<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                      ----------------------------------
                      FORM S-8 TO REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                TELEGLOBE INC.
                      ----------------------------------
              (Exact name of issuer as specified in its charter)
                    Canada                       Not applicable
           -------------------------------     --------------------
           (State or other jurisdiction of     (I. R. S. Employer
           incorporation or organization)      Identification No.)
                      1000 de la Gauchetiere Street West
                                  24th Floor
                       Montreal, Quebec, Canada  H3B 4X5
                    ---------------------------------------
                   (Address of Principal Executive Offices)
                                TELEGLOBE INC.
                    AMENDED AND RESTATED STOCK OPTION PLAN
                    ---------------------------------------
                           (Full title of the plan)
                            Andre Bourbonnais, Esq.
          Vice President, Chief Legal Officer and Corporate Secretary
                                Teleglobe Inc.
                      1000 de la Gauchetiere Street West
                                  24th Floor
                       Montreal, Quebec, Canada  H3B 4X5
                   -----------------------------------------
                    (Name and address of agent for service)
                   Telephone number, including area code, of
                       agent for service: (514) 868-7722

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of               Amount to be      Proposed Maximum     Proposed Maximum       Amount of Fee
Securities to be       Registered        Offering Price       Aggregated
Registered                               per Share            Offering Price
---------------------------------------------------------------------------------------------------
<S>                    <C>               <C>                  <C>                    <C>
Common Shares, no      8,000,000 shares     $29.50 (a)             $236,000,000      $65,608 (b)
par value.
---------------------------------------------------------------------------------------------------
</TABLE>

(a)  Price will be determined according to plan rules, using the market value of
the Common Shares as reported on The New York Stock Exchange.

(b)  Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$29.50 which is the closing price of Teleglobe Inc. Common Shares on June 8,
1999, as reported on The New York Stock Exchange, which is within five (5)
business days prior to the date of filing.
<PAGE>

Part II.
Information Required in the Registration Statement.

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

The following documents filed by Teleglobe Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this registration statement, except to the extent that any
statement or information contained therein is modified, superseded or replaced
by a statement or information contained in any subsequently filed document
incorporated herein by reference:

     (a)  The Company's Annual Report on Form 40-F for the year ended December
          31, 1998;

     (b)  The Company's Reports of Foreign Issuer on Forms 6-K dated May 20,
          1998, as amended by Form 6-K/A dated October 9, 1998, June 15, 1998,
          June 24, 1998, August 12, 1998, September 3, 1998, as amended by Form
          6-K/A dated October 9, 1998, October 22, 1998, November 10, 1998,
          November 13, 1998, December 3, 1998, and May 19, 1999;

     (c)  The Company's Form F-4 dated September 4, 1998, as amended October 9,
          1998; and

     (d)  The Company's description of its common shares contained in the
          registration statement on Form 40-F (file number 333-62945).

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

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

The validity of the securities offered hereby has been passed upon for the
Company by Andre Bourbonnais, Esquire, 1000 de la Gauchetiere Street West,
Montreal, Quebec, Canada H3B 4X5. At April 30, 1999, Mr. Bourbonnais held 74,396
common shares of the Company, which includes 73,296 shares which Mr. Bourbonnais
has the right to acquire pursuant to stock options.

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

Sections 16 and 17 of Teleglobe's By-Laws provide as follows:

          "16.  Limitation of Liability
<PAGE>

     No director or officer of the Corporation ("Corporation" in this Item 6
     refers to Teleglobe) shall be liable for the acts, receipts, neglects or
     defaults of any other director or officer or employee or for joining in any
     receipts or other act for conformity or for any loss or expense happening
     to the Corporation through the insufficiency or deficiency of title to any
     property acquired by order of the Board for, or on behalf of, the
     Corporation or for the insufficiency or deficiency of any security in or
     upon which any of the moneys of the Corporation shall be invested, or for
     any loss or damage arising from the bankruptcy, insolvency or tortious acts
     of any person with whom any of the moneys, securities or effects of the
     Corporation shall be deposited or from any loss occasioned by any error of
     judgment or oversight on his part, or for any other loss, damage or
     misfortune whatever which shall happen in the execution of the duties of
     his office or in relation thereto unless the same shall happen through his
     own willful act or default. Nothing herein contained shall relieve any
     director or officer of the Corporation from his duty to act in accordance
     with the Act ("Act" in this Item 6 refers to The Canada Business
     Corporation Act) or from liability for any breach thereof.

