  While long distance  carriers have high
volume  requirements  and have  utilized  CLECs,  they  generally are more price
sensitive  than  end-users.   The  five  largest   customers  of  the  Company's
manufacturing  operations  accounted for 7.1%,  16.1% and 22.2% of the Company's
consolidated  revenues for the six months  ended March 31, 1996,  the year ended
September 30, 1995 and the 13 months ended September 30, 1994, respectively. The
loss of, or decrease of business from, one or more  significant  customers could
have a material adverse effect on the business,  financial condition and results
of operations of the Company.

Competition

      The  telecommunications  industry is highly competitive.  In most markets,
the Company's  principal  competitor for local exchange services is the Regional
Bell Operating  Company ("RBOC") or GTE Corporation  ("GTE").  Other competitors
may  include   other  CLECs,   microwave  and   satellite   carriers,   wireless
telecommunications  providers  and private  networks  built by large  end-users.
Potential  competitors (using similar or different  technologies)  include cable
television  companies,  utilities and local  telephone  companies  outside their
current  local  service  areas.  In  addition,  the Company  anticipates  future
competition from large long distance carriers,  such as AT&T Corp. ("AT&T"), MCI
Communications Corporation ("MCI") and Sprint Corporation ("Sprint"), which have
announced plans to offer integrated  local and long distance  telecommunications
services as regulations allow. Consolidation of telecommunications companies and
the formation of strategic alliances within the telecommunications  industry, as
well as the development of new technologies,  could give rise to significant new
competitors to the Company.



                                     -7-

<PAGE>



      As  a  recent  entrant  in  the  integrated   telecommunications  services
industry,  the  Company  has not  achieved  and does not  expect  to  achieve  a
significant market share for any of its services. In particular,  the RBOCs, GTE
and other local telephone companies have long-standing  relationships with their
customers,  have  financial,  technical  and marketing  resources  substantially
greater than those of the Company,  have the potential to subsidize  competitive
services with revenues from a variety of businesses  and currently  benefit from
certain  existing  regulations  that favor the LECs over the  Company in certain
respects.  While recent  regulatory  initiatives,  which allow CLECs such as the
Company  to  interconnect  with  LEC  facilities,   provide  increased  business
opportunities  for the Company,  such  interconnection  opportunities  have been
accompanied by increased  pricing  flexibility  for and relaxation of regulatory
oversight  of the LECs.  For  example,  the  Federal  Communications  Commission
("FCC") granted LECs additional  flexibility in pricing their interstate special
and switched  access  services on a central office  specific  basis.  Under this
pricing scheme, LECs may establish pricing zones based on access traffic density
and charge  different  prices for  central  offices  in each zone.  The  Company
anticipates that the FCC will grant LECs increasing  pricing  flexibility as the
number of  interconnections  and  competitors  increases.  In addition,  the FCC
enacted interim pricing rules that  restructure LEC switched  transport rates in
order to facilitate competition for switched access. If regulators allow LECs to
charge  CLECs  increased  fees in  conjunction  with  interconnection  to  their
networks, the financial condition of the Company could be adversely affected. If
the LECs lower their  rates,  the Company  and others  providing  CLEC and other
telecommunications  services may be forced by market  conditions  to charge less
for their  services  in order to  compete.  There can be no  assurance  that the
Company  will be able to  achieve  or  maintain  significant  revenue or compete
effectively in any of its markets.

      To the extent the  Company  interconnects  with and uses LEC  networks  to
service the Company's  customers,  the Company is dependent  upon the technology
and  capabilities  of the LECs to meet certain  telecommunications  needs of the
Company's  customers  and to maintain  its service  standards.  The Company will
become increasingly  dependent on interconnection with LECs as switched services
become a greater percentage of the Company's  business.  The  Telecommunications
Act imposes  interconnection  obligations on LECs, but there can be no assurance
that the Company will be able to obtain the  services it requires at rates,  and
on terms and conditions,  that permit the Company to offer switched  services at
rates that are both  profitable and  competitive.  In the event that the Company
experiences  difficulties  in obtaining  high quality,  reliable and  reasonably
priced service from the LECs, the  attractiveness  of the Company's  services to
its customers could be impaired.

      The long distance telecommunications industry has relatively insignificant
barriers to entry, numerous entities competing for the same customers and a high
average churn rate, as customers  frequently  change long distance  providers in
response  to  the  offering  of  lower  rates  or   promotional   incentives  by
competitors.  The Company  competes with major  carriers  such as AT&T,  MCI and
Sprint,  as well as other  national  and  regional  long  distance  carriers and
resellers,  many of whom are able to  provide  services  at costs that are lower
than  the  Company's   current   costs.   In  addition,   as  a  result  of  the
Telecommunications  Act, RBOCs also will become competitors in the long distance
telecommunications  industry upon the  satisfaction of certain  conditions.  The
Company  believes  that the  principal  competitive  factors  affecting its long
distance  operations are pricing,  customer  service,  accurate  billing,  clear
pricing  policies and, to a lesser extent,  variety of services.  The ability of
the Company to compete  effectively  will depend upon its  continued  ability to
maintain high quality,  market driven  services at prices  generally equal to or
below those charged by its competitors.  The FCC has, on several occasions since
1984,  approved or required  price  reductions by AT&T.  The FCC has announced a
decision  pursuant to which AT&T will no longer be regulated as a dominant  long
distance  carrier.  This decision  removes AT&T from price-cap  regulations with
respect to its long distance  services as well as other regulatory and reporting
requirements that previously


                                     -8-

<PAGE>



only  applied to AT&T as the sole carrier  designated  by the FCC as dominant in
the long  distance  market.  This  decision,  which is subject to certain  other
commitments and  undertakings  agreed to by AT&T, is expected to increase AT&T's
flexibility  in  competing  in  the  long  distance   services  market  and,  in
particular,  will  eliminate the longer tariff  notice  requirements  previously
applicable  only to AT&T.  To  maintain  its  competitive  posture,  the Company
believes  that it must be in a  position  to reduce  its prices in order to meet
reductions in rates,  if any, by others.  Any such  reductions  could  adversely
affect the Company.

      The  Internet  services  market  is  highly  competitive.   There  are  no
substantial  barriers to entry,  and the Company expects that  competition  will
continue to intensify. The Company's competitors in this market include Internet
service providers, other telecommunications  companies, online services provides
and  Internet  software  providers.  Many  of  these  competitors  have  greater
financial,  technological  and marketing  resources than those  available to the
Company.

      The  Company's   wholly-owned   subsidiary,   National   Applied  Computer
Technologies, Inc. ("NACT"), competes with other lower to medium capacity switch
manufacturers and software providers.  As its business develops and new switches
are   introduced,   NACT's   competitors   may   include   larger   switch   and
telecommunications  equipment  manufacturers  such as Lucent  Technologies Inc.,
Harris Corp.,  Siemens AG, Alcatel  Alsthom  Compagnie  Generale  D'Electricite,
Telefonaktiebolaget  L.M.  Ericsson and Northern  Telecom,  Ltd.  Most of NACT's
potential  competitors  have  substantially  greater  financial,  technical  and
marketing  resources  than NACT and may threaten  the  viability of NACT if such
other  companies  commence  efforts  to  compete  in the  segment  of the switch
manufacturing market in which NACT operates.

Government Regulation

      The  Company's  networks  and the  provision  of switched and private line
services are subject to significant  regulation at the federal,  state and local
levels.  Delays in receiving required  regulatory  approvals or the enactment of
new adverse  regulation or regulatory  requirements  may have a material adverse
effect upon the Company.

      The FCC exercises jurisdiction over the Company to the extent its services
involve  the   provision,   origination   and   termination   of  interstate  or
international telecommunications, including resale of long distance services. As
such a provider,  the Company must file  tariffs with the FCC. In addition,  the
Company must obtain prior FCC authorization for domestic and international  long
distance services.  State regulatory  commissions exercise jurisdiction over the
Company to the extent it provides intrastate services.  As such a provider,  the
Company is required to obtain  regulatory  authorization  and/or file tariffs at
state  agencies in most of the states in which it  operates.  Local  authorities
control the Company's access to municipal  rights-of-way.  The networks are also
subject to numerous local regulations such as building codes and licensing. Such
regulations  vary on a city by city and county by county basis.  There can be no
assurance that state or federal  commissions  will grant  required  authority or
refrain from taking action against the Company,  if it is found to have provided
services  without  obtaining the necessary  authorizations.  If authority is not
obtained or if tariffs are not filed,  or are not  updated,  or otherwise do not
fully  comply  with the  tariff  filing  rules  of the FCC or  state  regulatory
agencies,  third parties or  regulators  could  challenge  these  actions.  Such
challenges could cause the Company to incur substantial legal and administrative
expenses. The recently enacted Telecommunications Act provides for a significant
deregulation of the domestic  telecommunications  industry,  including the local
exchange,   long   distance   and  cable   television   industries.   Since  the
Telecommunications  Act has  only  recently  been  enacted,  it is too  early to
predict  what  effect  such  legislation  will  have  on  the  Company  and  its
operations.



                                     -9-

<PAGE>



      In  addition,  the  FCC  imposes  restrictions  on  foreign  ownership  of
communications service providers utilizing radio frequencies.  The operations of
the  Company's  Hawaiian  network  use,  among  other  transmission  facilities,
microwave radio facilities operating pursuant to FCC licenses granted to Pacwest
Network,  Inc.,  an entity  that is  controlled  by John  Warta,  the  Company's
President and Chief Executive Officer. The FCC also has the authority,  which it
is not presently  exercising,  to impose  restrictions  on foreign  ownership of
communications  service providers not utilizing radio  frequencies,  which could
have a material adverse effect on the Company's CLEC and other businesses.

Need to Adapt to Technological Change

      The  telecommunications  industry  is  subject  to rapid  and  significant
changes  in  technology,  with the  Company  relying  on third  parties  for the
development  of and  access  to new  technology.  The  effect  of  technological
changes,  including changes to wireline and wireless transmission  technologies,
on the business of the Company  cannot be  predicted.  The Company  believes its
future  success will depend,  in part,  on its ability to anticipate or adapt to
such  changes  and to offer,  on a timely  basis,  services  that meet  customer
demands.

      The future  success of NACT will  depend in part upon its  ability to keep
pace with  advancing  technology and standards  within the switch  manufacturing
industry.  There can be no assurance  that NACT's  products will not be rendered
obsolete by switch products  incorporating  technological  advances  designed by
competitors that are not available to NACT.

Possible Adverse Litigation Outcome

      An action was commenced  against NACT alleging that its telephone  systems
incorporating prepaid calling features infringe upon a patent issued in 1987. An
unfavorable  decision in this action could have a material adverse effect on the
Company.

Dependence on Key Personnel

      The efforts of a small number of key  management  and operating  personnel
will largely determine the Company's success and the loss of any of such persons
could adversely  affect the Company.  The success of the Company also depends in
part upon its ability to hire and retain highly skilled and qualified operating,
marketing,  financial and technical  personnel.  The  competition  for qualified
personnel in the telecommunications industry is intense and, accordingly,  there
can be no assurance  that the Company  will be able to hire or retain  necessary
personnel.

Dependence on Rights-of-Way and Other Third Party Agreements

      The  Company  must obtain  easements,  rights-of-way,  entry to  premises,
franchises  and licenses  from various  private  parties,  actual and  potential
competitors  and state and local  governments  in order to construct and operate
its  networks.   There  can  be  no  assurance  that  the  Company  will  obtain
rights-of-way  and franchise  agreements on acceptable  terms or that current or
potential  competitors  will not  obtain  similar  rights-of-way  and  franchise
agreements  that will allow them to compete  against the Company.  If any of the
existing  franchise or license agreements were terminated or not renewed and the
Company  were forced to remove its fiber optic  cables or abandon its network in
place, such termination could have a material adverse effect on the Company.

Variability of Quarterly Operating Results

      As a result of the limited  revenues and significant  expenses  associated
with the expansion  and  development  of its networks and services,  the Company
anticipates that its operating results could vary significantly from period to


                                     -10-

<PAGE>



period. In addition,  revenues relating to the Company's network  businesses are
and may continue to be dependent upon a small number of customers and contracts,
revenues under which are likely to vary significantly from period to period.

Risk of Joint Investments

      The Company's  Phoenix  network is operated by Phoenix Fiber Access,  Inc.
("Phoenix Fiber"),  an entity in which the Company has a 50% ownership interest.
Phoenix  Fiber has been  managed by a governing  board that the Company does not
control.  The risk is present in this joint venture, and in other joint ventures
in which the Company may subsequently  determine to participate,  that the other
joint  venture  partners  may at any  time  have  economic,  business  or  legal
interests or goals that are inconsistent  with those of the joint venture or the
Company.  The risk is also present that a joint venture partner may be unable to
meet its economic or other  obligations  to the venture and that the Company may
be required to fulfill some or all of those  obligations.  In  addition,  if the
Company  enters  into  international  joint  ventures,  the  operations  of such
ventures will be subject to various risks not present in the Company's  domestic
operations, such as fluctuations in currency exchange rates,  nationalization or
expropriation  of  assets,   import/export   controls,   political  instability,
limitations  on  foreign  investment,  restrictions  on the  ability  to convert
currency and the additional expenses and risks inherent in conducting operations
in geographically  distant locations with customers speaking different languages
and having different cultural approaches to the conduct of business.

Volatility of Market Price of Common Shares

      Since the Common Shares have been publicly traded,  their market price has
fluctuated over a wide range and may continue to do so in the future. The market
price of the  Common  Shares  could be subject to  significant  fluctuations  in
response to various factors and events,  including among other things, the depth
and  liquidity of the trading  market of the Common  Shares,  variations  in the
Company's  operating  results and the difference  between actual results and the
results expected by investors and analysts.  In addition,  from time to time the
stock market has experienced broad price and volume fluctuations that have often
been  unrelated to the operating  performance  of companies.  These broad market
fluctuations also may adversely affect the market price of the Common Shares.

Risks of Investment in a Canadian Corporation

      The Company is a Canadian corporation.  Certain directors and officers and
certain of the Company's  professionals are residents of Canada. As a result, it
may be difficult for U.S.  shareholders  to effect service of process within the
United   States  upon  the  Company  or  upon  such   directors,   officers  and
professionals  or to collect  judgments  of U.S.  courts  predicated  upon civil
liability  under U.S.  federal  securities  and other laws. The Company has been
advised that there is substantial  doubt as to whether Canadian courts would (i)
enforce  judgements  of  U.S.  courts  obtained  against  the  Company  or  such
directors,  officers  and  professionals  predicated  upon the civil  labilities
provisions of U.S. laws or (ii) impose  liabilities in original  actions against
the Company or its directors,  officers and professionals predicated solely upon
U.S. laws. In addition,  the Company's  status as a Canadian  company limits the
ability  of the  Company  to hold or  control  common  carrier  radio  frequency
licenses in the United States.

Potential Resales of a Substantial Number of Shares; Registration Rights

      At May 31, 1996, the Company had outstanding  21,168,989 Common Shares. Of
these shares, 19,603,743 Common Shares are freely tradeable,  except for (i) any
Common Shares held by "affiliates" of the Company within the meaning of Rule 144
under the Securities Act (2,999,758 of such 19,603,743  shares at May 31, 1996),
which  shares  will be subject to the resale  limitations  of Rule 144,  (ii) an
aggregate of 750,000 Common Shares subject to escrow under regulations of the


                                     -11-

<PAGE>



Vancouver Stock Exchange (the "VSE") and (iii)  1,000,000  Common Shares subject
to escrow. The remaining 1,565,246 Common Shares are "restricted securities," as
that term is defined in Rule 144 and may only be sold pursuant to a registration
statement under the Securities Act or an applicable  exemption from registration
thereunder,  including  pursuant  to Rule 144.  Of such  1,556,246  shares,  the
Company is  contractually  obligated  to  register  for resale an  aggregate  of
414,199 shares.  In addition,  at May 31, 1996, (i) 3,005,223 Common Shares were
reserved for issuance upon exercise of outstanding stock options,  with exercise
prices  ranging from $3.55 to $10.00 per share,  (ii) 896,155 Common Shares were
reserved for issuance  upon  exercise of  outstanding  warrants,  with  exercise
prices ranging from $5.52 to $12.96 per share and (iii) 2,823,749  Common Shares
were reserved for issuance upon conversion of the convertible  notes sold in the
December  Offering (the  "Convertible  Notes") (based on the aggregate  accreted
value of Convertible  Notes on June 15, 1996).  The Company has registered or is
obligated to register the resale of the Common Shares  issuable upon exercise of
the options and the  warrants.  The Company is also  obligated  to register  the
issuance of the Common Shares issuable upon conversion of the Convertible Notes.
The  future  sale or the  expectation  of future  sales of Common  Shares in the
public market could adversely affect the prevailing market prices for the Common
Shares and could impair the Company's  ability to raise capital through the sale
of Common Shares.

