As filed with the Securities and Exchange Commission on September
8, 1998

                 Registration No. 333-_________
               SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549
                      __________________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                    EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)

      Delaware                                 13-3486241
(State or other jurisdiction               (I.R.S. employer of
incorporation or organization)              identification no.)


                    Executive TeleCard, Ltd.
                   1720 South Bellaire Street
                   Denver, Colorado  80222
            (Address of principal executive offices)

                    EXECUTIVE TELECARD, LTD.
                   1995 EMPLOYEE STOCK OPTION
      AND APPRECIATION RIGHTS PLAN (Full title of the plan)

                      Christopher J. Vizas
                  Chairman and Chief Executive Officer
                  Executive TeleCard, Ltd.
                  1720 South Bellaire Street
                  Denver, Colorado
                  (303) 691-2115

(Name, address and telephone number, including area code, of
agent for service)


                            Copy to:
                     Steven M. Kaufman, Esq.
                     Hogan & Hartson L.L.P.
                   555 Thirteenth Street, N.W.
                    Washington, D.C.  20004
                         (202) 637-5600



<TABLE>
                      CALCULATION OF REGISTRATION FEE
<S>              <C>            <C>      <C>             <C>
                               Proposed   Proposed
Title of       Amount to be    maximum    maximum      Amount of
securities     registered      offering   aggregate    registration
to be                          price per  offering     fee (1)
registered                     share (1)  price (1)
Common Stock,
par value $.01   750,000        $1.968   $1,476,000      $461
</TABLE>

(1)   Estimated  pursuant  to Rule 457(c) and (h) solely  for
purposes  of calculating the amount of the registration fee,
based on the average of the high and low prices per share of
Executive TeleCard, Ltd. Common Stock, par value  $.001  per
share, on September 4, 1998, as reported on  the  Nasdaq National
Market.

This  Registration  Statement  incorporates by  reference  the
information contained  in the earlier registration statement
relating to,  among  other plans,  the  Executive  TeleCard, Ltd.
1995  Employee  Stock  Option  and Appreciation Rights Plan,
filed on October 30, 1996, Registration No.  33315057.
                                
                        EXPLANATORY NOTE
      As permitted by General Instruction E to the Form S-8, this
Registration Statement incorporates by reference the  information
contained  in  the  earlier registration statement  relating  to,
among  other  plans, the Executive TeleCard, Ltd.  1995  Employee
Stock  Option and Appreciation Rights Plan, filed on October  30,
1996, Registration Statement No. 333-15057.

On  October  25, 1997 and January 17, 1998,  the  Board  of
Directors  of  Executive TeleCard, Ltd. (the "Company")  approved
and  adopted  amendments  to the Company's  1995  Employee  Stock
Option and Appreciation Rights Plan (as amended and restated, the
"Plan").   The amendments included an amendment to Article  4  of
the  Plan  to increase the number of shares of Common Stock,  par
value  $.001 ("Common Stock"), of the Company reserved under  the
Plan  from 1,000,000 to 1,750,000 .  Other amendments to the Plan
were  designed to take advantage of recent changes in  17  C.F.R.
240-16b-3  ("Rule 16b-3"), under the Securities Exchange  Act  of
1934, as amended, to permit greater flexibility in administration
of  the Plan.  The Company's stockholders approved the amendments
to  the  Plan  at  the  annual meeting of  stockholders  held  on
February 26, 1998.  Accordingly, as amended, the total number  of
shares of Common Stock available under the Plan is 1,750,000,  of
which 750,000 shares are being registered hereunder.

A  complete  description of the amendments to the  Plan  is
included  in the Company's definitive proxy statement on Schedule
14A  dated January 29, 1998, with respect to the Company's annual
meeting  of  stockholders held on February 26, 1998, which  proxy
statement is incorporated herein by reference.


                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.   Exhibits.
Exhibit
Number                      Description
  4.1   Executive  TeleCard, Ltd. 1995  Employee  Stock
        Option  and Appreciation Rights Plan (filed  as Exhibit
        4.3b  to the Registrant's Registration on   Form   S-8
        (File  No.   333-15057)   and incorporated herein by
        reference).
        
  4.2   Executive  TeleCard, Ltd. 1995  Employee  Stock
        Option   and  Appreciation  Rights   Plan,   as amended
        and restated (filed as Exhibit 10.9  to the  Registrant's
        Annual Report  on  Form  10-K for  the  fiscal year ended
        March 31, 1998  and incorporated herein by reference).
        