          17.  Indemnification

     The Corporation shall indemnify a director or officer, a former director or
     officer, or a person who acts or acted at the request of the Corporation as
     a director or officer of a body corporate of which the Corporation is or
     was a shareholder or creditor (or a person who undertakes or has undertaken
     any liability on behalf of the Corporation or any such body corporate) and
     the heirs, executors, administrators and legal representatives of such
     person, from and against all costs, charges and expenses whatsoever,
     including all amounts paid to settle an action or satisfy a judgment
     sustained or reasonably incurred by him in respect of any civil, criminal
     or administrative action or proceeding to which he is made a party by
     reason of being or having been a director or officer of the Corporation or
     such body corporate if:

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

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

     The Corporation shall, subject to the Act, indemnify such persons to the
     same extent in respect of any action by or on behalf of the Corporation to
     procure a judgment in favor
<PAGE>

     of the Corporation to which he is made a party by reason of being or having
     been a director or an officer of the Corporation if the aforesaid
     conditions (a) and (b) are fulfilled. Subject to the Act, the Corporation
     shall indemnify every person who has been substantially successful in the
     defense of any civil, criminal or administrative action or proceeding to
     which he is made a party by reason of being or having been a director or
     officer of the Corporation against all costs, charges and expenses
     reasonably incurred by such person in respect of such action or proceeding.

     For greater certainty and without limiting the generality of the foregoing,
     the Corporation shall indemnify and save harmless such persons from and
     against any liability sustained by them for the acts, receipts, neglects or
     defaults of any other director or officer or employee of the Corporation or
     for joining in any receipt or act for conformity or for any loss, damage or
     expense of the Corporation arising through the insufficiency or deficiency
     of title to any property acquired by order of the Board for or on behalf of
     the Corporation or for the insufficiency or deficiency of any security in
     or upon which any of the moneys of or belonging to the Corporation shall be
     placed out or invested or for any loss or damages arising from the
     bankruptcy, insolvency or tortious act of any person, firm or corporation
     with whom or which any moneys, securities or effects shall be lodged or
     deposited or for any other loss, damage or misfortune whatsoever which may
     occur in the execution of the duties of their office or in relation
     thereto, if the aforesaid conditions (a) and (b) are fulfilled. Subject to
     the Act, the Corporation may purchase and maintain for the benefit of any
     person referred to in this section insurance against any liability incurred
     by him under the Act in his capacity as a director or officer of the
     Corporation."

Teleglobe has purchased a policy of insurance for the benefit of itself and the
directors and officers of Teleglobe against liability incurred by the directors
and officers in the performance of their duties. The aggregate amount of
coverage is US$125,000,000 in respect of any and all claims. By the terms of the
policy, in circumstances where a director or officer has a claim against
Teleglobe in respect of a loss covered by the policy, Teleglobe may claim on the
policy for 100% of the loss less the deductible of US$100,000 other than for
securities laws violations and the deductible of US$250,000 for securities laws
violations applicable to a claim which may be indemnified by Teleglobe under the
policy. In addition, where a director or officer has a claim against the
insurers in respect of a loss covered by the policy, the director or officer may
claim on the policy for 100% of the loss.
<PAGE>

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

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

4(a)                              Certificate of Amalgamation of the Company
                                  (incorporated by reference to the Company's
                                  Form S-8, filed June 9, 1999, File Number 333-
                                  80323).

4(b)                              By-laws of Company, as amended (incorporated
                                  by reference to the Company's Form S-8, filed
                                  June 9, 1999, File Number 333-80323).

4(c)                              Teleglobe Inc. Amended and Restated Stock
                                  Option Plan (filed herewith).

5                                 Opinion of Counsel re: Legality.

23(a)                             Consent of Independent Accountants.

23(b)                             Consent of Counsel (included in Exhibit 5).



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

(a)  The undersigned Company 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, as amended (the "1933 Act");

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

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

          provided, however, that paragraphs (a)(1)(i) and
          --------  -------
<PAGE>

          (a)(1)(ii) above 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 Company pursuant to Section
          13 or Section 15(d) of the 1934 Act that are incorporated by reference
          in the registration statement.