Potential Anti-Takeover Provisions

      The Company's  Board of Directors has the  authority,  without any further
vote  or  action  by the  Company's  shareholders,  to  issue  up to  10,000,000
Preference Shares,  without par value (the "Preference  Shares"), in one or more
series and to determine  the  designations,  power,s  preferences  and relative,
participating,  optional or other rights thereof,  including without limitation,
the dividend rate (and whether  dividends are  cumulative),  conversion  rights,
voting rights, rights and terms of redemption,  redemption price and liquidation
preference.  Although the Company has no current  plans to issue any  Preference
Shares,  the rights of the holders of Common Shares would be subject to, and may
be  adversely  affected by, the rights of the holders of any  Preference  Shares
that may be issued in the future.  Issuance of Preference  Shares could have the
effect of delaying,  deterring or preventing a change in control of the Company,
including the imposition of various procedural and other requirements that could
make it more difficult for holders of Common Shares to effect certain  corporate
actions,  including the ability to replace incumbent directors and to accomplish
transactions opposed by the incumbent Board of Directors.

                                  THE COMPANY

Overview

      The  Company  provides  a broad  range  of  integrated  telecommunications
products and services, primarily to customers located in the western continental
United States and Hawaii. Since inception as a facilities-based CAP, the Company
has  constructed  and  operates  state-of-the-art,   digital  telecommunications
networks that provide an alternative to incumbent LECs. The Company has expanded
beyond the scope of traditional competitive access provider operations into CLEC
services and currently provides a range of enhanced  telecommunications services
that include long distance, Internet access, and data services. In addition, the
Company  expects  to offer  switched  access  and local  dial tone  services  to
complement its existing  telecommunications  service offerings. The Company also
manufactures  telecommunications  switching equipment and network management and
billing systems through its wholly-owned subsidiary, NACT.

                               MATERIAL CHANGES

      In the December Offering,  the Company sold $20,000,187 137/8% Convertible
Senior Subordinated Discount Notes due 2005 in December 1995 and GST USA, Inc.


                                     -12-

<PAGE>



sold $160,001,496  137/8% Senior Discount Notes due 2005 in a private placement.
Of the net  proceeds of the December  Offering,  $2.0 million was applied to the
repayment of short-term  indebtedness,  and the balance will be used for capital
expenditures  and to fund future  operating  deficits  and for  working  capital
purposes.

                                USE OF PROCEEDS

      The Company will receive the exercise  price of the options when exercised
by the holders  thereof.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling  Shareholders and the Future
Selling Shareholders.

                             SELLING SHAREHOLDERS

      This Prospectus relates to the reoffer and resale of Shares issued or that
may be issued to the Selling  Shareholders  under the 1995 Plan, the 1996 Option
Plan, the 1996 Purchase Plan or the Warrant.

      The   following   table  sets  forth  (i)  the  number  of  Common  Shares
beneficially owned by each Selling  Shareholder prior to the Offering,  (ii) the
number of Shares to be offered for resale by each Selling  Shareholder and (iii)
the  number  and  percentage  of  Common  Shares  to be  held  by  each  Selling
Shareholder after completion of the offering.

<TABLE>
<CAPTION>

                                                                   Number of Common
                                                     Number of   Shares/Percentage of
                                Number of Common   Shares to be   Class to be Owned
                               Shares Owned Prior   Offered for   After Completion of
            Name                to the Offering       Resale         the Offering
- ---------------------------    ----------------    ------------   -----------------
<S>                                <C>                 <C>            <C> 
W. Gordon Blankstein(1)            469,967(2)          85,000         384,967/1.8%
Robert H. Hanson(3)                166,950(4)          42,500         124,450/*
Peter E. Legault(5)                121,233(6)          19,750         101,483/*
Jack G. Armstrong(7)                50,000(8)          30,000          10,000/*
Thomas E. Sawyer(9)                315,130(10)         70,000         245,130/1.2%
John Warta(11)                   2,013,667(12)        100,000       1,913,667/9.0%
Stephen Irwin (13)                 536,212(14)        415,000          54,545/*

</TABLE>


- ----------
*  Less than 1%.

(1)   Mr. Blankstein was a director of the Company from November 1992 to January
      1993 and has been a director of the Company  since January 1994. He became
      Chairman of the Board of Directors in February 1995.

(2)   Includes (i) 244,167  Common Shares  issuable upon exercise of options and
      (ii) 200,000 Common Shares held in escrow pursuant to policies of the VSE.
      Does not include  133,333  Common  Shares  issuable  upon the  exercise of
      options  that are not  exercisable  until the  market  price of the Common
      Shares on the AMEX reaches certain levels for certain prescribed periods.

(3)   Mr. Hanson has been a director of the Company since  February 1993 and has
      been the Senior Vice President - Corporate Development and Chief Financial
      Officer since September 1993.

(4)   Includes 100,000 Common Shares issuable upon exercise of options.

(5)   Mr. Legault has been a director of the Company since April 1993.

(6)   Includes 40,000 Common Shares issuable upon exercise of options.

(7)   Mr. Armstrong has been a director of the Company since July 1994.

(8)   Includes 40,000 Common Shares issuable upon exercise of options.

(9)   Mr.  Sawyer  has been the  Chairman  of the Board of  Directors  and Chief
      Executive  Officer  of NACT  since  October  1988.  He  became  the  Chief
      Technology Officer of the Company in December 1993.

(10)  Includes 155,000 Common Shares issuable upon exercise of options.


                                     -13-

<PAGE>




(11)  Mr. Warta has been the President, Chief Executive Officer and a director 
      of the Company since March 1995.

(12)  Includes (i) 191,667  Common Shares  issuable upon exercise of options and
      (ii) 1,000,000 Common Shares held by Pacwest, an entity controlled by John
      Warta.  Mr. Warta has an 80%  ownership  interest in Pacwest  ("Pacwest").
      Does not include  133,333  Common  Shares  issuable  upon the  exercise of
      options  that are not  exercisable  until the  market  price of the Common
      Shares on the AMEX reaches certain levels for certain prescribed periods.

(13)  Mr. Irwin has been the Vice-Chairman of the Company since October 1995 and
      Secretary of the Company since November 1992.

(14)  Includes 181,667 shares issuable upon exercise of options and a warrant to
      purchase  300,000 common shares issuable upon exercise of a warrant.  Does
      not include  133,3333  common  shares  issuable on the exercise of options
      that are not  exercisable  until the trading price of the common shares on
      the AMEX reaches certain levels for certain prescribed periods.


                             PLAN OF DISTRIBUTION

      It is  anticipated  that all of the Shares  will be offered by the Selling
Shareholders  from  time to time in one or more  transactions  on the  AMEX,  in
negotiated  transactions or otherwise at market prices prevailing at the time of
the sale or at  prices  otherwise  negotiated.  The  Selling  Shareholders  have
advised the Company that they are not parties to any  agreement,  arrangement or
understanding as to such sales.

                                 LEGAL MATTERS

      Certain  legal  matters  in  connection  with the  issuance  of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Stephen
Irwin,  counsel to Olshan  Grundman  Frome &  Rosenzweig  LLP, is an officer and
director of the  Company and holds  54,545  Common  Shares and has been  granted
options and warrants to purchase an additional 615,000 Common Shares, the resale
of  415,000  of  which  Common  Shares  are  being  registered  pursuant  to the
Registration Statement of which this Prospectus forms a part.

                                    EXPERTS

      The  consolidated  balance sheet of GST  Telecommunications,  Inc. and its
subsidiaries  as of  September  30,  1995  and the  consolidated  statements  of
operations  and deficit and cash flows for the year ended  September  30,  1995,
have been  incorporated by reference  herein in reliance upon the report of KPMG
Peat  Marwick  LLP,  independent  certified  public  accountants,  and  upon the
authority of said firm as experts in accounting and auditing.  The  consolidated
balance  sheet  of GST  Telecommunications,  Inc.  and  its  subsidiaries  as of
September 30, 1994 and the consolidated statements of operations and deficit and
cash flows for the 13 months ended  September 30, 1994 and year ended August 31,
1993 have been  incorporated by reference  herein in reliance upon the report of
KPMG Peat Marwick Thorne, independent chartered accountants,  upon the authority
of said firm as  experts in  accounting  and  auditing.  The  audited  financial
statements of International  Telemanagement  Group, Inc. as of December 31, 1994
and 1993 and for the year ended  December  31,  1994 and the period  January 23,
1993 (date of inception)  through December 31, 1993 have been included herein in
reliance upon the report of KPMG Peat Marwick LLP, independent  certified public
accountants,  and upon the authority of said firm as experts in  accounting  and
auditing. The financial statements of the  IntelCom-Greenstar  Joint Venture for
the  periods  ended  September  30,  1994 and 1993  have  been  incorporated  by
reference  herein upon  reliance  upon the report of KPMG Peat  Marwick  Thorne,
independent chartered accountants, and upon authority of said firm as experts in
accounting and auditing.



                                     -14-

<PAGE>
                            ADDITIONAL INFORMATION

      The Company has filed with the Commission a Registration Statement on Form
S-8 under the  Securities  Act with respect to the Shares  offered  hereby.  For
further  information  with  respect to the  Company and the  securities  offered
hereby, reference is made to the Registration Statement. Statements contained in
this  Prospectus  as to the contents of any  contract or other  document are not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.


                                     -15-

<PAGE>
                          INDEX TO FINANCIAL STATEMENTS
                                                                        Page(s)

INTERNATIONAL TELEMANAGEMENT GROUP, INC.

Independent Auditors' Report..............................................F-2

Balance Sheets at December 31, 1994 and 1993 .............................F-3

Statements of Operations for the four months 
ended April 30, 1995, the year
ended December 31, 1994 and for the period 
January 23, 1993 (date of inception)
through December 31, 1993 ................................................F-4

Statements of Stockholders' Deficit for 
the four months ended April 30, 1995,
the year ended December 31, 1994 and for 
the period January 23, 1993 (date of
inception) through December 31, 1993......................................F-5

Statements of Cash Flows for the four 
months ended April 30, 1995, the year ended
December 31, 1994 and for the period 
January 23, 1993 (date of inception)
through December 31, 1993.................................................F-6

Notes to Financial Statements.............................................F-7



GST TELECOMMUNICATIONS, INC.

Description of Unaudited Pro Forma Financial Statements
  Reflecting the Acquisition of International Management
  Group, Inc. (ITG) By GST Telecommunications, Inc. (GTI)................F-11

   
Pro Forma Statement of Operations for
  the twelve months ended September 30, 1995.............................F-12

Notes to Pro Forma Statement
  of Operations for the twelve months ended September 30, 1995...........F-13
    






                                       F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
International Telemanagement Group, Inc.:

We have audited the accompanying balance sheets of International Telemanagement
Group, Inc. (the Company), as of December 31, 1994 and 1993, and the related
statements of operations, stockholders' deficit, and cash flows for the year
ended December 31, 1994, and for the period January 23, 1993 (date of inception)
through December 31 1993. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International Telemanagement
Group, Inc., as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for the year ended December 31, 1994 and for the period
January 23, 1993 (date of inception) through December 31, 1993 in conformity
with generally accepted accounting principles.

As discussed in note 2, effective May 1, 1995, the Company was acquired by GST
Telecom, Inc.



                                   /S/ KPMG PEAT MARWICK LLP

Detroit, Michigan
July 21, 1995


                                      F-2
<PAGE>
                    INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                                 Balance Sheets
                           December 31, 1994 and 1993
<TABLE>
<CAPTION>
                                     Assets                                             1994               1993
                                     ------                                             ----               ----
<S>                                                                                  <C>                   <C>      
Current assets:
    Cash                                                                            $     702,392             71,309
    Trade accounts receivable, less allowance for doubtful accounts of $164,000
       and $52,000, at 1994 and 1993, respectively                                      1,167,346            370,643
    Due from officers and employees                                                         -                 48,690
    Other receivables                                                                       9,152              5,000
    Prepaid expenses and other current assets                                              80,713            115,805
                                                                                     ------------       ------------

                   Total current assets                                                 1,959,603            611,447

Property and equipment, net (note 3)                                                    1,318,870          1,175,495
                                                                                        ---------          ---------

                                                                                     $  3,278,473          1,786,942
                                                                                     ============          =========

                     Liabilities and Stockholders' Deficit
                     -------------------------------------

Current liabilities:
    Current installments of notes payable to related parties (note 5)                $    368,380             95,520
    Current installments of long-term debt (note 4)                                        98,185              -
    Current installments of capital lease obligations (note 7)                            175,668            144,897
    Accounts payable and accrued line charges, net                                      3,735,260          1,107,141
    Due to affiliates                                                                       -                  4,417
    Other accrued expenses and liabilities                                                157,789             22,049
    Deferred revenues                                                                      23,982             22,363
                                                                                     ------------       ------------

                   Total current liabilities                                            4,559,264          1,396,387
                                                                                        ---------          ---------

Notes payable to related parties, less current installments (note 5)                      246,040              -
Long-term debt, less current installments (note 4)                                        131,945              -
Capital lease obligations, less current installments (note 7)                             747,227            890,913
                                                                                     ------------       ------------

                   Total liabilities                                                    5,684,476          2,287,300
                                                                                        ---------          ---------

Commitments and contingencies (notes 7, 9, and 10)

Stockholders' deficit:
    Common stock, no par value, 750 shares authorized, 200 issued and
       outstanding                                                                          1,000              1,000
    Additional paid-in capital                                                            598,630            332,678
    Accumulated deficit                                                                (2,973,765)          (834,036)
                                                                                        ---------       ------------

                                                                                       (2,374,135)          (500,358)

    Less: Treasury stock, at cost of 88 shares                                            (31,868)                -
                                                                                     ------------       -----------

                   Net stockholders' deficit                                           (2,406,003)          (500,358)
                                                                                        ---------       ------------

                                                                                     $  3,278,473         1,786,942
                                                                                     ============         =========
</TABLE>
See accompanying notes to financial statements.

                                      F-3
<PAGE>
                    INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                            Statements of Operations
<TABLE>
<CAPTION>
                                                                                                     For the Period
                                                                                                       January 23,
                                                                                                          1993
                                                                                                        (Date of
                                                             Four Months           Year Ended     Inception) through
                                                        Ended April 30, 1995      December 31,        December 31,
                                                             (Unaudited)              1994                1993
                                                        --------------------      ------------    -------------------
                                                                                  
<S>                                                      <C>                         <C>                  <C>      
Net sales and services                                   $      5,010,908            12,202,063           1,494,943
Cost of goods and services                                      4,766,433            11,788,135           1,735,717
                                                                ---------            ----------           ---------

                   Gross profit (loss)                            244,475               413,928            (240,774)

Selling, general, and administrative expenses                     988,203             2,014,635             507,824
                                                             ------------        --------------        ------------

Loss from operations                                             (743,728)           (1,600,707)           (748,598)

Other income (expense):
    Interest expense                                              (53,373)             (140,338)            (16,503)
    Other expense, net                                                 -               (398,684)            (68,935)
                                                             ------------        --------------        ------------

                   Net loss                              $       (797,101)           (2,139,729)           (834,036)
                                                             ============            ==========        ============
</TABLE>

See accompanying notes to financial statements.

                                      F-4

<PAGE>
                    INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                       Statements of Stockholders' Deficit
<TABLE>
<CAPTION>
                                                       For the Period January 23, 1993 (Date of Inception)
                                                                     Through December 31, 1993
                                     --------------------------------------------------------------------------------------------
                                                          Additional
                                        Common             Paid-in          Accumulated          Treasury         Stockholders'
                                         Stock             Capital            Deficit              Stock             Deficit
                                         -----             -------            -------              -----             -------
<S>                                  <C>                      <C>                <C>                                    <C>      
Balances at inception                $      -                     -                 -                -                     -
Issuance of common stock                 1,000                332,678               -                -                 332,678
Net loss                                    -                      -           (834,036)             -                (834,036)
                                        ------             ----------           -------              -                 -------

Balances at end of period            $   1,000                332,678          (834,036)             -                (500,358)
                                         =====                =======           =======              =                 =======

                                                                   Year Ended December 31, 1994
                                     --------------------------------------------------------------------------------------------
                                                          Additional
                                        Common             Paid-in          Accumulated          Treasury         Stockholders'
                                         Stock             Capital            Deficit              Stock             Deficit
                                         -----             -------            -------              -----             -------

Balances at beginning of period      $   1,000                332,678            (834,036)             -                (500,358)
Capital contributions                      -                  272,000               -                  -                 272,000
Distributions to shareholder               -                   (6,048)              -                  -                  (6,048)
Repurchase of shares                       -                      -                 -              (31,868)              (31,868)
Net loss                                    -                      -           (2,139,729)              -             (2,139,729)
                                        ------             ----------           ---------        ---------             ---------

Balances at end of period            $   1,000                598,630          (2,973,765)         (31,868)           (2,406,003)
                                         =====                =======           =========           ======             =========

                                                           Four Months Ended April 30, 1995 (Unaudited)
                                     --------------------------------------------------------------------------------------------
                                                          Additional
                                        Common             Paid-in          Accumulated          Treasury         Stockholders'
                                         Stock             Capital            Deficit              Stock             Deficit
                                         -----             -------            -------              -----             -------

Balances at beginning of period      $   1,000                598,630          (2,973,765)         (31,868)           (2,406,003)
Capital contributions                      -                   10,600               -                  -                  10,600
Repurchase of shares                       -                      -                 -               (2,050)               (2,050)
Net loss                                    -                      -             (797,101)              -               (797,101)
                                        ------             ----------        ------------        ---------          ------------

Balances at end of period            $   1,000                609,230          (3,770,866)         (33,918)           (3,194,554)
                                         =====                =======           =========           ======             =========
</TABLE>
See accompanying notes to financial statements.

