REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

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

           DELAWARE                                               06-1524454
(State or other jurisdiction of                               (I.R.S.  Employer
incorporation or organization)                               Identification No.)

                               75 Holly Hill Lane
                          Greenwich, Connecticut 06830
                                 (203) 869-5100

                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)
                           --------------------------

         VDC Communications, Inc. 1998 Stock Incentive Plan, as Amended
                            (Full title of the plan)

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

                               Frederick A. Moran
                      Chairman and Chief Executive Officer
                            VDC Communications, Inc.
                               75 Holly Hill Lane
                          Greenwich, Connecticut 06830
                                 (203) 869-5100

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

                                   COPIES TO:
    Louis D. Frost, Esq.                         James J. Barnes, Esq.
  VDC Communications, Inc.           Buchanan Ingersoll Professional Corporation
     75 Holly Hill Lane                            One Oxford Centre
Greenwich, Connecticut 06830                  301 Grant Street, 20th Floor
       (203) 869-5100                      Pittsburgh, Pennsylvania 15219-1410

<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE


              Title of
             Each Class
           Of Securities                  Amount            Proposed               Proposed
               To Be                      To Be         Maximum Offering       Maximum Aggregate         Amount of
             Registered               Registered(1)     Price Per Share         Offering Price        Registration Fee
             ----------               -------------     ---------------         --------------        ----------------

<S>                                    <C>                 <C>                    <C>                      <C>
Common Stock, $.0001 par  value        4,224,500           $1.094(2)              $4,621,603               $1,285
Common Stock, $.0001 par value           565,500            $1.25(3)                $706,875                 $197
Common Stock $.0001 par value            210,000            $1.38(3)                $289,800                  $81

</TABLE>

(1)      Pursuant to Rule 416 of the  Securities  Act of 1933, as amended,  this
         Registration  Statement also includes additional shares of common stock
         issuable upon stock splits, stock dividends or similar transactions.

(2)      Estimated  pursuant to Rule 457(c) for the purpose of  calculating  the
         registration  fee.  Based on the average of the high and low prices per
         share of common  stock on November 17, 1999 as reported on the American
         Stock Exchange.

(3)      In accordance with Rule 457(h), such price  is the exercise  price  for
         the shares underlying these outstanding options.

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

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule  428(b)(1).  Such  documents are
not being filed with the Securities and Exchange  Commission (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents  incorporated
by reference  in this  Registration  Statement  pursuant to Item 3 of Part II of
this Form,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

Item 3.       Incorporation of Documents by Reference.

         The following  documents,  which have been filed by VDC Communications,
Inc.,  a  Delaware  corporation  (the  "Company"),   with  the  Commission,  are
incorporated herein by reference:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended June 30, 1999, as filed with the Commission on September
                  28, 1999 pursuant to the  Securities  Exchange Act of 1934, as
                  amended (the "Exchange Act") (File No. 001-14281).

                                       2
<PAGE>

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended  September  30, 1999,  as filed with the  Commission  on
                  November  15,  1999  pursuant  to the  Exchange  Act (File No.
                  001-14281).

         (c)      The  Company's   Proxy  Statement  on  Schedule  14A  for  the
                  Company's 1999 Annual Meeting, as filed with the Commission on
                  November  10,  1999  pursuant  to the  Exchange  Act (File No.
                  001-14281).

         (d)      The  descriptions  of the  Company's  common  stock  which are
                  contained  in  registration  statements  on Form 8-A under the
                  Exchange Act,  including  any amendment  reports filed for the
                  purpose of updating such description.

         (e)      In  addition,  all  documents  filed by the  Company  with the
                  Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of
                  the  Exchange  Act,  prior to the  filing of a  post-effective
                  amendment which  indicates that all securities  offered hereby
                  have  been  sold or  which  deregisters  all  securities  then
                  remaining  unsold,  shall  be  deemed  to be  incorporated  by
                  reference  herein and to be part  hereof  from the date of the
                  filing of such documents.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

              Section  145(a)  of the  General  Corporation  Law of the State of
Delaware ("Delaware  Corporation Law") provides,  in general, that a corporation
shall  have  the  power  to  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact that he is or was a director or officer of the corporation or is serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation or business entity.  Such indemnity may be against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding,  if the  indemnified  party  acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and if, with  respect to any  criminal  action or  proceeding,  the
indemnified  party did not have  reasonable  cause to believe  his  conduct  was
unlawful.

