Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                        GEOTEL COMMUNICATIONS CORPORATION
               (Exact name of issuer as specified in its charter)
                               Delaware 04-3194255
          (State of Incorporation) (IRS Employer Identification Number)
                 25 Porter Road, Littleton, Massachusetts 01460
                    (Address of Principal Executive Offices)

                                 (508) 486-1100
              (Registrant's telephone number, including area code)

                        GEOTEL COMMUNICATIONS CORPORATION
                       1993 RESTRICTED STOCK PURCHASE PLAN
                             1995 STOCK OPTION PLAN
                        EMPLOYEE COMPENSATION AGREEMENTS
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)
Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable after the effective date of this Registration Statement.
        If the only securities  being  registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. o
        If any of the securities being registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest investment plans, check the following box.|X|
        If this Form is filed to register additional  securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. o
        If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. o
        If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box.  o

                         CALCULATION OF REGISTRATION FEE
===========================================================================
<TABLE>
                                                          Proposed Maximum   Proposed Maximum
            Title of Securities           Amount to be   Offering Price Per  Aggregate Offering       Amount of
              to be Registered            Registered1          Share              Price          Registration Fee
<S>                                         <C>            <C>                    <C>                  <C>   

GeoTel Communications Corporation
1993 Restricted Stock Purchase Plan
Common Stock, par value $.01 per share      937,727        $0.10 - 0.18            $129,132            $39


                                                         1

<PAGE>

GeoTel Communications Corporation           971,796        $0.18 - $17.68(2)       $3,576,662          $1,084
1995 Stock Option Plan                    4,926,982                $16.25(3)      $80,063,458         $24,262
Common Stock, par value $.01 per share
GeoTel Communications Corporation           250,000                $16.25(3)       $4,062,500          $1,231
1996 Employee Stock Purchase Plan
Common Stock, par value $.01 per share
Employee Compensation Agreements            395,250                 $0.10             $39,525             $12
Common Stock,  par value $.01 per share      71,316                $2.336            $166,594             $50
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share       91,222                $16.25(4)       $1,482,358            $449
-----------------------------------------------------------------------------------------------------------------
Total                                     7,644,293                                                   $27,127
=================================================================================================================
</TABLE>


(1)Also  registered  hereunder  are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.

(2) All such shares are issuable upon exercise of outstanding options with fixed
exercise prices.  Pursuant to Rule 457(h),  the aggregate offering price and the
fee have been  computed  upon the basis of the price at which the options may be
exercised.

(3) None of such shares are subject to outstanding  options.  The exercise price
of such options shall be determined at the time of grant. Accordingly,  pursuant
to Rule 457(c) and (h),  the price of $16.25 per share,  which is the average of
the high and low sale  prices  reported  on the Nasdaq  Stock  Market,  Inc.  on
February 7, 1997,  is set forth  solely for purposes of  calculating  the filing
fee.

(4) The registration fee has been calculated on the basis of the price of $16.25
per share,  which is the average of the high and low sale prices reported on the
Nasdaq Stock Market, Inc. on February 7, 1997.


                                       

<PAGE>



                                Resale Prospectus

                     (As permitted by General Instruction C
               to Form S-8 and containing the information required
                   in a Prospectus prepared in accordance with
                  Form S-3, as to certain Selling Shareholders)

                                     
<PAGE>





                        GEOTEL COMMUNICATIONS CORPORATION

PROSPECTUS

                         557,788 Shares of Common Stock
                                 Par Value $.01

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

         This  Prospectus  relates to 557,788 shares of Common Stock,  par value
$.01 per share (the "Common Stock") of GeoTel Communications Corporation (GeoTel
or the "Company")  which may be sold by the Selling  Stockholders.  See "Selling
Stockholders." The Company will not receive any of the proceeds from the sale of
shares by the Selling  Stockholders.  The Company  will pay the  expenses of the
offering, estimated at $39,127.

         The  Common  Stock of the  Company  is traded  in the  over-the-counter
market and quoted on the Nasdaq Stock Market's  National Market under the symbol
"GEOC." On  February  7, 1997,  the last sale  price for the  Common  Stock,  as
reported by Nasdaq Stock Market's National Market, was $16.00 per share.

    The date of this  Prospectus  is  February  10, 1997.


                                     

<PAGE>




                                   The Company

         GeoTel is a provider of  telecommunications  software solutions focused
on enhanced call routing technology that enables customer-oriented  companies to
deliver responsive and cost-effective  customer service.  The Company's software
solutions are aimed at decentralized or  service-oriented  corporations that use
call centers,  voice  response units and other  answering  resources to interact
with their customers. GeoTel's Intelligent CallRouter,  ("Intelligent CallRouter
or "ICR") is designed for companies that utilize multiple call centers to handle
high volumes of inbound  customer calls and regard their  effective  handling of
customer  interaction  through  call  center  technology  as a  key  competitive
advantage.  The Company is focused on open,  standards-based  software solutions
for  enterprise-wide  call  distribution  in  a  multi-  vendor,  multi-carrier,
fault-tolerant, distributed environment.

         ICR enables  enterprise-wide  call routing and  consolidated  real-time
management information at the network level. The ICR is an advanced call-by-call
routing  server that supports  multiple  routing  clients  independent  of their
location, toll-free carrier or switch provider. The multi-carrier,  multi-vendor
capabilities of the ICR allow the user to focus on delivering  premium  customer
service without the limitations of proprietary or customer developed  solutions.
Its open architecture  enables  interoperability  with other call processing and
call volume  management  systems  within an enterprise  and provides a means for
integrating these various  stand-alone  solutions.  The ICR can be interfaced to
agent  scheduling,  workflow  management and other call center management tools.
The  distributed  software fault  tolerance  implemented in the ICR provides the
mission-critical reliability required for enterprise-wide call distribution. The
Company also offers consulting and training, installation services and post-sale
maintenance and support services.

         GeoTel  sells its  software  and  services to large  corporations  with
multiple  call  center  locations  that are major  users of  inbound,  toll-free
services. The Company sells primarily through a direct sales force in the United
States and is also developing  strategic  relationships  both  domestically  and
internationally.  To date,  the Company  has  licensed  its  software to over 20
companies.

         The Company was  incorporated  in Delaware in June 1993.  The Company's
principal   executive  offices  are  located  at  25  Porter  Road,   Littleton,
Massachusetts 01460. The Company's telephone number is (508) 486-1100.

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

         Intelligent  CallRouter,  is a registered  trademark of the Company and
GeoTel is a trademark of the Company.

                                            PRICE RANGE OF COMMON STOCK

         The Common Stock of the Company has been  included for quotation in the
Nasdaq  National  Market  under the symbol  "GEOC" since the  Company's  initial
public offering of Common Stock on November 20, 1996.  Prior to that time, there
was no public  market for the Common Stock.  The following  tables set forth the
high and low closing  prices for the Common  Stock for the periods  indicated as
reported by the Nasdaq National Market:


                                                   

<PAGE>


                                               Low                  High
1996:
Fourth Quarter (from November 20, 1996)      $12.00               $18.125

1997:
First Quarter (through February 7, 1997)     $13.50               $18.875

         On February 7, 1997, the last reported sale price was $16.00 per share.
As of December 31, 1996 there were 189 holders of record of the Company's Common
Stock. This does not reflect persons or entities who hold their stock in nominee
or "street" names through various brokerage firms.

                                 DIVIDEND POLICY

         The Company has never declared or paid any cash dividends on its Common
Stock  and  currently  intends  to  retain  all  available  funds for use in the
operation  and  expansion  of its  business.  The Company  does not,  therefore,
anticipate  that any cash dividends will be declared or paid in the  foreseeable
future.  The  Company's  current loan  agreement  prohibits  the payment of cash
dividends without the bank's consent.

                          DESCRIPTION OF CAPITAL STOCK

         The  authorized  capital  stock of the Company  consists of  40,000,000
shares  of Common  Stock,  $.01 par value per  share,  and  5,000,000  shares of
Preferred Stock, $.01 par value per share (the "Preferred Stock").

         The  following  summary of certain  provisions  of the Common Stock and
Preferred Stock does not purport to be complete and is subject to, and qualified
in its entirety by, the  provisions of the  Company's  Restated  Certificate  of
Incorporation   as  amended  and  restated   (the   "Restated   Certificate   of
Incorporation"),  Amended and Restated By-Laws of Company ("By-Laws"), copies of
which  are on file  with  the  Securities  and  Exchange  Commission  and by the
provisions of applicable law.

