<PAGE>

   As filed with the Securities and Exchange Commission on February 16, 2000

                                            Registration Statement No. 333-92011
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              __________________

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

                              __________________

                         CYPRESS COMMUNICATIONS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                      58-2330270
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                      Fifteen Piedmont Center, Suite 710
                               Atlanta, GA 30305
                                (404) 869-2500
                   (Address of Principal Executive Offices)

           Cypress Communications, Inc. 1997 Management Option Plan
       Cypress Communications, Inc. 2000 Stock Option and Incentive Plan

                      __________________________________

                               R. Stanley Allen
                            Chief Executive Officer
                          Cypress Communication, Inc.
                      Fifteen Piedmont Center, Suite 710
                               Atlanta, GA 30305
                                (404) 869-2500
                    (Name and Address of Agent For Service)
                    ---------------------------------------

                                With a copy to:

                            Gilbert G. Menna, P.C.
                         Goodwin, Procter & Hoar  LLP
                                Exchange Place
                       Boston, Massachusetts 02109-2881
                                (617) 570-1000
                        -------------------------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
     Title of Securities To Be         Amount To Be    Proposed Maximum Offering        Proposed Maximum           Amount of
            Registered                Registered (1)        Price Per Share         Aggregate Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>                          <C>                        <C>
   Common Stock, par value $.001        1,643,220              $  0.67 (2)             $  1,100,957.40             $   290.65
    per share                           2,060,550              $  1.07 (2)             $  2,204,788.50             $   582.06
                                        1,738,125              $  2.53 (2)             $  4,397,456.25             $ 1,160.93
                                          743,000              $ 17.00 (2)             $ 12,631,000.00             $ 3,334.58
                                        5,439,804              $ 20.0625(3)            $109,136,067.75             $28,811.92
                                       ----------                                      ---------------             ----------
                                       11,624,699                                      $129,470,269.90             $34,180.14
=================================================================================================================================
</TABLE>

(1)  This Registration Statement also relates to such indeterminate number of
     additional shares of Cypress Communications, Inc. Common Stock as may be
     required pursuant to the 1997 Management Option Plan and the 2000 Stock
     Option and Incentive Plan in the event of a stock dividend, reverse stock
     split, split-up, recapitalization, forfeiture of stock under the plan or
     other similar event.
(2)  Determined pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act").
(3)  This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act
     solely for the purposes of determining the amount of the registration fee.
     The registration fee is based upon the average of the high and low prices
     for the Registrant's Common Stock as reported on the Nasdaq National Market
     on February 11, 2000.
================================================================================
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.*
        ----------------

Item 2. Registrant Information and Employee Plan Annual Information.*
        -----------------------------------------------------------

     * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Introductory Note to Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

     Cypress Communications, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:

     (a)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form 8-A, dated February 1, 2000, as filed
          with the Securities and Exchange Commission on February 1, 2000
          pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
          amended.

     In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


Item 4. Description of Securities.
        -------------------------

     Not Applicable.


Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     Not Applicable.

                                       2
<PAGE>

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

     In accordance with Section 145 of the General Corporation Law of the State
of Delaware ("DGCL"), Article VII of the Registrant's Second Amended and
Restated Certificate of Incorporation (the "Certificate") provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174, or (iv) for any transaction from which the director derived an
improper personal benefit.  In addition, the Certificate provides that if the
DGCL is amended to authorize the further elimination or limitation of the
personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
DGCL, as so amended. The Certificate further provides that any repeal or
modification of such Article VII  by either of the stockholders or an amendment
to the DGCL, shall not adversely effect any right or protection existing at the
time of such repeal or modification with respect to any acts or omissions
ocurring before such repeal or modification of a person serving as a director at
the time of such repeal or modification.

     Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Registrant of its directors, officers and
certain non-officer employees under certain circumstances against expenses
(including attorneys fees, courts costs, travel expenses and additional
expenses), judgments, penalties, fines and amounts paid in settlement reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceeding in which any such person is involved by reason of
the fact that such person is or was a director, an officer or an employee of the
Registrant, or is acting in any capacity with other entities at the request of
the Registrant, if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to criminal actions or proceedings, that such
person had no reasonable cause to believe his or her conduct was unlawful.