  4.3   Executive  TeleCard, Ltd. 1995 Directors  Stock
        Option   and  Appreciation  Rights   Plan,   as amended
        and  restated (filed as Exhibit  10.10 to  the
        Registrant's Annual Report on Form 10-K for  the  fiscal
        year ended March 31, 1998  and incorporated herein by
        reference).
        
  5.1   Opinion of Hogan & Hartson L.L.P.
 23.1   Consent of BDO Seidman, LLP.
 23.3   Consent of Hogan & Hartson L.L.P. (included  in
        Exhibit 5.1).
 24.1   Power   of   Attorney  (included  on  signature
        page).








                           SIGNATURES


         Pursuant to the requirements of the Securities Act of
1933,  the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on  its  behalf  by  the undersigned,  thereunto  duly
authorized,  in  the  City of Denver, State  of  Colorado,  on
September 3, 1998.
                             EXECUTIVE TELECARD, LTD.
                             By:      /s/ Christopher J. Vizas
                             Christopher J. Vizas
                             Chairman and Chief Executive
                                Officer


                        POWER OF ATTORNEY
                                
          KNOW  ALL  MEN BY THESE PRESENTS, that  each  person
whose   signature  appears  below  constitutes  and   appoints
Christopher  J. Vizas, Anne Haas and Colin Smith, jointly  and
severally,  each  in  his own capacity,  as  true  and  lawful
attorneys-in-fact,  with full power of substitution,  for  him
and  in  his name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file  the  same,
with  all  exhibits thereto and other documents in  connection
therewith,   with  the  Securities  and  Exchange  Commission,
granting unto said attorneys-in-fact and agents full power and
authority  to  do  and perform each and every  act  and  thing
requisite  and 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
attorneys-in-fact,  or their substitute  or  substitutes,  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 by the  following
persons,  in  the capacities indicated below, on September 3,
1998.





          SIGNATURE                          TITLE
________/s/ Christopher J. Vizas______       Chairman, Chief
     Christopher J. Vizas                    Executive Officer
                                             Director (Principal
                                             Executive Officer)
________/s/ Anthony Balinger________         Vice Chairman and
     Anthony Balinger                        Director
________/s/ Anne Haas_______________         Controller
     Anne Haas                               (Principal Financial
                                             Accounting Officer)
________/s/ Edward J. Gerrity, Jr._____      Director
     Edward J. Gerrity, Jr.
________/s/ David W. Warnes   ________       Director
     David W. Warnes

________/s/ Richard A. Krinsley________      Director
     Richard A. Krinsley
________/s/ Martin L. Samuels_________       Director
     Martin L. Samuels

_______/s/ Donald H. Sledge___________       Director
     Donald H. Sledge
________/s/ James O. Howard_________         Director
     James O. Howard


                          EXHIBIT INDEX
  Exhibit
  Number                  Description
   4.1  Executive  TeleCard, Ltd. 1995 Employee  Stock
        Option  and Appreciation Rights Plan (filed  as Exhibit
        4.3b  to the Registrant's Registration on Form S-8(File
        No. 333-15057)and incorporated herein by reference).
        
   4.2  Executive  TeleCard, Ltd. 1995  Employee  Stock
        Option   and  Appreciation  Rights   Plan,   as
        amended and restated (filed as Exhibit 10.9  to the
        Registrant's Annual Report  on  Form  10-K for  the
        fiscal year ended March 31, 1998  and incorporated herein
        by reference).
        
   4.3  Executive  TeleCard, Ltd. 1995 Directors  Stock
        Option   and  Appreciation  Rights   Plan,   as
        amended  and  restated (filed as Exhibit  10.10 to  the
        Registrant's Annual Report on Form 10-K for  the  fiscal
        year ended March 31, 1998  and incorporated herein by
        reference).
        
