<PAGE>
 
    As filed with the Securities and Exchange Commission on July 1, 1997
                                                     Registration No. 333-
  ---------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           -------------------------

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

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


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

    437 Ridge Road, Executive Building 3                   08810
          Dayton, New Jersey                             (Zip Code)
  (Address of Principal Executive Offices)
                           -------------------------

                       TELEPORT COMMUNICATIONS GROUP INC.
                        RESTRICTED STOCK AND BONUS PLAN
                              (Full title of plan)

                           -------------------------
                             JOHN W. THOMSON, ESQ.
                          Vice President and Secretary
                       Teleport Communications Group Inc.
                               One Teleport Drive
                       Staten Island, New York 10311-1011
                    (Name and Address of agent for service)

                           -------------------------

                     Telephone number of agent for service:
                                 (718) 355-2000

                           -------------------------
<TABLE> 
<CAPTION> 

                        CALCULATION OF REGISTRATION FEE
=================================================================================
                                            Proposed    Proposed
                                            maximum     maximum
     Title of security       Amount being   offering   aggregate       Amount of
     being registered        registered*   price per    offering     registration
                                            share**      price            fee
---------------------------------------------------------------------------------
<S>                          <C>           <C>         <C>           <C>
        Class A
      Common Stock, 
     $.01 Par Value           1,000,000    $  31.32    $31,320,000   $  9,491
================================================================================= 
</TABLE> 

*  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued in accordance with the Plan terms to prevent
dilution from stock splits, stock dividends or similar transactions.
** The maximum offering price per share is calculated pursuant to Rule 457(c)
and (h) using the average high and low prices of the security as of 
June 24, 1997 as reported in NASDAQ.
================================================================================
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing information specified in the instructions to Part I of
Form S-8 will be sent or given to employees participating in the Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").  Those documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

  (1) The Company's Annual Report on Form 10K for the fiscal year ended December
31, 1996 and the Company's Quarterly Report on Form 10-Q for the period ending
March 31, 1997;

  (2) The Company's Current Reports on Form 8-K filed on January 23, 1997,
February 20, 1997, March 7, 1997, March 17, 1997, April 4, 1997, and May 14,
1997 and all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") since December
31, 1996;

  (3) The description of the Company's Class A Common Stock contained in the
Company's most recent Exchange Act registration statement on Form 8-A filed on
June 21, 1996, including any amendment thereto or report filed for the purpose
of updating such description;

  (4) The Company's Notice of Annual Stockholders Meeting and Proxy Statement
for its annual meeting of stockholders held on May 14, 1997, filed pursuant to
Section 14 of the Exchange Act; and

  (5) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Officers and Directors

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

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

Item 7.  Exemption from Registration Claimed
 
Not Applicable.
 
Item 8.  Exhibits

     *3.6  Amended and Restated Certificate of Incorporation of the
           Company, as revised

     *3.7  Amended and Restated By-laws of the Company, as revised

     *4.2  Form of Amended and Restated Stockholders' Agreement

     *4.3  Form of Indenture between the Company and United States
           Trust Company of New York, as Trustee, relating to the 
           11 1/8% Senior Discount Notes due 2007 of the Company

     *4.4  Form of Indenture between the Company and United States
           Trust Company of New York, as Trustee, relating to 9 7/8%
           Senior Notes due 2006 of the Company

     *4.5  Form of Stock Certificate for Teleport Communications Group
           Inc.

      5    Opinion of Dow, Lohnes & Albertson, PLLC

    10.39  Teleport Communications Group Inc. Restricted Stock and
           Bonus Plan

     23.1  Consent of Deloitte & Touche LLP

     23.2  Consent of Dow, Lohnes & Albertson
           (contained in their opinion in Exhibit 5)
 
* Incorporated by reference to the corresponding exhibit of TCGI's Registration
  Statements on Form S-1 (File Nos. 333-3850 and 333-3984)
<PAGE>
 
Item 9.  Undertakings

         (1) 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, each such post effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof; and

             (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.

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

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

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dayton, State of New Jersey on the 30th day of June,
1997.

                              TELEPORT COMMUNICATIONS GROUP INC.