                                      F-5
<PAGE>
                    INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                                     For the Period
                                                                                                                       January 23,
                                                                                                                      1993 (Date of
                                                                                 Four Months                             Inception)
                                                                                Ended April 30,      Year Ended          through
                                                                                    1995            December 31,        December 31,
                                                                                 (Unaudited)            1994               1993
                                                                                 -----------            ----               ----
<S>                                                                             <C>                  <C>                <C>
Cash flows from operating activities:
   Net loss                                                                      $ (797,101)         (2,139,729)           (834,036)
   Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
   Depreciation and amortization                                                    114,773             318,926              57,859
   Changes in assets and liabilities:
      Trade accounts receivable                                                    (165,145)           (796,703)           (370,643)
      Due from officers and employees                                                  --                48,690             (48,690)
      Other receivables                                                               6,652              (4,152)             (5,000)
      Prepaid expenses and other current assets                                     (13,000)             35,092            (115,805)
      Accounts payable and accrued line charges                                     912,626           2,808,920           1,107,141
      Due to affiliates                                                                --                (4,417)              4,417
      Other accrued expenses and liabilities                                         35,127             135,740              22,049
      Deferred revenues                                                              92,129               1,619              22,363
                                                                                 ----------          ----------          ----------

         Net cash provided by (used in) operating
           activities                                                               186,061             403,986            (160,345)
                                                                                 ----------          ----------          ----------

Cash flows from investing activities - capital                                      (60,550)           (462,301)         (1,233,354)
   expenditures for property and equipment                                             --                  --                  --


         Net cash used in investing activities                                      (60,550)           (462,301)         (1,233,354)
                                                                                 ----------          ----------          ----------

Cash flows from financing activities:
   Repayment of long-term debt                                                     (369,121)             49,329
   Net borrowings on revolving note payable to related
      parties                                                                          --               265,000              95,520
   Net repayments on notes payable to officers and
      employees                                                                        --               253,900                --
   Repurchase of treasury stock                                                      (2,050)            (31,868)               --
   Payments made under capital leases                                                  --              (112,915)          1,035,810
   Additional paid in capital                                                        10,600             272,000                --
   Distributions to shareholder                                                        --                (6,048)               --
   Proceeds from stock issuance                                                        --                  --               333,678
                                                                                 ----------          ----------          ----------

         Net cash provided by financing activities                                 (360,571)            689,398           1,465,008
                                                                                 ----------          ----------          ----------

Net increase (decrease) in cash                                                    (235,060)            631,083              71,309

Cash at beginning of year                                                           702,392              71,309                --
                                                                                 ----------          ----------          ----------

Cash at end of year                                                              $  467,322             702,392              71,309
                                                                                 ==========          ==========          ==========

Supplemental disclosures of cash flow information -
   cash paid during the year for interest                                        $   44,025             132,073               9,513
                                                                                 ==========          ==========          ==========
</TABLE>
See accompanying notes to financial statements.

                                       F-6
<PAGE>
                    INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                          Notes to Financial Statements
                           December 31, 1994 and 1993



(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     International  Telemanagement  Group, Inc. (the Company), is a domestic and
     international  interexchange  carrier offering long distance,  800, private
     line, and other services to its customers.  ITG was incorporated in January
     1993 under the laws of the state of Ohio.

     (a)  PROPERTY AND EQUIPMENT

          Property and  equipment are stated at cost.  Depreciation  of property
          and equipment is provided  principally on a  straight-line  basis over
          the  estimated  useful lives of the related  assets.  Assets  recorded
          under capital leases are amortized over the terms of the leases.

     (b)  INCOME TAXES

          The  stockholders  of the Company  have  elected to be treated as an S
          corporation, whereby taxable income and/or losses are allocated to the
          stockholder rather than to the Company.  Accordingly, the accompanying
          financial  statements do not include  provisions for federal and state
          taxes on income earned by the Company.

     (c)  REVENUE RECOGNITION

          Income from  services is  recognized  when the  contracted  service is
          rendered.

     (d)  GENERAL CREDIT RISK

          The Company grants credit to customers on open account,  substantially
          all of whom are in the telecommunications industry.

(2)    SUBSEQUENT EVENT

       On May 1, 1995, the Company entered into a purchase agreement with GST
       Telecom, Inc. (GST Net), in which all outstanding stock of the Company
       was sold for cash. GST Net has indicated its intention to fully fund the
       operations of the Company and maintain the Company operations principally
       in the lines of business in which it currently operates.

(3)    PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
       Property and equipment at December 31, 1994 and 1993, consisted of:
                                                                                    1994                1993
                                                                                    ----                ----
<S>                                                                              <C>                 
         Leasehold improvements                                                  $      6,243              6,243
         Machinery and equipment                                                    1,689,412          1,227,111
                                                                                    ---------          ---------

                                                                                    1,695,655          1,233,354

         Less accumulated depreciation and amortization                              (376,785)           (57,859)
                                                                                 ------------       ------------

                            Property and equipment, net                           $ 1,318,870         1,175,495
                                                                                  ===========         =========
</TABLE>

                                      F-7
<PAGE>

                    INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                    Notes to Financial Statements, Continued



(4)    LONG-TERM DEBT
<TABLE>
<CAPTION>
       Long-term debt at December 31, 1994 and 1993, consists of the following:
                                                                                    1994                1993
                                                                                    ----                ----
<S>                                                                           <C>                        <C>
       Note payable to customer, 0% interest, monthly payments of $6,944,     $      215,278             -
       Note payable to supplier, 7% interest, monthly payments of $14,939,
           including interest, due February 1995                                      14,852             -
                                                                                  ----------             -

                          Total long-term debt                                       230,130             -

       Less current installments                                                     (98,185)            -
                                                                                  ----------             -

                          Long-term debt, less current installments           $      131,945             -
                                                                                     =======             =
</TABLE>
     In addition,  the Company has incurred borrowings from related parties (see
     note 5).

       As of December 31, 1994, the maturities of long-term debt are as follows:

                                       Year Ended
                                      December 31,
                                      ------------

                                          1995            $     98,185
                                          1996                  83,333
                                          1997                  48,612
                                                          ------------

                                                          $    230,130
                                                          ============

(5)    RELATED PARTY TRANSACTIONS

       The Company has entered into numerous transactions with its principal
       stockholder and other related entities controlled by its stockholders.


                                      F-8
<PAGE>
                    INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                    Notes to Financial Statements, Continued



(5)  RELATED PARTY TRANSACTIONS, CONTINUED

     The  Company's   principal   stockholder  or  entities  controlled  by  the
     stockholder have obtained financing from two financial institutions.  These
     funds were, in turn, loaned to the Company. The unwritten agreement between
     the  Company  and the  related  parties is that the  Company  will make all
     necessary payments under the stated bank terms. The terms are as follows:
<TABLE>
<CAPTION>
                                                                                    1994                1993
                                                                                    ----                ----

<S>                                                                              <C>                     <C>
       Note payable, bearing interest at 8.25%, payable in monthly
           installments of $8,615, due in full September 1997                    $   349,420             95,520
       Note payable, bearing interest at 1% over the prime rate, due in
           full December 12, 1994.  On March 9, 1995, the loan was renewed
           by the bank                                                               265,000                 -
                                                                                     -------          --------

                          Total notes payable related parties                        614,420             95,520

       Less current installments                                                     368,380             95,520
                                                                                     -------             ------

                          Notes payable to related parties, less current
                             installments                                        $   246,040                 -
                                                                                     =======          ========
</TABLE>
       The Company rents office space and telecommunications equipment from
       related parties on a month-to-month basis. Rental expense for the periods
       ended December 31, 1994 and 1993, totaled $248,572 and $96,057,
       respectively.

(6)  COMMON STOCK

     During 1994, the Company repurchased common shares from its stockholders at
     a cost of $31,868.

(7)  LEASES

     The Company leases  telecommunications and computer equipment under capital
     leases.  Additionally,  certain  communications  equipment  is leased under
     operating leases.  Lease terms include  per-minute  charges and minimum fee
     levels.


                                      F-9
<PAGE>
                    INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                    Notes to Financial Statements, Continued



(7)  LEASES, CONTINUED

     Future  minimum lease  payments  under capital and operating  leases are as
     follows:
<TABLE>
<CAPTION>
                                                             1994                                1993
                                                 ---------------------------         --------------------------
                                                  Capital          Operating         Capital          Operating
                                                  Leases            Leases            Leases           Leases
                                                  ------            ------            ------           ------
<S>                                          <C>                   <C>               <C>            <C>
       Year ending December 31:
           1994                              $            -             -               196,988         23,924
           1995                                      261,464        143,544             283,555        143,544
           1996                                      283,555        143,544             283,555        143,544
           1997                                      276,751        143,544             283,555        143,544
           1998                                      268,714        119,620             276,650        119,620
           1999                                       44,183             -               44,183             -
                                                ------------      ---------       -------------      --------

                Total lease payments               1,134,667        550,252           1,368,486        574,176
                                                                    =======                            =======

       Less amount representing interest
                                                    (211,772)                          (332,676)
                                                ------------                      -------------

                Total obligations under
                   capital leases                    922,895                          1,035,810

       Current installments of capital
           lease obligations                         175,668                            144,897
                                                 -----------                      -------------

                Capital lease obligations,
                   less current installments     $  747,227                             890,913
                                                 ==========                             =======
                                                     
</TABLE>
     Total rental expense under operating  leases for the periods ended December
     31, 1994 and 1993, totaled $23,900 and $4,500, respectively.

     The Company  also leases  certain  equipment  and office space from related
     parties (see note 5).

(8)  MAJOR CUSTOMERS

     Gross  revenues of  approximately  $3,000,000  were  derived from two major
     customers for the year ended December 31, 1994.

(9)  SERVICE CONTRACTS

     The Company has  entered  into  service  contracts  with  telecommunication
     providers  which  require a minimum  service  fee on a monthly  basis.  The
     Company has  committed  to minimum  revenues  of $350,000  per month by May
     1995, and must pay one-half of any shortfall.

(10) CONTINGENCIES

     The  Company  is a party to a number of  lawsuits  and claims  relating  to
     service  liability.  While  the  ultimate  results  of  lawsuits  or  other
     proceedings  against  the  Company  cannot  be  predicted  with  certainty,
     management does not expect that the settlement of these matters will have a
     material adverse effect on the financial position of the Company.



                                      F-10
<PAGE>
             DESCRIPTION OF UNAUDITED PRO FORMA FINANCIAL STATEMENTS
             REFLECTING THE ACQUISITION OF INTERNATIONAL MANAGEMENT (ITG)
             GROUP, INC. BY GST TELECOMMUNICATIONS, INC. (GTI)

     The following unaudited pro forma consolidated financial statements have
been prepared giving effect to the acquisition of ITG as if the transaction had
taken place as of October 1, 1994.

     On May 1, 1995, GTI acquired 100% of the outstanding stock of ITG for
consideration of $74,761, the assumption of certain liabilities and an earnout
provision. The acquisition has been accounted for using the purchase method. All
of the excess purchase price was allocated to goodwill as the net book value of
the assets acquired approximated fair market value at the time of the
acquistion.

     The unaudited pro forma financial information is not necessarily indicative
of the results of operations which would have been attained had the acquisition
been consummated at any of the foregoing assumed dates, or which may be attained
in the future. The pro forma financial information should be read in conjunction
with the historical financial statements of GTI and ITG.


                                      F-11
<PAGE>
GST TELECOMMUNICATIONS, INC.
PRO FORMA STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
(unaudited)
<TABLE>
<CAPTION>
                                                             Historical            
                                                    ----------------------------- Pro Forma          Pro Forma  
                                                         GTI            ITG       Adjustments           Total
                                                                        (A)
- -------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>               <C>            <C>   
Revenues:
           Product                                $      7,563,087             0                         7,563,087
           Telecommunication services                   11,118,373    11,403,482                        22,521,855
- -------------------------------------------------------------------------------------------------------------------
                                                        18,681,460    11,403,482                        30,084,942
- -------------------------------------------------------------------------------------------------------------------

Cost of goods sold/services:
           Product                                       3,095,679             0                         3,095,679
           Telecommunication services                   12,198,610    11,071,799                        23,270,409
- -------------------------------------------------------------------------------------------------------------------
                                                        15,294,289    11,071,799                        26,366,088
- -------------------------------------------------------------------------------------------------------------------

Gross margin                                             3,387,171       331,683                         3,718,854

Operating expenses
           General and administration                    8,880,162     2,348,523                        11,228,685
           Marketing,travel and promotion                2,493,159        30,373                         2,523,532
           Research and development                      1,270,590             0                         1,270,590
           Depreciation and amortization                 2,373,912       344,337        287,472 (B)      3,005,721
           --------------------------------------------------------------------------------------------------------

Loss from operations                                   (11,630,652)   (2,391,550)      (287,472)       (14,309,674)

Other income (expenses):
           Interest income                                 302,605             0                           302,605
           Interest expense                               (837,850)     (123,631)                         (961,481)
           Foreign exchange loss                            (7,365)            0                            (7,365)
           Loss from joint ventures                       (660,653)            0                          (660,653)
           Other non-op expense                           (679,205)     (258,036)                         (937,241)
- -------------------------------------------------------------------------------------------------------------------
                                                        (1,882,468)     (381,667)             0         (2,264,135)
- -------------------------------------------------------------------------------------------------------------------

Loss before income taxes
           and non-controlling interest                (13,513,120)   (2,773,217)      (287,472)       (16,573,809)

Income tax expense                                        (166,015)            0                          (166,015)
- -------------------------------------------------------------------------------------------------------------------

Loss before non-controlling interest
           in income of subsidiaries                   (13,679,135)   (2,773,217)      (287,472)       (16,739,824)

Non-controlling interest in loss of subsidiaries         2,364,431             0                         2,364,431
- -------------------------------------------------------------------------------------------------------------------

Loss for the period                                    (11,314,704)   (2,773,217)      (287,472)       (14,375,393)
                                                    ===============================================================

Loss per share                                               (0.82)                                          (1.04)
                                                    ===============================================================

Weighted average common and common
equivalent shares outstanding                           13,780,796                                      13,780,796
                                                    ===============================================================

</TABLE>

                                      F-12
<PAGE>
GST TELECOMMUNICATIONS, INC.
NOTES TO PRO FORMA STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED SEPTEMBER 30, 1995

(A) The following is a computation of the purchase price:
    Cash paid in closing                                                    200
    Direct costs of acquisition-Legal fees                               74,561
                                                                     ----------
                                                                         74,761
                                                                     ==========

The purchase price is allocated as follows:
    Book value of nets assets acquired                                3,160,682
    Liabilities assumed                                              (6,918,875)
    Excess of cost over value assigned (goodwill)                     3,832,954
                                                                     ----------
                                                                         74,761
                                                                     ==========

(B) To amortize goodwill on a straight-line basis over 10 years         287,472
                                                                     ==========


                                      F-13
<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents Reference

            The following documents filed by GST  Telecommunications,  Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

            1.    The Company's Annual Report on Form 20-F for the fiscal year
ended September 30, 1995, as amended.

            2. The Company's  Current Reports on Form 6-K for the quarters ended
December 31, 1995, as amended, and March 31, 1996.

            3. The description of the Company's Common Shares,  no par value per
share,  in the  Company's  Registration  Statement on Form 8-A filed on March 3,
1994.

            All reports and other  documents  subsequently  filed by the Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the effective date of this registration statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities offered hereunder have been sold or which de-registers all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part hereof from the date of filing of such documents.

Item 4.     Description of Securities

            Not applicable.

Item 5.     Interest of Named Experts and Counsel

            Certain legal matters in connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Stephen
Irwin,  counsel to Olshan  Grundman  Frome &  Rosenzweig  LLP, is an officer and
director of the  Company and holds  54,545  Common  Shares and has been  granted
options and warrants to purchase an additional 615,000 Common Shares.

Item 6.     Indemnification of Directors and Officers

            Except  as  hereinafter  set  forth,  there is no  statute,  charter
provision,  by-law,  contract or other  arrangement  under which any controlling
person,  director  or officer of the  Company is insured or  indemnified  in any
manner against liability which he may incur in his capacity as such.

            The  Company's  authority to indemnify its directors and officers is
governed by the  provisions of Section 124 of the Canada  Business  Corporations
Act, as follows:

            (1) Indemnification.  Except in respect of an action by or on behalf
of the  corporation  or body  corporate  to procure a judgment  in its favor,  a
corporation  may  indemnify a director or officer of the  corporation,  a former
director  or  officer  of the  corporation  or a person who acts or acted at the
corporation's  request as a director or officer of a body corporate of which the
corporation  is or was a  shareholder  or  creditor,  and his  heirs  and  legal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a  judgment,  reasonably  incurred by him in
respect of any civil, criminal or administrative action or proceeding to which


                                     II-1

<PAGE>



he is made a party by reason of being or having been a director or officer of
such corporation or body corporate, if

            (a)   he acted honestly and in good faith with a view to the best
                  interests of the corporation; and

            (b)   in  the  case  of  a  criminal  or  administrative  action  or
                  proceeding  that is  enforced  by a monetary  penalty,  he had
                  reasonable grounds for believing that his conduct was lawful.

