<PAGE>
 
     As filed with the Securities and Exchange Commission on May 17, 1999
                                                       Registration No. 333-
================================================================================
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 _____________

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


                        FIRSTWORLD COMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)

          Delaware                                          33-0521976
     (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                   Identification No.)

                                 _____________

                      7100 E. Belleview Avenue, Suite 210
                      Greenwood Village, Colorado 80111
                                (303) 874-8010
  (Address of principal executive offices, including zip code, and telephone
                                    number)
                                 
            FirstWorld Communications, Inc. Quarterly Bonus Program
                           (Full title of the plans)
                                 _____________

      JEFFREY L. DYKES, ESQ.                                Copies to:
         General Counsel                                DAVID A. HAHN, ESQ.
  FirstWorld Communications, Inc.                        Latham & Watkins
7100 E. Belleview Avenue, Suite 210                 701 "B" Street, Suite 2100
Greenwood Village, Colorado 80111                 San Diego, California 92101
        (303) 874-8010                                     (619) 236-1234
(Name, address, including zip code, and
  telephone number, including area 
    code, of agent for service)


<TABLE> 
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE
========================================================================================================================
       Title of Securities                    Amount         Proposed Maximum      Proposed Maximum         Amount of
        to be Registered                      to be           Offering Price      Aggregate Offering      Registration
                                           Registered(1)         Per Share               Price                 Fee
------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>                  <C>                     <C>
Series B Common Stock, $.0001 par value       200,000            $6.00(2)            $1,200,000(2)           $334.00
========================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(a), this Registration Statement shall also cover any
     additional shares of the Registrant's Series B Common Stock that become
     issuable under the FirstWorld Communications, Inc. Quarterly Bonus Program
     by reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without receipt of consideration that
     increases the number of the Registrant's outstanding shares of common
     stock.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h)(1). The price per share and
     aggregate offering price are based upon the anticipated offering price for
     shares to be issued as a bonus under the FirstWorld Communications, Inc.
     Quarterly Bonus Program. The following chart shows the calculation of the
     registration fee:

<TABLE>
<CAPTION>
Type of Shares                                             Number of Shares  Offering Price per Share  Aggregate Offering Price
--------------                                             ----------------  ------------------------  ------------------------
<S>                                                        <C>               <C>                       <C>
Series B Common Stock to be issued as a bonus under the    
FirstWorld Communications, Inc. Quarterly Bonus Program         200,000              $  6.00                $   1,200,000
</TABLE>
                                        
================================================================================

                                       1
<PAGE>
 
                                    Part I


Item 1.   Plan Information.

          Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Not required to be filed with this Registration Statement.


                                    Part II

Item 3.   Incorporation of Documents by Reference.

          There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

          (a) the Registrant's Annual Report on Form 10-K for the fiscal year
     ended September 30, 1998 filed pursuant to Section 13 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act");

          (b) the Registrant's Quarterly Reports on Form 10-Q for the transition
     period from October 1, 1998 to December 31, 1998 and Form 10-Q for the
     period January 1, 1999 to March 31, 1999 filed pursuant to Section 13 of
     the Exchange Act;

          (c) the Registrant's Current Report on Form 8-K, filed on March 29,
     1999, pursuant to Section 13 of the Exchange Act;

          (d) the Registrant's Current Report on Form 8-K, filed on January 20,
     1999, pursuant to Section 13 of the Exchange Act;

          (e) the Registrant's Current Report on Form 8-K, filed on December 15,
     1998, pursuant to Section 13 of the Exchange Act;

          (f) the Registrant's Current Report on Form 8-K, filed on November 3,
     1998, pursuant to Section 13 of the Exchange Act; and

          (g) the description of the Registrant's Series B Common Stock
     contained in the Registrant's Registration Statement on Form 8-A filed on
     October 8, 1998, pursuant to Section 12(g) of the Exchange Act.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of it
from the respective dates of filing of such documents. 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 Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be 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 Registration Statement.

                                       2
<PAGE>
 
Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Six Latham & Watkins attorneys own an aggregate of 57,351 shares of
Series B Common Stock, warrants to purchase an aggregate of 9,634 shares of
Series B Common Stock and options to purchase 25,000 shares of Series B Common
Stock. John C. Stiska, one of the Registrant's directors, accepted an of-counsel
position with Latham & Watkins in July 1998. Latham & Watkins provides legal
services to the Registrant.