                              By: /s/ Robert Annunziata
                                 --------------------------------------------
                                     Chairman of the Board, President and
                                          Chief Executive Officer


  Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrators have duly caused this Registration Statement to be signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
    Signature                        Capacity                    Date
    ---------                        --------                    ----
<S>                           <C>                             <C>
 
/s/ Robert Annunziata
-------------------------     Chairman of the Board of        June 30, 1997
  Robert Annunziata           Directors, President and
                              Chief Executive Officer
 
/s/ John A. Scarpati
-------------------------     Senior Vice President and       June 30, 1997
  John A. Scarpati            Chief Financial Officer
                              (Principal Financial Officer)
 
/s/ Maria Terranova-Evans
-------------------------     Vice President and Controller   June 30, 1997
Maria Terranova-Evans         (Principal Accounting
                              Officer)

/s/ James O. Robbins
-------------------------     Director                        June 30, 1997
 James O. Robbins
  
/s/ Brian L. Roberts
-------------------------     Director                        June 27, 1997
 Brian L. Roberts
 
/s/ Brendan R. Clouston
-------------------------     Director                        June 30, 1997
 Brendan R. Clouston
 

/s/ John R. Dillon
-------------------------     Director                        June 25, 1997
  John R. Dillon


/s/ Gerald W. Gaines
-------------------------     Director                        June 30, 1997
  Gerald W. Gaines
 
</TABLE>


<PAGE>
 
<TABLE>
<S>                            <C>                             <C>
 
/s/ Lawrence S. Smith
-------------------------      Director                        June 30, 1997
 Lawrence S. Smith
 
/s/ Larry E. Romrell
-------------------------      Director                        June 30, 1997
  Larry E. Romrell
 
/s/ David M. Woodrow
-------------------------      Director                        June 30, 1997
  David M. Woodrow
 
/s/ James Bruce Llewellyn
-------------------------      Director                        June 30, 1997
  James Bruce Llewellyn

/s/ C.B. Rogers, Jr.
-------------------------      Director                        June 25, 1997
  C.B. Rogers, Jr.

/s/ Jimmy W. Hayes
-------------------------      Director                        June 30, 1997
  Jimmy W. Hayes

/s/ Bernard W. Schotters
-------------------------      Director                        June 30, 1997
  Bernard W. Schotters
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15645}]
{"company-data": {"conformed-name": "TELEPORT COMMUNICATIONS GROUP INC", "cik": "0001012099", "assigned-sic": "4813", "irs-number": "133173139", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30569", "film-number": "97634987"}, "business-address": {"street1": "437 RIDGE ROAD", "street2": "EXECUTIVE BLDG 3", "city": "DAYTON", "state": "NJ", "zip": "08810", "phone": "9083922000"}}
As filed with the Securities and Exchange Commission on July 1, 1997
                                                     Registration No. 333-
  ---------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           -------------------------

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

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

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

    437 Ridge Road, Executive Building 3                   08810
          Dayton, New Jersey                             (Zip Code)
  (Address of Principal Executive Offices)
                           -------------------------

                       TELEPORT COMMUNICATIONS GROUP INC.
                        RESTRICTED STOCK AND BONUS PLAN
                              (Full title of plan)

                           -------------------------
                             JOHN W. THOMSON, ESQ.
                          Vice President and Secretary
                       Teleport Communications Group Inc.
                               One Teleport Drive
                       Staten Island, New York 10311-1011
                    (Name and Address of agent for service)

                           -------------------------

                     Telephone number of agent for service:
                                 (718) 355-2000

                           -------------------------
CALCULATION OF REGISTRATION FEE
=================================================================================
                                            Proposed    Proposed
                                            maximum     maximum
     Title of security       Amount being   offering   aggregate       Amount of
     being registered        registered*   price per    offering     registration
                                            share**      price            fee
---------------------------------------------------------------------------------
Class A
      Common Stock, 
     $.01 Par Value           1,000,000    $  31.32    $31,320,000   $  9,491
=================================================================================
*  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued in accordance with the Plan terms to prevent
dilution from stock splits, stock dividends or similar transactions.
** The maximum offering price per share is calculated pursuant to Rule 457(c)
and (h) using the average high and low prices of the security as of 
June 24, 1997 as reported in NASDAQ.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing information specified in the instructions to Part I of
Form S-8 will be sent or given to employees participating in the Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").  Those documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

  (1) The Company's Annual Report on Form 10K for the fiscal year ended December
31, 1996 and the Company's Quarterly Report on Form 10-Q for the period ending
March 31, 1997;

