Registration Statement No. 33 - 
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                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                                 FORM - S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

                     TOTAL-TEL USA COMMUNICATIONS, INC.
           (Exact name of Registrant as specified in its charter)

           New Jersey                                  22-1656895
(State  or  other jurisdictions of         (IRS Employer Identification No.)
  incorporation or organization)

150 Clove Road, Little Falls, New Jersey                  07424
 (Address of Principal Executive Offices)               (Zip Code)

                           1987 STOCK OPTION PLAN

                              Warren H. Feldman
                                  President
                     Total-Tel USA Communications, Inc.
                               150 Clove Road
                       Little Falls, New Jersey 07424
                   (Name and address of Agent for Service)

Telephone Number, Including Area Code, of Agent for Service:
                                 (201)  812-1100

                      CALCULATION OF REGISTRATION FEE

                                Proposed         Proposed
Title of                         maximum         maximum
Securities        Amount to      offering        aggregate        Amount of
  to be              be           price          offering       registration
Registered(1)   registered      per share          price             fee

Common Stock,
par value
$.05 per         336,450
share            shares         $20.00(1)      $6,729,000(1)      $2,320.35

(1) Estimated only for the purpose of calculating the registration fee.  
    Such estimates have been computed in accordance with Rule 457 (c) and 
    are based upon the average of the closing bid and asked prices reported 
    on NASDAQ on November 1, 1995.



PROSPECTUS


                             336,450 Shares
                   TOTAL-TEL USA COMMUNICATIONS, INC.
                              COMMON STOCK
                             (Par Value $.05)


      This Prospectus relates to an aggregate of 336,450 shares of 
Common Stock, par value $.05 per share ( " Common Stock" ) of Total-Tel 
USA Communications, Inc. (the " Company " ) issuable upon exercise of 
options heretofore granted or which may hereafter be granted pursuant to 
the Company's 1987 Stock Option Plan ( the " Plan " ).  Unless otherwise 
defined herein, capitalized terms used herein shall have the meanings 
set forth in the Plan.  Proceeds from the sale of the shares of Common 
Stock issued upon exercise of options shall be added to the general 
funds of the Company and shall be available for general corporate 
purposes.

      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.

      No person has been authorized to give any information or to make 
any representation, other than those contained or incorporated by 
reference in this Prospectus in connection with the offer contained in 
this Prospectus and, if given or made, such information or 
representation must not be relied upon as having been authorized by the 
Company.  This Prospectus shall not constitute an offer to sell or the 
solicitation of an offer to buy nor shall there be any sales of these 
securities in any jurisdiction in which such offer, solicitation or sale 
would be unlawful prior to registration or qualification under the 
securities laws of any such jurisdiction.  Neither delivery of this 
Prospectus nor any sale made hereunder shall, under any circumstances, 
create any implication that the information herein is correct as of any 
time subsequent to the date hereof.

      Shares purchased upon exercise of options may be sold from time to 
time by the holders thereof in the over-the-counter market at prices 
then prevailing.

           The date of this Prospectus is November  28, 1995.

                              THE COMPANY

      The issuer of the securities covered by this Prospectus is Total-
Tel USA Communications, Inc. (the " Company " ), a New Jersey 
corporation organized on June 8, l959.  The principal executive offices 
of the Company are located at 150 Clove Road, Little Falls, New Jersey 
07424 and its telephone number is (201) 812-1100.

                          AVAILABLE INFORMATION

      The  Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 (the " Exchange Act " ) and in 
accordance therewith files reports, and  other information with the 
Securities and Exchange Commission ( the  " Commission " ).  Reports, 
proxy statements and other information filed by the Company can be 
inspected and copied at Room 1024, Judiciary Plaza, 450 Fifth Street, 
N.W., Washington, D.C. 20549 and at the Commission's New York regional 
office located at 75 Park Place, New York, New York 10007.  Copies of 
such material can also be obtained from the Public Reference Section of 
the Commission at 450 Fifth Street, N.W. , Washington, D.C. 20549 at 
prescribed rates.

      This Prospectus constitutes a part of a Registration Statement 
filed by the Company with the Commission under the Securities Act of 
1933, as amended, (the "Securities Act ") relating to the securities 
offered hereby.  This Prospectus omits certain of the information 
contained in the Registration Statement, and reference is hereby made to 
the Registration Statement and to the exhibits relating thereto for 
further information with respect to the Company and the securities 
offered hereby.  Any statements contained herein concerning the 
provisions of any document are not necessarily complete, and in each 
instance reference is made to the copy of such document filed as an 
exhibit to the Registration Statement or otherwise filed with the 
Commission.  Each such statement is qualified in its entirety by such 
reference.

             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      In accordance with the requirements of the Exchange Act, certain 
reports and other information are filed by the Company periodically with 
the Commission.  The following documents filed with the Commission are 
incorporated in this Prospectus by reference:  (1)  the Company's Annual 
Report on Form 10-K for the fiscal year ended January 31, 1995  (File 
No. 0-2180) filed pursuant to Section 13 (a) or 15 (d) of the Securities 
Exchange Act of 1934;  (2)  the description of the Company's Common 
Stock contained in the Company's Registration Statement on Form S-2 
(File No. 2-15546); and  (3)  all other reports filed pursuant to 
Section 13  (a)  or 15  (d) of the Securities Exchange Act of 1934.

      All documents filed by the Company pursuant to Section 13, 14 or 
15 (d) of the Securities Exchange Act of 1934 after the date hereof and 
prior to the filing of a post-effective amendment which indicates that 
all securities have been sold or which deregister all securities 
remaining unsold shall be deemed to be incorporated by reference herein 
and to be a part hereof from the date of the filing of such documents.

      Any persons receiving a copy of this Prospectus may obtain without 
charge, upon written or oral request, a copy (without exhibits) of any 
of the documents incorporated by reference herein.  Requests should be 
directed to Warren H. Feldman, President  of  Total-Tel  USA  
Communications, Inc.,  150 Clove Road,  Little Falls,  New Jersey 07424;  
telephone number (201) 812-1100.