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

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

(4)  To file a post-effective amendment to the registration statement to include
     any Financial Statements required by Rule 3-19 of Item 512 of Regulation 5-
     K a the start of any delayed offering o throughout a continuous offering.

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

     (c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.
<PAGE>

                                  SIGNATURES
                                  ----------


     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Montreal, Province of Quebec, Canada on this 10th day of June, 1999.

                              TELEGLOBE INC.


                              By:/s/Charles Sirois
                              ----------------------------------------
                              Charles Sirois, Chairman and Chief
                              Executive Officer

     Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities indicated on this
10th day of June, 1999.

SIGNATURE                                    TITLE
---------                                    -----

/s/Kenny A. Troutt                           Vice Chairman, President,
------------------
Kenny A. Troutt                              Chief Operating Officer and
                                             Director


/s/Claude Sequin                             Principal Financial Officer
----------------
Claude Sequin


/s/Francois Laurin                           Principal Accounting Officer
------------------
Francois Laurin


/s/Derek H. Burney                           Director
------------------
Derek H. Burney


/s/Bruno Ducharme                            Director
-----------------
Bruno Ducharme


/s/A. Michael Hainsfurther                   Director
--------------------------
A. Michael Hainsfurther


/s/John A. MacDonald                         Director
--------------------
John A. MacDonald


/s/T. Allen McArtor                          Director
-------------------
T. Allen McArtor


/s/C. Edward Medland                         Director
--------------------
C. Edward Medland


/s/Jean C. Monty                             Director
----------------
Jean C. Monty


/s/Marvin Moses                              Director
---------------
Marvin Moses


/s/Carmand Normand                           Director
------------------
Carmand Normand


/s/Gregory S. Oliver                         Director
--------------------
Gregory S. Oliver


/s/Stephen R. Smith                          Director
-------------------
Stephen R. Smith



/s/H. Arnold Steinberg                       Director
----------------------
H. Arnold Steinberg



/s/John M. Zrno                              Director
---------------
John M. Zrno
[{"type": "S-8", "sequence": "1", "description": "LETTER TO EMPLOYEES", "secsgml_size_bytes": 18739}]
{"company-data": {"conformed-name": "TELEGLOBE INC", "cik": "0000835904", "assigned-sic": "4813", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80385", "film-number": "99643961"}, "business-address": {"street1": "1000 RUE DE LA GAUEHETIERE OUEST", "street2": "ST LAURENT", "city": "QUEBEC CANADA H4T 1", "state": "A8", "phone": "2128687272"}, "mail-address": {"street1": "1000 RUE DE LA GAUEHETIERE OUEST", "city": "QUEBEC CANA", "state": "A8"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                      ----------------------------------
                      FORM S-8 TO REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                TELEGLOBE INC.
                      ----------------------------------
              (Exact name of issuer as specified in its charter)
                    Canada                       Not applicable
           -------------------------------     --------------------
           (State or other jurisdiction of     (I. R. S. Employer
           incorporation or organization)      Identification No.)
                      1000 de la Gauchetiere Street West
                                  24th Floor
                       Montreal, Quebec, Canada  H3B 4X5
                    ---------------------------------------
                   (Address of Principal Executive Offices)
                                TELEGLOBE INC.
                    AMENDED AND RESTATED STOCK OPTION PLAN
                    ---------------------------------------
                           (Full title of the plan)
                            Andre Bourbonnais, Esq.
          Vice President, Chief Legal Officer and Corporate Secretary
                                Teleglobe Inc.
                      1000 de la Gauchetiere Street West
                                  24th Floor
                       Montreal, Quebec, Canada  H3B 4X5
                   -----------------------------------------
                    (Name and address of agent for service)
                   Telephone number, including area code, of
                       agent for service: (514) 868-7722

                        CALCULATION OF REGISTRATION FEE
Title of               Amount to be      Proposed Maximum     Proposed Maximum       Amount of Fee
Securities to be       Registered        Offering Price       Aggregated
Registered                               per Share            Offering Price
---------------------------------------------------------------------------------------------------
Common Shares, no      8,000,000 shares     $29.50 (a)             $236,000,000      $65,608 (b)
par value.
---------------------------------------------------------------------------------------------------
(a)  Price will be determined according to plan rules, using the market value of
the Common Shares as reported on The New York Stock Exchange.