              Section  145(b)  of the  Delaware  Corporation  Law  provides,  in
general, that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its favor by reason  of the fact  that he is or was a  director  or
officer  of  the  corporation  or is or  was  serving  at  the  request  of  the
corporation as a director,  officer, employee or agent or another corporation or
business entity,  against any expenses (including  attorneys' fees) actually and

                                       3
<PAGE>

reasonably  incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the corporation.

              Section  145(g)  of the  Delaware  Corporation  Law  provides,  in
general,  that a  corporation  shall  have the power to  purchase  and  maintain
insurance  on behalf of any person  who is or was a  director  or officer of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee or agent or another corporation or business entity
against any liability asserted against him in any such capacity,  or arising out
of his status as such,  whether or not the  corporation  would have the power to
indemnify him against such liability under the provisions of the law.

         Article Seventh of the Registrant's  Certificate of  Incorporation,  as
amended, (incorporated by reference herein) provides that:

       (a) RIGHT TO  INDEMNIFICATION.  Each person who was or is made a party or
       is  threatened  to be made a party or is involved in any action,  suit or
       proceeding,  whether civil,  criminal,  administrative  or  investigative
       (hereinafter a "proceeding"),  by reason of the fact that he or she, or a
       person  of  whom  he or  she  is the  legal  representative,  is or was a
       director  or  officer,  of the  Corporation  or is or was  serving at the
       request of the Corporation as a director,  officer,  employee or agent of
       another  corporation or of a partnership,  joint venture,  trust or other
       enterprise,  including  service with respect to employee  benefit  plans,
       whether  the basis of such  proceeding  is alleged  action in an official
       capacity  as a  director,  officer,  employee  or agent  or in any  other
       capacity while serving as a director,  officer,  employee or agent, shall
       be indemnified and held harmless by the Corporation to the fullest extent
       authorized by the Delaware General Corporation Law, as the same exists or
       may hereafter be amended (but, in the case of any such amendment, only to
       the extent that such amendment permits the Corporation to provide broader
       indemnification rights than said law permitted the Corporation to provide
       prior  to such  amendment),  against  all  expense,  liability  and  loss
       (including  attorneys'  fees,  judgments,  fines,  ERISA  excise taxes or
       penalties  and  amounts  paid  or to be paid  in  settlement)  reasonably
       incurred  or suffered by such  person in  connection  therewith  and such
       indemnification  shall  continue  as to a person  who has  ceased to be a
       director,  officer,  employee  or agent and shall inure to the benefit of
       his or her heirs, executors and administrators;  provided, however, that,
       except as  provided  in  paragraph  (b)  hereof,  the  Corporation  shall
       indemnify any such person seeking  indemnification  in connection  with a
       proceeding  (or  part  thereof)  initiated  by such  person  only if such
       proceeding  (or part thereof) was authorized by the Board of Directors of
       the Corporation.  The right to indemnification  conferred in this Section
       shall be a contract  right and shall  include the right to be paid by the
       Corporation  the expenses  incurred in defending  any such  proceeding in
       advance  of  its  final  disposition;  provided,  however,  that,  if the
       Delaware General  Corporation Law requires,  the payment of such expenses
       incurred by a director or officer in his or her capacity as a director or
       officer  (and  not in any  other  capacity  in  which  service  was or is
       rendered by such person while a director or officer,  including,  without
       limitation,  service to an employee benefit plan) in advance of the final
       disposition  of a  proceeding,  shall be made only upon  delivery  to the
       corporation  of an  undertaking,  by or on  behalf  of such  director  or
       officer,  to repay all  amounts so  advanced  if it shall  ultimately  be
       determined   that  such  director  or  officer  is  not  entitled  to  be
       indemnified  under this Section or  otherwise.  The  Corporation  may, by

                                       4
<PAGE>

       action of its Board of Directors,  provide  indemnification  to employees
       and  agents of the  Corporation  with the same  scope  and  effect as the
       foregoing indemnification of directors and officers.