   5.1  Opinion of Hogan & Hartson L.L.P.

  23.1  Consent of BDO Seidman, LLP.

  23.3  Consent of Hogan & Hartson L.L.P. (included  in
        Exhibit 5.1).

  24.1  Power   of   Attorney  (included  on  signature
        page).


                                                     EXHIBIT 5.1
                                              September 8, 1998
                                              
                                              
Board of Directors Executive TeleCard, Ltd.
1720 S. Bellaire Street Denver, Colorado  80222 Members of the
Board of Directors:

          This  firm  has acted as counsel to Executive TeleCard,
Ltd.  (the "Company"), a Delaware corporation, in connection with
its registration, pursuant to a registration statement on Form S8
filed on  or  about  the  date  hereof  (the  "Registration
Statement"), of 750,000 shares of common stock, par  value  $.001
per  share,  of  the  Company (the "Shares"), issuable  upon  the
exercise of options granted under the 1995 Employee Stock  Option
and  Appreciation  Rights Plan of Executive TeleCard,  Ltd.  (the
"Stock  Option Plan").  This letter is furnished to you  pursuant
to  the  requirements  of Item 601(b)(5) of  Regulation  S-K,  17
C.F.R.  229.601(b)(5), in connection with such registration.

          For  purposes of this opinion letter, we have  examined
copies of the following documents:
          1.   An executed copy of the Registration Statement.
          2.   A copy of the Stock Option Plan, as certified by
               the Secretary of the Company on the date hereof as
               being complete, accurate and in effect.
          3.   The Restated Certificate of Incorporation of the
               Company, as certified by the Secretary of State
               of the State of Delaware on January 9, 1998 and by
               the Secretary of the Company on the date hereof as
               being complete, accurate and in effect.
          4.   The Bylaws of the Company, as certified by the
               Secretary of the Company on the date hereof as
               being complete, accurate and in effect.
          5.   Resolutions of the Board of Directors of the
               Company adopted on February 25, 1998, as certified
               by the Secretary of the Company on the date hereof
               as being complete, accurate and in effect.
          6.   Resolutions of the stockholders of the Company
               adopted on February 26, 1998, as certified by the
               Secretary of the Company on the date hereof as
               being complete, accurate and in effect.
               
    We  have not, except as specifically identified  above,
made  any independent review or investigation of factual or other
matters,  including the organization, existence,  good  standing,
assets,  business or affairs of the Company or its  subsidiaries.
In  our  examination of the aforesaid certificates, records,  and
documents, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity, accuracy and
completeness  of all documents submitted to us as originals,  and
the  authenticity, accuracy and completeness and conformity  with
the  original  documents  of all documents  submitted  to  us  as
certified,  telecopied, photostatic, or  reproduced  copies.   We
have  assumed  the  authenticity and accuracy  of  the  foregoing
certifications  of corporate officers, on which we  are  relying,
and  have  made  no  independent  investigations  thereof.   This
opinion is given in the context of the foregoing.

          This  opinion  letter is based as  to  matters  of  law
solely  on  the General Corporation Law of the State of Delaware.
We  express  no  opinion herein as to any other  laws,  statutes,
regulations, or ordinances.

          Based  upon, subject to, and limited by the  foregoing,
we  are of the opinion that the Shares, when issued and delivered
in  the  manner and on the terms contemplated in the Registration
Statement  and  the  Stock Option Plan (with the  Company  having
received  the  consideration therefor, the form of  which  is  in
accordance  with applicable law), will be validly  issued,  fully
paid and non-assessable by the Company.

          We assume no obligation to advise you of any changes in
the  foregoing subsequent to the delivery of this opinion letter.
This  opinion  letter has been prepared solely for  your  use  in
connection with the filing of the Registration Statement  on  the
date of this letter, and should not be quoted in whole or in part
or  otherwise  be referred to, nor be filed with or furnished  to
any  governmental agency or other person or entity,  without  the
prior written consent of this firm.

          We  hereby consent to the filing of this opinion letter
as  Exhibit  5.1 to the Registration Statement.  In  giving  this
consent,  we do not thereby admit that we are an "expert"  within
the meaning of the Securities Act of 1933, as amended.


                                   Very truly yours,
                                   /S/ HOGAN & HARTSON L.L.P.


                                   HOGAN & HARTSON L.L.P.


                                                  EXHIBIT 23.1
                     CONSENT OF INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS
                                
Executive TeleCard, Ltd. Denver, Colorado
We hereby consent to the incorporation by reference in this
Registration Statement of our report dated June 19, 1998,
relating to the consolidated financial statements and schedule of
Executive TeleCard, Ltd. appearing in the Company's Annual Report
on Form 10-K for the year ended March 31, 1998.