     The Registrant has entered into indemnification agreements with each of its
directors and certain of its executive officers. These agreements provide that
the Registrant indemnify each of its directors and such officers to the fullest
extent permitted under law and the By-laws, and provide for the advancement of
expenses to each director and each such officer.

     The Company carries directors' and officers' liability insurance covering
its directors and officers against certain liabilities.


Item 7. Exemption from Registration Claimed.
        -----------------------------------

     Not Applicable.

                                       3
<PAGE>

Item 8. Exhibits.
        --------

        The following is a complete list of exhibits filed as part of this
Registration Statement.

  Exhibit
  -------

    4.1   Second Amended and Restated Certificate of Incorporation
    4.2   Amended and Restated By-laws
    4.3   1997 Management Option Plan (incorporated herein by reference to
          Exhibit 10.1 to Amendment No. 1 to the Registrant's Registration
          Statement on Form S-1 (File No. 333-92011), as filed with the
          Commission on January 18, 2000)
    4.4   2000 Stock Option and Incentive Plan
    5.1   Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
          securities being registered
   23.1   Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
          hereto)
   23.2   Consent of Arthur Andersen LLP
   24.1   Powers of Attorney (contained on the signature page to this
          Registration Statement)


Item 9. Undertakings.
        ------------

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

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

               (ii)  To reflect in the prospectus any acts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          Registration Statement.

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

                                       4
<PAGE>

    (b)   The undersigned Registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act, each filing of the
    registrant's annual report pursuant to Section 13(a) or 15(d) of the
    Exchange Act (and, where applicable, each filing of an employee benefit
    plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
    incorporated by reference in the Registration Statement shall be deemed to
    be a new registration statement relating to the securities offered therein,
    and the offering of such securities at that time shall be deemed to be the
    initial bona fide offering thereof.

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



             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 16th day of February, 2000.

                              Cypress Communications, Inc.


                              By: /s/ R. Stanley Allen
                                  ------------------------------------
                                  R. Stanley Allen
                                  Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of R. Stanley Allen, Mark A. Graves and
Barry L. Boniface such person's true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.


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

<TABLE>
<CAPTION>
          Signature                     Title                                   Date
          ---------                     -----                                   ----
<S>                           <C>                                          <C>
  /s/ R. Stanley Allen        Chief Executive Officer and                  February 16, 2000
------------------------
R. Stanley Allen              Director (Principal Executive Officer)


  /s/ Ward C. Bourdeaux       Executive Vice President and                 February 16, 2000
------------------------
Ward C. Bourdeaux, Jr.        Director


  /s/ Barry L. Boniface       Chief Financial Officer                      February 16, 2000
------------------------
Barry L. Boniface             (Principal Financial and
                              Accounting Officer)
</TABLE>
<PAGE>

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

  /s/ William P. Egan
------------------------      Director                                     February 16, 2000
William P. Egan


  /s/ Laurence Grafstein      Director                                     February 16, 2000
------------------------
Laurence Grafstein


  /s/ Randall A. Hack         Director                                     February 16, 2000
------------------------
Randall A. Hack


  /s/ John C. Halsted         Director                                     February 16, 2000
------------------------
John C. Halsted


------------------------      Director                                     February 16, 2000
Jeffrey H. Schutz


  /s/ P. Eric Yopes           Director                                     February 16, 2000
------------------------
P. Eric Yopes
</TABLE>
<PAGE>

                                 EXHIBIT INDEX

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

     4.1       Second Amended and Restated Certificate of Incorporation

     4.2       Amended and Restated By-laws

     4.3       1997 Management Option Plan (incorporated herein by reference to
               Exhibit 10.1 to Amendment No. 1 to the Registrant's Registration
               Statement on Form S-1 (File No. 333-92011), as filed with the
               Commission on January 18, 2000)

     4.4       2000 Stock Option and Incentive Plan

     5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
               securities being registered

    23.1       Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
               hereto)