       (b) RIGHT OF CLAIMANT TO BRING SUIT:

       If a claim under paragraph (a) of this Section is not paid in full by the
       Corporation within thirty days after a written claim has been received by
       the  Corporation,  the  claimant  may at any time  thereafter  bring suit
       against the Corporation to recover the unpaid amount of the claim and, if
       successful in whole or in part, the claimant shall be entitled to be paid
       also the expense of prosecuting  such claim. It shall be a defense to any
       such action (other than an action brought to enforce a claim for expenses
       incurred in defending any proceeding in advance of its final  disposition
       where the required undertaking,  if any is required, has been tendered to
       the  Corporation)  that the claimant has not met the standards of conduct
       which make it permissible under the Delaware General  Corporation Law for
       the Corporation to indemnify the claimant for the amount claimed, but the
       burden of proving such defense shall be on the  Corporation.  Neither the
       failure of the Corporation (including its Board of Directors, independent
       legal counsel, or its stockholders) to have made a determination prior to
       the commencement of such action that  indemnification  of the claimant is
       proper  in the  circumstances  because  he or she has met the  applicable
       standard of conduct set forth in the Delaware  General  Corporation  Law,
       nor an actual  determination  by the Corporation  (including its Board of
       Directors,  independent  legal  counsel,  or its  stockholders)  that the
       claimant  has not met such  applicable  standard or  conduct,  shall be a
       defense to the action or create a  presumption  that the claimant has not
       met the applicable standard or conduct.

       (c)   Notwithstanding   any  limitation  to  the  contrary  contained  in
       sub-paragraphs  8(a) and 8(b),  the  corporation  shall,  to the  fullest
       extent  permitted  by Section 145 of the General  Corporation  Law of the
       State of Delaware, as the same may be amended and supplemented, indemnify
       any and all  persons  whom it shall  have power to  indemnify  under said
       section  from and against  any and all of the  expenses,  liabilities  or
       other  matters  referred  to in or  covered  by  said  section,  and  the
       indemnification  provided for herein shall not be deemed exclusive of any
       other rights to which those indemnified may be entitled under any By-law,
       agreement,  vote of stockholders or disinterested Directors or otherwise,
       both as to action in his  official  capacity  and as to action in another
       capacity while holding such office, and shall continue as to a person who
       has ceased to be director,  officer, employee or agent and shall inure to
       the benefit of the heirs, executors and administrators of such a person.

       (d) INSURANCE:

       The Corporation may maintain insurance, at its expense, to protect itself
       and any  director,  officer,  employee  or  agent of the  Corporation  or
       another  corporation,   partnership,   joint  venture,   trust  or  other
       enterprise  against any such expense,  liability or loss,  whether or not
       the  Corporation  would have the power to indemnify  such person  against
       such expense,  liability or loss under the Delaware  General  Corporation
       Law.

       In  addition,   Article  Eight  of  the   Registrant's   Certificate   of
Incorporation, as amended, provides that:

         Under Section  102(b)(7) of the Delaware  General  Corporation Law, and
         other provisions of the Delaware  General  Corporation Law, no director
         shall be personally  liable to the Corporation or its  stockholders for

                                       5
<PAGE>

         monetary damages for any breach of fiduciary duty by such director as a
         director.  Notwithstanding the foregoing sentence,  a director shall be
         liable to the extent  provided by applicable  law (i) for breach of the
         director's duty of loyalty to the Corporation or its stockholders, (ii)
         for acts or omissions  not in good faith or which  involve  intentional
         misconduct or a knowing violation of law, (iii) pursuant to Section 174
         of the Delaware  General  Corporation  Law or (iv) for any  transaction
         from  which the  director  derived an  improper  personal  benefit.  No
         amendment  to or  repeal of this  Article 9 shall  apply to or have any
         effect on the  liability  or alleged  liability  of any director of the
         Corporation  for or  with  respect  to any  acts or  omissions  of such
         director occurring prior to such amendment.