(b)  Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$29.50 which is the closing price of Teleglobe Inc. Common Shares on June 8,
1999, as reported on The New York Stock Exchange, which is within five (5)
business days prior to the date of filing.
Part II.
Information Required in the Registration Statement.

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

The following documents filed by Teleglobe Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this registration statement, except to the extent that any
statement or information contained therein is modified, superseded or replaced
by a statement or information contained in any subsequently filed document
incorporated herein by reference:

     (a)  The Company's Annual Report on Form 40-F for the year ended December
          31, 1998;

     (b)  The Company's Reports of Foreign Issuer on Forms 6-K dated May 20,
          1998, as amended by Form 6-K/A dated October 9, 1998, June 15, 1998,
          June 24, 1998, August 12, 1998, September 3, 1998, as amended by Form
          6-K/A dated October 9, 1998, October 22, 1998, November 10, 1998,
          November 13, 1998, December 3, 1998, and May 19, 1999;

     (c)  The Company's Form F-4 dated September 4, 1998, as amended October 9,
          1998; and

     (d)  The Company's description of its common shares contained in the
          registration statement on Form 40-F (file number 333-62945).

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

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

The validity of the securities offered hereby has been passed upon for the
Company by Andre Bourbonnais, Esquire, 1000 de la Gauchetiere Street West,
Montreal, Quebec, Canada H3B 4X5. At April 30, 1999, Mr. Bourbonnais held 74,396
common shares of the Company, which includes 73,296 shares which Mr. Bourbonnais
has the right to acquire pursuant to stock options.

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

Sections 16 and 17 of Teleglobe's By-Laws provide as follows:

          "16.  Limitation of Liability
No director or officer of the Corporation ("Corporation" in this Item 6
     refers to Teleglobe) shall be liable for the acts, receipts, neglects or
     defaults of any other director or officer or employee or for joining in any
     receipts or other act for conformity or for any loss or expense happening
     to the Corporation through the insufficiency or deficiency of title to any
     property acquired by order of the Board for, or on behalf of, the
     Corporation or for the insufficiency or deficiency of any security in or
     upon which any of the moneys of the Corporation shall be invested, or for
     any loss or damage arising from the bankruptcy, insolvency or tortious acts
     of any person with whom any of the moneys, securities or effects of the
     Corporation shall be deposited or from any loss occasioned by any error of
     judgment or oversight on his part, or for any other loss, damage or
     misfortune whatever which shall happen in the execution of the duties of
     his office or in relation thereto unless the same shall happen through his
     own willful act or default. Nothing herein contained shall relieve any
     director or officer of the Corporation from his duty to act in accordance
     with the Act ("Act" in this Item 6 refers to The Canada Business
     Corporation Act) or from liability for any breach thereof.

          17.  Indemnification

     The Corporation shall indemnify a director or officer, a former director or
     officer, or a person who acts or acted at the request of the Corporation as
     a director or officer of a body corporate of which the Corporation is or
     was a shareholder or creditor (or a person who undertakes or has undertaken
     any liability on behalf of the Corporation or any such body corporate) and
     the heirs, executors, administrators and legal representatives of such
     person, from and against all costs, charges and expenses whatsoever,
     including all amounts paid to settle an action or satisfy a judgment
     sustained or reasonably incurred by him in respect of any civil, criminal
     or administrative action or proceeding to which he is made a party by
     reason of being or having been a director or officer of the Corporation or
     such body corporate if:

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

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

     The Corporation shall, subject to the Act, indemnify such persons to the
     same extent in respect of any action by or on behalf of the Corporation to
     procure a judgment in favor
of the Corporation to which he is made a party by reason of being or having
     been a director or an officer of the Corporation if the aforesaid
     conditions (a) and (b) are fulfilled. Subject to the Act, the Corporation
     shall indemnify every person who has been substantially successful in the
     defense of any civil, criminal or administrative action or proceeding to
     which he is made a party by reason of being or having been a director or
     officer of the Corporation against all costs, charges and expenses
     reasonably incurred by such person in respect of such action or proceeding.