                                        /s/ BDO SEIDMAN, LLP
Denver, Colorado
September 3, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15850}]
{"company-data": {"conformed-name": "EXECUTIVE TELECARD LTD", "cik": "0000842807", "assigned-sic": "7389", "irs-number": "133486421", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63043", "film-number": "98705549"}, "business-address": {"street1": "1720 SOUTH BELLAIRE STREET, SUITE 1000", "street2": "10TH FL", "city": "DENVER", "state": "CO", "zip": "80222", "phone": "3036912115"}, "mail-address": {"street1": "1720 SOUTH BELLAIRE STREET SUITE 1000", "street2": "10TH FL", "city": "DENVER", "state": "CO", "zip": "80222"}}
As filed with the Securities and Exchange Commission on September
8, 1998

                 Registration No. 333-_________
               SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549
                      __________________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                    EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)

      Delaware                                 13-3486241
(State or other jurisdiction               (I.R.S. employer of
incorporation or organization)              identification no.)

                    Executive TeleCard, Ltd.
                   1720 South Bellaire Street
                   Denver, Colorado  80222
            (Address of principal executive offices)

                    EXECUTIVE TELECARD, LTD.
                   1995 EMPLOYEE STOCK OPTION
      AND APPRECIATION RIGHTS PLAN (Full title of the plan)

                      Christopher J. Vizas
                  Chairman and Chief Executive Officer
                  Executive TeleCard, Ltd.
                  1720 South Bellaire Street
                  Denver, Colorado
                  (303) 691-2115

(Name, address and telephone number, including area code, of
agent for service)

                            Copy to:
                     Steven M. Kaufman, Esq.
                     Hogan & Hartson L.L.P.
                   555 Thirteenth Street, N.W.
                    Washington, D.C.  20004
                         (202) 637-5600

                      CALCULATION OF REGISTRATION FEE
Proposed   Proposed
Title of       Amount to be    maximum    maximum      Amount of
securities     registered      offering   aggregate    registration
to be                          price per  offering     fee (1)
registered                     share (1)  price (1)
Common Stock,
par value $.01   750,000        $1.968   $1,476,000      $461
(1)   Estimated  pursuant  to Rule 457(c) and (h) solely  for
purposes  of calculating the amount of the registration fee,
based on the average of the high and low prices per share of
Executive TeleCard, Ltd. Common Stock, par value  $.001  per
share, on September 4, 1998, as reported on  the  Nasdaq National
Market.

This  Registration  Statement  incorporates by  reference  the
information contained  in the earlier registration statement
relating to,  among  other plans,  the  Executive  TeleCard, Ltd.
1995  Employee  Stock  Option  and Appreciation Rights Plan,
filed on October 30, 1996, Registration No.  33315057.
                                
                        EXPLANATORY NOTE
      As permitted by General Instruction E to the Form S-8, this
Registration Statement incorporates by reference the  information
contained  in  the  earlier registration statement  relating  to,
among  other  plans, the Executive TeleCard, Ltd.  1995  Employee
Stock  Option and Appreciation Rights Plan, filed on October  30,
1996, Registration Statement No. 333-15057.

On  October  25, 1997 and January 17, 1998,  the  Board  of
Directors  of  Executive TeleCard, Ltd. (the "Company")  approved
and  adopted  amendments  to the Company's  1995  Employee  Stock
Option and Appreciation Rights Plan (as amended and restated, the
"Plan").   The amendments included an amendment to Article  4  of
the  Plan  to increase the number of shares of Common Stock,  par
value  $.001 ("Common Stock"), of the Company reserved under  the
Plan  from 1,000,000 to 1,750,000 .  Other amendments to the Plan
were  designed to take advantage of recent changes in  17  C.F.R.
240-16b-3  ("Rule 16b-3"), under the Securities Exchange  Act  of
1934, as amended, to permit greater flexibility in administration
of  the Plan.  The Company's stockholders approved the amendments
to  the  Plan  at  the  annual meeting of  stockholders  held  on
February 26, 1998.  Accordingly, as amended, the total number  of
shares of Common Stock available under the Plan is 1,750,000,  of
which 750,000 shares are being registered hereunder.

A  complete  description of the amendments to the  Plan  is
included  in the Company's definitive proxy statement on Schedule
14A  dated January 29, 1998, with respect to the Company's annual
meeting  of  stockholders held on February 26, 1998, which  proxy
statement is incorporated herein by reference.

                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.   Exhibits.
Exhibit
Number                      Description
  4.1   Executive  TeleCard, Ltd. 1995  Employee  Stock
        Option  and Appreciation Rights Plan (filed  as Exhibit
        4.3b  to the Registrant's Registration on   Form   S-8
        (File  No.   333-15057)   and incorporated herein by
        reference).
        