Common Stock

         Holders of Common  Stock are  entitled to one vote per share on matters
to be voted upon by the  stockholders.  There are no cumulative  voting  rights.
Holders of Common Stock are entitled to receive  ratable  dividends when, as and
if declared by the Board of Directors out of funds legally  available  therefor,
subject to any preferential  dividend rights of any then  outstanding  Preferred
Stock. Upon the liquidation,  dissolution or winding up of the Company,  holders
of Common  Stock  share  ratably  in the  assets of the  Company  available  for
distribution to its stockholders, subject to the preferential rights of any then
outstanding  Preferred  Stock.  The shares of Common Stock  outstanding upon the
effective  date of this  Prospectus  are, and the shares offered hereby will be,
when issued and paid for, fully paid and nonassessable.  The rights, preferences
and  privileges  of holders of Common Stock are subject to, and may be adversely
affected  by, the rights of  holders of shares of any  Preferred  Stock that the
Company may designate in the future.




                                                     

<PAGE>



Preferred Stock

         The Company's Board of Directors has the authority, without stockholder
approval,  to issue up to  5,000,000  shares of  Preferred  Stock in one or more
series and to fix the relative rights, preferences, privileges,  qualifications,
limitations and restrictions thereof, including dividend rights, dividend rates,
conversion  rights,  voting  rights,  terms of  redemption,  redemption  prices,
liquidation  preferences and the number of shares constituting any series or the
designation of such series.  The issuance of Preferred  Stock,  while  providing
desirable  flexibility  in  connection  with  possible  acquisitions  and  other
corporate purposes, could have the effect of delaying, deferring or preventing a
change in control of the Company,  may discourage bids for the Company's  Common
Stock at a premium over the market  price of the Common Stock and may  adversely
affect the market  price and the voting and other  rights of the  holders of the
Common Stock.  The Company has no present plans to issue any shares of Preferred
Stock.

Certain Charter, Bylaw and Statutory Provisions Affecting Stockholders

         Classified  Board and Other Matters.  The Company's  Board of Directors
will be divided into three classes,  each of which, after a transitional period,
will serve for three years,  with one class being  elected each year.  Under the
Delaware  General  Corporation  Law,  in the  case  of a  corporation  having  a
classified  Board,  stockholders  may remove a Director only for cause.  Advance
notice of  stockholder  nominations  and any other matter to be brought before a
meeting of stockholders will be required to be given in writing to the Secretary
of the  Company  within  the time  periods in the  Bylaws.  The  Certificate  of
Incorporation  provides that special meetings of stockholders of the Company may
be called only by the Board of Directors, the Chairman of the Board of Directors
or the President.  The Certificate of Incorporation also provides that no action
required  or  permitted  to be taken at any  Annual or  Special  Meeting  of the
Stockholders of the Company may be taken without a meeting, unless the unanimous
consent of  stockholders  entitled to vote thereon is obtained.  The affirmative
vote of the  holders  of at  least  80% of the  combined  voting  power  of then
outstanding  voting  stock of the Company  will be  required to alter,  amend or
repeal the foregoing  provisions.  The  classification of the Board of Directors
and the  limitations on the removal of directors and filling of vacancies  could
have the effect of making it more difficult for a third party to acquire,  or of
discouraging a third party from acquiring, control of the Company.

         Section  203 of  Delaware  Law.  Following  the  consummation  of  this
offering,  the Company will be subject to the "business  combination" statute of
the Delaware  General  Corporation  Law. In general,  such  statute  prohibits a
publicly-held   Delaware   corporation   from  engaging  in  various   "business
combination"  transactions  with any  "interested  stockholder"  for a period of
three  years  after the date of the  transaction  in which the person  became an
"interested stockholder," unless (i) the transaction is approved by the Board of
Directors prior to the date the interested stockholder obtains such status, (ii)
upon the  consummation  of the  transaction  which  resulted in the  stockholder
becoming an "interested  stockholder,"  the  "interested  stockholder"  owned at
least 85% of the voting  stock of the  corporation  outstanding  at the time the
transaction  commenced,  excluding  for  purposes of  determining  the number of
shares  outstanding those shares owned by (a) persons who are directors and also
officers and (b) employee stock plans in which employee participants do not have
the right to determine  confidentially  whether  shares held subject to the plan
will be tendered in a tender or exchange  offer,  or (iii) on or  subsequent  to
such date the "business  combination"  is approved by the board of directors and
authorized at an annual or special meeting of  stockholders,  and not by written
consent,  by the affirmative vote of at least 66 2/3% of the outstanding  voting
stock which is not owned by the "interested stockholder." A

                                                      

<PAGE>



"business  combination"  includes  mergers,  asset sales and other  transactions
resulting in a financial benefit to the stockholder. An "interested stockholder"
is a person who, together with affiliates and associates,  owns (or within three
years,  did own) 15% or more of a  corporation's  voting stock. By virtue of the
Company's  decision  not to elect out of the  statute's  provision,  the statute
applies to the Company.  The statute could prohibit or delay the  accomplishment
of mergers or other  takeover or change of control  attempts with respect to the
Company and, accordingly, may discourage attempts to acquire the Company.

         Directors  Liability.  The Certificate of  Incorporation of the Company
provides  that no  director  shall be  personally  liable to the  Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for (i) any breach of the  director's  duty of loyalty to the  Company or
its  stockholders;  (ii) acts or  omissions  not in good faith or which  involve
intentional  misconduct;  (iii) acts or omissions in respect of certain unlawful
dividend payments or stock  redemptions or repurchases;  or (iv) any transaction
from which such director derives improper personal  benefit.  The effect of this
provision  is to  eliminate  the  rights  of the  Company  and its  stockholders
(through  stockholders'  derivative  suits on behalf of the  Company) to recover
monetary  damages against a director for breach of the fiduciary duty of care as
a director  (including  breaches  resulting from negligent or grossly  negligent
behavior) except in the situations  described in clauses (i) through (iv) above.
The  limitations  summarized  above,  however,  do not affect the ability of the
Company or its  stockholders to seek  non-monetary  based  remedies,  such as an
injunction or  rescission,  against a director for breach of his fiduciary  duty
nor would such  limitations  limit liability under the Federal  Securities Laws.
The Company's Amended and Restated Bylaws provide that the Company shall, to the
full extent permitted by the Delaware  General  Corporation Law, as amended from
time to time, indemnify and advance expenses to each of its currently acting and
former  directors,  officers,  employees and agents  arising in connection  with
their acting in such capacities.

         Certain  provisions  described  above may have the  effect of  delaying
shareholder  actions  with  respect to  certain  business  combinations  and the
election of new members to the Board of Directors. As such, the provisions could
have the effect of discouraging  open market  purchases of the Company's  Common
Stock because they may be considered  disadvantages by a shareholder who desires
to participate in a business combination or elect a new director.  The existence
of these provisions may have an adverse effect on the market price of the Common
Stock.

Transfer Agent and Registrar

         The transfer agent and registrar for the Common Stock is Fleet National
Bank.

                              SELLING STOCKHOLDERS

         There are set forth below,  with  respect to the Selling  Stockholders,
the number of shares of Common Stock owned on February  10, 1997,  the number of
shares to be  offered  or sold  after  that date and the  number of shares to be
owned after  completion  of the  offering.  91,222  shares of Common Stock being
offered  hereby have been acquired by the Selling  Shareholders  pursuant to the
exercise  of options  under the  GeoTel  Communications  Corporation  1995 Stock
Option  Plan.  466,566  shares of Common  Stock being  offered  hereby have been
issued to the Selling  Shareholders by the Company  pursuant to certain Employee
Compensation  Agreements  separately negotiated between each Selling Shareholder
and the Company.


                                                  

<PAGE>




<TABLE>

                                            Shares of Common Stock                                        Shares of Common Stock
                                           Beneficially Owned Prior                                      Beneficially Owned After
                                              to the Offering(1)                                               the Offering
<CAPTION>
                                                         Percentage of                                                Percentage of
                                       Number of          Outstanding          Shares to be          Number of        Outstanding
               Name                      Shares              Shares              Offered               Shares         Shares
----------------------------------- ----------------  -------------------- -------------------- --------------------  ------------
<S>                                          <C>              <C>                 <C>                  <C>              <C>   

John C. Thibault (2)                         442,974          3.4%                423,094               19,880            *
G. Wayne Andrews (3)                         439,613          3.4%                 15,171              424,442          3.2%
Steven H. Webber (4)                         391,822          3.0%                 10,782              381,040          2.9%
Louis J. Volpe (5)                           197,627          1.5%                 16,268              181,359          1.4%
James P. Kelly (6)                           104,332           *                    8,569               95,763            *
Timothy J. Allen (7)                          86,879           *                    11,879              75,000            *
Lawrence E. Johnson (8)                       72,036           *                     9,236              62,800            *
Jerry A. Stern (9)                            68,477           *                     5,944              62,533            *
Vincent J. Milano, Jr.(10)                    45,780           *                     3,840              41,940            *
Scott D. Kutil (11)                           42,037           *                     1,097              40,940            *
Charles R. Davis (12)                         39,486           *                     5,486              34,000            *
Bharat N. Shah (13)                           39,486           *                     5,486              34,000            *
Edward A. Bennett (14)                        36,194           *                     2,194              34,000            *
Russell A. Askey (15)                         29,708           *                     6,375              23,333            *
Thomas E. Hamilton, III (16)                  20,139           *                     4,389              18,000            *
Barry D. O'Sullivan (17)                      26,486           *                     5,486              21,000            *
Kenneth D. Jordan (18)                        25,993           *                     2,743              23,250            *
William P. Watson (19)                        23,486           *                     5,486              18,000            *
Sandra A. Green (20)                          18,986           *                     5,486              13,500            *
James G. Lyons (21)                           18,743           *                     2,743              16,000            *
Alberto Velella (22)                          12,097           *                     1,097              11,000            *
Kristin M. Desrochers (23)                     7,646           *                     1,646               6,000            *
James M. O'Brien (24)                          9,097           *                     1,097               8,000            *
Michael F. Buczynski (25)                      5,597           *                     1,097               4,500            *
Suzanne E. Bruneau (26)                        1,597           *                     1,097                 500            *
-------------------------
</TABLE>

(1)   Beneficial  ownership is determined  in  accordance  with the rules of the
      Securities  and Exchange  Commission.  In  computing  the number of shares
      beneficially  owned  by a  person  and the  percentage  ownership  of that
      person, shares of Common Stock subject to options held by that person that
      are currently exercisable,  or become exercisable within 60 days following
      February 10, 1997, are deemed outstanding.