            (2)  Indemnification  in derivative  actions. A corporation may with
the  approval of a court  indemnify a person  referred to in  subsection  (1) in
respect of an action by or on behalf of the  corporation  or body  corporate  to
procure a judgment in its favor,  to which he is made a party by reason of being
or having been a director or an officer of the  corporation  or body  corporate,
against all costs, charges and expenses reasonably incurred by him in connection
with such action if he fulfills the conditions set out in paragraphs  (1)(a) and
(b).

            (3) Indemnity as of right. Notwithstanding anything in this section,
a person  referred  to in  subsection  (1) is  entitled  to  indemnity  from the
corporation in respect of all costs, charges and expenses reasonably incurred by
him in  connection  with the defense of any civil,  criminal  or  administrative
action  or  proceeding  to which he is made a party by reason of being or having
been a director or officer of the corporation or body  corporate,  if the person
seeking indemnity

            (a)   was substantially successful on the merits in his defense of
                  the action or proceeding, and

            (b)   fulfills the conditions set out in paragraphs (1)(a) and (b).

            (4)  Directors' and officers' insurance.  A corporation may purchase
and maintain insurance for the benefit of any person referred to subsection (1)
against any liability incurred by him

            (a)   in his  capacity as a director or officer of the  corporation,
                  except  where the  liability  relates  to his  failure  to act
                  honestly  and in good faith with a view to the best  interests
                  of the corporation; or

            (b)   in his  capacity  as a director  or  officer  of another  body
                  corporate  where  he acts or  acted  in that  capacity  at the
                  corporation's  request,  except where the liability relates to
                  his failure to act  honestly  and in good faith with a view to
                  the best interests of the body corporate.

            (5)  Application to court. A corporation or a person  referred to in
subsection  (1) may apply to a court for an order  approving an indemnity  under
this  section  and the court may so order and make any  further  order it thinks
fit.

            (6) Notice to Director. An applicant under subsection (5) shall give
the Director  notice of the  application  and the Director is entitled to appear
and be heard in person or by counsel.

            (7) Other notice.  On an application under subsection (5), the court
may  order  notice  to be given to any  interested  person  and such  person  is
entitled to appear and be heard in person or by counsel.

            The Company's by-laws provide that every director and officer of the
Company  and his  heirs,  executors,  administrators  and other  legal  personal
representatives shall be indemnified and held harmless from and against (a) any


                                     II-2

<PAGE>



liability  and all costs,  charges and  expenses  that he sanctions or incurs in
respect of any action,  suit or proceeding that is proposed or commenced against
him for or in respect of  anything  done or  permitted  by him in respect of the
execution  of the  duties of his  office and (b) all other  costs,  charges  and
expenses that he sustains or incurs in respect of the affairs of the Company.

            The Company maintains a $5,000,000  directors and officers liability
insurance policy.

Item 7.     Exemption From Registration Claimed.

            Not Applicable.

Item 8.     Exhibits.


Exhibit Index

      4(a)  1995 Stock Option Plan, as amended.

      4(b)  1996 Stock Option Plan.

      4(c)  1996 Employee Stock Purchase Plan.

      4(d)  Warrant dated as of October 1, 1995 issued to Stephen Irwin.

      5     Opinion of Olshan  Grundman  Frome & Rosenzweig  LLP with respect to
            the securities registered hereunder.

     23(a)  Consent of Olshan  Grundman  Frome & Rosenzweig LLP (included in its
            opinion filed as Exhibit 5).

     23(b)  Consent   of  KPMG   Peat   Marwick   LLP   with   respect   to  GST
            Telecommunications, Inc.

     23(c)  Consent  of  KPMG  Peat   Marwick   Thorne   with   respect  to  GST
            Telecommunications, Inc.

     23(d)  Consent  of KPMG Peat  Marwick  LLP with  respect  to  International
            Telemanagement Group, Inc.

     23(e)  Consent of KPMG Peat Marwick Thorne with respect to Intelcom-
            Greenstar Joint Venture.

     24     Powers of Attorney (included on the signature page to this
            Registration Statement).


Item 9.     Undertakings

            The undersigned registrant hereby undertakes:

                  a. To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  b.    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,


                                     II-3

<PAGE>



and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

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

            The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 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.

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



                                     II-4

<PAGE>



                                     SIGNATURES

The Registrant.  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 Vancouver,  Province of British  Columbia,  Country of
Canada on this 28th day of June, 1996.

                               GST TELECOMMUNICATIONS, INC.
                               -------------------------------------------
                                           (Registrant)

                               By:     /s/ W. Gordon Blankstein
                                    --------------------------------------
                                     W. Gordon Blankstein, Chairman of the Board


                         POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of GST  Telecommunications,  Inc.  hereby  constitutes and appoints W.
Gordon  Blankstein,  John Warta,  Stephen Irwin and Robert H. Hanson and each of
them singly, as true and lawful  attorneys-in-fact and agents with full power of
substitution and resubstitution,  for him in his name 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 and to prepare any and all exhibits  thereto,  and other documents in
connection  therewith,  and to make any applicable  state securities law or blue
sky filings,  granting unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done to enable GST Telecommunications,  Inc. to comply with the provisions
of the  Securities  Act  of  1933,  as  amended,  and  all  requirements  of the
Securities and Exchange  Commission,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

/s/ W. Gordon Blankstein     Chairman of the Board                 June 28, 1996
- --------------------------
  (W. Gordon Blankstein)                                           

/s/ John Warta               President, Chief Executive Officer    June 28, 1996
- --------------------------   (Principal Executive Officer) and
      (John Warta)           Director                         
                             

/s/ Robert H. Hanson         Senior Vice President - Corporate     June 28, 1996
- --------------------------   Development, Chief Financial 
    (Robert H. Hanson)       Officer (Principal Financial 
                             Officer) and Director        
                             

/s/ Clifford V. Sander       Senior Vice President, Treasurer      June 28, 1996
- --------------------------   and Chief Accounting Officer   
   (Clifford V. Sander)      (Principal Accounting Officer) 
                             

/s/ Stephen Irwin            Vice Chairman of the Board,           June 28, 1996
- --------------------------   Secretary and Director
     (Stephen Irwin)       


/s/ Ian Watson               Director                              June 28, 1996
- --------------------------
       (Ian Watson)

/s/ Peter E. Legault         Director                              June 28, 1996
- --------------------------
    (Peter E. Legault)


/s/ Jack G. Armstrong        Director                              June 28, 1996
- --------------------------    
   (Jack G. Armstrong)



                                      II-5

<PAGE>




/s/ Takashi Yoshida          Director                              June 28, 1996
- --------------------------
   (Takashi Yoshida)


/s/ Thomas E. Sawyer         Director                              June 28, 1996
- --------------------------
   (Thomas E. Sawyer)



The Company's Authorized Representative
in the United States


/s/ Robert H. Hanson                                            June 28, 1996
- --------------------------
Robert H. Hanson


The 1995 Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Vancouver,  Province of
British Columbia, Country of Canada, on June 28, 1996.

                                    GST TELECOMMUNICATIONS, INC.
                                          1995 STOCK OPTION PLAN
                                    ----------------------------------
                                               (1995 Plan)



                                    GST TELECOMMUNICATIONS, INC.
                                          1996 STOCK OPTION PLAN
                                    ----------------------------------
                                               (1996 Plan)


                                    GST TELECOMMUNICATIONS, INC.
                                     1996 EMPLOYEE STOCK PURCHASE PLAN
                                    ----------------------------------
                                          (Stock Purchase Plan)




                                    By:  /s/ Jack G. Armstrong
                                        -----------------------------------
                                          Jack G. Armstrong,
                                          Member of Compensation Committee



                                    By:  /s/ Ian Watson
                                        -----------------------------------
                                          Ian Watson,
                                          Member of Compensation Committee



                                    By:  /s/ Peter E. Legault
                                        -----------------------------------
                                          Peter E. Legault,
                                          Member of Compensation Committee



                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 123681}]
{"company-data": {"conformed-name": "GST TELECOMMUNICATIONS INC", "cik": "0000911522", "assigned-sic": "4813", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07237", "film-number": "96588780"}, "business-address": {"street1": "4317 NE THURSTON WAY", "city": "VANCOUVER BRITISH CO", "state": "WA", "zip": "98662", "phone": "3602544700"}, "mail-address": {"street1": "431 NE THURSTON WAY", "street2": "STE 400", "city": "VANCOUVER", "state": "WA", "zip": "98662"}, "former-company": {"former-conformed-name": "GREENSTAR TELECOMMUNICATIONS INC", "date-changed": "19930901"}}
As filed with the Securities and Exchange Commission on June 28, 1996
                                                       Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          GST TELECOMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Canada
- --------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

- --------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

   1030-999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2
- --------------------------------------------------------------------------------
               (Address of principal executive offices)           (Zip Code)

                          GST TELECOMMUNICATIONS, INC.
                             1995 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                      WARRANT ISSUED AS OF OCTOBER 1, 1995
                            (Full title of the plan)

                     Robert H. Hanson, Senior Vice President
                          GST Telecommunications, Inc.
                         1285 Sheridan Avenue, Suite 245
                               Cody, Wyoming 82414
                     (Name and address of agent for service)

                                 (307) 527-6048
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
                                                     Proposed        Proposed
      Title of                                        maximum         maximum
     securities                 Amount               offering        aggregate       Amount of
       to be                    to be                price per       offering      registration
     registered               registered               share           price            fee
- --------------------------------------------------------------------------------------------------
Common Shares, no
par value                     656,264  (1)(2)         $6.617(2)       $4,342,499        $1,497.42
- --------------------------------------------------------------------------------------------------
Common Shares, no
par value                   1,243,736  (1)(3)        $14.625(3)       18,189,639         6,272.29
- --------------------------------------------------------------------------------------------------
Common Shares, no
par value                     300,000  (1)            $6.75            2,025,000           698.28
- --------------------------------------------------------------------------------------------------
      Total                 2,200,000                                 24,557,138        $8,467.99
==================================================================================================
(1)   Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended  (the
      "Securities  Act"),  an  indeterminate  number of Common  Shares  that may
      become issuable  pursuant to antidilution  provisions of the  Registrant's
      1995 Stock  Option  Plan (the "1995  Plan"),  1996 Stock  Option Plan (the
      "1996  Option  Plan") and 1996  Employee  Stock  Purchase  Plan (the "1996
      Purchase Plan" and,  together with the 1995 Plan and the 1996 Option Plan,
      the  "Plans")  and  Warrant  issued as of  October  1, 1995 are also being
      registered.
(2)   Represents  656,264 shares with respect to which options have been granted
      under  the 1995  Plan  and the  1996  Option  Plan at a  weighted  average
      exercise price of $6.617 per share.
(3)   An  aggregate  of  1,243,736  shares is to be  offered  under the Plans at
      prices  not  presently  determined.  Pursuant  to Rule  457(h)  under  the
      Securities  Act, the offering price of these  additional  Common Shares is
      estimated  solely for the purpose of determining the  registration fee and
      is based on $14.625,  the per share average of high and low sale prices of
      the Common Shares as reported by the American Stock Exchange  ("AMEX") for
      trading on June 24, 1996.

                                       -2-
PROSPECTUS

                            762,250 COMMON SHARES

                        GST TELECOMMUNICATIONS, INC.
                   Common Shares (no par value per share)

      This  Prospectus  relates to the  reoffer  and  resale by certain  selling
shareholders  (the  "Selling  Shareholders"),  some of whom may be  deemed to be
"affiliates"  as defined in Rule 405 of the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  of GST  Telecommunications,  Inc. (the  "Company") of
shares (the "Shares")  constituting a portion of the Common Shares, no par value
per  share  (the  "Common  Shares"),  of the  Company  that may be issued by the
Company to the Selling  Shareholders (i) upon the exercise of options granted or
to be granted under (a) the  Company's  1995 Stock Option Plan (the "1995 Plan")
or (b) the Company's 1996 Stock Option Plan (the "1996 Option Plan"),  (ii) upon
purchase from the Company pursuant to the Company's 1996 Employee Stock Purchase
Plan (the "1996 Purchase Plan") or (iii) upon the exercise of a warrant dated as
of October 1, 1995 issued to Stephen  Irwin,  the Vice Chairman of the Board and
Secretary of the Company (the  "Warrant").  This  Prospectus also relates to the
reoffer and resale of Shares to be acquired by individuals  who may be deemed to
be "affiliates" of the Company (collectively, the "Future Selling Shareholders")
upon (i)  exercise of stock  options to be granted  under the 1995 Plan and 1996
Plan, or (ii)  purchase  pursuant to the Stock  Purchase  Plan. If and when such
options  are  granted to or such  Shares  are  purchased  by the Future  Selling
Shareholders,  the Company  intends to  distribute  a Prospectus  Supplement  as
required by Rule 424(b) of the Securities Act. Such  Prospectus  Supplement will
specify the names of the Future Selling Shareholders and the amount of Shares to
be reoffered and sold by them.

      The  offer  and sale of the  Shares to the  Selling  Shareholders  and the
Future Selling Shareholders were previously registered under the Securities Act.
The  Shares are being  reoffered  and resold  for the  accounts  of the  Selling
Shareholders  and the  Future  Selling  Shareholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

      The Selling Shareholders have advised the Company that the resale of their
Shares  may be  effected  from time to time in one or more  transactions  on the
American Stock Exchange  ("AMEX"),  in negotiated  transactions  or otherwise at
market  prices  prevailing  at the  time  of the  sale  or at  prices  otherwise
negotiated.  See "Plan of  Distribution."  The Company will bear all expenses in
connection with the preparation of this Prospectus.

         AN INVESTMENT IN THE COMMON SHARES OFFERED HEREBY INVOLVES
        A HIGH DEGREE OF RISK. SEE "RISK FACTORS" AT PAGE 4 HEREOF.

      The Company's Common Shares are traded on the AMEX under the symbol "GST."
On June 24,  1996,  the last sale price for the Common  Shares,  as  reported on
AMEX, was $14.625.

       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
         SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
         ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

            The date of this Prospectus is June 28, 1996.
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission  (the  "Commission").  Such  reports  and  other  information  can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549;
500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60661; and Seven World
Trade Center,  Suite 1300, New York, New York 10048. Copies of such material can
be obtained  from the Public  Reference  Section of the  Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549, at prescribed rates. The
Common Shares are listed on the AMEX and such reports and other  information may
also be inspected at the offices of the AMEX, 86 Trinity  Place,  New York,  New
York 10006.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION..........................................-2-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................-3-

RISK FACTORS...................................................-4-

THE COMPANY...................................................-12-

MATERIAL CHANGES..............................................-12-

USE OF PROCEEDS...............................................-13-

SELLING SHAREHOLDERS..........................................-13-

PLAN OF DISTRIBUTION..........................................-14-

LEGAL MATTERS.................................................-14-

EXPERTS.......................................................-14-

ADDITIONAL INFORMATION........................................-15-

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  Company's  Annual  Report  on Form  20-F for the  fiscal  year  ended
September  30, 1995, as amended,  and Reports of Foreign  Issuer on Form 6-K for
the  quarters  ended  December  31,  1995,  as  amended  and March 31,  1996 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  All subsequent  annual reports filed by the Company on Form 20-F, 40-F,
10-K or otherwise,  prior to the termination of this offering,  are deemed to be
incorporated  by reference in this  prospectus  and shall be deemed to be a part
hereof  from the date of  filing  of such  documents.  All  Reports  on Form 6-K
subsequently  filed by the Company  pursuant to the Exchange Act and  identified
therein  as a Form 6-K being  incorporated  by  reference  herein,  prior to the
termination of this offering, are deemed to be incorporated by reference in this
Prospectus  and shall be deemed to be a part  hereof  from the date of filing of
such documents.

      The  Company's  Application  for  Registration  of its Common Shares under
Section  12(b) of the  Exchange  Act filed on March 3, 1994 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

      The Company hereby  undertakes to provide without charge to each person to
whom a copy of this  Prospectus  has  been  delivered,  on the  written  or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be  directed  to  GST  Telecommunications,  Inc.  at  4317  N.E.  Thurston  Way,
Vancouver, Washington 98662, Attention: Investor Relations. Oral requests should
be directed to Investor Relations (telephone number (360) 254-4700).

                                   ----------

      No  dealer,  salesman  or other  person  has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Shareholders.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                     -3-
RISK FACTORS

      The securities  offered hereby involve a high degree of risk.  Prospective
investors should carefully  consider the following risk factors before making an
investment decision.

Development and Expansion Risk and Possible Inability to Manage Growth

      The Company is in the early stages of its operations. Its networks serving
the San Gabriel  Valley,  Tucson,  Albuquerque,  Fresno and Coalinga,  have only
recently  become  commercially  operational  and the  Company  has not  deployed
switches  in its  networks.  The  continued  expansion  and  development  of the
Company's  networks  and the  success of the  Company's  switched  and  enhanced
services will depend,  among other things,  upon the Company's ability to assess
potential  markets,  design fiber backbone routes that provide ready access to a
substantial  customer base,  secure  financing,  obtain required  rights-of-way,
building access and governmental permits, implement expanded interconnection and
collocation with facilities owned by local exchange telephone companies ("LECs")
and achieve a sufficient customer base, and upon subsequent changes in state and
federal regulations. There can be no assurance that any networks to be developed
or further developed will be completed on schedule, at a commercially reasonable
cost or within the Company's  specifications.  In addition, the expansion of the
Company's  business may involve  acquisitions,  which, if made, could divert the
resources and management time of the Company and could require  integration with
the Company's  existing networks and services.  The Company's future performance
will depend, in part, upon its ability to manage its growth  effectively,  which
will require it to continue to implement  and improve its  operating,  financial
and  accounting  systems,  to expand,  train and manage its employee base and to
effectively manage the integration of any acquired  business.  These factors and
others could  adversely  affect the  expansion of the customer  base and service
offerings  of the  Company's  existing  networks,  as  well as  commencement  of
operations  of new  networks.  The  Company's  inability  either  to  expand  in
accordance with its plans or to manage its growth could have a material  adverse
effect on its business,  financial condition and results of operations. See "The
Company."