         The Company has  liability  insurance  for the benefit of its directors
and officers.  The insurance  covers,  in general,  claims  against such persons
alleging error, omission, misstatement, misleading statement, neglect, breach of
duty or negligent  act. The  insurance  also provides  certain  coverage for the
Company and employees of the Company in connection  with certain  securities law
claims.  The insurance covers claims referenced  above,  except as prohibited by
law, or otherwise excluded by such insurance policy.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the 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 Act and will be governed by the final adjudication of
such issue.

Item 7.           Exemption from Registration Claimed.

         Not applicable

Item 8.           Exhibits.

<TABLE>
<CAPTION>

      Exhibit No.                                   Description                                 Method of Filing
      -----------                                   -----------                                 ----------------

          <S>           <C>                                                                            <C>
          3.1           Certificate    of    Incorporation,    as   amended,    of   VDC               (1)
                        Communications, Inc.

          3.2           Amended and Restated Bylaws of VDC Communications, Inc.                        (1)

          5.1           Opinion of Buchanan  Ingersoll  Professional  Corporation  as to               (2)
                        the legality of the shares being registered

                                       6
<PAGE>

          23.1          Consent   of   Buchanan   Ingersoll   Professional   Corporation               (2)
                        (contained in Exhibit 5.1)

          23.2          Consent of BDO Seidman, LLP                                                    (2)

          24.1          Power of Attorney                                                              (3)

</TABLE>

(1)      Filed as an Exhibit to Registrant's registration statement on Form S-4,
filed with the SEC on September 9, 1998, and incorporated by reference herein.

(2)      Filed herewith.

(3)      Included as part of the signature page to this Registration Statement.

Item 9.           Undertakings.

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

         (c)      Insofar as  indemnification  for  liabilities  arising   under
                  the  Securities  Act of 1933 may be  permitted  to  directors,
                  officers and  controlling  persons of the  Registrant pursuant
                  to the foregoing  provisions, or otherwise, the Registrant has
                  been  advised  that  in  the  opinion of  the  Securities  and
                  Exchange  Commission  such  indemnification  is against public

                                       7
<PAGE>

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



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Greenwich,  State of Connecticut,  on this 19th
day of November, 1999.

                                          VDC COMMUNCATIONS, INC.


                                          By:/s/ Frederick A. Moran
                                             -------------------------
                                                 Frederick A. Moran
                                                 Chairman of the Board, Chief
                                                 Executive Officer, Chief
                                                 Financial Officer, and Director



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below  constitutes  and  appoints  Frederick  A.  Moran,  his  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said 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 and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

                                       8
<PAGE>

/s/ Frederick A. Moran                               Dated: November 19, 1999
------------------------------------                        --------------------
Frederick A. Moran
Chairman of the Board, Chief Executive
Officer, Director, and Chief Financial
Officer (Principal Executive, Financial
and Accounting Officer)

/s/ Hussein Elkholy                                  Dated: October 27, 1999
------------------------------------                        --------------------
Dr. Hussein Elkholy
Director

/s/ James B. Dittman                                 Dated: November 18, 1999
------------------------------------                        --------------------
James B. Dittman
Director

/s/  Leonard Hausman                                 Dated: November 18, 1999
------------------------------------                       ---------------------
Dr. Leonard Hausman
Director

                                       9
<PAGE>

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

     Exhibit Number                                                                              Page Number in
     (Referenced to                                                                               Rule 0-3 (b)
      Item 601 of                                                                                  Sequential
       Reg. S-K)                                                                                Numbering System
                                                                                                Where Exhibit Can
                                                                                                    Be Found
           <S>            <C>
            5.1           Opinion of Buchanan  Ingersoll  Professional  Corporation  as to
                          the legality of the shares being registered

           23.1           Consent   of   Buchanan   Ingersoll   Professional   Corporation
                          (contained in Exhibit 5.1)

           23.2           Consent of BDO Seidman, LLP

           24.1           Power of Attorney (included as part  of the  signature  page  to
                          this Registration Statement)

</TABLE>

                                       10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30317}]
{"company-data": {"conformed-name": "VDC COMMUNICATIONS INC", "cik": "0000784961", "assigned-sic": "4813", "irs-number": "061524454", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91301", "film-number": "99761119"}, "business-address": {"street1": "75 HOLLY HILL LANE", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2038695100"}, "mail-address": {"street1": "75 HOLLY HILL LANE", "city": "GREENWICH", "state": "CT", "zip": "06831"}, "former-company": {"former-conformed-name": "VDC CORP LTD", "date-changed": "19960117"}}
REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

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

           DELAWARE                                               06-1524454
(State or other jurisdiction of                               (I.R.S.  Employer
incorporation or organization)                               Identification No.)