     For greater certainty and without limiting the generality of the foregoing,
     the Corporation shall indemnify and save harmless such persons from and
     against any liability sustained by them for the acts, receipts, neglects or
     defaults of any other director or officer or employee of the Corporation or
     for joining in any receipt or act for conformity or for any loss, damage or
     expense of the Corporation arising through the insufficiency or deficiency
     of title to any property acquired by order of the Board for or on behalf of
     the Corporation or for the insufficiency or deficiency of any security in
     or upon which any of the moneys of or belonging to the Corporation shall be
     placed out or invested or for any loss or damages arising from the
     bankruptcy, insolvency or tortious act of any person, firm or corporation
     with whom or which any moneys, securities or effects shall be lodged or
     deposited or for any other loss, damage or misfortune whatsoever which may
     occur in the execution of the duties of their office or in relation
     thereto, if the aforesaid conditions (a) and (b) are fulfilled. Subject to
     the Act, the Corporation may purchase and maintain for the benefit of any
     person referred to in this section insurance against any liability incurred
     by him under the Act in his capacity as a director or officer of the
     Corporation."

Teleglobe has purchased a policy of insurance for the benefit of itself and the
directors and officers of Teleglobe against liability incurred by the directors
and officers in the performance of their duties. The aggregate amount of
coverage is US$125,000,000 in respect of any and all claims. By the terms of the
policy, in circumstances where a director or officer has a claim against
Teleglobe in respect of a loss covered by the policy, Teleglobe may claim on the
policy for 100% of the loss less the deductible of US$100,000 other than for
securities laws violations and the deductible of US$250,000 for securities laws
violations applicable to a claim which may be indemnified by Teleglobe under the
policy. In addition, where a director or officer has a claim against the
insurers in respect of a loss covered by the policy, the director or officer may
claim on the policy for 100% of the loss.
Item 8.  Exhibits.
         --------

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

4(a)                              Certificate of Amalgamation of the Company
                                  (incorporated by reference to the Company's
                                  Form S-8, filed June 9, 1999, File Number 333-
                                  80323).

4(b)                              By-laws of Company, as amended (incorporated
                                  by reference to the Company's Form S-8, filed
                                  June 9, 1999, File Number 333-80323).

4(c)                              Teleglobe Inc. Amended and Restated Stock
                                  Option Plan (filed herewith).

5                                 Opinion of Counsel re: Legality.

23(a)                             Consent of Independent Accountants.

23(b)                             Consent of Counsel (included in Exhibit 5).

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

(a)  The undersigned Company 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, as amended (the "1933 Act");

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

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

          provided, however, that paragraphs (a)(1)(i) and
          --------  -------
(a)(1)(ii) above 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 Company pursuant to Section
          13 or Section 15(d) of the 1934 Act that are incorporated by reference
          in the registration statement.

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

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

(4)  To file a post-effective amendment to the registration statement to include
     any Financial Statements required by Rule 3-19 of Item 512 of Regulation 5-
     K a the start of any delayed offering o throughout a continuous offering.

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

     (c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
                                  ----------

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Montreal, Province of Quebec, Canada on this 10th day of June, 1999.

                              TELEGLOBE INC.

                              By:/s/Charles Sirois
                              ----------------------------------------
                              Charles Sirois, Chairman and Chief
                              Executive Officer

     Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities indicated on this
10th day of June, 1999.

SIGNATURE                                    TITLE
---------                                    -----

/s/Kenny A. Troutt                           Vice Chairman, President,
------------------
Kenny A. Troutt                              Chief Operating Officer and
                                             Director

/s/Claude Sequin                             Principal Financial Officer
----------------
Claude Sequin

/s/Francois Laurin                           Principal Accounting Officer
------------------
Francois Laurin

/s/Derek H. Burney                           Director
------------------
Derek H. Burney

/s/Bruno Ducharme                            Director
-----------------
Bruno Ducharme

/s/A. Michael Hainsfurther                   Director
--------------------------
A. Michael Hainsfurther

/s/John A. MacDonald                         Director
--------------------
John A. MacDonald

/s/T. Allen McArtor                          Director
-------------------
T. Allen McArtor

/s/C. Edward Medland                         Director
--------------------
C. Edward Medland

/s/Jean C. Monty                             Director
----------------
Jean C. Monty

/s/Marvin Moses                              Director
---------------
Marvin Moses

/s/Carmand Normand                           Director
------------------
Carmand Normand

/s/Gregory S. Oliver                         Director
--------------------
Gregory S. Oliver

/s/Stephen R. Smith                          Director
-------------------
Stephen R. Smith

/s/H. Arnold Steinberg                       Director
----------------------
H. Arnold Steinberg

/s/John M. Zrno                              Director
---------------
John M. Zrno