Item 6.   Indemnification of Directors and Officers.

          The General Corporation Law of the State of Delaware (the "DGCL")
                                                                     ----
permits a Delaware corporation to indemnify officers, directors, employees and
agents for actions taken in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, which they had no reasonable cause to believe
was unlawful. The DGCL also provides that a corporation may advance the expenses
of defense (upon receipt of a written undertaking to reimburse the corporation
if it is ultimately determined that such individual is not entitled to
indemnification) and must reimburse a successful defendant for expenses,
including attorneys' fees, actually and reasonably incurred. The DGCL further
provides that indemnification may not be made for any claim, issue or matter as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, except
only to the extent a court determines that the person is entitled to indemnify
for such expenses that such court deems proper. The DGCL also permits a
corporation to purchase and maintain liability insurance for its directors and
officers.

          The Registrant's Certificate of Incorporation and bylaws provide that
the Registrant shall, to the fullest extent permitted by Section 145 of the
DGCL, as the same may be amended and supplemented from time to time, indemnify
all directors and officers and all other persons whom it has authority to
indemnify under Section 145 of the DGCL. Such limitation of liability does not
affect the availability of equitable remedies such as injunctive relief or
rescission. The Registrant has entered into indemnification agreements with its
officers and directors containing provisions which may require the Registrant,
among other things, to indemnify the officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. The Registrant maintains
insurance on behalf of its directors and officers, insuring them against
liabilities that they may incur in such capacities or arising out of such
status.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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;

                                       3
<PAGE>
 
                  (i)   To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");
                                                          --------------   

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

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

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

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

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

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

                                       4
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities 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 Greenwood Village, State of Colorado, on this 17 day
of May 1999.

                              FirstWorld Communications, Inc.


                              By: /s/ SHELDON S. OHRINGER
                                  ----------------------------
                                       Sheldon S. Ohringer
                                President, Chief Executive Officer
                                          and Director

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below: (i) hereby constitutes and appoints Jeffrey L. Dykes his or her true and
lawful attorney-in-fact and agent, acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign this Registration Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and (ii) hereby grants unto the attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith as fully as to all intents and purposes as he
or she might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute, may lawfully do or cause to
be done by virtue hereof.

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

<TABLE> 
<CAPTION> 
        Signature                                 Title                                Date
        ---------                                 ------                               ----
<S>                                <C>                                            <C>  
  /s/  SHELDON S. OHRINGER         President, Chief Executive Officer and         May 17, 1999
-------------------------------    
       Sheldon S. Ohringer         Director (Principal Executive Officer)
 
  /s/  PAUL C. ADAMS               Vice President of Finance, Treasurer and       May  17, 1999
-------------------------------     
       Paul C. Adams               Assistant Secretary (Principal Financial
                                   and Accounting Officer)                 
 
  /s/  DONALD L. STURM             Chairman of the Board                          May 17, 1999
-------------------------------
       Donald L. Sturm
 
  /s/  C. KEVIN GARLAND            Director                                       May 17, 1999
-------------------------------
       C. Kevin Garland
 
  /s/  STEPHEN R. HORN             Director                                       May 17, 1999
-------------------------------
       Stephen R. Horn
 
  /s/  JAMES O. SPITZENBERGER      Director                                       May 17, 1999
-------------------------------
       James O. Spitzenberger
 
  /s/  MELANIE STURM               Director                                       May 17, 1999
-------------------------------
       Melanie Sturm
 
  /s/  JOHN C. STISKA              Director                                       May 17, 1999
-------------------------------
       John C. Stiska
</TABLE>

                                       5
<PAGE>
 
                                 EXHIBIT INDEX


EXHIBIT
-------
 4.1      FirstWorld Communications, Inc. Quarterly Bonus Program
 5.1      Opinion of Latham & Watkins.
23.1      Consent of PricewaterhouseCoopers LLP.
23.2      Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1      Power of Attorney (included on signature page hereto).