    23.2       Consent of Arthur Andersen LLP

    24.1       Powers of Attorney (contained on the signature page to this
               Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20972}]
{"company-data": {"conformed-name": "CYPRESS COMMUNICATIONS INC", "cik": "0001043892", "assigned-sic": "4813", "irs-number": "582330270", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30504", "film-number": "547078"}, "business-address": {"street1": "FIFTEEN PIEDMONT CENTER", "street2": "SUITE 710", "city": "ATLANTA", "state": "GA", "zip": "30305", "phone": "4048692500"}, "mail-address": {"street1": "FIFTEEN PIEDMONT CENTER", "street2": "SUITE 710", "city": "ATLANTA", "state": "GA", "zip": "30305"}}
As filed with the Securities and Exchange Commission on February 16, 2000

                                            Registration Statement No. 333-92011
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              __________________

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

                              __________________

                         CYPRESS COMMUNICATIONS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                      58-2330270
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                      Fifteen Piedmont Center, Suite 710
                               Atlanta, GA 30305
                                (404) 869-2500
                   (Address of Principal Executive Offices)

           Cypress Communications, Inc. 1997 Management Option Plan
       Cypress Communications, Inc. 2000 Stock Option and Incentive Plan

                      __________________________________

                               R. Stanley Allen
                            Chief Executive Officer
                          Cypress Communication, Inc.
                      Fifteen Piedmont Center, Suite 710
                               Atlanta, GA 30305
                                (404) 869-2500
                    (Name and Address of Agent For Service)
                    ---------------------------------------

                                With a copy to:

                            Gilbert G. Menna, P.C.
                         Goodwin, Procter & Hoar  LLP
                                Exchange Place
                       Boston, Massachusetts 02109-2881
                                (617) 570-1000
                        -------------------------------
                        CALCULATION OF REGISTRATION FEE
=================================================================================================================================
     Title of Securities To Be         Amount To Be    Proposed Maximum Offering        Proposed Maximum           Amount of
            Registered                Registered (1)        Price Per Share         Aggregate Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001        1,643,220              $  0.67 (2)             $  1,100,957.40             $   290.65
    per share                           2,060,550              $  1.07 (2)             $  2,204,788.50             $   582.06
                                        1,738,125              $  2.53 (2)             $  4,397,456.25             $ 1,160.93
                                          743,000              $ 17.00 (2)             $ 12,631,000.00             $ 3,334.58
                                        5,439,804              $ 20.0625(3)            $109,136,067.75             $28,811.92
                                       ----------                                      ---------------             ----------
                                       11,624,699                                      $129,470,269.90             $34,180.14
=================================================================================================================================
(1)  This Registration Statement also relates to such indeterminate number of
     additional shares of Cypress Communications, Inc. Common Stock as may be
     required pursuant to the 1997 Management Option Plan and the 2000 Stock
     Option and Incentive Plan in the event of a stock dividend, reverse stock
     split, split-up, recapitalization, forfeiture of stock under the plan or
     other similar event.
(2)  Determined pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act").
(3)  This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act
     solely for the purposes of determining the amount of the registration fee.
     The registration fee is based upon the average of the high and low prices
     for the Registrant's Common Stock as reported on the Nasdaq National Market
     on February 11, 2000.
================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*
        ----------------

Item 2. Registrant Information and Employee Plan Annual Information.*
        -----------------------------------------------------------

     * Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Introductory Note to Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

     Cypress Communications, Inc. (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:

     (a)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form 8-A, dated February 1, 2000, as filed
          with the Securities and Exchange Commission on February 1, 2000
          pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
          amended.

     In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities.
        -------------------------

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     Not Applicable.

                                       2
Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

     In accordance with Section 145 of the General Corporation Law of the State
of Delaware ("DGCL"), Article VII of the Registrant's Second Amended and
Restated Certificate of Incorporation (the "Certificate") provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174, or (iv) for any transaction from which the director derived an
improper personal benefit.  In addition, the Certificate provides that if the
DGCL is amended to authorize the further elimination or limitation of the
personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
DGCL, as so amended. The Certificate further provides that any repeal or
modification of such Article VII  by either of the stockholders or an amendment
to the DGCL, shall not adversely effect any right or protection existing at the
time of such repeal or modification with respect to any acts or omissions
ocurring before such repeal or modification of a person serving as a director at
the time of such repeal or modification.

     Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Registrant of its directors, officers and
certain non-officer employees under certain circumstances against expenses
(including attorneys fees, courts costs, travel expenses and additional
expenses), judgments, penalties, fines and amounts paid in settlement reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceeding in which any such person is involved by reason of
the fact that such person is or was a director, an officer or an employee of the
Registrant, or is acting in any capacity with other entities at the request of
the Registrant, if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to criminal actions or proceedings, that such
person had no reasonable cause to believe his or her conduct was unlawful.

     The Registrant has entered into indemnification agreements with each of its
directors and certain of its executive officers. These agreements provide that
the Registrant indemnify each of its directors and such officers to the fullest
extent permitted under law and the By-laws, and provide for the advancement of
expenses to each director and each such officer.

     The Company carries directors' and officers' liability insurance covering
its directors and officers against certain liabilities.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

     Not Applicable.

                                       3
Item 8. Exhibits.
        --------

        The following is a complete list of exhibits filed as part of this
Registration Statement.

  Exhibit
  -------

    4.1   Second Amended and Restated Certificate of Incorporation
    4.2   Amended and Restated By-laws
    4.3   1997 Management Option Plan (incorporated herein by reference to
          Exhibit 10.1 to Amendment No. 1 to the Registrant's Registration
          Statement on Form S-1 (File No. 333-92011), as filed with the
          Commission on January 18, 2000)
    4.4   2000 Stock Option and Incentive Plan
    5.1   Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
          securities being registered
   23.1   Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
          hereto)
   23.2   Consent of Arthur Andersen LLP
   24.1   Powers of Attorney (contained on the signature page to this
          Registration Statement)

Item 9. Undertakings.
        ------------

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

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

               (ii)  To reflect in the prospectus any acts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          Registration Statement.

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

                                       4
(b)   The undersigned Registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act, each filing of the
    registrant's annual report pursuant to Section 13(a) or 15(d) of the
    Exchange Act (and, where applicable, each filing of an employee benefit
    plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
    incorporated by reference in the Registration Statement shall be deemed to
    be a new registration statement relating to the securities offered therein,
    and the offering of such securities at that time shall be deemed to be the
    initial bona fide offering thereof.

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

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 16th day of February, 2000.

                              Cypress Communications, Inc.

                              By: /s/ R. Stanley Allen
                                  ------------------------------------
                                  R. Stanley Allen
                                  Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of R. Stanley Allen, Mark A. Graves and
Barry L. Boniface such person's true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                     Title                                   Date
          ---------                     -----                                   ----
/s/ R. Stanley Allen        Chief Executive Officer and                  February 16, 2000
------------------------
R. Stanley Allen              Director (Principal Executive Officer)

  /s/ Ward C. Bourdeaux       Executive Vice President and                 February 16, 2000
------------------------
Ward C. Bourdeaux, Jr.        Director

  /s/ Barry L. Boniface       Chief Financial Officer                      February 16, 2000
------------------------
Barry L. Boniface             (Principal Financial and
                              Accounting Officer)
/s/ William P. Egan
------------------------      Director                                     February 16, 2000
William P. Egan

  /s/ Laurence Grafstein      Director                                     February 16, 2000
------------------------
Laurence Grafstein

  /s/ Randall A. Hack         Director                                     February 16, 2000
------------------------
Randall A. Hack

  /s/ John C. Halsted         Director                                     February 16, 2000
------------------------
John C. Halsted

------------------------      Director                                     February 16, 2000
Jeffrey H. Schutz

  /s/ P. Eric Yopes           Director                                     February 16, 2000
------------------------
P. Eric Yopes
EXHIBIT INDEX

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

     4.1       Second Amended and Restated Certificate of Incorporation

     4.2       Amended and Restated By-laws

     4.3       1997 Management Option Plan (incorporated herein by reference to
               Exhibit 10.1 to Amendment No. 1 to the Registrant's Registration
               Statement on Form S-1 (File No. 333-92011), as filed with the
               Commission on January 18, 2000)

     4.4       2000 Stock Option and Incentive Plan

     5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
               securities being registered

    23.1       Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
               hereto)

    23.2       Consent of Arthur Andersen LLP

    24.1       Powers of Attorney (contained on the signature page to this
               Registration Statement)