                                THE PLAN

General

      The 1987 Stock Option Plan (the " Plan " ) was approved by the 
Board of Directors on September 11, l987 and stockholders of the Company 
on October 30, l987 and amended to increase the number of shares 
authorized for issuance thereunder on September 29, 1994.  The Plan 
provides for the grant of both incentive stock options (ISO's) and non-
statutory stock options (NSO's).  These options and certain Federal 
income tax consequences associated therewith are described below.  (See 
" Federal Income Tax Consequences " ).

      The Plan provides for the granting of ISO's to employees of the 
Company, including officers and directors (employed by the Company) of 
the Company or any subsidiary and NSO's to employees, directors and 
consultants whose efforts contribute or may be expected to contribute 
meaningfully to the Company's growth and success.

      The aggregate number of shares of Common Stock which may be 
granted under the Plan is 336,450*, subject to adjustment to reflect 
stock splits, combinations, sub-divisions, recapitalizations, 
reorganizations and certain other similar events.  The Plan is not 
qualified under Section 401 (a) of the Internal Revenue Code of 1986, as 
amended (the " Code " ) and is not subject to the provisions of the 
Employment Retirement Income Security Act of 1974 ( "ERISA " ).

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* Adjusted to reflect a 10% stock dividend distribution July 15, 1994.


      At October 31, l995, options to purchase 317,450 shares were held 
by nine persons, of which ISO's to purchase 135,405 shares were 
exercisable at prices ranging from $3.98 to $17.00 per share and NSO's 
to purchase 87,569 were exercisable at prices ranging from $2.05 to 
$12.00 per share.  Of such options, at said date, options to purchase 
222,974 shares were then exercisable and the balance of such options 
vest over various dates until January 12, l999.

Administration

      The Plan is administered by the Board of Directors of the Company 
(the "Board" ) or a Committee of the Board consisting of not less than 
three members (the "Committee " ).  The Board or Committee may select 
the persons to whom options are to be granted, determine the number of 
shares to be covered by an option, the time at which an option is to be 
granted, the option period, the installments in which an option may be 
exercised and shall establish such other provisions of the option 
agreement consistent with the Plan as the Board of Directors or 
Committee deems necessary or desirable.

Eligibility

      ISO's may be granted only to employees of the company or a 
subsidiary.  No ISO shall be granted under the Plan to an employee who 
at the time such option is granted owns, directly or indirectly, Common 
Stock of the Company possessing more than 10% of the total combined 
voting power of all classes of stock of the Company or its parent or any 
subsidiary ( " 10% Stockholders " ) unless the option price is at least 
110% of the fair market value of such stock on the date of grant and the 
exercise period of such option shall not exceed five years from the date 
of grant.  NSO's may be granted to employees as well as directors 
(subject to certain limitations set forth in the Plan) consultants and 
independent contractors.

Maximum Allotment of Options

      Under the Plan, there is no stated maximum number of shares which 
may be optioned to any eligible person.

Option Price and Period;  Exercise Provisions

      The purchase price per share of Common Stock issuable upon 
exercise of an option shall be determined by the Board or Committee; 
provided, however, that  (i)  in the case of an ISO, the exercise price 
shall not be less than 100%  (or 110% with respect to an ISO granted to 
10% Stockholder)  of the fair market value of such stock on the day the 
option is granted and  (ii)  in the case of an NSO, the exercise price 
shall not be less than 50% of the fair market value of such stock on the 
day the option is granted, in each instance as determined by the Board 
or Committee.

For purposes of the foregoing, the fair market value of the Common 
Stock  on any date shall be, if such stock is listed on a national 
securities exchange, the closing sale price of the stock on such 
exchange or, if such stock is quoted in the National Market System of 
the National Association of Securities Dealers, Inc., the closing sale 
price of such Common Stock as reported by the National Association of 
Securities Dealers Automated Quotation ( " NASDAQ " ) System, in each 
case at the close of business on such date, or if such Common Stock is 
not quoted on such date, then on the date on which such Common Stock was 
quoted most immediately prior thereto or if such Common Stock is not 
quoted on the NASDAQ System, the price determined in good faith by the 
Board or the Committee.

      Each option granted under the Plan shall be exercisable at such 
time or times and during such period as shall be set forth in the 
instrument evidencing such option; provided, however, that no option 
granted under the Plan shall have a term in excess of 10 years ( 5 years 
in the case of an ISO granted to a 10% Stockholder ) from the date of 
grant.  To the extent that an option to purchase shares is not exercised 
by an optionee when it becomes initially exercisable, it shall not 
expire but may be carried forward and be exercisable, on a cumulative 
basis, until the expiration of the exercise period.

      Options granted under the Plan may provide for the payment of the 
exercise price by delivery of  (i) cash or a check payable to the order 
of the Company in an amount equal to the exercise price of such options, 
(ii)  shares of Common Stock of the Company owned by the optionee having 
a fair market value equal in amount to the exercise price of the options 
being exercised or  (iii)  any combination of  (i)  and  (ii).  The fair 
market value of any shares of the Company's Common Stock which may be 
delivered upon exercise of an option shall be determined by the Board or 
the Committee.

      The Company's obligation to deliver shares upon the exercise of 
any NSO's granted under the Plan shall be subject to the optionee's 
satisfaction of all applicable Federal, State and local income and 
employment tax withholding requirements.

Nontransferability of Options

      No option granted under the Plan shall be assignable or 
transferable by the option holder, either voluntarily or by operation of 
law, except by will or the laws of descent and distribution.  During the 
life of the recipient, the option shall be exercised only by the 
grantee.

Effect of Termination of Employment or Death

      If an optionee ceases to be employed by the Company or one of its 
subsidiaries for any reason, including retirement but other than death, 
any option granted to such optionee under the Plan shall immediately 
terminate;  provided, however, that any portion of such option which was 
otherwise exercisable on the date of termination of the optionee's 
employment may be exercised within thirty (30) days  (or such other 
period not exceeding three months as the Board may determine)  following 
the date on which the optionee ceased to be so employed, but in no event 
after the expiration of the exercise period.  Any such exercise may be 
made only to the extent of the number of shares subject to the option 
which were purchasable on the date of such termination of employment.  
If the optionee dies during such period, the option shall be exercisable 
by the optionee's personal representatives, heirs or legatees to the 
same extent and during the same period that the optionee could have 
exercised the option on the date of death.  If an optionee dies while an 
employee of the Company or any subsidiary of the Company, any option 
granted to such optionee under the Plan shall be exercisable by the 
optionee's personal representative, heirs or legatees for the purchase 
of that number of shares and to the same extent that the optionee could 
have exercised the option on the date of death.  The option or any 
unexercised portion thereof shall terminate unless so exercised prior to 
the earlier of the expiration of three months ( or such other period not 
exceeding twelve (12) months as the Board may determine)  from the date 
of such death, but in no event after the expiration of the exercise 
period.