  4.2   Executive  TeleCard, Ltd. 1995  Employee  Stock
        Option   and  Appreciation  Rights   Plan,   as amended
        and restated (filed as Exhibit 10.9  to the  Registrant's
        Annual Report  on  Form  10-K for  the  fiscal year ended
        March 31, 1998  and incorporated herein by reference).
        
  4.3   Executive  TeleCard, Ltd. 1995 Directors  Stock
        Option   and  Appreciation  Rights   Plan,   as amended
        and  restated (filed as Exhibit  10.10 to  the
        Registrant's Annual Report on Form 10-K for  the  fiscal
        year ended March 31, 1998  and incorporated herein by
        reference).
        
  5.1   Opinion of Hogan & Hartson L.L.P.
 23.1   Consent of BDO Seidman, LLP.
 23.3   Consent of Hogan & Hartson L.L.P. (included  in
        Exhibit 5.1).
 24.1   Power   of   Attorney  (included  on  signature
        page).

                           SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933,  the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on  its  behalf  by  the undersigned,  thereunto  duly
authorized,  in  the  City of Denver, State  of  Colorado,  on
September 3, 1998.
                             EXECUTIVE TELECARD, LTD.
                             By:      /s/ Christopher J. Vizas
                             Christopher J. Vizas
                             Chairman and Chief Executive
                                Officer

                        POWER OF ATTORNEY
                                
          KNOW  ALL  MEN BY THESE PRESENTS, that  each  person
whose   signature  appears  below  constitutes  and   appoints
Christopher  J. Vizas, Anne Haas and Colin Smith, jointly  and
severally,  each  in  his own capacity,  as  true  and  lawful
attorneys-in-fact,  with full power of substitution,  for  him
and  in  his name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file  the  same,
with  all  exhibits thereto and other documents in  connection
therewith,   with  the  Securities  and  Exchange  Commission,
granting unto said attorneys-in-fact and agents full power and
authority  to  do  and perform each and every  act  and  thing
requisite  and 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
attorneys-in-fact,  or their substitute  or  substitutes,  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 by the  following
persons,  in  the capacities indicated below, on September 3,
1998.

          SIGNATURE                          TITLE
________/s/ Christopher J. Vizas______       Chairman, Chief
     Christopher J. Vizas                    Executive Officer
                                             Director (Principal
                                             Executive Officer)
________/s/ Anthony Balinger________         Vice Chairman and
     Anthony Balinger                        Director
________/s/ Anne Haas_______________         Controller
     Anne Haas                               (Principal Financial
                                             Accounting Officer)
________/s/ Edward J. Gerrity, Jr._____      Director
     Edward J. Gerrity, Jr.
________/s/ David W. Warnes   ________       Director
     David W. Warnes

________/s/ Richard A. Krinsley________      Director
     Richard A. Krinsley
________/s/ Martin L. Samuels_________       Director
     Martin L. Samuels

_______/s/ Donald H. Sledge___________       Director
     Donald H. Sledge
________/s/ James O. Howard_________         Director
     James O. Howard

                          EXHIBIT INDEX
  Exhibit
  Number                  Description
   4.1  Executive  TeleCard, Ltd. 1995 Employee  Stock
        Option  and Appreciation Rights Plan (filed  as Exhibit
        4.3b  to the Registrant's Registration on Form S-8(File
        No. 333-15057)and incorporated herein by reference).
        
   4.2  Executive  TeleCard, Ltd. 1995  Employee  Stock
        Option   and  Appreciation  Rights   Plan,   as
        amended and restated (filed as Exhibit 10.9  to the
        Registrant's Annual Report  on  Form  10-K for  the
        fiscal year ended March 31, 1998  and incorporated herein
        by reference).
        
   4.3  Executive  TeleCard, Ltd. 1995 Directors  Stock
        Option   and  Appreciation  Rights   Plan,   as
        amended  and  restated (filed as Exhibit  10.10 to  the
        Registrant's Annual Report on Form 10-K for  the  fiscal
        year ended March 31, 1998  and incorporated herein by
        reference).
        