Historical and Anticipated Future Operating Losses and Negative EBITDA

      The Company  has  incurred  and  expects to  continue to incur  increasing
operating  losses and  negative  EBITDA while it expands its business and builds
its customer  base. The Company has incurred  significant  increases in expenses
associated with these  activities and there can be no assurance that an adequate
customer  base with  respect to any or all of its  services  will be achieved or
sustained. The Company does not expect to achieve a significant market share for
any of its services.  The Company had a net loss of approximately  $20.5 million
and  negative  EBITDA of $11.1  million for the six months ended March 31, 1996.
The Company had a net loss of approximately $11.3 million and negative EBITDA of
$8.8  million  for  the  year  ended  September  30,  1995  and  a net  loss  of
approximately $3.5 million and negative EBITDA of $0.8 million for the 13 months
ended  September  30,  1994.  There can be no  assurance  that the Company  will
achieve or sustain  profitability or generate  positive EBITDA. At September 20,
1995, the Company had a U.S. net operating loss  carryforward  of  approximately
$8.5 million and Canadian net operating loss carryforward of approximately  $5.8
million.  While such loss  carryforwards  are available to offset future taxable
income of the  Company,  it is more likely  than not that the  Company  will not
generate sufficient taxable income so as to utilize all or a substantial portion
of such loss carryforwards prior to their expiration.

Significant Capital Requirements

      The Company believes that the net proceeds of approximately $171.3 million
from a private placement offering consummated in December 1995 ("the December

                                     -4-
Offering"),  together with cash on hand and borrowings  expected to be available
under both a $100 million credit  facility with Tomen America and its affiliates
("Tomen") (the "Tomen  Facility") and the equipment  financing being negotiated,
will  provide  sufficient  funds for the  Company  to  expand  its  business  as
presently  planned and to fund its  operating  expenses  for the next 12 months.
Thereafter, the Company expects to require additional financing. However, in the
event that the Company's plans or assumptions  change or prove to be inaccurate,
or its cash on hand,  net  proceeds  from the December  Offering and  borrowings
under the Tomen Facility and the equipment financing being negotiated,  prove to
be insufficient to fund the Company's  growth and operations,  or if the Company
consummates  acquisitions,  or if the  Company's  operating  cash  flow does not
increase  substantially,  the Company may be required to seek additional capital
sooner than  currently  anticipated.  Sources of financing may include public or
private equity or debt financings by the Company or its  subsidiaries,  sales of
non-strategic  assets or other  financing  arrangements.  The  Company  has been
discussing with Tomen the possibility of modifying the Tomen Facility to provide
additional  financing  for  the  interconnection  of  the  Company's  California
networks and for the Hawaiian  inter-island  network.  There can be no assurance
that  additional  financing  under  the  Tomen  Facility  or  otherwise  will be
available to the Company or, if available, that it can be obtained on acceptable
terms or within the  limitations  contained  in the  indentures  relating to the
Notes sold in the December  Offering (the  "Indentures") in any future financing
arrangement.  Failure  to obtain  such  financing  could  result in the delay or
abandonment of some or all of the Company's  development and expansion plans and
expenditures and could have a material adverse effect on the Company's business.
Such failure  could also limit the ability of the Company to make  principal and
interest payments on its outstanding  indebtedness,  which would have a material
adverse effect on the value of the Common Shares.

      The Company has no working capital or other credit facility under which it
may borrow for working capital and other general corporate  purposes.  There can
be no  assurance  that such a facility  will be  available to the Company in the
future or that if such a facility were available,  that it would be available on
terms and conditions acceptable to the Company.

Substantial Indebtedness

      At March 31, 1996, the Company had  outstanding  on a  consolidated  basis
approximately  $219.2 million of  indebtedness.  The accretion of original issue
discount on the notes (the  "Notes") will cause an increase in  indebtedness  of
$164.9 million by December 15, 2000. The Indentures  limit, but do not prohibit,
the  incurrence  of  additional   indebtedness  by  the  Company.   The  Company
anticipates  that it  will  incur  substantial  additional  indebtedness  in the
future.  At March 31, 1996, the Company had $82.5 million of availability  under
the Tomen Facility to finance the  development  and  construction  of additional
networks,  if and to the extent that proposals for funding projects are approved
by Tomen. Since March 31, 1996,  approximately  $11.7 million was borrowed under
the  Tomen  Facility.  The  Company  expects  to  incur  substantial  additional
indebtedness  in  the  future.   The  Company  is  negotiating   with  equipment
manufacturers  for  approximately  $315.0 million of financing.  There can be no
assurance that any such equipment  financing will be available to the Company on
acceptable terms or at all.

      The level of the Company's  indebtedness could have important consequences
to its future prospects, including the following: (i) the ability of the Company
to obtain any  necessary  financing in the future for working  capital,  capital
expenditures, debt service requirements or other purposes may be limited; (ii) a
substantial portion of the Company's cash flow from operations,  if any, must be
dedicated to the payment of principal  of and interest on its  indebtedness  and
other  obligations  and will not be  available  for  other  purposes;  (iii) the
Company's level of indebtedness  could limit its flexibility in planning for, or
reacting to changes in, its business; (iv) the Company will be more highly

                                     -5-
leveraged  than some of its  competitors,  which  may place it at a  competitive
disadvantage; and (v) the Company's high level of indebtedness will make it more
vulnerable in the event of a downturn in its business.

Possible Inability to Service Debt

      The  Company  has been  experiencing  increasing  negative  EBITDA and the
Company's earnings before fixed charges were insufficient to cover fixed charges
for the six months ended March 31, 1996,  the year ended  September 30, 1995 and
the 13 months ended September 30, 1994 by $21.4 million,  $13.8 million and $3.0
million, respectively. There can be no assurance that it will be able to improve
its earnings  before fixed charges or EBITDA or that the Company will be able to
meet its debt  service  obligations.  As the Company does not  currently  have a
revolving credit facility, if a shortfall occurs, alternative financing would be
necessary in order for the Company to meet its liquidity  requirements and there
can be no assurance that such financing would be available.  In such event,  the
Company could face  substantial  liquidity  problems.  In addition,  the Company
anticipates  that cash flow from  operations  may be  insufficient  to repay the
Notes in full at  maturity  in which  event such  indebtedness  would need to be
refinanced.  There can be no  assurance  that the Company will be able to effect
such  refinancing.  The  ability of the Company to meet its  obligations  and to
effect such refinancings will be dependent upon, among other things,  the future
performance  of the  Company,  which  will be  subject  to  prevailing  economic
conditions  and to  financial,  business and other  factors,  including  factors
beyond  the  control  of  the  Company.  Failure  by the  Company  to  meet  its
obligations could result in a default on its indebtedness,  including the Notes,
which would permit the holders of such  indebtedness  to accelerate the maturity
thereof.

Financial and Operating Restrictions Imposed by Existing Indebtedness

      The  Indentures and the Tomen Facility  impose  significant  operating and
financial  restrictions on the Company. Such restrictions affect, and in certain
cases  significantly  limit or prohibit,  among other things, the ability of the
Company to incur additional  indebtedness or to create liens on its assets,  pay
dividends,  sell assets,  engage in mergers or acquisitions or make investments.
Failure to comply with any such covenant  could result in a default  thereunder,
which could result in an acceleration of such indebtedness.

Difficulties in Implementing Local and Enhanced Services

      The Company plans to deploy high capacity,  digital switches in the cities
in which it operates or plans to operate networks,  as well as in certain cities
where the Company will rely on LEC facilities for transmission. This will enable
the Company to offer  interstate  switched  access  services  and, as regulatory
conditions permit,  intrastate switched access, enhanced services and local dial
tone. The Company expects negative operating margins from its switched services,
during  the 12 to 18 month  period  after a switch  is  deployed.  For  switches
operating  in  conjunction  with the  Company's  networks,  the Company  expects
operating  margins to improve as the network is expanded  and Larger  volumes of
traffic are carried on the Company's network.  Until such time, the Company will
rely on the LEC to originate and terminate a significant portion of its switched
services traffic.  For switches  operating in cities where the Company will rely
on LEC  facilities for  transmission,  negative  operating  margins are expected
under current LEC pricing tariffs.  Although under the Telecommunications Act of
1996 (the "Telecommunications  Act") the LECs will be required to unbundle local
tariffs and permit the Company to purchase only the  origination and termination
services  it  needs,  thereby  decreasing  operating  expenses,  there can be no
assurance that such unbundling will be effected in a timely manner and result in
prices  favorable  to  the  Company.  In  addition,  the  Company's  ability  to
successfully  implement  its  switched and  enhanced  services  will require the
negotiation of resale  agreements with LECs and other competitive local exchange
telephone companies ("CLECs") and the negotiation of interconnection agreements

                                     -6-
with incumbent LECs. The Company's  switched  services may not be profitable due
to, among other factors,  lack of customer demand,  competition from other CLECs
and pricing pressure from the LECs. Implementation of the Company's switched and
enhanced  services  is subject  to the  Company's  ability  to obtain  equipment
financing  for switches and upon  equipment  manufacturers'  ability to meet the
Company's switch deployment  schedule.  Although the Company is negotiating with
equipment manufacturers for approximately $315.0 million of equipment financing,
it has not entered into definitive agreements and there can be no assurance that
the Company will obtain such financing, that all or any of such switches will be
deployed or that,  if  deployed,  such  switches  will be utilized to the degree
contemplated by the Company.  The Company has no experience  providing  switched
access  services and there can be no assurance  that the Company will be able to
successfully implement its switched and enhanced services strategy.

Recent Commencement of Marketing

      The Company has only recently  begun  marketing the services of certain of
its networks and, as a result,  the Company has relatively few customers and has
generated limited revenue from its CLEC services.  Although the Company actively
markets its products and  services,  there can be no assurance  that the Company
will be able to attract new customers or retain existing customers.

Dependence on Key Customers

      The Company's five largest telecommunications services customers accounted
for approximately 47.8%, 26.8% and 0.7% of the Company's  consolidated  revenues
for the six months ended March 31, 1996,  the year ended  September 30, 1995 and
the 13 months  ended  September  30, 1994,  respectively.  During the year ended
September 30, 1995, a former customer of the Company's wholly-owned  subsidiary,
International Telemanagement Group, Inc. ("ITG"), which is presently the subject
of a bankruptcy  proceeding,  accounted for 5.3% of the  Company's  consolidated
revenues.  It is  anticipated  that during the early  stages of  development  of
individual networks,  before obtaining a sufficient amount of end-user revenues,
the Company will be dependent on a limited number of long distance  carriers for
a significant  portion of its revenues.  While long distance  carriers have high
volume  requirements  and have  utilized  CLECs,  they  generally are more price
sensitive  than  end-users.   The  five  largest   customers  of  the  Company's
manufacturing  operations  accounted for 7.1%,  16.1% and 22.2% of the Company's
consolidated  revenues for the six months  ended March 31, 1996,  the year ended
September 30, 1995 and the 13 months ended September 30, 1994, respectively. The
loss of, or decrease of business from, one or more  significant  customers could
have a material adverse effect on the business,  financial condition and results
of operations of the Company.

Competition

      The  telecommunications  industry is highly competitive.  In most markets,
the Company's  principal  competitor for local exchange services is the Regional
Bell Operating  Company ("RBOC") or GTE Corporation  ("GTE").  Other competitors
may  include   other  CLECs,   microwave  and   satellite   carriers,   wireless
telecommunications  providers  and private  networks  built by large  end-users.
Potential  competitors (using similar or different  technologies)  include cable
television  companies,  utilities and local  telephone  companies  outside their
current  local  service  areas.  In  addition,  the Company  anticipates  future
competition from large long distance carriers,  such as AT&T Corp. ("AT&T"), MCI
Communications Corporation ("MCI") and Sprint Corporation ("Sprint"), which have
announced plans to offer integrated  local and long distance  telecommunications
services as regulations allow. Consolidation of telecommunications companies and
the formation of strategic alliances within the telecommunications  industry, as
well as the development of new technologies,  could give rise to significant new
competitors to the Company.

                                     -7-
As  a  recent  entrant  in  the  integrated   telecommunications  services
industry,  the  Company  has not  achieved  and does not  expect  to  achieve  a
significant market share for any of its services. In particular,  the RBOCs, GTE
and other local telephone companies have long-standing  relationships with their
customers,  have  financial,  technical  and marketing  resources  substantially
greater than those of the Company,  have the potential to subsidize  competitive
services with revenues from a variety of businesses  and currently  benefit from
certain  existing  regulations  that favor the LECs over the  Company in certain
respects.  While recent  regulatory  initiatives,  which allow CLECs such as the
Company  to  interconnect  with  LEC  facilities,   provide  increased  business
opportunities  for the Company,  such  interconnection  opportunities  have been
accompanied by increased  pricing  flexibility  for and relaxation of regulatory
oversight  of the LECs.  For  example,  the  Federal  Communications  Commission
("FCC") granted LECs additional  flexibility in pricing their interstate special
and switched  access  services on a central office  specific  basis.  Under this
pricing scheme, LECs may establish pricing zones based on access traffic density
and charge  different  prices for  central  offices  in each zone.  The  Company
anticipates that the FCC will grant LECs increasing  pricing  flexibility as the
number of  interconnections  and  competitors  increases.  In addition,  the FCC
enacted interim pricing rules that  restructure LEC switched  transport rates in
order to facilitate competition for switched access. If regulators allow LECs to
charge  CLECs  increased  fees in  conjunction  with  interconnection  to  their
networks, the financial condition of the Company could be adversely affected. If
the LECs lower their  rates,  the Company  and others  providing  CLEC and other
telecommunications  services may be forced by market  conditions  to charge less
for their  services  in order to  compete.  There can be no  assurance  that the
Company  will be able to  achieve  or  maintain  significant  revenue or compete
effectively in any of its markets.

      To the extent the  Company  interconnects  with and uses LEC  networks  to
service the Company's  customers,  the Company is dependent  upon the technology
and  capabilities  of the LECs to meet certain  telecommunications  needs of the
Company's  customers  and to maintain  its service  standards.  The Company will
become increasingly  dependent on interconnection with LECs as switched services
become a greater percentage of the Company's  business.  The  Telecommunications
Act imposes  interconnection  obligations on LECs, but there can be no assurance
that the Company will be able to obtain the  services it requires at rates,  and
on terms and conditions,  that permit the Company to offer switched  services at
rates that are both  profitable and  competitive.  In the event that the Company
experiences  difficulties  in obtaining  high quality,  reliable and  reasonably
priced service from the LECs, the  attractiveness  of the Company's  services to
its customers could be impaired.

      The long distance telecommunications industry has relatively insignificant
barriers to entry, numerous entities competing for the same customers and a high
average churn rate, as customers  frequently  change long distance  providers in
response  to  the  offering  of  lower  rates  or   promotional   incentives  by
competitors.  The Company  competes with major  carriers  such as AT&T,  MCI and
Sprint,  as well as other  national  and  regional  long  distance  carriers and
resellers,  many of whom are able to  provide  services  at costs that are lower
than  the  Company's   current   costs.   In  addition,   as  a  result  of  the
Telecommunications  Act, RBOCs also will become competitors in the long distance
telecommunications  industry upon the  satisfaction of certain  conditions.  The
Company  believes  that the  principal  competitive  factors  affecting its long
distance  operations are pricing,  customer  service,  accurate  billing,  clear
pricing  policies and, to a lesser extent,  variety of services.  The ability of
the Company to compete  effectively  will depend upon its  continued  ability to
maintain high quality,  market driven  services at prices  generally equal to or
below those charged by its competitors.  The FCC has, on several occasions since
1984,  approved or required  price  reductions by AT&T.  The FCC has announced a
decision  pursuant to which AT&T will no longer be regulated as a dominant  long
distance  carrier.  This decision  removes AT&T from price-cap  regulations with
respect to its long distance  services as well as other regulatory and reporting
requirements that previously

                                     -8-
only  applied to AT&T as the sole carrier  designated  by the FCC as dominant in
the long  distance  market.  This  decision,  which is subject to certain  other
commitments and  undertakings  agreed to by AT&T, is expected to increase AT&T's
flexibility  in  competing  in  the  long  distance   services  market  and,  in
particular,  will  eliminate the longer tariff  notice  requirements  previously
applicable  only to AT&T.  To  maintain  its  competitive  posture,  the Company
believes  that it must be in a  position  to reduce  its prices in order to meet
reductions in rates,  if any, by others.  Any such  reductions  could  adversely
affect the Company.

      The  Internet  services  market  is  highly  competitive.   There  are  no
substantial  barriers to entry,  and the Company expects that  competition  will
continue to intensify. The Company's competitors in this market include Internet
service providers, other telecommunications  companies, online services provides
and  Internet  software  providers.  Many  of  these  competitors  have  greater
financial,  technological  and marketing  resources than those  available to the
Company.