(2)   Includes 22,844 shares of Common Stock held by Mr. Thibault's children 
      under the Massachusetts Uniform Transfer to Minors Act and 13,750 shares 
      of Common Stock issuable pursuant to currently exercisable stock
      options.  Mr. Thibault serves as President, Chief Executive Officer and 
      Director of the Company.

(3)   Includes 8,200 shares of Common Stock held by Mr. Andrews' children under 
      the Massachusetts Uniform Transfer to Minors Act and 3,000 shares of 
      Common Stock issuable pursuant to currently exercisable stock
      options.  Mr. Andrews serves as Vice President, Chief Technology Officer 
      and Director of the Company.


                                                    

<PAGE>



(4)   Includes 13,000 shares of Common Stock issuable pursuant to currently 
      exercisable stock options.  Mr. Webber serves as Vice President of 
      Engineering of the Company.

(5)   Includes  13,867  shares of Common  Stock  issuable  pursuant to currently
      exercisable  stock options and 102,052  shares of restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.  Mr. Volpe serves as Senior Vice President of Sales and Marketing of
      the Company.

(6)   Includes  5,333  shares of Common  Stock  issuable  pursuant to  currently
      exercisable  stock options and 31,300  shares of  restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.

(7)   Includes:  (i) 5,000 shares of Common Stock issuable pursuant to currently
      exercisable  stock options;  (ii) 42,000 shares of restricted Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost;  (iii) 7,000  shares of Common  Stock held by Mr.  Allen's  children
      under the  Massachusetts  Uniform  Transfer  to Minor Act;  and (iv) 3,782
      shares of Common Stock held  jointly by Mr. Allen and his wife.  Mr. Allen
      serves as Vice President of Finance,  Chief Financial  Officer,  Treasurer
      and Assistant Secretary of the Company.

(8)   Includes  5,600  shares of Common  Stock  issuable  pursuant to  currently
      exercisable  stock options and 21,020  shares of  restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.

(9)   Includes  5,333  shares of Common  Stock  issuable  pursuant to  currently
      exercisable  stock options and 21,923  shares of  restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.

(10)  Includes 15,380 shares of restricted Common Stock which remain subject to 
      vesting and the Company's right to repurchase at cost.

(11)  Includes 15,961 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(12)  Includes 14,800 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(13)  Includes:  (i) 15,000  shares of  restricted  Common  Stock  which  remain
      subject to vesting and the Company's  right to repurchase at cost and (ii)
      1,000 shares of Common Stock held jointly by Mr. Shah and his wife.

(14)  Includes 15,933 shares of restricted Common Stock which remain subject to 
      vesting and the Company's right to repurchase at cost.

(15)  Includes  3,333  shares of Common  Stock  issuable  pursuant to  currently
      exercisable  stock options and 11,667  shares of  restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.

(16)  Includes 8,750 shares of restricted Common Stock which remain subject to 
      vesting and the Company's right to repurchase at cost.

(17)  Includes 10,333 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.


                                                    

<PAGE>



(18)  Includes 12,017 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(19)  Includes  9,000 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(20)  Includes 7,917 shares of restricted Common Stock which remain subject
      to vesting and the Company's right to repurchase at cost.

(21)  Includes  8,167 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(22)  Includes  6,167 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(23)  Includes  2,500 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(24)  Includes  4,667 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(25)  Includes 2,550 shares of restricted Common Stock which remain subject
      to vesting and the Company's right to repurchase at cost.

(26)  Includes 317 shares of restricted Common Stock which remain subject to 
      vesting and the Company's right to repurchase at cost.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  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 thereof from the date
of filing of such documents.

         (a) The Company's  Prospectus dated November 20, 1996 filed pursuant to
Rule 424(b) under the Securities Act of 1933, which contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement  filed  by the  Company  under  the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.



                                                   

<PAGE>



         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or on any other  subsequently  filed document which is incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

         The Company will furnish  without charge to each person,  including any
beneficial  owner,  to whom this  Prospectus is delivered,  upon written or oral
request,  a copy of any and all of the information that has been incorporated by
reference in this Prospectus,  other than exhibits to such  information,  unless
such exhibits are  specifically  incorporated  by reference into the information
that this  Prospectus  incorporates.  Requests should be submitted in writing to
GeoTel  Communications   Corporation,  25  Porter  Road,  Littleton,  MA  01460,
Attention: Thomas J. Reid, Telephone Number: (508) 486-1100.

                              PLAN OF DISTRIBUTION

         The  distribution  of the shares of Common Stock offered  hereby by the
Selling  Stockholders  may be  effected  from  time  to  time  in  one  or  more
transactions  (which may involve block  transactions) on the Nasdaq Stock Market
or otherwise, in the over-the-counter market, in negotiated  transactions,  or a
combination of such methods of sale, at market prices  prevailing at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices. The Selling  Stockholders may effect such transactions by selling shares
to or through  broker-dealers,  and such broker-dealers may receive compensation
in the form of  underwriting  discounts,  concessions  or  commissions  from the
Selling  Stockholders and/or purchasers of shares for whom they may act as agent
(which  compensation  may be in excess of  customary  commissions).  The Selling
Stockholders and broker-dealers  that participate with the Selling  Stockholders
in the  distribution  of shares  may be deemed to be  "underwriters"  within the
meaning of Section 2(11) of the Securities  Act, and any commission  received by
them and any  profit on the  resale of shares  may be deemed to be  underwriting
compensation.

                                  LEGAL MATTERS

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed  upon for the  Company by  Hutchins,  Wheeler & Dittmar,  A  Professional
Corporation,  Boston, Massachusetts.  Anthony J. Medaglia, Jr., a shareholder of
Hutchins,  Wheeler & Dittmar,  is Secretary of the Company and beneficially owns
42,005 shares of Common Stock.

                                     EXPERTS

         The balance sheets of the Company as of December 31, 1995 and September
30, 1996, and the related  statements of operations,  stockholders'  deficit and
cash  flows for the year  ended  December  31,  1995 and the nine  months  ended
September 30, 1996 included in the Company's  Prospectus dated November 20, 1996
have been  incorporated  herein in  reliance  on the report of Coopers & Lybrand
L.L.P., independent accountants,  given on the authority of that firm as experts
in accounting and auditing.





                                                      

<PAGE>



         The  balance  sheet of the  Company  as of  December  31,  1994 and the
statements of  operations,  stockholders'  deficit and cash flows from inception
(June 4, 1993)  through  December  31, 1993 and for the year ended  December 31,
1994  incorporated by reference to the Company's  Prospectus  dated November 20,
1996 have been audited by Arthur Andersen LLP,  independent public  accountants,
as indicated in their reports with respect thereto,  and are incorporated herein
in reliance upon the authority of said firm as experts in giving said reports.

                             ADDITIONAL INFORMATION

The  Company  has  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission") a registration  statement on Form S-8 (herein, with all amendments
and exhibits  thereto,  referred to as the  "Registration  Statement") under the
Securities Act of 1933, as amended (the "Securities  Act"). This Prospectus does
not contain all the information set forth in the Registration Statement, certain
items of which are omitted in accordance  with the rules and  regulations of the
Commission.  The omitted  information  may be inspected and copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington,  D.C. 20549, and copies of all or any part thereof may
be obtained from the Commission  upon payment of certain fees  prescribed by the
Commission.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and in
accordance therewith files reports,  proxy statements and other information with
the  Commission.  Such reports,  proxy  statements and other  information may be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004 and
at the regional  offices of the Commission  located at Seven World Trade Center,
New York,  New York  10007 and  Northwestern  Atrium  Center,  500 West  Madison
Street,  Chicago,  Illinois 60606. Copies of such materials may also be obtained
from the Public  Reference  Section of the Commission,  450 Fifth Street,  N.W.,
Washington,  D.C. 20549,  and its public  reference  facilities in New York, New
York and Chicago, Illinois, at prescribed rates, or accessed on the Commission's
World  Wide Web site at  (http://www.sec.gov).  The  Company's  Common  Stock is
listed on The Nasdaq Stock Market's  National  Market,  and such reports,  proxy
statements and other  information can also be inspected at the Offices of Nasdaq
Operations, 1735 K Street, N.W., Washington D.C. 20006.