                               75 Holly Hill Lane
                          Greenwich, Connecticut 06830
                                 (203) 869-5100

                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)
                           --------------------------

         VDC Communications, Inc. 1998 Stock Incentive Plan, as Amended
                            (Full title of the plan)

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

                               Frederick A. Moran
                      Chairman and Chief Executive Officer
                            VDC Communications, Inc.
                               75 Holly Hill Lane
                          Greenwich, Connecticut 06830
                                 (203) 869-5100

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

                                   COPIES TO:
    Louis D. Frost, Esq.                         James J. Barnes, Esq.
  VDC Communications, Inc.           Buchanan Ingersoll Professional Corporation
     75 Holly Hill Lane                            One Oxford Centre
Greenwich, Connecticut 06830                  301 Grant Street, 20th Floor
       (203) 869-5100                      Pittsburgh, Pennsylvania 15219-1410
CALCULATION OF REGISTRATION FEE

              Title of
             Each Class
           Of Securities                  Amount            Proposed               Proposed
               To Be                      To Be         Maximum Offering       Maximum Aggregate         Amount of
             Registered               Registered(1)     Price Per Share         Offering Price        Registration Fee
             ----------               -------------     ---------------         --------------        ----------------
Common Stock, $.0001 par  value        4,224,500           $1.094(2)              $4,621,603               $1,285
Common Stock, $.0001 par value           565,500            $1.25(3)                $706,875                 $197
Common Stock $.0001 par value            210,000            $1.38(3)                $289,800                  $81
(1)      Pursuant to Rule 416 of the  Securities  Act of 1933, as amended,  this
         Registration  Statement also includes additional shares of common stock
         issuable upon stock splits, stock dividends or similar transactions.

(2)      Estimated  pursuant to Rule 457(c) for the purpose of  calculating  the
         registration  fee.  Based on the average of the high and low prices per
         share of common  stock on November 17, 1999 as reported on the American
         Stock Exchange.

(3)      In accordance with Rule 457(h), such price  is the exercise  price  for
         the shares underlying these outstanding options.

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

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule  428(b)(1).  Such  documents are
not being filed with the Securities and Exchange  Commission (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents  incorporated
by reference  in this  Registration  Statement  pursuant to Item 3 of Part II of
this Form,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

Item 3.       Incorporation of Documents by Reference.

         The following  documents,  which have been filed by VDC Communications,
Inc.,  a  Delaware  corporation  (the  "Company"),   with  the  Commission,  are
incorporated herein by reference:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended June 30, 1999, as filed with the Commission on September
                  28, 1999 pursuant to the  Securities  Exchange Act of 1934, as
                  amended (the "Exchange Act") (File No. 001-14281).

                                       2
(b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended  September  30, 1999,  as filed with the  Commission  on
                  November  15,  1999  pursuant  to the  Exchange  Act (File No.
                  001-14281).

         (c)      The  Company's   Proxy  Statement  on  Schedule  14A  for  the
                  Company's 1999 Annual Meeting, as filed with the Commission on
                  November  10,  1999  pursuant  to the  Exchange  Act (File No.
                  001-14281).

         (d)      The  descriptions  of the  Company's  common  stock  which are
                  contained  in  registration  statements  on Form 8-A under the
                  Exchange Act,  including  any amendment  reports filed for the
                  purpose of updating such description.

         (e)      In  addition,  all  documents  filed by the  Company  with the
                  Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of
                  the  Exchange  Act,  prior to the  filing of a  post-effective
                  amendment which  indicates that all securities  offered hereby
                  have  been  sold or  which  deregisters  all  securities  then
                  remaining  unsold,  shall  be  deemed  to be  incorporated  by
                  reference  herein and to be part  hereof  from the date of the
                  filing of such documents.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

              Section  145(a)  of the  General  Corporation  Law of the State of
Delaware ("Delaware  Corporation Law") provides,  in general, that a corporation
shall  have  the  power  to  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact that he is or was a director or officer of the corporation or is serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation or business entity.  Such indemnity may be against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding,  if the  indemnified  party  acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and if, with  respect to any  criminal  action or  proceeding,  the
indemnified  party did not have  reasonable  cause to believe  his  conduct  was
unlawful.