      The  Company's   wholly-owned   subsidiary,   National   Applied  Computer
Technologies, Inc. ("NACT"), competes with other lower to medium capacity switch
manufacturers and software providers.  As its business develops and new switches
are   introduced,   NACT's   competitors   may   include   larger   switch   and
telecommunications  equipment  manufacturers  such as Lucent  Technologies Inc.,
Harris Corp.,  Siemens AG, Alcatel  Alsthom  Compagnie  Generale  D'Electricite,
Telefonaktiebolaget  L.M.  Ericsson and Northern  Telecom,  Ltd.  Most of NACT's
potential  competitors  have  substantially  greater  financial,  technical  and
marketing  resources  than NACT and may threaten  the  viability of NACT if such
other  companies  commence  efforts  to  compete  in the  segment  of the switch
manufacturing market in which NACT operates.

Government Regulation

      The  Company's  networks  and the  provision  of switched and private line
services are subject to significant  regulation at the federal,  state and local
levels.  Delays in receiving required  regulatory  approvals or the enactment of
new adverse  regulation or regulatory  requirements  may have a material adverse
effect upon the Company.

      The FCC exercises jurisdiction over the Company to the extent its services
involve  the   provision,   origination   and   termination   of  interstate  or
international telecommunications, including resale of long distance services. As
such a provider,  the Company must file  tariffs with the FCC. In addition,  the
Company must obtain prior FCC authorization for domestic and international  long
distance services.  State regulatory  commissions exercise jurisdiction over the
Company to the extent it provides intrastate services.  As such a provider,  the
Company is required to obtain  regulatory  authorization  and/or file tariffs at
state  agencies in most of the states in which it  operates.  Local  authorities
control the Company's access to municipal  rights-of-way.  The networks are also
subject to numerous local regulations such as building codes and licensing. Such
regulations  vary on a city by city and county by county basis.  There can be no
assurance that state or federal  commissions  will grant  required  authority or
refrain from taking action against the Company,  if it is found to have provided
services  without  obtaining the necessary  authorizations.  If authority is not
obtained or if tariffs are not filed,  or are not  updated,  or otherwise do not
fully  comply  with the  tariff  filing  rules  of the FCC or  state  regulatory
agencies,  third parties or  regulators  could  challenge  these  actions.  Such
challenges could cause the Company to incur substantial legal and administrative
expenses. The recently enacted Telecommunications Act provides for a significant
deregulation of the domestic  telecommunications  industry,  including the local
exchange,   long   distance   and  cable   television   industries.   Since  the
Telecommunications  Act has  only  recently  been  enacted,  it is too  early to
predict  what  effect  such  legislation  will  have  on  the  Company  and  its
operations.

                                     -9-
In  addition,  the  FCC  imposes  restrictions  on  foreign  ownership  of
communications service providers utilizing radio frequencies.  The operations of
the  Company's  Hawaiian  network  use,  among  other  transmission  facilities,
microwave radio facilities operating pursuant to FCC licenses granted to Pacwest
Network,  Inc.,  an entity  that is  controlled  by John  Warta,  the  Company's
President and Chief Executive Officer. The FCC also has the authority,  which it
is not presently  exercising,  to impose  restrictions  on foreign  ownership of
communications  service providers not utilizing radio  frequencies,  which could
have a material adverse effect on the Company's CLEC and other businesses.

Need to Adapt to Technological Change

      The  telecommunications  industry  is  subject  to rapid  and  significant
changes  in  technology,  with the  Company  relying  on third  parties  for the
development  of and  access  to new  technology.  The  effect  of  technological
changes,  including changes to wireline and wireless transmission  technologies,
on the business of the Company  cannot be  predicted.  The Company  believes its
future  success will depend,  in part,  on its ability to anticipate or adapt to
such  changes  and to offer,  on a timely  basis,  services  that meet  customer
demands.

      The future  success of NACT will  depend in part upon its  ability to keep
pace with  advancing  technology and standards  within the switch  manufacturing
industry.  There can be no assurance  that NACT's  products will not be rendered
obsolete by switch products  incorporating  technological  advances  designed by
competitors that are not available to NACT.

Possible Adverse Litigation Outcome

      An action was commenced  against NACT alleging that its telephone  systems
incorporating prepaid calling features infringe upon a patent issued in 1987. An
unfavorable  decision in this action could have a material adverse effect on the
Company.

Dependence on Key Personnel

      The efforts of a small number of key  management  and operating  personnel
will largely determine the Company's success and the loss of any of such persons
could adversely  affect the Company.  The success of the Company also depends in
part upon its ability to hire and retain highly skilled and qualified operating,
marketing,  financial and technical  personnel.  The  competition  for qualified
personnel in the telecommunications industry is intense and, accordingly,  there
can be no assurance  that the Company  will be able to hire or retain  necessary
personnel.

Dependence on Rights-of-Way and Other Third Party Agreements

      The  Company  must obtain  easements,  rights-of-way,  entry to  premises,
franchises  and licenses  from various  private  parties,  actual and  potential
competitors  and state and local  governments  in order to construct and operate
its  networks.   There  can  be  no  assurance  that  the  Company  will  obtain
rights-of-way  and franchise  agreements on acceptable  terms or that current or
potential  competitors  will not  obtain  similar  rights-of-way  and  franchise
agreements  that will allow them to compete  against the Company.  If any of the
existing  franchise or license agreements were terminated or not renewed and the
Company  were forced to remove its fiber optic  cables or abandon its network in
place, such termination could have a material adverse effect on the Company.

Variability of Quarterly Operating Results

      As a result of the limited  revenues and significant  expenses  associated
with the expansion  and  development  of its networks and services,  the Company
anticipates that its operating results could vary significantly from period to

                                     -10-
period. In addition,  revenues relating to the Company's network  businesses are
and may continue to be dependent upon a small number of customers and contracts,
revenues under which are likely to vary significantly from period to period.

Risk of Joint Investments

      The Company's  Phoenix  network is operated by Phoenix Fiber Access,  Inc.
("Phoenix Fiber"),  an entity in which the Company has a 50% ownership interest.
Phoenix  Fiber has been  managed by a governing  board that the Company does not
control.  The risk is present in this joint venture, and in other joint ventures
in which the Company may subsequently  determine to participate,  that the other
joint  venture  partners  may at any  time  have  economic,  business  or  legal
interests or goals that are inconsistent  with those of the joint venture or the
Company.  The risk is also present that a joint venture partner may be unable to
meet its economic or other  obligations  to the venture and that the Company may
be required to fulfill some or all of those  obligations.  In  addition,  if the
Company  enters  into  international  joint  ventures,  the  operations  of such
ventures will be subject to various risks not present in the Company's  domestic
operations, such as fluctuations in currency exchange rates,  nationalization or
expropriation  of  assets,   import/export   controls,   political  instability,
limitations  on  foreign  investment,  restrictions  on the  ability  to convert
currency and the additional expenses and risks inherent in conducting operations
in geographically  distant locations with customers speaking different languages
and having different cultural approaches to the conduct of business.

Volatility of Market Price of Common Shares

      Since the Common Shares have been publicly traded,  their market price has
fluctuated over a wide range and may continue to do so in the future. The market
price of the  Common  Shares  could be subject to  significant  fluctuations  in
response to various factors and events,  including among other things, the depth
and  liquidity of the trading  market of the Common  Shares,  variations  in the
Company's  operating  results and the difference  between actual results and the
results expected by investors and analysts.  In addition,  from time to time the
stock market has experienced broad price and volume fluctuations that have often
been  unrelated to the operating  performance  of companies.  These broad market
fluctuations also may adversely affect the market price of the Common Shares.

Risks of Investment in a Canadian Corporation

      The Company is a Canadian corporation.  Certain directors and officers and
certain of the Company's  professionals are residents of Canada. As a result, it
may be difficult for U.S.  shareholders  to effect service of process within the
United   States  upon  the  Company  or  upon  such   directors,   officers  and
professionals  or to collect  judgments  of U.S.  courts  predicated  upon civil
liability  under U.S.  federal  securities  and other laws. The Company has been
advised that there is substantial  doubt as to whether Canadian courts would (i)
enforce  judgements  of  U.S.  courts  obtained  against  the  Company  or  such
directors,  officers  and  professionals  predicated  upon the civil  labilities
provisions of U.S. laws or (ii) impose  liabilities in original  actions against
the Company or its directors,  officers and professionals predicated solely upon
U.S. laws. In addition,  the Company's  status as a Canadian  company limits the
ability  of the  Company  to hold or  control  common  carrier  radio  frequency
licenses in the United States.

Potential Resales of a Substantial Number of Shares; Registration Rights

      At May 31, 1996, the Company had outstanding  21,168,989 Common Shares. Of
these shares, 19,603,743 Common Shares are freely tradeable,  except for (i) any
Common Shares held by "affiliates" of the Company within the meaning of Rule 144
under the Securities Act (2,999,758 of such 19,603,743  shares at May 31, 1996),
which  shares  will be subject to the resale  limitations  of Rule 144,  (ii) an
aggregate of 750,000 Common Shares subject to escrow under regulations of the

                                     -11-
Vancouver Stock Exchange (the "VSE") and (iii)  1,000,000  Common Shares subject
to escrow. The remaining 1,565,246 Common Shares are "restricted securities," as
that term is defined in Rule 144 and may only be sold pursuant to a registration
statement under the Securities Act or an applicable  exemption from registration
thereunder,  including  pursuant  to Rule 144.  Of such  1,556,246  shares,  the
Company is  contractually  obligated  to  register  for resale an  aggregate  of
414,199 shares.  In addition,  at May 31, 1996, (i) 3,005,223 Common Shares were
reserved for issuance upon exercise of outstanding stock options,  with exercise
prices  ranging from $3.55 to $10.00 per share,  (ii) 896,155 Common Shares were
reserved for issuance  upon  exercise of  outstanding  warrants,  with  exercise
prices ranging from $5.52 to $12.96 per share and (iii) 2,823,749  Common Shares
were reserved for issuance upon conversion of the convertible  notes sold in the
December  Offering (the  "Convertible  Notes") (based on the aggregate  accreted
value of Convertible  Notes on June 15, 1996).  The Company has registered or is
obligated to register the resale of the Common Shares  issuable upon exercise of
the options and the  warrants.  The Company is also  obligated  to register  the
issuance of the Common Shares issuable upon conversion of the Convertible Notes.
The  future  sale or the  expectation  of future  sales of Common  Shares in the
public market could adversely affect the prevailing market prices for the Common
Shares and could impair the Company's  ability to raise capital through the sale
of Common Shares.

Potential Anti-Takeover Provisions

      The Company's  Board of Directors has the  authority,  without any further
vote  or  action  by the  Company's  shareholders,  to  issue  up to  10,000,000
Preference Shares,  without par value (the "Preference  Shares"), in one or more
series and to determine  the  designations,  power,s  preferences  and relative,
participating,  optional or other rights thereof,  including without limitation,
the dividend rate (and whether  dividends are  cumulative),  conversion  rights,
voting rights, rights and terms of redemption,  redemption price and liquidation
preference.  Although the Company has no current  plans to issue any  Preference
Shares,  the rights of the holders of Common Shares would be subject to, and may
be  adversely  affected by, the rights of the holders of any  Preference  Shares
that may be issued in the future.  Issuance of Preference  Shares could have the
effect of delaying,  deterring or preventing a change in control of the Company,
including the imposition of various procedural and other requirements that could
make it more difficult for holders of Common Shares to effect certain  corporate
actions,  including the ability to replace incumbent directors and to accomplish
transactions opposed by the incumbent Board of Directors.

                                  THE COMPANY

Overview

      The  Company  provides  a broad  range  of  integrated  telecommunications
products and services, primarily to customers located in the western continental
United States and Hawaii. Since inception as a facilities-based CAP, the Company
has  constructed  and  operates  state-of-the-art,   digital  telecommunications
networks that provide an alternative to incumbent LECs. The Company has expanded
beyond the scope of traditional competitive access provider operations into CLEC
services and currently provides a range of enhanced  telecommunications services
that include long distance, Internet access, and data services. In addition, the
Company  expects  to offer  switched  access  and local  dial tone  services  to
complement its existing  telecommunications  service offerings. The Company also
manufactures  telecommunications  switching equipment and network management and
billing systems through its wholly-owned subsidiary, NACT.

                               MATERIAL CHANGES

      In the December Offering,  the Company sold $20,000,187 137/8% Convertible
Senior Subordinated Discount Notes due 2005 in December 1995 and GST USA, Inc.

                                     -12-
sold $160,001,496  137/8% Senior Discount Notes due 2005 in a private placement.
Of the net  proceeds of the December  Offering,  $2.0 million was applied to the
repayment of short-term  indebtedness,  and the balance will be used for capital
expenditures  and to fund future  operating  deficits  and for  working  capital
purposes.

                                USE OF PROCEEDS

      The Company will receive the exercise  price of the options when exercised
by the holders  thereof.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling  Shareholders and the Future
Selling Shareholders.

                             SELLING SHAREHOLDERS

      This Prospectus relates to the reoffer and resale of Shares issued or that
may be issued to the Selling  Shareholders  under the 1995 Plan, the 1996 Option
Plan, the 1996 Purchase Plan or the Warrant.

      The   following   table  sets  forth  (i)  the  number  of  Common  Shares
beneficially owned by each Selling  Shareholder prior to the Offering,  (ii) the
number of Shares to be offered for resale by each Selling  Shareholder and (iii)
the  number  and  percentage  of  Common  Shares  to be  held  by  each  Selling
Shareholder after completion of the offering.
Number of Common
                                                     Number of   Shares/Percentage of
                                Number of Common   Shares to be   Class to be Owned
                               Shares Owned Prior   Offered for   After Completion of
            Name                to the Offering       Resale         the Offering
- ---------------------------    ----------------    ------------   -----------------
W. Gordon Blankstein(1)            469,967(2)          85,000         384,967/1.8%
Robert H. Hanson(3)                166,950(4)          42,500         124,450/*
Peter E. Legault(5)                121,233(6)          19,750         101,483/*
Jack G. Armstrong(7)                50,000(8)          30,000          10,000/*
Thomas E. Sawyer(9)                315,130(10)         70,000         245,130/1.2%
John Warta(11)                   2,013,667(12)        100,000       1,913,667/9.0%
Stephen Irwin (13)                 536,212(14)        415,000          54,545/*
- ----------
*  Less than 1%.

(1)   Mr. Blankstein was a director of the Company from November 1992 to January
      1993 and has been a director of the Company  since January 1994. He became
      Chairman of the Board of Directors in February 1995.

(2)   Includes (i) 244,167  Common Shares  issuable upon exercise of options and
      (ii) 200,000 Common Shares held in escrow pursuant to policies of the VSE.
      Does not include  133,333  Common  Shares  issuable  upon the  exercise of
      options  that are not  exercisable  until the  market  price of the Common
      Shares on the AMEX reaches certain levels for certain prescribed periods.

(3)   Mr. Hanson has been a director of the Company since  February 1993 and has
      been the Senior Vice President - Corporate Development and Chief Financial
      Officer since September 1993.

(4)   Includes 100,000 Common Shares issuable upon exercise of options.

(5)   Mr. Legault has been a director of the Company since April 1993.

(6)   Includes 40,000 Common Shares issuable upon exercise of options.

(7)   Mr. Armstrong has been a director of the Company since July 1994.

(8)   Includes 40,000 Common Shares issuable upon exercise of options.

(9)   Mr.  Sawyer  has been the  Chairman  of the Board of  Directors  and Chief
      Executive  Officer  of NACT  since  October  1988.  He  became  the  Chief
      Technology Officer of the Company in December 1993.

(10)  Includes 155,000 Common Shares issuable upon exercise of options.

                                     -13-
(11)  Mr. Warta has been the President, Chief Executive Officer and a director 
      of the Company since March 1995.

(12)  Includes (i) 191,667  Common Shares  issuable upon exercise of options and
      (ii) 1,000,000 Common Shares held by Pacwest, an entity controlled by John
      Warta.  Mr. Warta has an 80%  ownership  interest in Pacwest  ("Pacwest").
      Does not include  133,333  Common  Shares  issuable  upon the  exercise of
      options  that are not  exercisable  until the  market  price of the Common
      Shares on the AMEX reaches certain levels for certain prescribed periods.

(13)  Mr. Irwin has been the Vice-Chairman of the Company since October 1995 and
      Secretary of the Company since November 1992.

(14)  Includes 181,667 shares issuable upon exercise of options and a warrant to
      purchase  300,000 common shares issuable upon exercise of a warrant.  Does
      not include  133,3333  common  shares  issuable on the exercise of options
      that are not  exercisable  until the trading price of the common shares on
      the AMEX reaches certain levels for certain prescribed periods.

                             PLAN OF DISTRIBUTION

      It is  anticipated  that all of the Shares  will be offered by the Selling
Shareholders  from  time to time in one or more  transactions  on the  AMEX,  in
negotiated  transactions or otherwise at market prices prevailing at the time of
the sale or at  prices  otherwise  negotiated.  The  Selling  Shareholders  have
advised the Company that they are not parties to any  agreement,  arrangement or
understanding as to such sales.