Amendment of the Plan

      The Board may, at any time and from time to time, modify or amend 
the Plan in any respect, except that without the approval of the 
stockholders of the Company, the Board may not  (a) materially increase 
the benefits accruing to individuals who participate in the Plan,  (b) 
increase the number of shares which may be issued under the Plan  
(except for permissible adjustments provided in the Plan)  or  (c) 
modify the requirements as to eligibility for participation in the Plan.  
The termination or any modification or amendment of the Plan shall not, 
without the consent of an optionee, affect rights under an option 
previously granted.  With the consent of the optionee affected, the 
Board may amend outstanding options agreements in a manner not 
inconsistent with the Plan.  The Board of Directors reserves the right 
to amend or modify the terms and provisions of the Plan and of any 
outstanding options under the Plan to the extent necessary to qualify 
any or all options under the Plan for such favorable Federal income tax 
treatment  (including deferral of taxation upon exercise)  as may be 
afforded ISO's under Section 422 of the Internal Revenue Code.

Adjustments Upon Changes in Capitalization

      Subject to any required action by stockholders of the Company, the 
number of shares covered by each outstanding option and the number of 
shares authorized for issuance under the Plan but as to which no option 
have yet been issued or which have  been returned to the Plan upon 
cancellation of the option, as well as the price per share of Common 
Stock covered by each outstanding option, shall be proportionally 
adjusted for any change in the number of outstanding shares resulting 
from a stock split, stock dividend or similar event.

Rights as a Stockholder

      The holder of an option shall have no rights as a stockholder with 
respect to any shares covered by an option until the issuance to said 
person of a certificate for such stock.  Except for adjustments provided 
in the Plan for stock dividends, no adjustment shall be made for 
dividends or other rights for which the record date is prior to the date 
such stock certificate is issued.

Federal Income Tax Consequences

      Because tax results may vary due to individual circumstances, each 
participant in the Plan is urged to consult his personal tax advisor 
with respect to the tax consequences of the exercise of an option or the 
sale of stock received upon the exercise thereof.

      Non-Statutory Stock Options.  The granting of a non-statutory 
stock option does not produce taxable income to the recipient or a tax 
deduction to the Company.  Taxable ordinary income will be recognized by 
the holder at the time of exercise in an amount equal to the excess of 
the Fair Market Value of the shares purchased at the time of such 
exercise over the aggregate option price.  The Company will be entitled 
to a corresponding Federal income tax deduction.  Upon a subsequent 
taxable disposition of the shares, the optionee will generally recognize 
a taxable capital gain or loss based upon the difference between the per 
share Fair Market Value at the time of exercise and the per share 
selling price.  The taxable income resulting from the exercise of an 
option will constitute wages subject to the withholding of income tax 
and the Company will be required to make whatever arrangements are 
necessary to insure that funds equaling the amount of tax required to be 
withheld are available for payment.  The tax basis for the stock 
acquired is the option price plus the taxable income recognized.

      Incentive Stock Options.   An optionee will not recognize any 
taxable income at the time an ISO is granted or exercised and the 
Company will not be entitled to a Federal income tax deduction at that 
time.  The excess of the fair market value of the shares at the time of 
exercise over the aggregate option price will be an adjustment to 
alternative minimum taxable income for purposes of the Federal 
"alternative minimum tax"  at the date of exercise.  If the optionee 
holds the shares acquired upon exercise of the ISO for two years after 
the date the option was granted and one year after the acquisition of 
such shares, the difference between the aggregate option price and 
the amount realized upon disposition of the shares will constitute a 
long-term capital gain or loss, as the case may be, and the Company will 
not be entitled to a Federal income tax deduction.  If the shares are 
disposed of in a sale, exchange or other "disqualifying disposition" 
within two years after the date of grant or within one year after date 
of exercise, the optionee will realize taxable ordinary income in an 
amount equal to the excess of the Fair Market Value of the shares at the 
time of exercise over the aggregate option price.  Under proposed tax 
regulations, however, it would appear that where stock is subject to a 
substantial risk of forfeiture (which would occur if the employee is 
subject to Section 16 (b) of the Exchange Act), the relevant date for 
determining the amount of ordinary income would be the date six months 
thereafter (but in no event may such amount be greater than the sales 
price).  The Company will be entitled to a Federal income tax deduction 
equal to such amount.

      Special Rules.   To the extent an optionee pays all or part of the 
option price of an NSO by tendering shares of Common Stock owned by the 
optionee, the tax consequences described above apply except that the 
number of shares received upon such exercise which is equal to the 
number of shares surrendered in payment of the option price shall have 
the same tax basis and holding period as the shares surrendered.  The 
additional shares received upon such exercise have a tax basis equal to 
the amount of ordinary income recognized on such exercise and a holding 
period which commences on the date of recognition of such income.  Under 
proposed Treasury regulations, if an optionee exercises an ISO by 
tendering shares previously acquired on the exercise of an ISO, a 
disqualifying disposition may occur and the optionee may recognize 
income and be subject to other basis allocation and holding period 
requirements.

                             LEGAL OPINIONS

      The validity of the Common Stock offered hereby has been passed 
upon for the Company by the law office of Jay J. Miller, Esq., 430 East 
57th Street, New York, New York 10022, counsel for the Company.  Mr. 
Miller is a director for the Company.

                                EXPERTS

      The financial statements and the related financial statement 
schedule incorporated in the prospectus by reference from the Company's 
annual Report on Form 10-K for the fiscal year ended January 31, l995 
have been audited by Deloitte & Touche LLP, independent auditors, as 
stated in their report, which is incorporated herein by reference, and 
have been so incorporated in reliance upon the report of such firm given 
upon their authority as experts in accounting and auditing.