              Section  145(b)  of the  Delaware  Corporation  Law  provides,  in
general, that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its favor by reason  of the fact  that he is or was a  director  or
officer  of  the  corporation  or is or  was  serving  at  the  request  of  the
corporation as a director,  officer, employee or agent or another corporation or
business entity,  against any expenses (including  attorneys' fees) actually and

                                       3
reasonably  incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the corporation.

              Section  145(g)  of the  Delaware  Corporation  Law  provides,  in
general,  that a  corporation  shall  have the power to  purchase  and  maintain
insurance  on behalf of any person  who is or was a  director  or officer of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee or agent or another corporation or business entity
against any liability asserted against him in any such capacity,  or arising out
of his status as such,  whether or not the  corporation  would have the power to
indemnify him against such liability under the provisions of the law.

         Article Seventh of the Registrant's  Certificate of  Incorporation,  as
amended, (incorporated by reference herein) provides that:

       (a) RIGHT TO  INDEMNIFICATION.  Each person who was or is made a party or
       is  threatened  to be made a party or is involved in any action,  suit or
       proceeding,  whether civil,  criminal,  administrative  or  investigative
       (hereinafter a "proceeding"),  by reason of the fact that he or she, or a
       person  of  whom  he or  she  is the  legal  representative,  is or was a
       director  or  officer,  of the  Corporation  or is or was  serving at the
       request of the Corporation as a director,  officer,  employee or agent of
       another  corporation or of a partnership,  joint venture,  trust or other
       enterprise,  including  service with respect to employee  benefit  plans,
       whether  the basis of such  proceeding  is alleged  action in an official
       capacity  as a  director,  officer,  employee  or agent  or in any  other
       capacity while serving as a director,  officer,  employee or agent, shall
       be indemnified and held harmless by the Corporation to the fullest extent
       authorized by the Delaware General Corporation Law, as the same exists or
       may hereafter be amended (but, in the case of any such amendment, only to
       the extent that such amendment permits the Corporation to provide broader
       indemnification rights than said law permitted the Corporation to provide
       prior  to such  amendment),  against  all  expense,  liability  and  loss
       (including  attorneys'  fees,  judgments,  fines,  ERISA  excise taxes or
       penalties  and  amounts  paid  or to be paid  in  settlement)  reasonably
       incurred  or suffered by such  person in  connection  therewith  and such
       indemnification  shall  continue  as to a person  who has  ceased to be a
       director,  officer,  employee  or agent and shall inure to the benefit of
       his or her heirs, executors and administrators;  provided, however, that,
       except as  provided  in  paragraph  (b)  hereof,  the  Corporation  shall
       indemnify any such person seeking  indemnification  in connection  with a
       proceeding  (or  part  thereof)  initiated  by such  person  only if such
       proceeding  (or part thereof) was authorized by the Board of Directors of
       the Corporation.  The right to indemnification  conferred in this Section
       shall be a contract  right and shall  include the right to be paid by the
       Corporation  the expenses  incurred in defending  any such  proceeding in
       advance  of  its  final  disposition;  provided,  however,  that,  if the
       Delaware General  Corporation Law requires,  the payment of such expenses
       incurred by a director or officer in his or her capacity as a director or
       officer  (and  not in any  other  capacity  in  which  service  was or is
       rendered by such person while a director or officer,  including,  without
       limitation,  service to an employee benefit plan) in advance of the final
       disposition  of a  proceeding,  shall be made only upon  delivery  to the
       corporation  of an  undertaking,  by or on  behalf  of such  director  or
       officer,  to repay all  amounts so  advanced  if it shall  ultimately  be
       determined   that  such  director  or  officer  is  not  entitled  to  be
       indemnified  under this Section or  otherwise.  The  Corporation  may, by

                                       4
action of its Board of Directors,  provide  indemnification  to employees
       and  agents of the  Corporation  with the same  scope  and  effect as the
       foregoing indemnification of directors and officers.