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19883}]
{"company-data": {"conformed-name": "FIRSTWORLD COMMUNICATIONS INC", "cik": "0001061583", "assigned-sic": "4813", "irs-number": "330521976", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78611", "film-number": "99626822"}, "business-address": {"street1": "7100 BELLEVIEW AVE", "street2": "SUITE 210", "city": "GREENWOOD VILLAGE", "state": "CO", "zip": "80111", "phone": "3038748010"}, "mail-address": {"street1": "7100 BELLEVIEW AVE", "street2": "SUITE 210", "city": "GREENWOOD VILLAGE", "state": "CO", "zip": "80111"}}
As filed with the Securities and Exchange Commission on May 17, 1999
                                                       Registration No. 333-
================================================================================
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 _____________

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

                        FIRSTWORLD COMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)

          Delaware                                          33-0521976
     (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                   Identification No.)

                                 _____________

                      7100 E. Belleview Avenue, Suite 210
                      Greenwood Village, Colorado 80111
                                (303) 874-8010
  (Address of principal executive offices, including zip code, and telephone
                                    number)
                                 
            FirstWorld Communications, Inc. Quarterly Bonus Program
                           (Full title of the plans)
                                 _____________

      JEFFREY L. DYKES, ESQ.                                Copies to:
         General Counsel                                DAVID A. HAHN, ESQ.
  FirstWorld Communications, Inc.                        Latham & Watkins
7100 E. Belleview Avenue, Suite 210                 701 "B" Street, Suite 2100
Greenwood Village, Colorado 80111                 San Diego, California 92101
        (303) 874-8010                                     (619) 236-1234
(Name, address, including zip code, and
  telephone number, including area 
    code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================================================================
       Title of Securities                    Amount         Proposed Maximum      Proposed Maximum         Amount of
        to be Registered                      to be           Offering Price      Aggregate Offering      Registration
                                           Registered(1)         Per Share               Price                 Fee
------------------------------------------------------------------------------------------------------------------------
Series B Common Stock, $.0001 par value       200,000            $6.00(2)            $1,200,000(2)           $334.00
========================================================================================================================
(1)  Pursuant to Rule 416(a), this Registration Statement shall also cover any
     additional shares of the Registrant's Series B Common Stock that become
     issuable under the FirstWorld Communications, Inc. Quarterly Bonus Program
     by reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without receipt of consideration that
     increases the number of the Registrant's outstanding shares of common
     stock.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h)(1). The price per share and
     aggregate offering price are based upon the anticipated offering price for
     shares to be issued as a bonus under the FirstWorld Communications, Inc.
     Quarterly Bonus Program. The following chart shows the calculation of the
     registration fee:
Type of Shares                                             Number of Shares  Offering Price per Share  Aggregate Offering Price
--------------                                             ----------------  ------------------------  ------------------------
Series B Common Stock to be issued as a bonus under the    
FirstWorld Communications, Inc. Quarterly Bonus Program         200,000              $  6.00                $   1,200,000
================================================================================

                                       1
Part I

Item 1.   Plan Information.

          Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Not required to be filed with this Registration Statement.

                                    Part II

Item 3.   Incorporation of Documents by Reference.

          There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

          (a) the Registrant's Annual Report on Form 10-K for the fiscal year
     ended September 30, 1998 filed pursuant to Section 13 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act");

          (b) the Registrant's Quarterly Reports on Form 10-Q for the transition
     period from October 1, 1998 to December 31, 1998 and Form 10-Q for the
     period January 1, 1999 to March 31, 1999 filed pursuant to Section 13 of
     the Exchange Act;

          (c) the Registrant's Current Report on Form 8-K, filed on March 29,
     1999, pursuant to Section 13 of the Exchange Act;

          (d) the Registrant's Current Report on Form 8-K, filed on January 20,
     1999, pursuant to Section 13 of the Exchange Act;

          (e) the Registrant's Current Report on Form 8-K, filed on December 15,
     1998, pursuant to Section 13 of the Exchange Act;

          (f) the Registrant's Current Report on Form 8-K, filed on November 3,
     1998, pursuant to Section 13 of the Exchange Act; and

          (g) the description of the Registrant's Series B Common Stock
     contained in the Registrant's Registration Statement on Form 8-A filed on
     October 8, 1998, pursuant to Section 12(g) of the Exchange Act.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of it
from the respective dates of filing of such documents. 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 Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be 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 Registration Statement.