PART II

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          Incorporated by reference herein are the following:
(i)  the annual report (Form 10-K) for the fiscal year ended January 31, 
1995 of the Registrant filed pursuant to Section 13 (a) or 15 (d) of the 
Securities Exchange Act of 1934 ( "Exchange Act" ); (ii) all other 
reports filed pursuant to Section 13 (a) or 15 (d) of the Exchange Act 
since the end of the fiscal year covered by the annual report referred 
to in (i) above;  and (iii) the description of the Company's Common 
Stock, par value of Five Cents ($.05) per share ( "Common Stock" ) 
contained in Registration Statement filed on Form S-2, File No. 2-15546 
under the Securities Act of 1933, as amended, including any amendment or 
report filed for the purpose of updating such description.

          All documents subsequently filed 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 which indicates that all securities 
offered 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 such 
documents were filed.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters in connection with the shares of Common 
Stock offered hereby have been passed upon for the Registrant by Jay J. 
Miller, Esq., a director of the Registrant.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Pursuant to the New Jersey Business Corporation Act, the 
Registrant has the power to indemnify certain persons, including its 
officers and directors, under stated circumstances and subject to 
certain limitations in connection with services performed in good faith 
for the Registrant.

          Under the Certificate of Incorporation, as amended, of 
Registrant, any person made or threatened to be made a party to any 
civil or criminal action or proceeding by reason of the fact that he or 
his testator or intestate is or was a director or officer of the 
Registrant, or served any other corporation of entity of any type or 
kind, domestic or foreign, in any capacity, at the request of the 
Registrant, shall be indemnified against judgments, fines, amounts paid 
in settlement and other liabilities and expenses, to the fullest extent 
permitted by law.

          The indemnification provided in the Business Corporation Act 
of New Jersey is not exclusive of any other rights to which a director 
or officer may be entitled, whether contained in the certificate of 
incorporation or By-Laws or, when authorized by the certificate of 
incorporation, or the By-Laws, a stockholders' or directors' resolution 
or an indemnification agreement, except that no indemnification may be 
made in any case if a judgment or other final adjudication adverse to 
the director or officer establishes that his acts were committed in bad 
faith material to the cause of action so adjudicated, or that he 
personally gained in fact a financial profit or other advantage to which 
he was not legally entitled.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

4 (a) (i)    - Certificate of Incorporation, as amended of the Registrant (1).

  (a) (ii)   - Certificate of Amendment of Certificate of Incorporation filed
               November 4, l987 (2).

  (a) (iii)  - Certificate of Amendment of Certificate of Incorporation filed
               January 29, l990 (2).

  (a)  (iv)  - Certificate of Amendment of Certificate of Incorporation dated
               November 4, 1991 (3).

4 (b)        - By-Laws of the Registrant (4).

5            - Opinion of Jay J. Miller, Esq.

23 (a)       - Consent of Deloitte & Touche LLP.

23 (b)       - Consent of Jay J. Miller, Esq. (included in Exhibit 5).

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(1) Incorporated by reference to Exhibits 2-A, 2-B, 2-C and 2-D to 
    Registration Statement on Form S-2 (File No. 2-15546).

(2) Filed herewith.

(3) Incorporated by reference to Exhibit 3 (c) to Registrant's Annual Report 
    on Form 10-K for the year ended January 31, 1992.

(4) Incorporated by reference to Exhibit 2 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended January 31, 1992.

ITEM 9.   UNDERTAKINGS

          The Registrant hereby undertakes:
          (a)  (1) To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registration 
statement:  (i) to include any prospectus required by Section 10 (a) (3) 
of the Securities Act of 1933 (the  "Act" );  (ii) to reflect in the 
prospectus any facts or events arising after the effective date of the 
Registration Statement (or the most recent post-effective amendment 
thereof; which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the Registration 
Statement;  (iii) to include any material information with respect to 
the plan of distribution not previously disclosed in the Registration 
Statement or any material change to such information in the Registration 
Statement; provided, however, that paragraphs  (i) and  (ii) do not 
apply if the information required to be included in the post-effective 
amendment by those paragraphs is contained in periodic reports filed by 
the Registrant pursuant to Section 13 or Section 15 (d) of the Exchange 
Act that are incorporated by reference herein.

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

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

          (b)   The Registrant hereby undertakes that, for purposes of 
determining any liability under the 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 this 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 Act may be permitted to officers and directors of the 
Registrant pursuant to the foregoing provisions, 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 therefore, unenforceable.  In the event that a claim for such 
indemnification (except insofar as it provides for payment by the 
Registrant of expenses incurred or paid by a director or officer in the 
successful defense of any action, suit or proceeding) is asserted 
against the Registrant by a director or officer and the Commission is 
still of the same opinion, the Registrant will, unless the matter has, 
in the opinion of its counsel, been adjudicated by precedent deemed by 
it to be controlling, submit to a court of appropriate jurisdiction the 
question of 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.

                                SIGNATURE

          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 
Little Falls, and State of New Jersey, on the 13th day of November 1995.

(Registrant)                            TOTAL-TEL USA COMMUNICATIONS, INC.


                                              By/s/  Warren H. Feldman     .
                                                ----------------------------
                                                Warren H. Feldman, Chairman 
                                                of the Board,  President  and
                                                Chief  Executive  Officer

          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.