       (b) RIGHT OF CLAIMANT TO BRING SUIT:

       If a claim under paragraph (a) of this Section is not paid in full by the
       Corporation within thirty days after a written claim has been received by
       the  Corporation,  the  claimant  may at any time  thereafter  bring suit
       against the Corporation to recover the unpaid amount of the claim and, if
       successful in whole or in part, the claimant shall be entitled to be paid
       also the expense of prosecuting  such claim. It shall be a defense to any
       such action (other than an action brought to enforce a claim for expenses
       incurred in defending any proceeding in advance of its final  disposition
       where the required undertaking,  if any is required, has been tendered to
       the  Corporation)  that the claimant has not met the standards of conduct
       which make it permissible under the Delaware General  Corporation Law for
       the Corporation to indemnify the claimant for the amount claimed, but the
       burden of proving such defense shall be on the  Corporation.  Neither the
       failure of the Corporation (including its Board of Directors, independent
       legal counsel, or its stockholders) to have made a determination prior to
       the commencement of such action that  indemnification  of the claimant is
       proper  in the  circumstances  because  he or she has met the  applicable
       standard of conduct set forth in the Delaware  General  Corporation  Law,
       nor an actual  determination  by the Corporation  (including its Board of
       Directors,  independent  legal  counsel,  or its  stockholders)  that the
       claimant  has not met such  applicable  standard or  conduct,  shall be a
       defense to the action or create a  presumption  that the claimant has not
       met the applicable standard or conduct.

       (c)   Notwithstanding   any  limitation  to  the  contrary  contained  in
       sub-paragraphs  8(a) and 8(b),  the  corporation  shall,  to the  fullest
       extent  permitted  by Section 145 of the General  Corporation  Law of the
       State of Delaware, as the same may be amended and supplemented, indemnify
       any and all  persons  whom it shall  have power to  indemnify  under said
       section  from and against  any and all of the  expenses,  liabilities  or
       other  matters  referred  to in or  covered  by  said  section,  and  the
       indemnification  provided for herein shall not be deemed exclusive of any
       other rights to which those indemnified may be entitled under any By-law,
       agreement,  vote of stockholders or disinterested Directors or otherwise,
       both as to action in his  official  capacity  and as to action in another
       capacity while holding such office, and shall continue as to a person who
       has ceased to be director,  officer, employee or agent and shall inure to
       the benefit of the heirs, executors and administrators of such a person.

       (d) INSURANCE:

       The Corporation may maintain insurance, at its expense, to protect itself
       and any  director,  officer,  employee  or  agent of the  Corporation  or
       another  corporation,   partnership,   joint  venture,   trust  or  other
       enterprise  against any such expense,  liability or loss,  whether or not
       the  Corporation  would have the power to indemnify  such person  against
       such expense,  liability or loss under the Delaware  General  Corporation
       Law.

       In  addition,   Article  Eight  of  the   Registrant's   Certificate   of
Incorporation, as amended, provides that:

         Under Section  102(b)(7) of the Delaware  General  Corporation Law, and
         other provisions of the Delaware  General  Corporation Law, no director
         shall be personally  liable to the Corporation or its  stockholders for

                                       5
monetary damages for any breach of fiduciary duty by such director as a
         director.  Notwithstanding the foregoing sentence,  a director shall be
         liable to the extent  provided by applicable  law (i) for breach of the
         director's duty of loyalty to the Corporation or its stockholders, (ii)
         for acts or omissions  not in good faith or which  involve  intentional
         misconduct or a knowing violation of law, (iii) pursuant to Section 174
         of the Delaware  General  Corporation  Law or (iv) for any  transaction
         from  which the  director  derived an  improper  personal  benefit.  No
         amendment  to or  repeal of this  Article 9 shall  apply to or have any
         effect on the  liability  or alleged  liability  of any director of the
         Corporation  for or  with  respect  to any  acts or  omissions  of such
         director occurring prior to such amendment.