   5.1  Opinion of Hogan & Hartson L.L.P.

  23.1  Consent of BDO Seidman, LLP.

  23.3  Consent of Hogan & Hartson L.L.P. (included  in
        Exhibit 5.1).

  24.1  Power   of   Attorney  (included  on  signature
        page).

                                                     EXHIBIT 5.1
                                              September 8, 1998
                                              
                                              
Board of Directors Executive TeleCard, Ltd.
1720 S. Bellaire Street Denver, Colorado  80222 Members of the
Board of Directors:

          This  firm  has acted as counsel to Executive TeleCard,
Ltd.  (the "Company"), a Delaware corporation, in connection with
its registration, pursuant to a registration statement on Form S8
filed on  or  about  the  date  hereof  (the  "Registration
Statement"), of 750,000 shares of common stock, par  value  $.001
per  share,  of  the  Company (the "Shares"), issuable  upon  the
exercise of options granted under the 1995 Employee Stock  Option
and  Appreciation  Rights Plan of Executive TeleCard,  Ltd.  (the
"Stock  Option Plan").  This letter is furnished to you  pursuant
to  the  requirements  of Item 601(b)(5) of  Regulation  S-K,  17
C.F.R.  229.601(b)(5), in connection with such registration.

          For  purposes of this opinion letter, we have  examined
copies of the following documents:
          1.   An executed copy of the Registration Statement.
          2.   A copy of the Stock Option Plan, as certified by
               the Secretary of the Company on the date hereof as
               being complete, accurate and in effect.
          3.   The Restated Certificate of Incorporation of the
               Company, as certified by the Secretary of State
               of the State of Delaware on January 9, 1998 and by
               the Secretary of the Company on the date hereof as
               being complete, accurate and in effect.
          4.   The Bylaws of the Company, as certified by the
               Secretary of the Company on the date hereof as
               being complete, accurate and in effect.
          5.   Resolutions of the Board of Directors of the
               Company adopted on February 25, 1998, as certified
               by the Secretary of the Company on the date hereof
               as being complete, accurate and in effect.
          6.   Resolutions of the stockholders of the Company
               adopted on February 26, 1998, as certified by the
               Secretary of the Company on the date hereof as
               being complete, accurate and in effect.
               
    We  have not, except as specifically identified  above,
made  any independent review or investigation of factual or other
matters,  including the organization, existence,  good  standing,
assets,  business or affairs of the Company or its  subsidiaries.
In  our  examination of the aforesaid certificates, records,  and
documents, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity, accuracy and
completeness  of all documents submitted to us as originals,  and
the  authenticity, accuracy and completeness and conformity  with
the  original  documents  of all documents  submitted  to  us  as
certified,  telecopied, photostatic, or  reproduced  copies.   We
have  assumed  the  authenticity and accuracy  of  the  foregoing
certifications  of corporate officers, on which we  are  relying,
and  have  made  no  independent  investigations  thereof.   This
opinion is given in the context of the foregoing.

          This  opinion  letter is based as  to  matters  of  law
solely  on  the General Corporation Law of the State of Delaware.
We  express  no  opinion herein as to any other  laws,  statutes,
regulations, or ordinances.

          Based  upon, subject to, and limited by the  foregoing,
we  are of the opinion that the Shares, when issued and delivered
in  the  manner and on the terms contemplated in the Registration
Statement  and  the  Stock Option Plan (with the  Company  having
received  the  consideration therefor, the form of  which  is  in
accordance  with applicable law), will be validly  issued,  fully
paid and non-assessable by the Company.

          We assume no obligation to advise you of any changes in
the  foregoing subsequent to the delivery of this opinion letter.
This  opinion  letter has been prepared solely for  your  use  in
connection with the filing of the Registration Statement  on  the
date of this letter, and should not be quoted in whole or in part
or  otherwise  be referred to, nor be filed with or furnished  to
any  governmental agency or other person or entity,  without  the
prior written consent of this firm.

          We  hereby consent to the filing of this opinion letter
as  Exhibit  5.1 to the Registration Statement.  In  giving  this
consent,  we do not thereby admit that we are an "expert"  within
the meaning of the Securities Act of 1933, as amended.

                                   Very truly yours,
                                   /S/ HOGAN & HARTSON L.L.P.

                                   HOGAN & HARTSON L.L.P.

                                                  EXHIBIT 23.1
                     CONSENT OF INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS
                                
Executive TeleCard, Ltd. Denver, Colorado
We hereby consent to the incorporation by reference in this
Registration Statement of our report dated June 19, 1998,
relating to the consolidated financial statements and schedule of
Executive TeleCard, Ltd. appearing in the Company's Annual Report
on Form 10-K for the year ended March 31, 1998.

                                        /s/ BDO SEIDMAN, LLP
Denver, Colorado
September 3, 1998