As filed with the Securities and Exchange Commission on November 22, 2000
                                                           Registration No. 333-
================================================================================


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

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

                                  VIATEL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                13-3787366
  (State or Other Jurisdiction of                  (I.R.S. Employer
   Incorporation or Organization)                 Identification No.)


                                685 Third Avenue
                            New York, New York 10017
                    (Address of Principal Executive Offices)

                     VIATEL, INC. 2000 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                             James P. Prenetta, Esq.
                    Senior Vice President and General Counsel
                                  Viatel, Inc.
                                685 Third Avenue
                            New York, New York 10017
                     (Name and Address of Agent for Service)

                                 (212) 350-9200
          (Telephone Number, Including Area Code, of Agent for Service)

                                   __________

                                    COPY TO:

                              Patricia M. Lee, Esq.
                            Kelley Drye & Warren LLP
                                 101 Park Avenue
                            New York, New York 10178
                                 (212) 808-7800
                                   __________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================== ==================== ====================== ====================== ======================
                                                  Proposed Maximum       Proposed Maximum
   Title of Securities        Amount To Be       Offering Price Per     Aggregate Offering          Amount of
    To Be Registered           Registered             Share(1)               Price(1)            Registration Fee
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
<S>                        <C>                  <C>                    <C>                    <C>

Common stock,               5,200,000 shares          $4.734375             $24,618,750             $6,499.35
par value $.01 per share
========================== ==================== ====================== ====================== ======================

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in accordance  with Rule 457(c) and (h)
     under the Securities Act of 1933, as amended.  The price per share is estimated based on the average of the high
     and low trading prices for Viatel, Inc.'s common stock on November 20, 2000, as reported by the Nasdaq National
     Market.
</TABLE>

================================================================================


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
(the "COMMISSION") by Viatel, Inc. (the "REGISTRANT") are hereby incorporated by
reference in this Registration Statement:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
as filed with the Commission on April 14, 2000;

     (b) Quarterly  Report on Form 10-Q for the quarter ended March 31, 2000, as
filed with the Commission on May 14, 2000, Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, as filed with the Commission on August 14, 2000 and
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, as filed
with the Commission on November 14, 2000;

     (c) Current  Reports on Form 8-K, as filed with the  Commission on February
16, March 14, March 30, April 3, April 7, October 5, October 25  and November 8,
2000;

     (d)  Amendment  to the  Current  Report on Form  8-K/A,  as filed  with the
Commission on May 12, 2000;

     (e) The  description  of the  Registrant's  common stock,  $0.01 par value,
contained in the Registrant's  Registration  Statement on Form 8-A (Registration
No.  000-21261) filed with the Commission on August 27, 1996 under Section 12 of
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); and

     (f) All documents and reports filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective  amendment to the Registration Statement which
indicates  that  the  securities   offered  hereby  have  been  sold,  or  which
deregisters all such  securities  remaining  unsold,  shall also be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof commencing on the respective dates on which such documents are filed.

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 of the General  Corporations  Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may 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 (a  "PROCEEDING")  (other than an action by or in the right of the


                                       2
<PAGE>

corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him or her in connection  with such action,
suit or  proceeding  if he or she acted in good  faith and in a manner he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his or her  conduct  was  unlawful.  A  Delaware
corporation  may indemnify  any person under such Section in  connection  with a
proceeding  by or in the right of the  corporation  to procure  judgment  in its
favor,  as provided  in the  preceding  sentence,  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made with respect thereto  unless,  and then only to the extent that, a
court of competent  jurisdiction  shall  determine  upon  application  that such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court shall deem proper. A Delaware corporation must indemnify present or former
directors and officers who are  successful on the merits or otherwise in defense
of any action, suit or proceeding or in defense of any claim, issue or matter in
any  proceeding,  by  reason  of the fact  that he or she is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request  of  the  corporation,  against  expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him or her in  connection  therewith.  A
Delaware  corporation  may pay  for the  expenses  (including  attorneys'  fees)
incurred by an officer or director in defending a  proceeding  in advance of the
final disposition upon receipt of an undertaking by or on behalf of such officer
or director to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the  corporation.  Article Tenth of the
Registrant's  Third  Amended  and  Restated  Certificate  of  Incorporation,  as
amended,  and Article X of the  Registrant's  Third Amended and Restated  Bylaws
provide for  indemnification  of directors  and  officers to the fullest  extent
permitted by Section 145 of the DGCL.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) with  respect to  certain  unlawful  dividend
payments or stock  redemptions or repurchases or (iv) for any  transaction  from
which the director derived an improper  personal  benefit.  Article Ninth of the
Registrant's  Third  Amended  and  Restated  Certificate  of  Incorporation,  as
amended,  eliminates the liability of directors to the fullest extent  permitted
by Section 102(b)(7) of the DGCL.