- ----------------------
Marc Balmuth              Director                      November   , 1995


/s/  Warren H. Feldman
- ----------------------
Warren H. Feldman         Chairman of the Board,        November  13,1995
                          President and Chief
                          Executive Officer
                          Director

/s/  Solomon Feldman
- ----------------------
Solomon Feldman           Treasurer and                 November 13, l995
                          Director


/s/  Jay J. Miller
- ----------------------
Jay J. Miller             Director                      November 13, l995


- ----------------------
Jerold L. Zaro            Director                      November   , 1995


/s/ Thomas P. Gunning
- ----------------------
Thomas P. Gunning         Chief Financial Officer       November 13, 1995
                          Controller and Secretary
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Registration Statement No. 33 - 
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                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                                 FORM - S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

                     TOTAL-TEL USA COMMUNICATIONS, INC.
           (Exact name of Registrant as specified in its charter)

           New Jersey                                  22-1656895
(State  or  other jurisdictions of         (IRS Employer Identification No.)
  incorporation or organization)

150 Clove Road, Little Falls, New Jersey                  07424
 (Address of Principal Executive Offices)               (Zip Code)

                           1987 STOCK OPTION PLAN

                              Warren H. Feldman
                                  President
                     Total-Tel USA Communications, Inc.
                               150 Clove Road
                       Little Falls, New Jersey 07424
                   (Name and address of Agent for Service)

Telephone Number, Including Area Code, of Agent for Service:
                                 (201)  812-1100

                      CALCULATION OF REGISTRATION FEE

                                Proposed         Proposed
Title of                         maximum         maximum
Securities        Amount to      offering        aggregate        Amount of
  to be              be           price          offering       registration
Registered(1)   registered      per share          price             fee

Common Stock,
par value
$.05 per         336,450
share            shares         $20.00(1)      $6,729,000(1)      $2,320.35

(1) Estimated only for the purpose of calculating the registration fee.  
    Such estimates have been computed in accordance with Rule 457 (c) and 
    are based upon the average of the closing bid and asked prices reported 
    on NASDAQ on November 1, 1995.

PROSPECTUS

                             336,450 Shares
                   TOTAL-TEL USA COMMUNICATIONS, INC.
                              COMMON STOCK
                             (Par Value $.05)

      This Prospectus relates to an aggregate of 336,450 shares of 
Common Stock, par value $.05 per share ( " Common Stock" ) of Total-Tel 
USA Communications, Inc. (the " Company " ) issuable upon exercise of 
options heretofore granted or which may hereafter be granted pursuant to 
the Company's 1987 Stock Option Plan ( the " Plan " ).  Unless otherwise 
defined herein, capitalized terms used herein shall have the meanings 
set forth in the Plan.  Proceeds from the sale of the shares of Common 
Stock issued upon exercise of options shall be added to the general 
funds of the Company and shall be available for general corporate 
purposes.

      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.

      No person has been authorized to give any information or to make 
any representation, other than those contained or incorporated by 
reference in this Prospectus in connection with the offer contained in 
this Prospectus and, if given or made, such information or 
representation must not be relied upon as having been authorized by the 
Company.  This Prospectus shall not constitute an offer to sell or the 
solicitation of an offer to buy nor shall there be any sales of these 
securities in any jurisdiction in which such offer, solicitation or sale 
would be unlawful prior to registration or qualification under the 
securities laws of any such jurisdiction.  Neither delivery of this 
Prospectus nor any sale made hereunder shall, under any circumstances, 
create any implication that the information herein is correct as of any 
time subsequent to the date hereof.

      Shares purchased upon exercise of options may be sold from time to 
time by the holders thereof in the over-the-counter market at prices 
then prevailing.

           The date of this Prospectus is November  28, 1995.

                              THE COMPANY

      The issuer of the securities covered by this Prospectus is Total-
Tel USA Communications, Inc. (the " Company " ), a New Jersey 
corporation organized on June 8, l959.  The principal executive offices 
of the Company are located at 150 Clove Road, Little Falls, New Jersey 
07424 and its telephone number is (201) 812-1100.

                          AVAILABLE INFORMATION

      The  Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 (the " Exchange Act " ) and in 
accordance therewith files reports, and  other information with the 
Securities and Exchange Commission ( the  " Commission " ).  Reports, 
proxy statements and other information filed by the Company can be 
inspected and copied at Room 1024, Judiciary Plaza, 450 Fifth Street, 
N.W., Washington, D.C. 20549 and at the Commission's New York regional 
office located at 75 Park Place, New York, New York 10007.  Copies of 
such material can also be obtained from the Public Reference Section of 
the Commission at 450 Fifth Street, N.W. , Washington, D.C. 20549 at 
prescribed rates.

      This Prospectus constitutes a part of a Registration Statement 
filed by the Company with the Commission under the Securities Act of 
1933, as amended, (the "Securities Act ") relating to the securities 
offered hereby.  This Prospectus omits certain of the information 
contained in the Registration Statement, and reference is hereby made to 
the Registration Statement and to the exhibits relating thereto for 
further information with respect to the Company and the securities 
offered hereby.  Any statements contained herein concerning the 
provisions of any document are not necessarily complete, and in each 
instance reference is made to the copy of such document filed as an 
exhibit to the Registration Statement or otherwise filed with the 
Commission.  Each such statement is qualified in its entirety by such 
reference.

             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      In accordance with the requirements of the Exchange Act, certain 
reports and other information are filed by the Company periodically with 
the Commission.  The following documents filed with the Commission are 
incorporated in this Prospectus by reference:  (1)  the Company's Annual 
Report on Form 10-K for the fiscal year ended January 31, 1995  (File 
No. 0-2180) filed pursuant to Section 13 (a) or 15 (d) of the Securities 
Exchange Act of 1934;  (2)  the description of the Company's Common 
Stock contained in the Company's Registration Statement on Form S-2 
(File No. 2-15546); and  (3)  all other reports filed pursuant to 
Section 13  (a)  or 15  (d) of the Securities Exchange Act of 1934.

      All documents filed by the Company pursuant to Section 13, 14 or 
15 (d) of the Securities Exchange Act of 1934 after the date hereof and 
prior to the filing of a post-effective amendment which indicates that 
all securities have been sold or which deregister all securities 
remaining unsold shall be deemed to be incorporated by reference herein 
and to be a part hereof from the date of the filing of such documents.

      Any persons receiving a copy of this Prospectus may obtain without 
charge, upon written or oral request, a copy (without exhibits) of any 
of the documents incorporated by reference herein.  Requests should be 
directed to Warren H. Feldman, President  of  Total-Tel  USA  
Communications, Inc.,  150 Clove Road,  Little Falls,  New Jersey 07424;  
telephone number (201) 812-1100.