         The Company has  liability  insurance  for the benefit of its directors
and officers.  The insurance  covers,  in general,  claims  against such persons
alleging error, omission, misstatement, misleading statement, neglect, breach of
duty or negligent  act. The  insurance  also provides  certain  coverage for the
Company and employees of the Company in connection  with certain  securities law
claims.  The insurance covers claims referenced  above,  except as prohibited by
law, or otherwise excluded by such insurance policy.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the 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 Act and will be governed by the final adjudication of
such issue.

Item 7.           Exemption from Registration Claimed.

         Not applicable

Item 8.           Exhibits.
Exhibit No.                                   Description                                 Method of Filing
      -----------                                   -----------                                 ----------------
3.1           Certificate    of    Incorporation,    as   amended,    of   VDC               (1)
                        Communications, Inc.

          3.2           Amended and Restated Bylaws of VDC Communications, Inc.                        (1)

          5.1           Opinion of Buchanan  Ingersoll  Professional  Corporation  as to               (2)
                        the legality of the shares being registered

                                       6
23.1          Consent   of   Buchanan   Ingersoll   Professional   Corporation               (2)
                        (contained in Exhibit 5.1)

          23.2          Consent of BDO Seidman, LLP                                                    (2)

          24.1          Power of Attorney                                                              (3)
(1)      Filed as an Exhibit to Registrant's registration statement on Form S-4,
filed with the SEC on September 9, 1998, and incorporated by reference herein.

(2)      Filed herewith.

(3)      Included as part of the signature page to this Registration Statement.

Item 9.           Undertakings.

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

         (c)      Insofar as  indemnification  for  liabilities  arising   under
                  the  Securities  Act of 1933 may be  permitted  to  directors,
                  officers and  controlling  persons of the  Registrant pursuant
                  to the foregoing  provisions, or otherwise, the Registrant has
                  been  advised  that  in  the  opinion of  the  Securities  and
                  Exchange  Commission  such  indemnification  is against public

                                       7
policy   as    expressed   in   the  Act  and  is,  therefore,
                  unenforceable.  In the  event that a claim for indemnification
                  against   such   liabilities  (other  than the  payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or  controlling  person  of  the  Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the Registrant will,  unless in
                  the opinion of its  counsel  the  matter  has been  settled by
                  controlling  precedent,  submit to a  court  of    appropriate
                  jurisdiction  the question  whether  such  indemnification  by
                  it is against  public  policy as expressed in the Act and will
                  be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Greenwich,  State of Connecticut,  on this 19th
day of November, 1999.

                                          VDC COMMUNCATIONS, INC.

                                          By:/s/ Frederick A. Moran
                                             -------------------------
                                                 Frederick A. Moran
                                                 Chairman of the Board, Chief
                                                 Executive Officer, Chief
                                                 Financial Officer, and Director

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below  constitutes  and  appoints  Frederick  A.  Moran,  his  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said 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 and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

                                       8
/s/ Frederick A. Moran                               Dated: November 19, 1999
------------------------------------                        --------------------
Frederick A. Moran
Chairman of the Board, Chief Executive
Officer, Director, and Chief Financial
Officer (Principal Executive, Financial
and Accounting Officer)

/s/ Hussein Elkholy                                  Dated: October 27, 1999
------------------------------------                        --------------------
Dr. Hussein Elkholy
Director

/s/ James B. Dittman                                 Dated: November 18, 1999
------------------------------------                        --------------------
James B. Dittman
Director

/s/  Leonard Hausman                                 Dated: November 18, 1999
------------------------------------                       ---------------------
Dr. Leonard Hausman
Director

                                       9
EXHIBIT INDEX

     Exhibit Number                                                                              Page Number in
     (Referenced to                                                                               Rule 0-3 (b)
      Item 601 of                                                                                  Sequential
       Reg. S-K)                                                                                Numbering System
                                                                                                Where Exhibit Can
                                                                                                    Be Found
5.1           Opinion of Buchanan  Ingersoll  Professional  Corporation  as to
                          the legality of the shares being registered

           23.1           Consent   of   Buchanan   Ingersoll   Professional   Corporation
                          (contained in Exhibit 5.1)

           23.2           Consent of BDO Seidman, LLP

           24.1           Power of Attorney (included as part  of the  signature  page  to
                          this Registration Statement)
10