     Section 145 of the DGCL  permits a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other employee  against any liability  asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors' liability insurance of $50 million for members
of its Board of Directors and executive  officers.  In addition,  the Registrant
has entered into  agreements  to indemnify  its  directors and officers from and
against any Expenses (as defined in the  indemnity  agreement)  incurred by such
person in connection  with  investigating,  defending,  serving as a witness in,
participating  in (including on appeal) or preparing for any of the foregoing in
any threatened, pending or contemplated action, suit or proceeding (including an
action  by or in the  right  of the  Registrant),  or any  inquiry,  hearing  or
investigation,  to the  fullest  extent  permitted  by law,  as such  law may be
amended  or  interpreted  (but  only  to  the  extent  that  such  amendment  or
interpretation  provides  for broader  indemnification  rights).  The  indemnity
agreement contains certain provisions to ensure that the indemnitee receives the
benefits contemplated by the agreement in the event of a "change in control" (as
defined in the indemnity  agreement) such as the  establishment and funding of a


                                       3
<PAGE>

trust  in an  amount  sufficient  to  satisfy  any and all  expenses  reasonably
anticipated to be incurred by the indemnitee in connection  with  investigating,
preparing for, participating in and/or defending a proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.                                          DESCRIPTION
-----------      ---------------------------------------------------------------

4.1              Amended  and  Restated  Certificate  of  Incorporation  of  the
                 Registrant   (incorporated   herein  by  reference  to  Exhibit
                 3.1(i)(b) to the  Registrant's  Registration  Statement on Form
                 S-1,  Registration  No.  333-09699,  filed on  August  7,  1996
                 ("VIATEL'S   FORM   S-1"));    Certificate   of   Designations,
                 Preferences  and Rights of 10% Series A Redeemable  Convertible
                 Preferred  Stock,  $.01  par  value  (incorporated   herein  by
                 reference to Exhibit 3(i)(b) to the  Registrant's  Registration
                 Statement on Form S-4, filed on July 10, 1998, Registration No.
                 333-58921 ("VIATEL'S 1998 FORM S-4")); Certificate of Amendment
                 to  the  Registrant's   Amended  and  Restated  Certificate  of
                 Incorporation  (incorporated herein by reference to Exhibit 4.9
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarterly period ended September 30, 1998, File No. 000-21261);
                 Second Certificate of Amendment to the Registrant's Amended and
                 Restated  Certificate of Incorporation  (incorporated herein by
                 reference to Exhibit  3.1(i) to the  Registrant's  Registration
                 Statement on Form S-4, filed on October 15, 1999,  Registration
                 No. 333-89143  ("VIATEL'S OCTOBER 1999 FORM S-4");  Certificate
                 of  Designations  of  Series A Junior  Participating  Preferred
                 Stock of the  Registrant  (incorporated  herein by reference to
                 Exhibit 3(i)(2) to the Registrant's Current Report on Form 8-K,
                 dated December 29, 1999,  File No.  000-21261);  Certificate of
                 Designations,   Preferences  and  Rights  of  7.50%  Cumulative
                 Convertible  Preferred Stock Series B-1 Due 2015  (incorporated
                 herein by  reference  to  Exhibit  3.1(i)  to the  Registrant's
                 Annual  Report on Form 10-K for the fiscal year ended  December
                 31,  1999   ("VIATEL'S   1999  FORM  10-K"));   Certificate  of
                 Designations,   Preferences  and  Rights  of  7.50%  Cumulative
                 Convertible  Preferred Stock Series B-2 Due 2015  (incorporated
                 herein by  reference  to Exhibit  3.1(i) to Viatel's  1999 Form
                 10-K); and Certificate of Designations,  Preferences and Rights
                 of  Convertible  Preferred  Stock  Series  C  (incorporated  by
                 reference to Exhibit 3.1(i) to Viatel's 1999 Form 10-K).