                                THE PLAN

General

      The 1987 Stock Option Plan (the " Plan " ) was approved by the 
Board of Directors on September 11, l987 and stockholders of the Company 
on October 30, l987 and amended to increase the number of shares 
authorized for issuance thereunder on September 29, 1994.  The Plan 
provides for the grant of both incentive stock options (ISO's) and non-
statutory stock options (NSO's).  These options and certain Federal 
income tax consequences associated therewith are described below.  (See 
" Federal Income Tax Consequences " ).

      The Plan provides for the granting of ISO's to employees of the 
Company, including officers and directors (employed by the Company) of 
the Company or any subsidiary and NSO's to employees, directors and 
consultants whose efforts contribute or may be expected to contribute 
meaningfully to the Company's growth and success.

      The aggregate number of shares of Common Stock which may be 
granted under the Plan is 336,450*, subject to adjustment to reflect 
stock splits, combinations, sub-divisions, recapitalizations, 
reorganizations and certain other similar events.  The Plan is not 
qualified under Section 401 (a) of the Internal Revenue Code of 1986, as 
amended (the " Code " ) and is not subject to the provisions of the 
Employment Retirement Income Security Act of 1974 ( "ERISA " ).

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* Adjusted to reflect a 10% stock dividend distribution July 15, 1994.

      At October 31, l995, options to purchase 317,450 shares were held 
by nine persons, of which ISO's to purchase 135,405 shares were 
exercisable at prices ranging from $3.98 to $17.00 per share and NSO's 
to purchase 87,569 were exercisable at prices ranging from $2.05 to 
$12.00 per share.  Of such options, at said date, options to purchase 
222,974 shares were then exercisable and the balance of such options 
vest over various dates until January 12, l999.

Administration

      The Plan is administered by the Board of Directors of the Company 
(the "Board" ) or a Committee of the Board consisting of not less than 
three members (the "Committee " ).  The Board or Committee may select 
the persons to whom options are to be granted, determine the number of 
shares to be covered by an option, the time at which an option is to be 
granted, the option period, the installments in which an option may be 
exercised and shall establish such other provisions of the option 
agreement consistent with the Plan as the Board of Directors or 
Committee deems necessary or desirable.

Eligibility

      ISO's may be granted only to employees of the company or a 
subsidiary.  No ISO shall be granted under the Plan to an employee who 
at the time such option is granted owns, directly or indirectly, Common 
Stock of the Company possessing more than 10% of the total combined 
voting power of all classes of stock of the Company or its parent or any 
subsidiary ( " 10% Stockholders " ) unless the option price is at least 
110% of the fair market value of such stock on the date of grant and the 
exercise period of such option shall not exceed five years from the date 
of grant.  NSO's may be granted to employees as well as directors 
(subject to certain limitations set forth in the Plan) consultants and 
independent contractors.

Maximum Allotment of Options

      Under the Plan, there is no stated maximum number of shares which 
may be optioned to any eligible person.

Option Price and Period;  Exercise Provisions

      The purchase price per share of Common Stock issuable upon 
exercise of an option shall be determined by the Board or Committee; 
provided, however, that  (i)  in the case of an ISO, the exercise price 
shall not be less than 100%  (or 110% with respect to an ISO granted to 
10% Stockholder)  of the fair market value of such stock on the day the 
option is granted and  (ii)  in the case of an NSO, the exercise price 
shall not be less than 50% of the fair market value of such stock on the 
day the option is granted, in each instance as determined by the Board 
or Committee.

For purposes of the foregoing, the fair market value of the Common 
Stock  on any date shall be, if such stock is listed on a national 
securities exchange, the closing sale price of the stock on such 
exchange or, if such stock is quoted in the National Market System of 
the National Association of Securities Dealers, Inc., the closing sale 
price of such Common Stock as reported by the National Association of 
Securities Dealers Automated Quotation ( " NASDAQ " ) System, in each 
case at the close of business on such date, or if such Common Stock is 
not quoted on such date, then on the date on which such Common Stock was 
quoted most immediately prior thereto or if such Common Stock is not 
quoted on the NASDAQ System, the price determined in good faith by the 
Board or the Committee.

      Each option granted under the Plan shall be exercisable at such 
time or times and during such period as shall be set forth in the 
instrument evidencing such option; provided, however, that no option 
granted under the Plan shall have a term in excess of 10 years ( 5 years 
in the case of an ISO granted to a 10% Stockholder ) from the date of 
grant.  To the extent that an option to purchase shares is not exercised 
by an optionee when it becomes initially exercisable, it shall not 
expire but may be carried forward and be exercisable, on a cumulative 
basis, until the expiration of the exercise period.

      Options granted under the Plan may provide for the payment of the 
exercise price by delivery of  (i) cash or a check payable to the order 
of the Company in an amount equal to the exercise price of such options, 
(ii)  shares of Common Stock of the Company owned by the optionee having 
a fair market value equal in amount to the exercise price of the options 
being exercised or  (iii)  any combination of  (i)  and  (ii).  The fair 
market value of any shares of the Company's Common Stock which may be 
delivered upon exercise of an option shall be determined by the Board or 
the Committee.

      The Company's obligation to deliver shares upon the exercise of 
any NSO's granted under the Plan shall be subject to the optionee's 
satisfaction of all applicable Federal, State and local income and 
employment tax withholding requirements.

Nontransferability of Options

      No option granted under the Plan shall be assignable or 
transferable by the option holder, either voluntarily or by operation of 
law, except by will or the laws of descent and distribution.  During the 
life of the recipient, the option shall be exercised only by the 
grantee.

Effect of Termination of Employment or Death

      If an optionee ceases to be employed by the Company or one of its 
subsidiaries for any reason, including retirement but other than death, 
any option granted to such optionee under the Plan shall immediately 
terminate;  provided, however, that any portion of such option which was 
otherwise exercisable on the date of termination of the optionee's 
employment may be exercised within thirty (30) days  (or such other 
period not exceeding three months as the Board may determine)  following 
the date on which the optionee ceased to be so employed, but in no event 
after the expiration of the exercise period.  Any such exercise may be 
made only to the extent of the number of shares subject to the option 
which were purchasable on the date of such termination of employment.  
If the optionee dies during such period, the option shall be exercisable 
by the optionee's personal representatives, heirs or legatees to the 
same extent and during the same period that the optionee could have 
exercised the option on the date of death.  If an optionee dies while an 
employee of the Company or any subsidiary of the Company, any option 
granted to such optionee under the Plan shall be exercisable by the 
optionee's personal representative, heirs or legatees for the purchase 
of that number of shares and to the same extent that the optionee could 
have exercised the option on the date of death.  The option or any 
unexercised portion thereof shall terminate unless so exercised prior to 
the earlier of the expiration of three months ( or such other period not 
exceeding twelve (12) months as the Board may determine)  from the date 
of such death, but in no event after the expiration of the exercise 
period.