                                 LEGAL MATTERS

      Certain  legal  matters  in  connection  with the  issuance  of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Stephen
Irwin,  counsel to Olshan  Grundman  Frome &  Rosenzweig  LLP, is an officer and
director of the  Company and holds  54,545  Common  Shares and has been  granted
options and warrants to purchase an additional 615,000 Common Shares, the resale
of  415,000  of  which  Common  Shares  are  being  registered  pursuant  to the
Registration Statement of which this Prospectus forms a part.

                                    EXPERTS

      The  consolidated  balance sheet of GST  Telecommunications,  Inc. and its
subsidiaries  as of  September  30,  1995  and the  consolidated  statements  of
operations  and deficit and cash flows for the year ended  September  30,  1995,
have been  incorporated by reference  herein in reliance upon the report of KPMG
Peat  Marwick  LLP,  independent  certified  public  accountants,  and  upon the
authority of said firm as experts in accounting and auditing.  The  consolidated
balance  sheet  of GST  Telecommunications,  Inc.  and  its  subsidiaries  as of
September 30, 1994 and the consolidated statements of operations and deficit and
cash flows for the 13 months ended  September 30, 1994 and year ended August 31,
1993 have been  incorporated by reference  herein in reliance upon the report of
KPMG Peat Marwick Thorne, independent chartered accountants,  upon the authority
of said firm as  experts in  accounting  and  auditing.  The  audited  financial
statements of International  Telemanagement  Group, Inc. as of December 31, 1994
and 1993 and for the year ended  December  31,  1994 and the period  January 23,
1993 (date of inception)  through December 31, 1993 have been included herein in
reliance upon the report of KPMG Peat Marwick LLP, independent  certified public
accountants,  and upon the authority of said firm as experts in  accounting  and
auditing. The financial statements of the  IntelCom-Greenstar  Joint Venture for
the  periods  ended  September  30,  1994 and 1993  have  been  incorporated  by
reference  herein upon  reliance  upon the report of KPMG Peat  Marwick  Thorne,
independent chartered accountants, and upon authority of said firm as experts in
accounting and auditing.

                                     -14-
ADDITIONAL INFORMATION

      The Company has filed with the Commission a Registration Statement on Form
S-8 under the  Securities  Act with respect to the Shares  offered  hereby.  For
further  information  with  respect to the  Company and the  securities  offered
hereby, reference is made to the Registration Statement. Statements contained in
this  Prospectus  as to the contents of any  contract or other  document are not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract or document  filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.

                                     -15-
INDEX TO FINANCIAL STATEMENTS
                                                                        Page(s)

INTERNATIONAL TELEMANAGEMENT GROUP, INC.

Independent Auditors' Report..............................................F-2

Balance Sheets at December 31, 1994 and 1993 .............................F-3

Statements of Operations for the four months 
ended April 30, 1995, the year
ended December 31, 1994 and for the period 
January 23, 1993 (date of inception)
through December 31, 1993 ................................................F-4

Statements of Stockholders' Deficit for 
the four months ended April 30, 1995,
the year ended December 31, 1994 and for 
the period January 23, 1993 (date of
inception) through December 31, 1993......................................F-5

Statements of Cash Flows for the four 
months ended April 30, 1995, the year ended
December 31, 1994 and for the period 
January 23, 1993 (date of inception)
through December 31, 1993.................................................F-6

Notes to Financial Statements.............................................F-7

GST TELECOMMUNICATIONS, INC.

Description of Unaudited Pro Forma Financial Statements
  Reflecting the Acquisition of International Management
  Group, Inc. (ITG) By GST Telecommunications, Inc. (GTI)................F-11

   
Pro Forma Statement of Operations for
  the twelve months ended September 30, 1995.............................F-12

Notes to Pro Forma Statement
  of Operations for the twelve months ended September 30, 1995...........F-13
    

                                       F-1
INDEPENDENT AUDITORS' REPORT

The Board of Directors
International Telemanagement Group, Inc.:

We have audited the accompanying balance sheets of International Telemanagement
Group, Inc. (the Company), as of December 31, 1994 and 1993, and the related
statements of operations, stockholders' deficit, and cash flows for the year
ended December 31, 1994, and for the period January 23, 1993 (date of inception)
through December 31 1993. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International Telemanagement
Group, Inc., as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for the year ended December 31, 1994 and for the period
January 23, 1993 (date of inception) through December 31, 1993 in conformity
with generally accepted accounting principles.

As discussed in note 2, effective May 1, 1995, the Company was acquired by GST
Telecom, Inc.

                                   /S/ KPMG PEAT MARWICK LLP

Detroit, Michigan
July 21, 1995

                                      F-2
INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                                 Balance Sheets
                           December 31, 1994 and 1993
Assets                                             1994               1993
                                     ------                                             ----               ----
Current assets:
    Cash                                                                            $     702,392             71,309
    Trade accounts receivable, less allowance for doubtful accounts of $164,000
       and $52,000, at 1994 and 1993, respectively                                      1,167,346            370,643
    Due from officers and employees                                                         -                 48,690
    Other receivables                                                                       9,152              5,000
    Prepaid expenses and other current assets                                              80,713            115,805
                                                                                     ------------       ------------

                   Total current assets                                                 1,959,603            611,447

Property and equipment, net (note 3)                                                    1,318,870          1,175,495
                                                                                        ---------          ---------

                                                                                     $  3,278,473          1,786,942
                                                                                     ============          =========

                     Liabilities and Stockholders' Deficit
                     -------------------------------------

Current liabilities:
    Current installments of notes payable to related parties (note 5)                $    368,380             95,520
    Current installments of long-term debt (note 4)                                        98,185              -
    Current installments of capital lease obligations (note 7)                            175,668            144,897
    Accounts payable and accrued line charges, net                                      3,735,260          1,107,141
    Due to affiliates                                                                       -                  4,417
    Other accrued expenses and liabilities                                                157,789             22,049
    Deferred revenues                                                                      23,982             22,363
                                                                                     ------------       ------------

                   Total current liabilities                                            4,559,264          1,396,387
                                                                                        ---------          ---------

Notes payable to related parties, less current installments (note 5)                      246,040              -
Long-term debt, less current installments (note 4)                                        131,945              -
Capital lease obligations, less current installments (note 7)                             747,227            890,913
                                                                                     ------------       ------------

                   Total liabilities                                                    5,684,476          2,287,300
                                                                                        ---------          ---------

Commitments and contingencies (notes 7, 9, and 10)

Stockholders' deficit:
    Common stock, no par value, 750 shares authorized, 200 issued and
       outstanding                                                                          1,000              1,000
    Additional paid-in capital                                                            598,630            332,678
    Accumulated deficit                                                                (2,973,765)          (834,036)
                                                                                        ---------       ------------

                                                                                       (2,374,135)          (500,358)

    Less: Treasury stock, at cost of 88 shares                                            (31,868)                -
                                                                                     ------------       -----------

                   Net stockholders' deficit                                           (2,406,003)          (500,358)
                                                                                        ---------       ------------

                                                                                     $  3,278,473         1,786,942
                                                                                     ============         =========
See accompanying notes to financial statements.

                                      F-3
INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                            Statements of Operations
For the Period
                                                                                                       January 23,
                                                                                                          1993
                                                                                                        (Date of
                                                             Four Months           Year Ended     Inception) through
                                                        Ended April 30, 1995      December 31,        December 31,
                                                             (Unaudited)              1994                1993
                                                        --------------------      ------------    -------------------
Net sales and services                                   $      5,010,908            12,202,063           1,494,943
Cost of goods and services                                      4,766,433            11,788,135           1,735,717
                                                                ---------            ----------           ---------

                   Gross profit (loss)                            244,475               413,928            (240,774)

Selling, general, and administrative expenses                     988,203             2,014,635             507,824
                                                             ------------        --------------        ------------

Loss from operations                                             (743,728)           (1,600,707)           (748,598)

Other income (expense):
    Interest expense                                              (53,373)             (140,338)            (16,503)
    Other expense, net                                                 -               (398,684)            (68,935)
                                                             ------------        --------------        ------------

                   Net loss                              $       (797,101)           (2,139,729)           (834,036)
                                                             ============            ==========        ============
See accompanying notes to financial statements.

                                      F-4
INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                       Statements of Stockholders' Deficit
For the Period January 23, 1993 (Date of Inception)
                                                                     Through December 31, 1993
                                     --------------------------------------------------------------------------------------------
                                                          Additional
                                        Common             Paid-in          Accumulated          Treasury         Stockholders'
                                         Stock             Capital            Deficit              Stock             Deficit
                                         -----             -------            -------              -----             -------
Balances at inception                $      -                     -                 -                -                     -
Issuance of common stock                 1,000                332,678               -                -                 332,678
Net loss                                    -                      -           (834,036)             -                (834,036)
                                        ------             ----------           -------              -                 -------

Balances at end of period            $   1,000                332,678          (834,036)             -                (500,358)
                                         =====                =======           =======              =                 =======

                                                                   Year Ended December 31, 1994
                                     --------------------------------------------------------------------------------------------
                                                          Additional
                                        Common             Paid-in          Accumulated          Treasury         Stockholders'
                                         Stock             Capital            Deficit              Stock             Deficit
                                         -----             -------            -------              -----             -------

Balances at beginning of period      $   1,000                332,678            (834,036)             -                (500,358)
Capital contributions                      -                  272,000               -                  -                 272,000
Distributions to shareholder               -                   (6,048)              -                  -                  (6,048)
Repurchase of shares                       -                      -                 -              (31,868)              (31,868)
Net loss                                    -                      -           (2,139,729)              -             (2,139,729)
                                        ------             ----------           ---------        ---------             ---------

Balances at end of period            $   1,000                598,630          (2,973,765)         (31,868)           (2,406,003)
                                         =====                =======           =========           ======             =========

                                                           Four Months Ended April 30, 1995 (Unaudited)
                                     --------------------------------------------------------------------------------------------
                                                          Additional
                                        Common             Paid-in          Accumulated          Treasury         Stockholders'
                                         Stock             Capital            Deficit              Stock             Deficit
                                         -----             -------            -------              -----             -------

Balances at beginning of period      $   1,000                598,630          (2,973,765)         (31,868)           (2,406,003)
Capital contributions                      -                   10,600               -                  -                  10,600
Repurchase of shares                       -                      -                 -               (2,050)               (2,050)
Net loss                                    -                      -             (797,101)              -               (797,101)
                                        ------             ----------        ------------        ---------          ------------

Balances at end of period            $   1,000                609,230          (3,770,866)         (33,918)           (3,194,554)
                                         =====                =======           =========           ======             =========
See accompanying notes to financial statements.

                                      F-5
INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                            Statements of Cash Flows
For the Period
                                                                                                                       January 23,
                                                                                                                      1993 (Date of
                                                                                 Four Months                             Inception)
                                                                                Ended April 30,      Year Ended          through
                                                                                    1995            December 31,        December 31,
                                                                                 (Unaudited)            1994               1993
                                                                                 -----------            ----               ----
Cash flows from operating activities:
   Net loss                                                                      $ (797,101)         (2,139,729)           (834,036)
   Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
   Depreciation and amortization                                                    114,773             318,926              57,859
   Changes in assets and liabilities:
      Trade accounts receivable                                                    (165,145)           (796,703)           (370,643)
      Due from officers and employees                                                  --                48,690             (48,690)
      Other receivables                                                               6,652              (4,152)             (5,000)
      Prepaid expenses and other current assets                                     (13,000)             35,092            (115,805)
      Accounts payable and accrued line charges                                     912,626           2,808,920           1,107,141
      Due to affiliates                                                                --                (4,417)              4,417
      Other accrued expenses and liabilities                                         35,127             135,740              22,049
      Deferred revenues                                                              92,129               1,619              22,363
                                                                                 ----------          ----------          ----------

         Net cash provided by (used in) operating
           activities                                                               186,061             403,986            (160,345)
                                                                                 ----------          ----------          ----------

Cash flows from investing activities - capital                                      (60,550)           (462,301)         (1,233,354)
   expenditures for property and equipment                                             --                  --                  --

         Net cash used in investing activities                                      (60,550)           (462,301)         (1,233,354)
                                                                                 ----------          ----------          ----------

Cash flows from financing activities:
   Repayment of long-term debt                                                     (369,121)             49,329
   Net borrowings on revolving note payable to related
      parties                                                                          --               265,000              95,520
   Net repayments on notes payable to officers and
      employees                                                                        --               253,900                --
   Repurchase of treasury stock                                                      (2,050)            (31,868)               --
   Payments made under capital leases                                                  --              (112,915)          1,035,810
   Additional paid in capital                                                        10,600             272,000                --
   Distributions to shareholder                                                        --                (6,048)               --
   Proceeds from stock issuance                                                        --                  --               333,678
                                                                                 ----------          ----------          ----------

         Net cash provided by financing activities                                 (360,571)            689,398           1,465,008
                                                                                 ----------          ----------          ----------

Net increase (decrease) in cash                                                    (235,060)            631,083              71,309

Cash at beginning of year                                                           702,392              71,309                --
                                                                                 ----------          ----------          ----------

Cash at end of year                                                              $  467,322             702,392              71,309
                                                                                 ==========          ==========          ==========

Supplemental disclosures of cash flow information -
   cash paid during the year for interest                                        $   44,025             132,073               9,513
                                                                                 ==========          ==========          ==========
See accompanying notes to financial statements.

                                       F-6
INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                          Notes to Financial Statements
                           December 31, 1994 and 1993

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     International  Telemanagement  Group, Inc. (the Company), is a domestic and
     international  interexchange  carrier offering long distance,  800, private
     line, and other services to its customers.  ITG was incorporated in January
     1993 under the laws of the state of Ohio.

     (a)  PROPERTY AND EQUIPMENT

          Property and  equipment are stated at cost.  Depreciation  of property
          and equipment is provided  principally on a  straight-line  basis over
          the  estimated  useful lives of the related  assets.  Assets  recorded
          under capital leases are amortized over the terms of the leases.

     (b)  INCOME TAXES

          The  stockholders  of the Company  have  elected to be treated as an S
          corporation, whereby taxable income and/or losses are allocated to the
          stockholder rather than to the Company.  Accordingly, the accompanying
          financial  statements do not include  provisions for federal and state
          taxes on income earned by the Company.

     (c)  REVENUE RECOGNITION

          Income from  services is  recognized  when the  contracted  service is
          rendered.

     (d)  GENERAL CREDIT RISK

          The Company grants credit to customers on open account,  substantially
          all of whom are in the telecommunications industry.

(2)    SUBSEQUENT EVENT

       On May 1, 1995, the Company entered into a purchase agreement with GST
       Telecom, Inc. (GST Net), in which all outstanding stock of the Company
       was sold for cash. GST Net has indicated its intention to fully fund the
       operations of the Company and maintain the Company operations principally
       in the lines of business in which it currently operates.

(3)    PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1994 and 1993, consisted of:
                                                                                    1994                1993
                                                                                    ----                ----
Leasehold improvements                                                  $      6,243              6,243
         Machinery and equipment                                                    1,689,412          1,227,111
                                                                                    ---------          ---------

                                                                                    1,695,655          1,233,354

         Less accumulated depreciation and amortization                              (376,785)           (57,859)
                                                                                 ------------       ------------

                            Property and equipment, net                           $ 1,318,870         1,175,495
                                                                                  ===========         =========
F-7
INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                    Notes to Financial Statements, Continued

(4)    LONG-TERM DEBT
Long-term debt at December 31, 1994 and 1993, consists of the following:
                                                                                    1994                1993
                                                                                    ----                ----
Note payable to customer, 0% interest, monthly payments of $6,944,     $      215,278             -
       Note payable to supplier, 7% interest, monthly payments of $14,939,
           including interest, due February 1995                                      14,852             -
                                                                                  ----------             -

                          Total long-term debt                                       230,130             -

       Less current installments                                                     (98,185)            -
                                                                                  ----------             -

                          Long-term debt, less current installments           $      131,945             -
                                                                                     =======             =
In addition,  the Company has incurred borrowings from related parties (see
     note 5).

       As of December 31, 1994, the maturities of long-term debt are as follows:

                                       Year Ended
                                      December 31,
                                      ------------

                                          1995            $     98,185
                                          1996                  83,333
                                          1997                  48,612
                                                          ------------

                                                          $    230,130
                                                          ============

(5)    RELATED PARTY TRANSACTIONS

       The Company has entered into numerous transactions with its principal
       stockholder and other related entities controlled by its stockholders.

                                      F-8
INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                    Notes to Financial Statements, Continued

(5)  RELATED PARTY TRANSACTIONS, CONTINUED

     The  Company's   principal   stockholder  or  entities  controlled  by  the
     stockholder have obtained financing from two financial institutions.  These
     funds were, in turn, loaned to the Company. The unwritten agreement between
     the  Company  and the  related  parties is that the  Company  will make all
     necessary payments under the stated bank terms. The terms are as follows:
1994                1993
                                                                                    ----                ----
Note payable, bearing interest at 8.25%, payable in monthly
           installments of $8,615, due in full September 1997                    $   349,420             95,520
       Note payable, bearing interest at 1% over the prime rate, due in
           full December 12, 1994.  On March 9, 1995, the loan was renewed
           by the bank                                                               265,000                 -
                                                                                     -------          --------

                          Total notes payable related parties                        614,420             95,520

       Less current installments                                                     368,380             95,520
                                                                                     -------             ------

                          Notes payable to related parties, less current
                             installments                                        $   246,040                 -
                                                                                     =======          ========
The Company rents office space and telecommunications equipment from
       related parties on a month-to-month basis. Rental expense for the periods
       ended December 31, 1994 and 1993, totaled $248,572 and $96,057,
       respectively.