4.2              Third   Amended   and   Restated   Bylaws  of  the   Registrant
                 (incorporated   herein  by  reference  to  Exhibit  3.1(ii)  to
                 Viatel's October 1999 Form S-4).

4.3              Certificate of Trust of Viatel  Financing  Trust I, dated March
                 30, 2000 (incorporated  herein by reference to Exhibit 3.1(iii)
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarterly  period  ended March 31,  2000,  File No.  000-21261,
                 filed  on May 15,  2000  ("VIATEL'S  FIRST  QUARTER  2000  FORM
                 10-Q")).


                                       4
<PAGE>

4.4              Amended and Restated  Declaration of Trust of Viatel  Financing
                 Trust I, dated and effective as of April 12, 2000 (incorporated
                 herein by  reference  to  Exhibit  3.1(iv)  to  Viatel's  First
                 Quarter 2000 Form 10-Q).

4.5              Specimen  of  the   Registrant's   common   stock   certificate
                 (incorporated  by  reference  to Exhibit 4.4 to  Viatel's  Form
                 S-1).

4.6              Indenture,  dated as of April 8, 1998,  between the  Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  12.50% Senior  Discount Notes Due 2008 (including
                 form of 12.50% Senior  Discount Note)  (incorporated  herein by
                 reference to Exhibit 4.1 to Viatel's 1998 Form S-4).

4.7              Indenture,  dated as of April 8, 1998,  between the  Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  11.25% Senior Notes Due 2008  (including  form of
                 11.25%  Senior  Note)  (incorporated  herein  by  reference  to
                 Exhibit 4.2 to Viatel's 1998 Form S-4).

4.8              Indenture, dated as of April 8, 1998, among the Registrant, The
                 Bank   of  New   York,   as   Trustee,   and   Deutsche   Bank,
                 Aktiengesellschaft,  as German  Paying Agent and  Co-Registrar,
                 relating to the  Registrant's  12.40% Senior Discount Notes Due
                 2008   (including   form  of  12.40%  Senior   Discount   Note)
                 (incorporated  herein  by  reference  to  Exhibit  4.3  to  the
                 Registrant's 1998 Form S-4).

4.9              Indenture, dated as of April 8, 1998, among the Registrant, The
                 Bank   of  New   York,   as   Trustee,   and   Deutsche   Bank,
                 Aktiengesellschaft,  as German  Paying Agent and  Co-Registrar,
                 relating  to the  Registrant's  11.15%  Senior  Notes  Due 2008
                 (including form of 11.15% Senior Note) (incorporated  herein by
                 reference to Exhibit 4.4 to Viatel's 1998 Form S-4).

4.10             Indenture,  dated as of March 19, 1999,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  U.S. dollar  denominated  11.50% Senior Notes due
                 2009   (including   form  of   11.50%   Senior   Dollar   Note)
                 (incorporated  herein  by  reference  to  Exhibit  4.9  to  the
                 Registrant's  Registration  Statement  on Form  S-3,  filed  on
                 February 12, 1999, File No. 333-72309  ("VIATEL'S FEBRUARY 1999
                 FORM S-3")).

4.11             Indenture,  dated as of March 19, 1999,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  euro  denominated  11.50%  Senior  Notes due 2009
                 (including  form of  11.50%  Senior  Euro  Note)  (incorporated
                 herein by reference to Exhibit 4.10 to Viatel's  February  1999
                 Form S-3).

4.12             Indenture,   dated  as  of  July  1,   1997,   between   Destia
                 Communications,  Inc.  and The Bank of New  York,  as  Trustee,
                 relating to Destia's  13.50%  Senior Notes due 2007  (including
                 form of 13.50% Senior Note)  (incorporated  herein by reference
                 to Exhibit 4.5 of Destia  Communications,  Inc.'s  Registration
                 Statement on Form S-4, File No.  333-47711,  filed on August 7,
                 1997).


                                       5
<PAGE>

4.13             Indenture, dated as of December 8, 1999, between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  U.S. dollar  denominated  11.50% Senior Notes due
                 2009   (including   form  of   11.50%   Senior   Dollar   Note)
                 (incorporated  herein by  reference  to Exhibit 4.13 to Viatel,
                 Inc.'s Current Report on Form 8-K, dated December 9, 1999, File
                 No. 000-21261).