Amendment of the Plan

      The Board may, at any time and from time to time, modify or amend 
the Plan in any respect, except that without the approval of the 
stockholders of the Company, the Board may not  (a) materially increase 
the benefits accruing to individuals who participate in the Plan,  (b) 
increase the number of shares which may be issued under the Plan  
(except for permissible adjustments provided in the Plan)  or  (c) 
modify the requirements as to eligibility for participation in the Plan.  
The termination or any modification or amendment of the Plan shall not, 
without the consent of an optionee, affect rights under an option 
previously granted.  With the consent of the optionee affected, the 
Board may amend outstanding options agreements in a manner not 
inconsistent with the Plan.  The Board of Directors reserves the right 
to amend or modify the terms and provisions of the Plan and of any 
outstanding options under the Plan to the extent necessary to qualify 
any or all options under the Plan for such favorable Federal income tax 
treatment  (including deferral of taxation upon exercise)  as may be 
afforded ISO's under Section 422 of the Internal Revenue Code.

Adjustments Upon Changes in Capitalization

      Subject to any required action by stockholders of the Company, the 
number of shares covered by each outstanding option and the number of 
shares authorized for issuance under the Plan but as to which no option 
have yet been issued or which have  been returned to the Plan upon 
cancellation of the option, as well as the price per share of Common 
Stock covered by each outstanding option, shall be proportionally 
adjusted for any change in the number of outstanding shares resulting 
from a stock split, stock dividend or similar event.

Rights as a Stockholder

      The holder of an option shall have no rights as a stockholder with 
respect to any shares covered by an option until the issuance to said 
person of a certificate for such stock.  Except for adjustments provided 
in the Plan for stock dividends, no adjustment shall be made for 
dividends or other rights for which the record date is prior to the date 
such stock certificate is issued.

Federal Income Tax Consequences

      Because tax results may vary due to individual circumstances, each 
participant in the Plan is urged to consult his personal tax advisor 
with respect to the tax consequences of the exercise of an option or the 
sale of stock received upon the exercise thereof.

      Non-Statutory Stock Options.  The granting of a non-statutory 
stock option does not produce taxable income to the recipient or a tax 
deduction to the Company.  Taxable ordinary income will be recognized by 
the holder at the time of exercise in an amount equal to the excess of 
the Fair Market Value of the shares purchased at the time of such 
exercise over the aggregate option price.  The Company will be entitled 
to a corresponding Federal income tax deduction.  Upon a subsequent 
taxable disposition of the shares, the optionee will generally recognize 
a taxable capital gain or loss based upon the difference between the per 
share Fair Market Value at the time of exercise and the per share 
selling price.  The taxable income resulting from the exercise of an 
option will constitute wages subject to the withholding of income tax 
and the Company will be required to make whatever arrangements are 
necessary to insure that funds equaling the amount of tax required to be 
withheld are available for payment.  The tax basis for the stock 
acquired is the option price plus the taxable income recognized.

      Incentive Stock Options.   An optionee will not recognize any 
taxable income at the time an ISO is granted or exercised and the 
Company will not be entitled to a Federal income tax deduction at that 
time.  The excess of the fair market value of the shares at the time of 
exercise over the aggregate option price will be an adjustment to 
alternative minimum taxable income for purposes of the Federal 
"alternative minimum tax"  at the date of exercise.  If the optionee 
holds the shares acquired upon exercise of the ISO for two years after 
the date the option was granted and one year after the acquisition of 
such shares, the difference between the aggregate option price and 
the amount realized upon disposition of the shares will constitute a 
long-term capital gain or loss, as the case may be, and the Company will 
not be entitled to a Federal income tax deduction.  If the shares are 
disposed of in a sale, exchange or other "disqualifying disposition" 
within two years after the date of grant or within one year after date 
of exercise, the optionee will realize taxable ordinary income in an 
amount equal to the excess of the Fair Market Value of the shares at the 
time of exercise over the aggregate option price.  Under proposed tax 
regulations, however, it would appear that where stock is subject to a 
substantial risk of forfeiture (which would occur if the employee is 
subject to Section 16 (b) of the Exchange Act), the relevant date for 
determining the amount of ordinary income would be the date six months 
thereafter (but in no event may such amount be greater than the sales 
price).  The Company will be entitled to a Federal income tax deduction 
equal to such amount.

      Special Rules.   To the extent an optionee pays all or part of the 
option price of an NSO by tendering shares of Common Stock owned by the 
optionee, the tax consequences described above apply except that the 
number of shares received upon such exercise which is equal to the 
number of shares surrendered in payment of the option price shall have 
the same tax basis and holding period as the shares surrendered.  The 
additional shares received upon such exercise have a tax basis equal to 
the amount of ordinary income recognized on such exercise and a holding 
period which commences on the date of recognition of such income.  Under 
proposed Treasury regulations, if an optionee exercises an ISO by 
tendering shares previously acquired on the exercise of an ISO, a 
disqualifying disposition may occur and the optionee may recognize 
income and be subject to other basis allocation and holding period 
requirements.

                             LEGAL OPINIONS

      The validity of the Common Stock offered hereby has been passed 
upon for the Company by the law office of Jay J. Miller, Esq., 430 East 
57th Street, New York, New York 10022, counsel for the Company.  Mr. 
Miller is a director for the Company.

                                EXPERTS

      The financial statements and the related financial statement 
schedule incorporated in the prospectus by reference from the Company's 
annual Report on Form 10-K for the fiscal year ended January 31, l995 
have been audited by Deloitte & Touche LLP, independent auditors, as 
stated in their report, which is incorporated herein by reference, and 
have been so incorporated in reliance upon the report of such firm given 
upon their authority as experts in accounting and auditing.