                                       2
Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Six Latham & Watkins attorneys own an aggregate of 57,351 shares of
Series B Common Stock, warrants to purchase an aggregate of 9,634 shares of
Series B Common Stock and options to purchase 25,000 shares of Series B Common
Stock. John C. Stiska, one of the Registrant's directors, accepted an of-counsel
position with Latham & Watkins in July 1998. Latham & Watkins provides legal
services to the Registrant.

Item 6.   Indemnification of Directors and Officers.

          The General Corporation Law of the State of Delaware (the "DGCL")
                                                                     ----
permits a Delaware corporation to indemnify officers, directors, employees and
agents for actions taken in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, which they had no reasonable cause to believe
was unlawful. The DGCL also provides that a corporation may advance the expenses
of defense (upon receipt of a written undertaking to reimburse the corporation
if it is ultimately determined that such individual is not entitled to
indemnification) and must reimburse a successful defendant for expenses,
including attorneys' fees, actually and reasonably incurred. The DGCL further
provides that indemnification may not be made for any claim, issue or matter as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, except
only to the extent a court determines that the person is entitled to indemnify
for such expenses that such court deems proper. The DGCL also permits a
corporation to purchase and maintain liability insurance for its directors and
officers.

          The Registrant's Certificate of Incorporation and bylaws provide that
the Registrant shall, to the fullest extent permitted by Section 145 of the
DGCL, as the same may be amended and supplemented from time to time, indemnify
all directors and officers and all other persons whom it has authority to
indemnify under Section 145 of the DGCL. Such limitation of liability does not
affect the availability of equitable remedies such as injunctive relief or
rescission. The Registrant has entered into indemnification agreements with its
officers and directors containing provisions which may require the Registrant,
among other things, to indemnify the officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. The Registrant maintains
insurance on behalf of its directors and officers, insuring them against
liabilities that they may incur in such capacities or arising out of such
status.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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;

                                       3
(i)   To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");
                                                          --------------   

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

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

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

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

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

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

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities 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 Greenwood Village, State of Colorado, on this 17 day
of May 1999.

                              FirstWorld Communications, Inc.

                              By: /s/ SHELDON S. OHRINGER
                                  ----------------------------
                                       Sheldon S. Ohringer
                                President, Chief Executive Officer
                                          and Director

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below: (i) hereby constitutes and appoints Jeffrey L. Dykes his or her true and
lawful attorney-in-fact and agent, acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign this Registration Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and (ii) hereby grants unto the attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith as fully as to all intents and purposes as he
or she might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                                 Title                                Date
        ---------                                 ------                               ----
/s/  SHELDON S. OHRINGER         President, Chief Executive Officer and         May 17, 1999
-------------------------------    
       Sheldon S. Ohringer         Director (Principal Executive Officer)
 
  /s/  PAUL C. ADAMS               Vice President of Finance, Treasurer and       May  17, 1999
-------------------------------     
       Paul C. Adams               Assistant Secretary (Principal Financial
                                   and Accounting Officer)                 
 
  /s/  DONALD L. STURM             Chairman of the Board                          May 17, 1999
-------------------------------
       Donald L. Sturm
 
  /s/  C. KEVIN GARLAND            Director                                       May 17, 1999
-------------------------------
       C. Kevin Garland
 
  /s/  STEPHEN R. HORN             Director                                       May 17, 1999
-------------------------------
       Stephen R. Horn
 
  /s/  JAMES O. SPITZENBERGER      Director                                       May 17, 1999
-------------------------------
       James O. Spitzenberger
 
  /s/  MELANIE STURM               Director                                       May 17, 1999
-------------------------------
       Melanie Sturm
 
  /s/  JOHN C. STISKA              Director                                       May 17, 1999
-------------------------------
       John C. Stiska
5
EXHIBIT INDEX

EXHIBIT
-------
 4.1      FirstWorld Communications, Inc. Quarterly Bonus Program
 5.1      Opinion of Latham & Watkins.
23.1      Consent of PricewaterhouseCoopers LLP.
23.2      Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1      Power of Attorney (included on signature page hereto).

                                       6