       No  person  is  authorized  to  give  any  information  or  to  make  any
representations  other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this  Prospectus,  and, if given
or made, such information or  representations  must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation by
anyone in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer or  solicitation.  The delivery of this  Prospectus  at any time shall not
under any  circumstances  create an implication that there has been no change in
the affairs of the Company since the date hereof.

       The Company  intends to distribute  to its  stockholders  annual  reports
containing financial statements audited by its independent  accountants and will
make available copies of quarterly  reports for the first three quarters of each
fiscal year containing unaudited financial information.



                                                    
<PAGE>



                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                    STATEMENT AND NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

       See "Incorporation of Documents by Reference" in the Resale Prospectus.

Item 4.  Description of Securities

       See "Description of Securities" in the Resale Prospectus

Item 5.  Interest of Named Experts and Counsel

       See "Legal Matters" and "Experts" in the Resale Prospectus

Item 6.  Indemnification of Directors and Officers.

       The Delaware General Corporate Law and the Company's Restated Certificate
of Incorporation and Amended and Restated By-laws, each to be effective upon the
closing of the offering,  provide for indemnification of the Company's directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee has no reasonable  chance to
believe were unlawful.  Reference is made to the Company's Restated  Certificate
of Incorporation  and Amended and Restated By-laws filed as Exhibits 3.1 and 3.2
hereto.

Item 7.  Exemption from Registration Claimed.

       The  restricted  securities  to be resold  pursuant to this  registration
statement  were sold in  transactions  by the Company as issuer not  involving a
public  offering as an exempt  transaction  under Section 4(2) of the Securities
Act of 1933, as amended.  Such restricted  securities were offered and issued to
employees  of the Company  pursuant to either  written  compensation  agreements
between the  Company and the  individual  employee or the  Company's  1995 Stock
Option Plan.

Item 8.  Exhibits and Financial Statement Schedules.

       (a) Exhibits.  The following is a list of exhibits filed as part of the 
                      Registration Statement.

       Exhibit No.                Title

       3.1        Amended and Restated Certificate of Incorporation of the 
                  Company (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the Securities
                  and Exchange Commission (Reg. No. 333-13263)).


                                                

<PAGE>



       3.2        By-Laws of the Company, as amended and restated (incorporated 
                  by reference to the Company's Registration Statement on 
                  Form S-1 filed with the Securities and Exchange
                  Commission (Reg. No. 333-13263)).

       4.1        Specimen of Stock Certificate representing shares of Common 
                  Stock (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the Securities
                  and Exchange Commission (Reg. No. 333-13263)).

       4.2        GeoTel Communications Corporation 1993 Restricted Stock 
                  Purchase Plan, as amended (incorporated by reference to the 
                  Company's Registration Statement on Form S-1 filed with the 
                  Securities and Exchange Commission (Reg. No. 333-13263)).

       4.3        GeoTel Communications Corporation 1995 Stock Option Plan, as 
                  amended (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the
                  Securities and Exchange Commission (Reg. No. 333-13263)).

       4.4        GeoTel Communications Corporation 1996 Employee Stock 
                  Purchase Plan, as amended (incorporated by reference to the 
                  Company's Registration Statement on Form S-1 filed
                  with the Securities and Exchange Commission 
                  (Reg. No. 333-13263)).

       5.1        Opinion  of  Hutchins,   Wheeler  &  Dittmar,  A  Professional
                  Corporation,  as to  the  legality  of  the  securities  being
                  registered.

       23.1       Consent of Coopers & Lybrand L.L.P.

       23.2       Consent of Arthur Andersen LLP.

       23.3       Consent of Hutchins, Wheeler & Dittmar, A Professional 
                  Corporation (included in Exhibit 5.1).

       24.1       Power of Attorney (included on the signature pages of the 
                  Registration Statement).

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                      (ii)    To reflect in the  prospectus  any facts or events
                              arising   after   the   effective   date   of  the
                              registration   statement   (or  the  most   recent
                              post-effective     amendment    thereof)    which,
                              individually  or in  the  aggregate,  represent  a
                              fundamental change in the information set forth in
                              the registration statement;


                                                       
<PAGE>



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

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

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

                  (3) To remove 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 undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or give, the latest annual report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (c) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant pursuant to the Restated  Certificate of Incorporation
and Amended and Restated  Bylaws of the  Registrant and the laws of the State of
Delaware,  or otherwise,  the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                                      

<PAGE>



Item 10.  Other Expenses of Issuance and Distribution.

           The following  table sets forth various  expenses in connection  with
the sale and distribution of the securities being registered  hereby as follows.
All  amounts  shown  are  estimates  except  for  the  Securities  and  Exchange
Commission registration fee:

           Registration fee under the Securities Act            $27,127
           Legal fees and expenses                              $10,000
           Accounting fees and expenses                         $ 1,000
           Miscellaneous                                        $ 1,000
                                                                --------
           Total                                                $39,127
                                                                =======








                                                 
<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 Littleton, Massachusetts on February 10, 1997.

                                         GEOTEL COMMUNICATIONS CORPORATION



                                              /s/ John C. Thibault
                                         John C. Thibault
                                         President and Chief Executive Officer



        KNOW ALL MEN BY THESE PRESENTS that each person whose signature  appears
below  constitutes and appoints John C. Thibault and Timothy J. Allen,  and each
of them,  with  the  power  to act  without  the  other,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him or in his name,  place and stead,  in any and all capacities to sign any
and all amendments or post-effective  amendments to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agents or either of them, or their or his substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

         Signature                     Title                        Date



       /s/ John C. Thibault       President, Chief           February 10, 1997
------------------------------
John C. Thibault                  Executive Officer
                                  and Director
                                  (principal executive
                                  officer)







                                                      
<PAGE>



        /s/ Timothy J. Allen      Vice President of Finance, February 10, 1997
-------------------------------
Timothy J. Allen                  Chief Financial Officer,
                                  Treasurer and
                                  Assistant Secretary
                                  (principal financial
                                  and accounting
                                  officer)



   /s/ G. Wayne Andrews           Director                   February 10, 1997
--------------------------------
G. Wayne Andrews



   /s/ Alexander V. d'Arbeloff    Director                  February 10, 1997
 --------------------------------
Alexander V. d'Arbeloff



      /s/ Gardner C. Hendrie      Director                  February 10, 1997
---------------------------------
Gardner C. Hendrie



      /s/ W. Michael Humphreys    Director                  February 10, 1997
--------------------------------
W. Michael Humphreys




                                                       
<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                                    EXHIBITS

                                       to

                                    FORM S-8



                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933




                        GEOTEL COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)




                                               
<PAGE>


Exhibit No.                                   Title

       3.1        Amended and Restated Certificate of Incorporation of the 
                  Company (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the
                  Securities and Exchange Commission (Reg. No. 333-13263)).

       3.2        By-Laws of the Company, as amended and restated 
                  (incorporated by reference to the Company's Registration 
                  Statement on Form S-1 filed with the Securities and
                  Exchange Commission (Reg. No. 333-13263)).

       4.1        Specimen of Stock Certificate representing shares of Common 
                  Stock (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the
                  Securities and Exchange Commission (Reg. No. 333-13263)).

       4.2        GeoTel Communications Corporation 1993 Restricted Stock 
                  Purchase Plan, as amended (incorporated by reference to the 
                  Company's Registration Statement on Form S-1 filed with the 
                  Securities and Exchange Commission (Reg. No. 333-
                  13263)).

       4.3        GeoTel Communications Corporation 1995 Stock Option Plan, as 
                  amended (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the Securities 
                  and Exchange Commission (Reg. No. 333-13263)).

       4.4        GeoTel Communications Corporation 1996 Employee Stock 
                  Purchase Plan, as amended (incorporated by reference to the 
                  Company's Registration Statement on Form S-1 filed with the 
                  Securities and Exchange Commission (Reg. No. 333-
                  13263)).

       5.1        Opinion  of  Hutchins,   Wheeler  &  Dittmar,  A  Professional
                  Corporation,  as to  the  legality  of  the  securities  being
                  registered.

       23.1       Consent of Coopers & Lybrand L.L.P.

       23.2       Consent of Arthur Andersen LLP.

       23.3       Consent of Hutchins, Wheeler & Dittmar, A Professional 
                  Corporation (included in Exhibit 5.1).