PART II

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          Incorporated by reference herein are the following:
(i)  the annual report (Form 10-K) for the fiscal year ended January 31, 
1995 of the Registrant filed pursuant to Section 13 (a) or 15 (d) of the 
Securities Exchange Act of 1934 ( "Exchange Act" ); (ii) all other 
reports filed pursuant to Section 13 (a) or 15 (d) of the Exchange Act 
since the end of the fiscal year covered by the annual report referred 
to in (i) above;  and (iii) the description of the Company's Common 
Stock, par value of Five Cents ($.05) per share ( "Common Stock" ) 
contained in Registration Statement filed on Form S-2, File No. 2-15546 
under the Securities Act of 1933, as amended, including any amendment or 
report filed for the purpose of updating such description.

          All documents subsequently filed 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 which indicates that all securities 
offered 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 such 
documents were filed.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters in connection with the shares of Common 
Stock offered hereby have been passed upon for the Registrant by Jay J. 
Miller, Esq., a director of the Registrant.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Pursuant to the New Jersey Business Corporation Act, the 
Registrant has the power to indemnify certain persons, including its 
officers and directors, under stated circumstances and subject to 
certain limitations in connection with services performed in good faith 
for the Registrant.

          Under the Certificate of Incorporation, as amended, of 
Registrant, any person made or threatened to be made a party to any 
civil or criminal action or proceeding by reason of the fact that he or 
his testator or intestate is or was a director or officer of the 
Registrant, or served any other corporation of entity of any type or 
kind, domestic or foreign, in any capacity, at the request of the 
Registrant, shall be indemnified against judgments, fines, amounts paid 
in settlement and other liabilities and expenses, to the fullest extent 
permitted by law.

          The indemnification provided in the Business Corporation Act 
of New Jersey is not exclusive of any other rights to which a director 
or officer may be entitled, whether contained in the certificate of 
incorporation or By-Laws or, when authorized by the certificate of 
incorporation, or the By-Laws, a stockholders' or directors' resolution 
or an indemnification agreement, except that no indemnification may be 
made in any case if a judgment or other final adjudication adverse to 
the director or officer establishes that his acts were committed in bad 
faith material to the cause of action so adjudicated, or that he 
personally gained in fact a financial profit or other advantage to which 
he was not legally entitled.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

4 (a) (i)    - Certificate of Incorporation, as amended of the Registrant (1).

  (a) (ii)   - Certificate of Amendment of Certificate of Incorporation filed
               November 4, l987 (2).

  (a) (iii)  - Certificate of Amendment of Certificate of Incorporation filed
               January 29, l990 (2).

  (a)  (iv)  - Certificate of Amendment of Certificate of Incorporation dated
               November 4, 1991 (3).

4 (b)        - By-Laws of the Registrant (4).

5            - Opinion of Jay J. Miller, Esq.

23 (a)       - Consent of Deloitte & Touche LLP.

23 (b)       - Consent of Jay J. Miller, Esq. (included in Exhibit 5).

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(1) Incorporated by reference to Exhibits 2-A, 2-B, 2-C and 2-D to 
    Registration Statement on Form S-2 (File No. 2-15546).

(2) Filed herewith.

(3) Incorporated by reference to Exhibit 3 (c) to Registrant's Annual Report 
    on Form 10-K for the year ended January 31, 1992.

(4) Incorporated by reference to Exhibit 2 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended January 31, 1992.

ITEM 9.   UNDERTAKINGS

          The Registrant hereby undertakes:
          (a)  (1) To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registration 
statement:  (i) to include any prospectus required by Section 10 (a) (3) 
of the Securities Act of 1933 (the  "Act" );  (ii) to reflect in the 
prospectus any facts or events arising after the effective date of the 
Registration Statement (or the most recent post-effective amendment 
thereof; which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the Registration 
Statement;  (iii) to include any material information with respect to 
the plan of distribution not previously disclosed in the Registration 
Statement or any material change to such information in the Registration 
Statement; provided, however, that paragraphs  (i) and  (ii) do not 
apply if the information required to be included in the post-effective 
amendment by those paragraphs is contained in periodic reports filed by 
the Registrant pursuant to Section 13 or Section 15 (d) of the Exchange 
Act that are incorporated by reference herein.

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

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

          (b)   The Registrant hereby undertakes that, for purposes of 
determining any liability under the 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 this 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 Act may be permitted to officers and directors of the 
Registrant pursuant to the foregoing provisions, 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 therefore, unenforceable.  In the event that a claim for such 
indemnification (except insofar as it provides for payment by the 
Registrant of expenses incurred or paid by a director or officer in the 
successful defense of any action, suit or proceeding) is asserted 
against the Registrant by a director or officer and the Commission is 
still of the same opinion, the Registrant will, unless the matter has, 
in the opinion of its counsel, been adjudicated by precedent deemed by 
it to be controlling, submit to a court of appropriate jurisdiction the 
question of 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.

                                SIGNATURE

          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 
Little Falls, and State of New Jersey, on the 13th day of November 1995.

(Registrant)                            TOTAL-TEL USA COMMUNICATIONS, INC.

                                              By/s/  Warren H. Feldman     .
                                                ----------------------------
                                                Warren H. Feldman, Chairman 
                                                of the Board,  President  and
                                                Chief  Executive  Officer

          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.

- ----------------------
Marc Balmuth              Director                      November   , 1995

/s/  Warren H. Feldman
- ----------------------
Warren H. Feldman         Chairman of the Board,        November  13,1995
                          President and Chief
                          Executive Officer
                          Director

/s/  Solomon Feldman
- ----------------------
Solomon Feldman           Treasurer and                 November 13, l995
                          Director

/s/  Jay J. Miller
- ----------------------
Jay J. Miller             Director                      November 13, l995

- ----------------------
Jerold L. Zaro            Director                      November   , 1995

/s/ Thomas P. Gunning
- ----------------------
Thomas P. Gunning         Chief Financial Officer       November 13, 1995
                          Controller and Secretary