4.14             Rights  Agreement,  dated as of December  6, 1999,  between the
                 Registrant   and  The  Bank  of  New  York,   as  Rights  Agent
                 (incorporated  herein  by  reference  to  Exhibit  4.12  to the
                 Registrant's  Registration  Statement on Form 8-A12G,  filed on
                 December 27, 1999, File No. 000-21261).

4.15             Indenture,  dated as of April 20, 2000,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's 12 3/4% Senior Euro Notes due 2008 (including form
                 of 12 3/4% Senior  Note)  (incorporated  herein by reference to
                 Exhibit 4.11 to Viatel's First Quarter 2000 Form 10-Q).

4.16             Indenture,  dated as of April 20, 2000,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's 7 3/4% Convertible Junior Subordinated  Debentures
                 (incorporated  herein by  reference to Exhibit 4.12 to Viatel's
                 First Quarter 2000 Form 10-Q).

4.17             Registration  Rights  Agreement,  dated as of April  14,  2000,
                 between the Registrant  and Morgan  Stanley & Co.  Incorporated
                 Limited, Chase Securities,  Inc. and Credit Suisse First Boston
                 Corporation  (incorporated  herein by reference to Exhibit 4.13
                 to Viatel's First Quarter 2000 Form 10-Q).

4.18             Registration Rights Agreement, dated as of April 6, 2000, among
                 the Registrant,  Viatel Financing Trust I, Morgan Stanley & Co.
                 Incorporated,  Salomon Smith  Barney,  Inc. and Banc of America
                 Securities  LLC  (incorporated  herein by  reference to Exhibit
                 4.14 to Viatel's First Quarter 2000 Form 10-Q).

4.19             First  Supplemental  Indenture,  dated  as of  June  19,  2000,
                 between  the  Registrant  and The Bank of New York,  as Trustee
                 (incorporated  herein by  reference  to Exhibit 4.18 to Viatel,
                 Inc.'s  Registration  Statement on Form S-3,  Registration  No.
                 333-40692, filed on June 30, 2000).

4.20             Amendment  to Rights  Agreement,  dated as of February 1, 2000,
                 between  the  Registrant  and The Bank of New  York,  as Rights
                 Agent  (incorporated  herein by  reference  to Exhibit  4.16 to
                 Viatel's Second Quarter 2000 Form 10-Q).

4.21             Amendment No. 2 to Rights Agreement  between the Registrant and
                 The Bank of New York, as Rights Agent  (incorporated  herein by
                 reference to Exhibit 4.17 to Viatel, Inc.'s Quarterly Report on
                 Form 10-Q for the  quarterly  period ended  September 30, 2000,
                 File No. 000-21261, filed on November 14, 2000).

4.22             Viatel, Inc. 2000 Stock Incentive Plan (incorporated  herein by
                 reference  to  Annex  A  of  Viatel,  Inc.'s  Definitive  Proxy
                 Statement on Schedule 14A, File No. 000-21261,  filed on August
                 1, 2000).

4.23*            Certificate  of  Amendment  to  the  Registrant's  Amended  and
                 Restated  Certificate of Incorporation,  filed on September 18,
                 2000 with the Secretary of State of the State of Delaware.


                                       6
<PAGE>

5*               Opinion of Kelley  Drye & Warren LLP as to the  validity of the
                 securities being registered.

23.1*            Consent of Kelley Drye & Warren LLP  (included in their opinion
                 filed as Exhibit 5).

23.2*            Consent of KPMG LLP.

23.3*            Consent of Arthur Andersen LLP.

23.4*            Consent of PricewaterhouseCoopers.

24*              Powers of Attorney (See Signature Page).

______________________
  *Filed herewith


ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

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

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

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

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

PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, that are  incorporated  by reference in this  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


                                       7
<PAGE>

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 this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(c) Insofar  as indemnification for liabilities arising under the Securities Act
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 policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                       8
<PAGE>

                                   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 New  York, State of New  York,  on this 21st day of
November, 2000.

                                                 VIATEL, INC.

                                  By:  /S/ MICHAEL J.Mahoney
                                     -------------------------------------------
                                  Name:  Michael J. Mahoney
                                  Title:  Chairman of the Board and
                                           Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Michael J.  Mahoney,  Allan L. Shaw and James P.  Prenetta and each of them,  as
attorneys-in-fact,  with full power of substitution,  to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file any and all amendments to this  Registration  Statement,  including any and
all post-effective amendments.