       24.1       Power of Attorney (included on the signature pages of the  
                  Registration Statement).



141897-4

                                              

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 58646}]
{"company-data": {"conformed-name": "GEOTEL COMMUNICATIONS CORP", "cik": "0001023905", "assigned-sic": "7372", "irs-number": "04319455", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21525", "film-number": "97523717"}, "business-address": {"street1": "25 PORTER RD", "city": "LITTLETON", "state": "MA", "zip": "01460", "phone": "5084861100"}, "mail-address": {"street1": "25 PORTER RD", "city": "LITTLETON", "state": "MA", "zip": "01460"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                        GEOTEL COMMUNICATIONS CORPORATION
               (Exact name of issuer as specified in its charter)
                               Delaware 04-3194255
          (State of Incorporation) (IRS Employer Identification Number)
                 25 Porter Road, Littleton, Massachusetts 01460
                    (Address of Principal Executive Offices)

                                 (508) 486-1100
              (Registrant's telephone number, including area code)

                        GEOTEL COMMUNICATIONS CORPORATION
                       1993 RESTRICTED STOCK PURCHASE PLAN
                             1995 STOCK OPTION PLAN
                        EMPLOYEE COMPENSATION AGREEMENTS
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)
Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable after the effective date of this Registration Statement.
        If the only securities  being  registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. o
        If any of the securities being registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest investment plans, check the following box.|X|
        If this Form is filed to register additional  securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. o
        If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. o
        If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box.  o

                         CALCULATION OF REGISTRATION FEE
===========================================================================

                                                          Proposed Maximum   Proposed Maximum
            Title of Securities           Amount to be   Offering Price Per  Aggregate Offering       Amount of
              to be Registered            Registered1          Share              Price          Registration Fee
GeoTel Communications Corporation
1993 Restricted Stock Purchase Plan
Common Stock, par value $.01 per share      937,727        $0.10 - 0.18            $129,132            $39

                                                         1
GeoTel Communications Corporation           971,796        $0.18 - $17.68(2)       $3,576,662          $1,084
1995 Stock Option Plan                    4,926,982                $16.25(3)      $80,063,458         $24,262
Common Stock, par value $.01 per share
GeoTel Communications Corporation           250,000                $16.25(3)       $4,062,500          $1,231
1996 Employee Stock Purchase Plan
Common Stock, par value $.01 per share
Employee Compensation Agreements            395,250                 $0.10             $39,525             $12
Common Stock,  par value $.01 per share      71,316                $2.336            $166,594             $50
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share       91,222                $16.25(4)       $1,482,358            $449
-----------------------------------------------------------------------------------------------------------------
Total                                     7,644,293                                                   $27,127
=================================================================================================================
(1)Also  registered  hereunder  are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.

(2) All such shares are issuable upon exercise of outstanding options with fixed
exercise prices.  Pursuant to Rule 457(h),  the aggregate offering price and the
fee have been  computed  upon the basis of the price at which the options may be
exercised.

(3) None of such shares are subject to outstanding  options.  The exercise price
of such options shall be determined at the time of grant. Accordingly,  pursuant
to Rule 457(c) and (h),  the price of $16.25 per share,  which is the average of
the high and low sale  prices  reported  on the Nasdaq  Stock  Market,  Inc.  on
February 7, 1997,  is set forth  solely for purposes of  calculating  the filing
fee.

(4) The registration fee has been calculated on the basis of the price of $16.25
per share,  which is the average of the high and low sale prices reported on the
Nasdaq Stock Market, Inc. on February 7, 1997.
Resale Prospectus

                     (As permitted by General Instruction C
               to Form S-8 and containing the information required
                   in a Prospectus prepared in accordance with
                  Form S-3, as to certain Selling Shareholders)
GEOTEL COMMUNICATIONS CORPORATION

PROSPECTUS

                         557,788 Shares of Common Stock
                                 Par Value $.01

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

         This  Prospectus  relates to 557,788 shares of Common Stock,  par value
$.01 per share (the "Common Stock") of GeoTel Communications Corporation (GeoTel
or the "Company")  which may be sold by the Selling  Stockholders.  See "Selling
Stockholders." The Company will not receive any of the proceeds from the sale of
shares by the Selling  Stockholders.  The Company  will pay the  expenses of the
offering, estimated at $39,127.

         The  Common  Stock of the  Company  is traded  in the  over-the-counter
market and quoted on the Nasdaq Stock Market's  National Market under the symbol
"GEOC." On  February  7, 1997,  the last sale  price for the  Common  Stock,  as
reported by Nasdaq Stock Market's National Market, was $16.00 per share.

    The date of this  Prospectus  is  February  10, 1997.
The Company

         GeoTel is a provider of  telecommunications  software solutions focused
on enhanced call routing technology that enables customer-oriented  companies to
deliver responsive and cost-effective  customer service.  The Company's software
solutions are aimed at decentralized or  service-oriented  corporations that use
call centers,  voice  response units and other  answering  resources to interact
with their customers. GeoTel's Intelligent CallRouter,  ("Intelligent CallRouter
or "ICR") is designed for companies that utilize multiple call centers to handle
high volumes of inbound  customer calls and regard their  effective  handling of
customer  interaction  through  call  center  technology  as a  key  competitive
advantage.  The Company is focused on open,  standards-based  software solutions
for  enterprise-wide  call  distribution  in  a  multi-  vendor,  multi-carrier,
fault-tolerant, distributed environment.

         ICR enables  enterprise-wide  call routing and  consolidated  real-time
management information at the network level. The ICR is an advanced call-by-call
routing  server that supports  multiple  routing  clients  independent  of their
location, toll-free carrier or switch provider. The multi-carrier,  multi-vendor
capabilities of the ICR allow the user to focus on delivering  premium  customer
service without the limitations of proprietary or customer developed  solutions.
Its open architecture  enables  interoperability  with other call processing and
call volume  management  systems  within an enterprise  and provides a means for
integrating these various  stand-alone  solutions.  The ICR can be interfaced to
agent  scheduling,  workflow  management and other call center management tools.
The  distributed  software fault  tolerance  implemented in the ICR provides the
mission-critical reliability required for enterprise-wide call distribution. The
Company also offers consulting and training, installation services and post-sale
maintenance and support services.

         GeoTel  sells its  software  and  services to large  corporations  with
multiple  call  center  locations  that are major  users of  inbound,  toll-free
services. The Company sells primarily through a direct sales force in the United
States and is also developing  strategic  relationships  both  domestically  and
internationally.  To date,  the Company  has  licensed  its  software to over 20
companies.

         The Company was  incorporated  in Delaware in June 1993.  The Company's
principal   executive  offices  are  located  at  25  Porter  Road,   Littleton,
Massachusetts 01460. The Company's telephone number is (508) 486-1100.

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

         Intelligent  CallRouter,  is a registered  trademark of the Company and
GeoTel is a trademark of the Company.

                                            PRICE RANGE OF COMMON STOCK

         The Common Stock of the Company has been  included for quotation in the
Nasdaq  National  Market  under the symbol  "GEOC" since the  Company's  initial
public offering of Common Stock on November 20, 1996.  Prior to that time, there
was no public  market for the Common Stock.  The following  tables set forth the
high and low closing  prices for the Common  Stock for the periods  indicated as
reported by the Nasdaq National Market:
Low                  High
1996:
Fourth Quarter (from November 20, 1996)      $12.00               $18.125

1997:
First Quarter (through February 7, 1997)     $13.50               $18.875

         On February 7, 1997, the last reported sale price was $16.00 per share.
As of December 31, 1996 there were 189 holders of record of the Company's Common
Stock. This does not reflect persons or entities who hold their stock in nominee
or "street" names through various brokerage firms.

                                 DIVIDEND POLICY

         The Company has never declared or paid any cash dividends on its Common
Stock  and  currently  intends  to  retain  all  available  funds for use in the
operation  and  expansion  of its  business.  The Company  does not,  therefore,
anticipate  that any cash dividends will be declared or paid in the  foreseeable
future.  The  Company's  current loan  agreement  prohibits  the payment of cash
dividends without the bank's consent.

                          DESCRIPTION OF CAPITAL STOCK

         The  authorized  capital  stock of the Company  consists of  40,000,000
shares  of Common  Stock,  $.01 par value per  share,  and  5,000,000  shares of
Preferred Stock, $.01 par value per share (the "Preferred Stock").

         The  following  summary of certain  provisions  of the Common Stock and
Preferred Stock does not purport to be complete and is subject to, and qualified
in its entirety by, the  provisions of the  Company's  Restated  Certificate  of
Incorporation   as  amended  and  restated   (the   "Restated   Certificate   of
Incorporation"),  Amended and Restated By-Laws of Company ("By-Laws"), copies of
which  are on file  with  the  Securities  and  Exchange  Commission  and by the
provisions of applicable law.