(6)  COMMON STOCK

     During 1994, the Company repurchased common shares from its stockholders at
     a cost of $31,868.

(7)  LEASES

     The Company leases  telecommunications and computer equipment under capital
     leases.  Additionally,  certain  communications  equipment  is leased under
     operating leases.  Lease terms include  per-minute  charges and minimum fee
     levels.

                                      F-9
INTERNATIONAL TELEMANAGEMENT GROUP, INC.
                    Notes to Financial Statements, Continued

(7)  LEASES, CONTINUED

     Future  minimum lease  payments  under capital and operating  leases are as
     follows:
1994                                1993
                                                 ---------------------------         --------------------------
                                                  Capital          Operating         Capital          Operating
                                                  Leases            Leases            Leases           Leases
                                                  ------            ------            ------           ------
Year ending December 31:
           1994                              $            -             -               196,988         23,924
           1995                                      261,464        143,544             283,555        143,544
           1996                                      283,555        143,544             283,555        143,544
           1997                                      276,751        143,544             283,555        143,544
           1998                                      268,714        119,620             276,650        119,620
           1999                                       44,183             -               44,183             -
                                                ------------      ---------       -------------      --------

                Total lease payments               1,134,667        550,252           1,368,486        574,176
                                                                    =======                            =======

       Less amount representing interest
                                                    (211,772)                          (332,676)
                                                ------------                      -------------

                Total obligations under
                   capital leases                    922,895                          1,035,810

       Current installments of capital
           lease obligations                         175,668                            144,897
                                                 -----------                      -------------

                Capital lease obligations,
                   less current installments     $  747,227                             890,913
                                                 ==========                             =======
Total rental expense under operating  leases for the periods ended December
     31, 1994 and 1993, totaled $23,900 and $4,500, respectively.

     The Company  also leases  certain  equipment  and office space from related
     parties (see note 5).

(8)  MAJOR CUSTOMERS

     Gross  revenues of  approximately  $3,000,000  were  derived from two major
     customers for the year ended December 31, 1994.

(9)  SERVICE CONTRACTS

     The Company has  entered  into  service  contracts  with  telecommunication
     providers  which  require a minimum  service  fee on a monthly  basis.  The
     Company has  committed  to minimum  revenues  of $350,000  per month by May
     1995, and must pay one-half of any shortfall.

(10) CONTINGENCIES

     The  Company  is a party to a number of  lawsuits  and claims  relating  to
     service  liability.  While  the  ultimate  results  of  lawsuits  or  other
     proceedings  against  the  Company  cannot  be  predicted  with  certainty,
     management does not expect that the settlement of these matters will have a
     material adverse effect on the financial position of the Company.

                                      F-10
DESCRIPTION OF UNAUDITED PRO FORMA FINANCIAL STATEMENTS
             REFLECTING THE ACQUISITION OF INTERNATIONAL MANAGEMENT (ITG)
             GROUP, INC. BY GST TELECOMMUNICATIONS, INC. (GTI)

     The following unaudited pro forma consolidated financial statements have
been prepared giving effect to the acquisition of ITG as if the transaction had
taken place as of October 1, 1994.

     On May 1, 1995, GTI acquired 100% of the outstanding stock of ITG for
consideration of $74,761, the assumption of certain liabilities and an earnout
provision. The acquisition has been accounted for using the purchase method. All
of the excess purchase price was allocated to goodwill as the net book value of
the assets acquired approximated fair market value at the time of the
acquistion.

     The unaudited pro forma financial information is not necessarily indicative
of the results of operations which would have been attained had the acquisition
been consummated at any of the foregoing assumed dates, or which may be attained
in the future. The pro forma financial information should be read in conjunction
with the historical financial statements of GTI and ITG.

                                      F-11
GST TELECOMMUNICATIONS, INC.
PRO FORMA STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
(unaudited)
Historical            
                                                    ----------------------------- Pro Forma          Pro Forma  
                                                         GTI            ITG       Adjustments           Total
                                                                        (A)
- -------------------------------------------------------------------------------------------------------------------
Revenues:
           Product                                $      7,563,087             0                         7,563,087
           Telecommunication services                   11,118,373    11,403,482                        22,521,855
- -------------------------------------------------------------------------------------------------------------------
                                                        18,681,460    11,403,482                        30,084,942
- -------------------------------------------------------------------------------------------------------------------

Cost of goods sold/services:
           Product                                       3,095,679             0                         3,095,679
           Telecommunication services                   12,198,610    11,071,799                        23,270,409
- -------------------------------------------------------------------------------------------------------------------
                                                        15,294,289    11,071,799                        26,366,088
- -------------------------------------------------------------------------------------------------------------------

Gross margin                                             3,387,171       331,683                         3,718,854

Operating expenses
           General and administration                    8,880,162     2,348,523                        11,228,685
           Marketing,travel and promotion                2,493,159        30,373                         2,523,532
           Research and development                      1,270,590             0                         1,270,590
           Depreciation and amortization                 2,373,912       344,337        287,472 (B)      3,005,721
           --------------------------------------------------------------------------------------------------------

Loss from operations                                   (11,630,652)   (2,391,550)      (287,472)       (14,309,674)

Other income (expenses):
           Interest income                                 302,605             0                           302,605
           Interest expense                               (837,850)     (123,631)                         (961,481)
           Foreign exchange loss                            (7,365)            0                            (7,365)
           Loss from joint ventures                       (660,653)            0                          (660,653)
           Other non-op expense                           (679,205)     (258,036)                         (937,241)
- -------------------------------------------------------------------------------------------------------------------
                                                        (1,882,468)     (381,667)             0         (2,264,135)
- -------------------------------------------------------------------------------------------------------------------

Loss before income taxes
           and non-controlling interest                (13,513,120)   (2,773,217)      (287,472)       (16,573,809)

Income tax expense                                        (166,015)            0                          (166,015)
- -------------------------------------------------------------------------------------------------------------------

Loss before non-controlling interest
           in income of subsidiaries                   (13,679,135)   (2,773,217)      (287,472)       (16,739,824)

Non-controlling interest in loss of subsidiaries         2,364,431             0                         2,364,431
- -------------------------------------------------------------------------------------------------------------------

Loss for the period                                    (11,314,704)   (2,773,217)      (287,472)       (14,375,393)
                                                    ===============================================================

Loss per share                                               (0.82)                                          (1.04)
                                                    ===============================================================

Weighted average common and common
equivalent shares outstanding                           13,780,796                                      13,780,796
                                                    ===============================================================
F-12
GST TELECOMMUNICATIONS, INC.
NOTES TO PRO FORMA STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED SEPTEMBER 30, 1995

(A) The following is a computation of the purchase price:
    Cash paid in closing                                                    200
    Direct costs of acquisition-Legal fees                               74,561
                                                                     ----------
                                                                         74,761
                                                                     ==========

The purchase price is allocated as follows:
    Book value of nets assets acquired                                3,160,682
    Liabilities assumed                                              (6,918,875)
    Excess of cost over value assigned (goodwill)                     3,832,954
                                                                     ----------
                                                                         74,761
                                                                     ==========

(B) To amortize goodwill on a straight-line basis over 10 years         287,472
                                                                     ==========

                                      F-13
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents Reference

            The following documents filed by GST  Telecommunications,  Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

            1.    The Company's Annual Report on Form 20-F for the fiscal year
ended September 30, 1995, as amended.

            2. The Company's  Current Reports on Form 6-K for the quarters ended
December 31, 1995, as amended, and March 31, 1996.

            3. The description of the Company's Common Shares,  no par value per
share,  in the  Company's  Registration  Statement on Form 8-A filed on March 3,
1994.

            All reports and other  documents  subsequently  filed by the Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the effective date of this registration statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities offered hereunder have been sold or which de-registers all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part hereof from the date of filing of such documents.

Item 4.     Description of Securities

            Not applicable.

Item 5.     Interest of Named Experts and Counsel

            Certain legal matters in connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Stephen
Irwin,  counsel to Olshan  Grundman  Frome &  Rosenzweig  LLP, is an officer and
director of the  Company and holds  54,545  Common  Shares and has been  granted
options and warrants to purchase an additional 615,000 Common Shares.

Item 6.     Indemnification of Directors and Officers

            Except  as  hereinafter  set  forth,  there is no  statute,  charter
provision,  by-law,  contract or other  arrangement  under which any controlling
person,  director  or officer of the  Company is insured or  indemnified  in any
manner against liability which he may incur in his capacity as such.

            The  Company's  authority to indemnify its directors and officers is
governed by the  provisions of Section 124 of the Canada  Business  Corporations
Act, as follows:

            (1) Indemnification.  Except in respect of an action by or on behalf
of the  corporation  or body  corporate  to procure a judgment  in its favor,  a
corporation  may  indemnify a director or officer of the  corporation,  a former
director  or  officer  of the  corporation  or a person who acts or acted at the
corporation's  request as a director or officer of a body corporate of which the
corporation  is or was a  shareholder  or  creditor,  and his  heirs  and  legal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a  judgment,  reasonably  incurred by him in
respect of any civil, criminal or administrative action or proceeding to which

                                     II-1
he is made a party by reason of being or having been a director or officer of
such corporation or body corporate, if

            (a)   he acted honestly and in good faith with a view to the best
                  interests of the corporation; and

            (b)   in  the  case  of  a  criminal  or  administrative  action  or
                  proceeding  that is  enforced  by a monetary  penalty,  he had
                  reasonable grounds for believing that his conduct was lawful.

            (2)  Indemnification  in derivative  actions. A corporation may with
the  approval of a court  indemnify a person  referred to in  subsection  (1) in
respect of an action by or on behalf of the  corporation  or body  corporate  to
procure a judgment in its favor,  to which he is made a party by reason of being
or having been a director or an officer of the  corporation  or body  corporate,
against all costs, charges and expenses reasonably incurred by him in connection
with such action if he fulfills the conditions set out in paragraphs  (1)(a) and
(b).

            (3) Indemnity as of right. Notwithstanding anything in this section,
a person  referred  to in  subsection  (1) is  entitled  to  indemnity  from the
corporation in respect of all costs, charges and expenses reasonably incurred by
him in  connection  with the defense of any civil,  criminal  or  administrative
action  or  proceeding  to which he is made a party by reason of being or having
been a director or officer of the corporation or body  corporate,  if the person
seeking indemnity

            (a)   was substantially successful on the merits in his defense of
                  the action or proceeding, and

            (b)   fulfills the conditions set out in paragraphs (1)(a) and (b).

            (4)  Directors' and officers' insurance.  A corporation may purchase
and maintain insurance for the benefit of any person referred to subsection (1)
against any liability incurred by him

            (a)   in his  capacity as a director or officer of the  corporation,
                  except  where the  liability  relates  to his  failure  to act
                  honestly  and in good faith with a view to the best  interests
                  of the corporation; or

            (b)   in his  capacity  as a director  or  officer  of another  body
                  corporate  where  he acts or  acted  in that  capacity  at the
                  corporation's  request,  except where the liability relates to
                  his failure to act  honestly  and in good faith with a view to
                  the best interests of the body corporate.

            (5)  Application to court. A corporation or a person  referred to in
subsection  (1) may apply to a court for an order  approving an indemnity  under
this  section  and the court may so order and make any  further  order it thinks
fit.

            (6) Notice to Director. An applicant under subsection (5) shall give
the Director  notice of the  application  and the Director is entitled to appear
and be heard in person or by counsel.

            (7) Other notice.  On an application under subsection (5), the court
may  order  notice  to be given to any  interested  person  and such  person  is
entitled to appear and be heard in person or by counsel.

            The Company's by-laws provide that every director and officer of the
Company  and his  heirs,  executors,  administrators  and other  legal  personal
representatives shall be indemnified and held harmless from and against (a) any

                                     II-2
liability  and all costs,  charges and  expenses  that he sanctions or incurs in
respect of any action,  suit or proceeding that is proposed or commenced against
him for or in respect of  anything  done or  permitted  by him in respect of the
execution  of the  duties of his  office and (b) all other  costs,  charges  and
expenses that he sustains or incurs in respect of the affairs of the Company.

            The Company maintains a $5,000,000  directors and officers liability
insurance policy.

Item 7.     Exemption From Registration Claimed.

            Not Applicable.

Item 8.     Exhibits.

Exhibit Index

      4(a)  1995 Stock Option Plan, as amended.

      4(b)  1996 Stock Option Plan.

      4(c)  1996 Employee Stock Purchase Plan.

      4(d)  Warrant dated as of October 1, 1995 issued to Stephen Irwin.

      5     Opinion of Olshan  Grundman  Frome & Rosenzweig  LLP with respect to
            the securities registered hereunder.

     23(a)  Consent of Olshan  Grundman  Frome & Rosenzweig LLP (included in its
            opinion filed as Exhibit 5).

     23(b)  Consent   of  KPMG   Peat   Marwick   LLP   with   respect   to  GST
            Telecommunications, Inc.

     23(c)  Consent  of  KPMG  Peat   Marwick   Thorne   with   respect  to  GST
            Telecommunications, Inc.

     23(d)  Consent  of KPMG Peat  Marwick  LLP with  respect  to  International
            Telemanagement Group, Inc.

     23(e)  Consent of KPMG Peat Marwick Thorne with respect to Intelcom-
            Greenstar Joint Venture.

     24     Powers of Attorney (included on the signature page to this
            Registration Statement).

Item 9.     Undertakings

            The undersigned registrant hereby undertakes:

                  a. To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  b.    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,

                                     II-3
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

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

            The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 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.

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

                                     II-4
SIGNATURES

The Registrant.  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 Vancouver,  Province of British  Columbia,  Country of
Canada on this 28th day of June, 1996.

                               GST TELECOMMUNICATIONS, INC.
                               -------------------------------------------
                                           (Registrant)

                               By:     /s/ W. Gordon Blankstein
                                    --------------------------------------
                                     W. Gordon Blankstein, Chairman of the Board

                         POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of GST  Telecommunications,  Inc.  hereby  constitutes and appoints W.
Gordon  Blankstein,  John Warta,  Stephen Irwin and Robert H. Hanson and each of
them singly, as true and lawful  attorneys-in-fact and agents with full power of
substitution and resubstitution,  for him in his name 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 and to prepare any and all exhibits  thereto,  and other documents in
connection  therewith,  and to make any applicable  state securities law or blue
sky filings,  granting unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done to enable GST Telecommunications,  Inc. to comply with the provisions
of the  Securities  Act  of  1933,  as  amended,  and  all  requirements  of the
Securities and Exchange  Commission,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

/s/ W. Gordon Blankstein     Chairman of the Board                 June 28, 1996
- --------------------------
  (W. Gordon Blankstein)                                           

/s/ John Warta               President, Chief Executive Officer    June 28, 1996
- --------------------------   (Principal Executive Officer) and
      (John Warta)           Director                         
                             

/s/ Robert H. Hanson         Senior Vice President - Corporate     June 28, 1996
- --------------------------   Development, Chief Financial 
    (Robert H. Hanson)       Officer (Principal Financial 
                             Officer) and Director        
                             

/s/ Clifford V. Sander       Senior Vice President, Treasurer      June 28, 1996
- --------------------------   and Chief Accounting Officer   
   (Clifford V. Sander)      (Principal Accounting Officer) 
                             

/s/ Stephen Irwin            Vice Chairman of the Board,           June 28, 1996
- --------------------------   Secretary and Director
     (Stephen Irwin)       

/s/ Ian Watson               Director                              June 28, 1996
- --------------------------
       (Ian Watson)

/s/ Peter E. Legault         Director                              June 28, 1996
- --------------------------
    (Peter E. Legault)

/s/ Jack G. Armstrong        Director                              June 28, 1996
- --------------------------    
   (Jack G. Armstrong)

                                      II-5
/s/ Takashi Yoshida          Director                              June 28, 1996
- --------------------------
   (Takashi Yoshida)

/s/ Thomas E. Sawyer         Director                              June 28, 1996
- --------------------------
   (Thomas E. Sawyer)

The Company's Authorized Representative
in the United States

/s/ Robert H. Hanson                                            June 28, 1996
- --------------------------
Robert H. Hanson

The 1995 Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Vancouver,  Province of
British Columbia, Country of Canada, on June 28, 1996.

                                    GST TELECOMMUNICATIONS, INC.
                                          1995 STOCK OPTION PLAN
                                    ----------------------------------
                                               (1995 Plan)

                                    GST TELECOMMUNICATIONS, INC.
                                          1996 STOCK OPTION PLAN
                                    ----------------------------------
                                               (1996 Plan)

                                    GST TELECOMMUNICATIONS, INC.
                                     1996 EMPLOYEE STOCK PURCHASE PLAN
                                    ----------------------------------
                                          (Stock Purchase Plan)

                                    By:  /s/ Jack G. Armstrong
                                        -----------------------------------
                                          Jack G. Armstrong,
                                          Member of Compensation Committee

                                    By:  /s/ Ian Watson
                                        -----------------------------------
                                          Ian Watson,
                                          Member of Compensation Committee

                                    By:  /s/ Peter E. Legault
                                        -----------------------------------
                                          Peter E. Legault,
                                          Member of Compensation Committee

                                      II-6