  (2) The Company's Current Reports on Form 8-K filed on January 23, 1997,
February 20, 1997, March 7, 1997, March 17, 1997, April 4, 1997, and May 14,
1997 and all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") since December
31, 1996;

  (3) The description of the Company's Class A Common Stock contained in the
Company's most recent Exchange Act registration statement on Form 8-A filed on
June 21, 1996, including any amendment thereto or report filed for the purpose
of updating such description;

  (4) The Company's Notice of Annual Stockholders Meeting and Proxy Statement
for its annual meeting of stockholders held on May 14, 1997, filed pursuant to
Section 14 of the Exchange Act; and

  (5) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Officers and Directors

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

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

Item 7.  Exemption from Registration Claimed
 
Not Applicable.
 
Item 8.  Exhibits

     *3.6  Amended and Restated Certificate of Incorporation of the
           Company, as revised

     *3.7  Amended and Restated By-laws of the Company, as revised

     *4.2  Form of Amended and Restated Stockholders' Agreement

     *4.3  Form of Indenture between the Company and United States
           Trust Company of New York, as Trustee, relating to the 
           11 1/8% Senior Discount Notes due 2007 of the Company

     *4.4  Form of Indenture between the Company and United States
           Trust Company of New York, as Trustee, relating to 9 7/8%
           Senior Notes due 2006 of the Company

     *4.5  Form of Stock Certificate for Teleport Communications Group
           Inc.

      5    Opinion of Dow, Lohnes & Albertson, PLLC

    10.39  Teleport Communications Group Inc. Restricted Stock and
           Bonus Plan

     23.1  Consent of Deloitte & Touche LLP

     23.2  Consent of Dow, Lohnes & Albertson
           (contained in their opinion in Exhibit 5)
 
* Incorporated by reference to the corresponding exhibit of TCGI's Registration
  Statements on Form S-1 (File Nos. 333-3850 and 333-3984)
Item 9.  Undertakings

         (1) 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, each such post effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof; and

             (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.

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

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

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dayton, State of New Jersey on the 30th day of June,
1997.

                              TELEPORT COMMUNICATIONS GROUP INC.

                              By: /s/ Robert Annunziata
                                 --------------------------------------------
                                     Chairman of the Board, President and
                                          Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrators have duly caused this Registration Statement to be signed by the
following persons in the capacities and on the dates indicated.
Signature                        Capacity                    Date
    ---------                        --------                    ----
/s/ Robert Annunziata
-------------------------     Chairman of the Board of        June 30, 1997
  Robert Annunziata           Directors, President and
                              Chief Executive Officer
 
/s/ John A. Scarpati
-------------------------     Senior Vice President and       June 30, 1997
  John A. Scarpati            Chief Financial Officer
                              (Principal Financial Officer)
 
/s/ Maria Terranova-Evans
-------------------------     Vice President and Controller   June 30, 1997
Maria Terranova-Evans         (Principal Accounting
                              Officer)

/s/ James O. Robbins
-------------------------     Director                        June 30, 1997
 James O. Robbins
  
/s/ Brian L. Roberts
-------------------------     Director                        June 27, 1997
 Brian L. Roberts
 
/s/ Brendan R. Clouston
-------------------------     Director                        June 30, 1997
 Brendan R. Clouston
 

/s/ John R. Dillon
-------------------------     Director                        June 25, 1997
  John R. Dillon

/s/ Gerald W. Gaines
-------------------------     Director                        June 30, 1997
  Gerald W. Gaines
/s/ Lawrence S. Smith
-------------------------      Director                        June 30, 1997
 Lawrence S. Smith
 
/s/ Larry E. Romrell
-------------------------      Director                        June 30, 1997
  Larry E. Romrell
 
/s/ David M. Woodrow
-------------------------      Director                        June 30, 1997
  David M. Woodrow
 
/s/ James Bruce Llewellyn
-------------------------      Director                        June 30, 1997
  James Bruce Llewellyn

/s/ C.B. Rogers, Jr.
-------------------------      Director                        June 25, 1997
  C.B. Rogers, Jr.

/s/ Jimmy W. Hayes
-------------------------      Director                        June 30, 1997
  Jimmy W. Hayes

/s/ Bernard W. Schotters
-------------------------      Director                        June 30, 1997
  Bernard W. Schotters