Common Stock

         Holders of Common  Stock are  entitled to one vote per share on matters
to be voted upon by the  stockholders.  There are no cumulative  voting  rights.
Holders of Common Stock are entitled to receive  ratable  dividends when, as and
if declared by the Board of Directors out of funds legally  available  therefor,
subject to any preferential  dividend rights of any then  outstanding  Preferred
Stock. Upon the liquidation,  dissolution or winding up of the Company,  holders
of Common  Stock  share  ratably  in the  assets of the  Company  available  for
distribution to its stockholders, subject to the preferential rights of any then
outstanding  Preferred  Stock.  The shares of Common Stock  outstanding upon the
effective  date of this  Prospectus  are, and the shares offered hereby will be,
when issued and paid for, fully paid and nonassessable.  The rights, preferences
and  privileges  of holders of Common Stock are subject to, and may be adversely
affected  by, the rights of  holders of shares of any  Preferred  Stock that the
Company may designate in the future.
Preferred Stock

         The Company's Board of Directors has the authority, without stockholder
approval,  to issue up to  5,000,000  shares of  Preferred  Stock in one or more
series and to fix the relative rights, preferences, privileges,  qualifications,
limitations and restrictions thereof, including dividend rights, dividend rates,
conversion  rights,  voting  rights,  terms of  redemption,  redemption  prices,
liquidation  preferences and the number of shares constituting any series or the
designation of such series.  The issuance of Preferred  Stock,  while  providing
desirable  flexibility  in  connection  with  possible  acquisitions  and  other
corporate purposes, could have the effect of delaying, deferring or preventing a
change in control of the Company,  may discourage bids for the Company's  Common
Stock at a premium over the market  price of the Common Stock and may  adversely
affect the market  price and the voting and other  rights of the  holders of the
Common Stock.  The Company has no present plans to issue any shares of Preferred
Stock.

Certain Charter, Bylaw and Statutory Provisions Affecting Stockholders

         Classified  Board and Other Matters.  The Company's  Board of Directors
will be divided into three classes,  each of which, after a transitional period,
will serve for three years,  with one class being  elected each year.  Under the
Delaware  General  Corporation  Law,  in the  case  of a  corporation  having  a
classified  Board,  stockholders  may remove a Director only for cause.  Advance
notice of  stockholder  nominations  and any other matter to be brought before a
meeting of stockholders will be required to be given in writing to the Secretary
of the  Company  within  the time  periods in the  Bylaws.  The  Certificate  of
Incorporation  provides that special meetings of stockholders of the Company may
be called only by the Board of Directors, the Chairman of the Board of Directors
or the President.  The Certificate of Incorporation also provides that no action
required  or  permitted  to be taken at any  Annual or  Special  Meeting  of the
Stockholders of the Company may be taken without a meeting, unless the unanimous
consent of  stockholders  entitled to vote thereon is obtained.  The affirmative
vote of the  holders  of at  least  80% of the  combined  voting  power  of then
outstanding  voting  stock of the Company  will be  required to alter,  amend or
repeal the foregoing  provisions.  The  classification of the Board of Directors
and the  limitations on the removal of directors and filling of vacancies  could
have the effect of making it more difficult for a third party to acquire,  or of
discouraging a third party from acquiring, control of the Company.

         Section  203 of  Delaware  Law.  Following  the  consummation  of  this
offering,  the Company will be subject to the "business  combination" statute of
the Delaware  General  Corporation  Law. In general,  such  statute  prohibits a
publicly-held   Delaware   corporation   from  engaging  in  various   "business
combination"  transactions  with any  "interested  stockholder"  for a period of
three  years  after the date of the  transaction  in which the person  became an
"interested stockholder," unless (i) the transaction is approved by the Board of
Directors prior to the date the interested stockholder obtains such status, (ii)
upon the  consummation  of the  transaction  which  resulted in the  stockholder
becoming an "interested  stockholder,"  the  "interested  stockholder"  owned at
least 85% of the voting  stock of the  corporation  outstanding  at the time the
transaction  commenced,  excluding  for  purposes of  determining  the number of
shares  outstanding those shares owned by (a) persons who are directors and also
officers and (b) employee stock plans in which employee participants do not have
the right to determine  confidentially  whether  shares held subject to the plan
will be tendered in a tender or exchange  offer,  or (iii) on or  subsequent  to
such date the "business  combination"  is approved by the board of directors and
authorized at an annual or special meeting of  stockholders,  and not by written
consent,  by the affirmative vote of at least 66 2/3% of the outstanding  voting
stock which is not owned by the "interested stockholder." A
"business  combination"  includes  mergers,  asset sales and other  transactions
resulting in a financial benefit to the stockholder. An "interested stockholder"
is a person who, together with affiliates and associates,  owns (or within three
years,  did own) 15% or more of a  corporation's  voting stock. By virtue of the
Company's  decision  not to elect out of the  statute's  provision,  the statute
applies to the Company.  The statute could prohibit or delay the  accomplishment
of mergers or other  takeover or change of control  attempts with respect to the
Company and, accordingly, may discourage attempts to acquire the Company.

         Directors  Liability.  The Certificate of  Incorporation of the Company
provides  that no  director  shall be  personally  liable to the  Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for (i) any breach of the  director's  duty of loyalty to the  Company or
its  stockholders;  (ii) acts or  omissions  not in good faith or which  involve
intentional  misconduct;  (iii) acts or omissions in respect of certain unlawful
dividend payments or stock  redemptions or repurchases;  or (iv) any transaction
from which such director derives improper personal  benefit.  The effect of this
provision  is to  eliminate  the  rights  of the  Company  and its  stockholders
(through  stockholders'  derivative  suits on behalf of the  Company) to recover
monetary  damages against a director for breach of the fiduciary duty of care as
a director  (including  breaches  resulting from negligent or grossly  negligent
behavior) except in the situations  described in clauses (i) through (iv) above.
The  limitations  summarized  above,  however,  do not affect the ability of the
Company or its  stockholders to seek  non-monetary  based  remedies,  such as an
injunction or  rescission,  against a director for breach of his fiduciary  duty
nor would such  limitations  limit liability under the Federal  Securities Laws.
The Company's Amended and Restated Bylaws provide that the Company shall, to the
full extent permitted by the Delaware  General  Corporation Law, as amended from
time to time, indemnify and advance expenses to each of its currently acting and
former  directors,  officers,  employees and agents  arising in connection  with
their acting in such capacities.

         Certain  provisions  described  above may have the  effect of  delaying
shareholder  actions  with  respect to  certain  business  combinations  and the
election of new members to the Board of Directors. As such, the provisions could
have the effect of discouraging  open market  purchases of the Company's  Common
Stock because they may be considered  disadvantages by a shareholder who desires
to participate in a business combination or elect a new director.  The existence
of these provisions may have an adverse effect on the market price of the Common
Stock.

Transfer Agent and Registrar

         The transfer agent and registrar for the Common Stock is Fleet National
Bank.

                              SELLING STOCKHOLDERS

         There are set forth below,  with  respect to the Selling  Stockholders,
the number of shares of Common Stock owned on February  10, 1997,  the number of
shares to be  offered  or sold  after  that date and the  number of shares to be
owned after  completion  of the  offering.  91,222  shares of Common Stock being
offered  hereby have been acquired by the Selling  Shareholders  pursuant to the
exercise  of options  under the  GeoTel  Communications  Corporation  1995 Stock
Option  Plan.  466,566  shares of Common  Stock being  offered  hereby have been
issued to the Selling  Shareholders by the Company  pursuant to certain Employee
Compensation  Agreements  separately negotiated between each Selling Shareholder
and the Company.
Shares of Common Stock                                        Shares of Common Stock
                                           Beneficially Owned Prior                                      Beneficially Owned After
                                              to the Offering(1)                                               the Offering
Percentage of                                                Percentage of
                                       Number of          Outstanding          Shares to be          Number of        Outstanding
               Name                      Shares              Shares              Offered               Shares         Shares
----------------------------------- ----------------  -------------------- -------------------- --------------------  ------------
John C. Thibault (2)                         442,974          3.4%                423,094               19,880            *
G. Wayne Andrews (3)                         439,613          3.4%                 15,171              424,442          3.2%
Steven H. Webber (4)                         391,822          3.0%                 10,782              381,040          2.9%
Louis J. Volpe (5)                           197,627          1.5%                 16,268              181,359          1.4%
James P. Kelly (6)                           104,332           *                    8,569               95,763            *
Timothy J. Allen (7)                          86,879           *                    11,879              75,000            *
Lawrence E. Johnson (8)                       72,036           *                     9,236              62,800            *
Jerry A. Stern (9)                            68,477           *                     5,944              62,533            *
Vincent J. Milano, Jr.(10)                    45,780           *                     3,840              41,940            *
Scott D. Kutil (11)                           42,037           *                     1,097              40,940            *
Charles R. Davis (12)                         39,486           *                     5,486              34,000            *
Bharat N. Shah (13)                           39,486           *                     5,486              34,000            *
Edward A. Bennett (14)                        36,194           *                     2,194              34,000            *
Russell A. Askey (15)                         29,708           *                     6,375              23,333            *
Thomas E. Hamilton, III (16)                  20,139           *                     4,389              18,000            *
Barry D. O'Sullivan (17)                      26,486           *                     5,486              21,000            *
Kenneth D. Jordan (18)                        25,993           *                     2,743              23,250            *
William P. Watson (19)                        23,486           *                     5,486              18,000            *
Sandra A. Green (20)                          18,986           *                     5,486              13,500            *
James G. Lyons (21)                           18,743           *                     2,743              16,000            *
Alberto Velella (22)                          12,097           *                     1,097              11,000            *
Kristin M. Desrochers (23)                     7,646           *                     1,646               6,000            *
James M. O'Brien (24)                          9,097           *                     1,097               8,000            *
Michael F. Buczynski (25)                      5,597           *                     1,097               4,500            *
Suzanne E. Bruneau (26)                        1,597           *                     1,097                 500            *
-------------------------
(1)   Beneficial  ownership is determined  in  accordance  with the rules of the
      Securities  and Exchange  Commission.  In  computing  the number of shares
      beneficially  owned  by a  person  and the  percentage  ownership  of that
      person, shares of Common Stock subject to options held by that person that
      are currently exercisable,  or become exercisable within 60 days following
      February 10, 1997, are deemed outstanding.

(2)   Includes 22,844 shares of Common Stock held by Mr. Thibault's children 
      under the Massachusetts Uniform Transfer to Minors Act and 13,750 shares 
      of Common Stock issuable pursuant to currently exercisable stock
      options.  Mr. Thibault serves as President, Chief Executive Officer and 
      Director of the Company.

(3)   Includes 8,200 shares of Common Stock held by Mr. Andrews' children under 
      the Massachusetts Uniform Transfer to Minors Act and 3,000 shares of 
      Common Stock issuable pursuant to currently exercisable stock
      options.  Mr. Andrews serves as Vice President, Chief Technology Officer 
      and Director of the Company.
(4)   Includes 13,000 shares of Common Stock issuable pursuant to currently 
      exercisable stock options.  Mr. Webber serves as Vice President of 
      Engineering of the Company.

(5)   Includes  13,867  shares of Common  Stock  issuable  pursuant to currently
      exercisable  stock options and 102,052  shares of restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.  Mr. Volpe serves as Senior Vice President of Sales and Marketing of
      the Company.

(6)   Includes  5,333  shares of Common  Stock  issuable  pursuant to  currently
      exercisable  stock options and 31,300  shares of  restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.

(7)   Includes:  (i) 5,000 shares of Common Stock issuable pursuant to currently
      exercisable  stock options;  (ii) 42,000 shares of restricted Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost;  (iii) 7,000  shares of Common  Stock held by Mr.  Allen's  children
      under the  Massachusetts  Uniform  Transfer  to Minor Act;  and (iv) 3,782
      shares of Common Stock held  jointly by Mr. Allen and his wife.  Mr. Allen
      serves as Vice President of Finance,  Chief Financial  Officer,  Treasurer
      and Assistant Secretary of the Company.

(8)   Includes  5,600  shares of Common  Stock  issuable  pursuant to  currently
      exercisable  stock options and 21,020  shares of  restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.

(9)   Includes  5,333  shares of Common  Stock  issuable  pursuant to  currently
      exercisable  stock options and 21,923  shares of  restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.

(10)  Includes 15,380 shares of restricted Common Stock which remain subject to 
      vesting and the Company's right to repurchase at cost.

(11)  Includes 15,961 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(12)  Includes 14,800 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(13)  Includes:  (i) 15,000  shares of  restricted  Common  Stock  which  remain
      subject to vesting and the Company's  right to repurchase at cost and (ii)
      1,000 shares of Common Stock held jointly by Mr. Shah and his wife.

(14)  Includes 15,933 shares of restricted Common Stock which remain subject to 
      vesting and the Company's right to repurchase at cost.

(15)  Includes  3,333  shares of Common  Stock  issuable  pursuant to  currently
      exercisable  stock options and 11,667  shares of  restricted  Common Stock
      which remain  subject to vesting and the Company's  right to repurchase at
      cost.

(16)  Includes 8,750 shares of restricted Common Stock which remain subject to 
      vesting and the Company's right to repurchase at cost.

(17)  Includes 10,333 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.
(18)  Includes 12,017 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(19)  Includes  9,000 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(20)  Includes 7,917 shares of restricted Common Stock which remain subject
      to vesting and the Company's right to repurchase at cost.

(21)  Includes  8,167 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(22)  Includes  6,167 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(23)  Includes  2,500 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(24)  Includes  4,667 shares of restricted  Common Stock which remain subject to
      vesting and the Company's right to repurchase at cost.

(25)  Includes 2,550 shares of restricted Common Stock which remain subject
      to vesting and the Company's right to repurchase at cost.

(26)  Includes 317 shares of restricted Common Stock which remain subject to 
      vesting and the Company's right to repurchase at cost.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  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 thereof from the date
of filing of such documents.

         (a) The Company's  Prospectus dated November 20, 1996 filed pursuant to
Rule 424(b) under the Securities Act of 1933, which contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement  filed  by the  Company  under  the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.
Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or on any other  subsequently  filed document which is incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

         The Company will furnish  without charge to each person,  including any
beneficial  owner,  to whom this  Prospectus is delivered,  upon written or oral
request,  a copy of any and all of the information that has been incorporated by
reference in this Prospectus,  other than exhibits to such  information,  unless
such exhibits are  specifically  incorporated  by reference into the information
that this  Prospectus  incorporates.  Requests should be submitted in writing to
GeoTel  Communications   Corporation,  25  Porter  Road,  Littleton,  MA  01460,
Attention: Thomas J. Reid, Telephone Number: (508) 486-1100.

                              PLAN OF DISTRIBUTION

         The  distribution  of the shares of Common Stock offered  hereby by the
Selling  Stockholders  may be  effected  from  time  to  time  in  one  or  more
transactions  (which may involve block  transactions) on the Nasdaq Stock Market
or otherwise, in the over-the-counter market, in negotiated  transactions,  or a
combination of such methods of sale, at market prices  prevailing at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices. The Selling  Stockholders may effect such transactions by selling shares
to or through  broker-dealers,  and such broker-dealers may receive compensation
in the form of  underwriting  discounts,  concessions  or  commissions  from the
Selling  Stockholders and/or purchasers of shares for whom they may act as agent
(which  compensation  may be in excess of  customary  commissions).  The Selling
Stockholders and broker-dealers  that participate with the Selling  Stockholders
in the  distribution  of shares  may be deemed to be  "underwriters"  within the
meaning of Section 2(11) of the Securities  Act, and any commission  received by
them and any  profit on the  resale of shares  may be deemed to be  underwriting
compensation.

                                  LEGAL MATTERS

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed  upon for the  Company by  Hutchins,  Wheeler & Dittmar,  A  Professional
Corporation,  Boston, Massachusetts.  Anthony J. Medaglia, Jr., a shareholder of
Hutchins,  Wheeler & Dittmar,  is Secretary of the Company and beneficially owns
42,005 shares of Common Stock.

                                     EXPERTS

         The balance sheets of the Company as of December 31, 1995 and September
30, 1996, and the related  statements of operations,  stockholders'  deficit and
cash  flows for the year  ended  December  31,  1995 and the nine  months  ended
September 30, 1996 included in the Company's  Prospectus dated November 20, 1996
have been  incorporated  herein in  reliance  on the report of Coopers & Lybrand
L.L.P., independent accountants,  given on the authority of that firm as experts
in accounting and auditing.
The  balance  sheet of the  Company  as of  December  31,  1994 and the
statements of  operations,  stockholders'  deficit and cash flows from inception
(June 4, 1993)  through  December  31, 1993 and for the year ended  December 31,
1994  incorporated by reference to the Company's  Prospectus  dated November 20,
1996 have been audited by Arthur Andersen LLP,  independent public  accountants,
as indicated in their reports with respect thereto,  and are incorporated herein
in reliance upon the authority of said firm as experts in giving said reports.

                             ADDITIONAL INFORMATION

The  Company  has  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission") a registration  statement on Form S-8 (herein, with all amendments
and exhibits  thereto,  referred to as the  "Registration  Statement") under the
Securities Act of 1933, as amended (the "Securities  Act"). This Prospectus does
not contain all the information set forth in the Registration Statement, certain
items of which are omitted in accordance  with the rules and  regulations of the
Commission.  The omitted  information  may be inspected and copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington,  D.C. 20549, and copies of all or any part thereof may
be obtained from the Commission  upon payment of certain fees  prescribed by the
Commission.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and in
accordance therewith files reports,  proxy statements and other information with
the  Commission.  Such reports,  proxy  statements and other  information may be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004 and
at the regional  offices of the Commission  located at Seven World Trade Center,
New York,  New York  10007 and  Northwestern  Atrium  Center,  500 West  Madison
Street,  Chicago,  Illinois 60606. Copies of such materials may also be obtained
from the Public  Reference  Section of the Commission,  450 Fifth Street,  N.W.,
Washington,  D.C. 20549,  and its public  reference  facilities in New York, New
York and Chicago, Illinois, at prescribed rates, or accessed on the Commission's
World  Wide Web site at  (http://www.sec.gov).  The  Company's  Common  Stock is
listed on The Nasdaq Stock Market's  National  Market,  and such reports,  proxy
statements and other  information can also be inspected at the Offices of Nasdaq
Operations, 1735 K Street, N.W., Washington D.C. 20006.

       No  person  is  authorized  to  give  any  information  or  to  make  any
representations  other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this  Prospectus,  and, if given
or made, such information or  representations  must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation by
anyone in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer or  solicitation.  The delivery of this  Prospectus  at any time shall not
under any  circumstances  create an implication that there has been no change in
the affairs of the Company since the date hereof.

       The Company  intends to distribute  to its  stockholders  annual  reports
containing financial statements audited by its independent  accountants and will
make available copies of quarterly  reports for the first three quarters of each
fiscal year containing unaudited financial information.
PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                    STATEMENT AND NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

       See "Incorporation of Documents by Reference" in the Resale Prospectus.

Item 4.  Description of Securities

       See "Description of Securities" in the Resale Prospectus

Item 5.  Interest of Named Experts and Counsel

       See "Legal Matters" and "Experts" in the Resale Prospectus

Item 6.  Indemnification of Directors and Officers.

       The Delaware General Corporate Law and the Company's Restated Certificate
of Incorporation and Amended and Restated By-laws, each to be effective upon the
closing of the offering,  provide for indemnification of the Company's directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee has no reasonable  chance to
believe were unlawful.  Reference is made to the Company's Restated  Certificate
of Incorporation  and Amended and Restated By-laws filed as Exhibits 3.1 and 3.2
hereto.

Item 7.  Exemption from Registration Claimed.

       The  restricted  securities  to be resold  pursuant to this  registration
statement  were sold in  transactions  by the Company as issuer not  involving a
public  offering as an exempt  transaction  under Section 4(2) of the Securities
Act of 1933, as amended.  Such restricted  securities were offered and issued to
employees  of the Company  pursuant to either  written  compensation  agreements
between the  Company and the  individual  employee or the  Company's  1995 Stock
Option Plan.

Item 8.  Exhibits and Financial Statement Schedules.

       (a) Exhibits.  The following is a list of exhibits filed as part of the 
                      Registration Statement.

       Exhibit No.                Title

       3.1        Amended and Restated Certificate of Incorporation of the 
                  Company (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the Securities
                  and Exchange Commission (Reg. No. 333-13263)).
3.2        By-Laws of the Company, as amended and restated (incorporated 
                  by reference to the Company's Registration Statement on 
                  Form S-1 filed with the Securities and Exchange
                  Commission (Reg. No. 333-13263)).

       4.1        Specimen of Stock Certificate representing shares of Common 
                  Stock (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the Securities
                  and Exchange Commission (Reg. No. 333-13263)).

       4.2        GeoTel Communications Corporation 1993 Restricted Stock 
                  Purchase Plan, as amended (incorporated by reference to the 
                  Company's Registration Statement on Form S-1 filed with the 
                  Securities and Exchange Commission (Reg. No. 333-13263)).

       4.3        GeoTel Communications Corporation 1995 Stock Option Plan, as 
                  amended (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the
                  Securities and Exchange Commission (Reg. No. 333-13263)).

       4.4        GeoTel Communications Corporation 1996 Employee Stock 
                  Purchase Plan, as amended (incorporated by reference to the 
                  Company's Registration Statement on Form S-1 filed
                  with the Securities and Exchange Commission 
                  (Reg. No. 333-13263)).

       5.1        Opinion  of  Hutchins,   Wheeler  &  Dittmar,  A  Professional
                  Corporation,  as to  the  legality  of  the  securities  being
                  registered.

       23.1       Consent of Coopers & Lybrand L.L.P.

       23.2       Consent of Arthur Andersen LLP.

       23.3       Consent of Hutchins, Wheeler & Dittmar, A Professional 
                  Corporation (included in Exhibit 5.1).

       24.1       Power of Attorney (included on the signature pages of the 
                  Registration Statement).

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                      (ii)    To reflect in the  prospectus  any facts or events
                              arising   after   the   effective   date   of  the
                              registration   statement   (or  the  most   recent
                              post-effective     amendment    thereof)    which,
                              individually  or in  the  aggregate,  represent  a
                              fundamental change in the information set forth in
                              the registration statement;
(iii)   To include any material  information  with respect
                              to  the  plan  of   distribution   not  previously
                              disclosed  in the  registration  statement  or any
                              material   change  to  such   information  in  the
                              registration statement;

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

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

                  (3) To remove 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 undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or give, the latest annual report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (c) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant pursuant to the Restated  Certificate of Incorporation
and Amended and Restated  Bylaws of the  Registrant and the laws of the State of
Delaware,  or otherwise,  the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 10.  Other Expenses of Issuance and Distribution.

           The following  table sets forth various  expenses in connection  with
the sale and distribution of the securities being registered  hereby as follows.
All  amounts  shown  are  estimates  except  for  the  Securities  and  Exchange
Commission registration fee:

           Registration fee under the Securities Act            $27,127
           Legal fees and expenses                              $10,000
           Accounting fees and expenses                         $ 1,000
           Miscellaneous                                        $ 1,000
                                                                --------
           Total                                                $39,127
                                                                =======
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 Littleton, Massachusetts on February 10, 1997.

                                         GEOTEL COMMUNICATIONS CORPORATION

                                              /s/ John C. Thibault
                                         John C. Thibault
                                         President and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS that each person whose signature  appears
below  constitutes and appoints John C. Thibault and Timothy J. Allen,  and each
of them,  with  the  power  to act  without  the  other,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him or in his name,  place and stead,  in any and all capacities to sign any
and all amendments or post-effective  amendments to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agents or either of them, or their or his substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

         Signature                     Title                        Date

       /s/ John C. Thibault       President, Chief           February 10, 1997
------------------------------
John C. Thibault                  Executive Officer
                                  and Director
                                  (principal executive
                                  officer)
/s/ Timothy J. Allen      Vice President of Finance, February 10, 1997
-------------------------------
Timothy J. Allen                  Chief Financial Officer,
                                  Treasurer and
                                  Assistant Secretary
                                  (principal financial
                                  and accounting
                                  officer)

   /s/ G. Wayne Andrews           Director                   February 10, 1997
--------------------------------
G. Wayne Andrews

   /s/ Alexander V. d'Arbeloff    Director                  February 10, 1997
 --------------------------------
Alexander V. d'Arbeloff

      /s/ Gardner C. Hendrie      Director                  February 10, 1997
---------------------------------
Gardner C. Hendrie

      /s/ W. Michael Humphreys    Director                  February 10, 1997
--------------------------------
W. Michael Humphreys
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                        GEOTEL COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)
Exhibit No.                                   Title

       3.1        Amended and Restated Certificate of Incorporation of the 
                  Company (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the
                  Securities and Exchange Commission (Reg. No. 333-13263)).

       3.2        By-Laws of the Company, as amended and restated 
                  (incorporated by reference to the Company's Registration 
                  Statement on Form S-1 filed with the Securities and
                  Exchange Commission (Reg. No. 333-13263)).

       4.1        Specimen of Stock Certificate representing shares of Common 
                  Stock (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the
                  Securities and Exchange Commission (Reg. No. 333-13263)).

       4.2        GeoTel Communications Corporation 1993 Restricted Stock 
                  Purchase Plan, as amended (incorporated by reference to the 
                  Company's Registration Statement on Form S-1 filed with the 
                  Securities and Exchange Commission (Reg. No. 333-
                  13263)).

       4.3        GeoTel Communications Corporation 1995 Stock Option Plan, as 
                  amended (incorporated by reference to the Company's 
                  Registration Statement on Form S-1 filed with the Securities 
                  and Exchange Commission (Reg. No. 333-13263)).

       4.4        GeoTel Communications Corporation 1996 Employee Stock 
                  Purchase Plan, as amended (incorporated by reference to the 
                  Company's Registration Statement on Form S-1 filed with the 
                  Securities and Exchange Commission (Reg. No. 333-
                  13263)).

       5.1        Opinion  of  Hutchins,   Wheeler  &  Dittmar,  A  Professional
                  Corporation,  as to  the  legality  of  the  securities  being
                  registered.

       23.1       Consent of Coopers & Lybrand L.L.P.

       23.2       Consent of Arthur Andersen LLP.

       23.3       Consent of Hutchins, Wheeler & Dittmar, A Professional 
                  Corporation (included in Exhibit 5.1).

       24.1       Power of Attorney (included on the signature pages of the  
                  Registration Statement).

141897-4