     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:

SIGNATURE                    TITLE                             DATE

/S/ MICHAEL J. MAHONEY       Chairman of the Board and Chief   November 21, 2000
---------------------------     Executive Officer
  Michael J. Mahoney

/S/ WILLIAM C. MURPHY        President and Director            November 21, 2000
---------------------------
  William C. Murphy

/S/ ALLAN L. SHAW            Chief Financial Officer           November 21, 2000
---------------------------
  Allan L. Shaw

/S/ ALFRED WEST              Vice Chairman and Director        November 21, 2000
---------------------------
  Alfred West

/S/ FRANCIS J. MOUNT         Director                          November 21, 2000
---------------------------
  Francis J. Mount



                                       9
<PAGE>

/S/ PAUL G. PIZZANI          Director                          November 21, 2000
---------------------------
  Paul G. Pizzani

/S/ JOHN G. GRAHAM           Director                          November 21, 2000
---------------------------
  John G. Graham

/S/ EDWARD C. SCHMULTS       Director                          November 21, 2000
---------------------------
  Edward C. Schmults

/S/JOHN R. MUSE              Director                          November 21, 2000
---------------------------
  John R. Muse



                                       10
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION
--------------------------------------------------------------------------------

4.1              Amended  and  Restated  Certificate  of  Incorporation  of  the
                 Registrant   (incorporated   herein  by  reference  to  Exhibit
                 3.1(i)(b) to the  Registrant's  Registration  Statement on Form
                 S-1,  Registration  No.  333-09699,  filed on  August  7,  1996
                 ("VIATEL'S   FORM   S-1"));    Certificate   of   Designations,
                 Preferences  and Rights of 10% Series A Redeemable  Convertible
                 Preferred  Stock,  $.01  par  value  (incorporated   herein  by
                 reference to Exhibit 3(i)(b) to the  Registrant's  Registration
                 Statement on Form S-4, filed on July 10, 1998, Registration No.
                 333-58921 ("VIATEL'S 1998 FORM S-4")); Certificate of Amendment
                 to  the  Registrant's   Amended  and  Restated  Certificate  of
                 Incorporation  (incorporated herein by reference to Exhibit 4.9
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarterly period ended September 30, 1998, File No. 000-21261);
                 Second Certificate of Amendment to the Registrant's Amended and
                 Restated  Certificate of Incorporation  (incorporated herein by
                 reference to Exhibit  3.1(i) to the  Registrant's  Registration
                 Statement on Form S-4, filed on October 15, 1999,  Registration
                 No. 333-89143  ("VIATEL'S OCTOBER 1999 FORM S-4");  Certificate
                 of  Designations  of  Series A Junior  Participating  Preferred
                 Stock of the  Registrant  (incorporated  herein by reference to
                 Exhibit 3(i)(2) to the Registrant's Current Report on Form 8-K,
                 dated December 29, 1999,  File No.  000-21261);  Certificate of
                 Designations,   Preferences  and  Rights  of  7.50%  Cumulative
                 Convertible  Preferred Stock Series B-1 Due 2015  (incorporated
                 herein by  reference  to  Exhibit  3.1(i)  to the  Registrant's
                 Annual  Report on Form 10-K for the fiscal year ended  December
                 31,  1999   ("VIATEL'S   1999  FORM  10-K"));   Certificate  of
                 Designations,   Preferences  and  Rights  of  7.50%  Cumulative
                 Convertible  Preferred Stock Series B-2 Due 2015  (incorporated
                 herein by  reference  to Exhibit  3.1(i) to Viatel's  1999 Form
                 10-K); and Certificate of Designations,  Preferences and Rights
                 of  Convertible  Preferred  Stock  Series  C  (incorporated  by
                 reference to Exhibit 3.1(i) to Viatel's 1999 Form 10-K).

4.2              Third   Amended   and   Restated   Bylaws  of  the   Registrant
                 (incorporated   herein  by  reference  to  Exhibit  3.1(ii)  to
                 Viatel's October 1999 Form S-4).

4.3              Certificate of Trust of Viatel  Financing  Trust I, dated March
                 30, 2000 (incorporated  herein by reference to Exhibit 3.1(iii)
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarterly  period  ended March 31,  2000,  File No.  000-21261,
                 filed  on May 15,  2000  ("VIATEL'S  FIRST  QUARTER  2000  FORM
                 10-Q")).

4.4              Amended and Restated  Declaration of Trust of Viatel  Financing
                 Trust I, dated and effective as of April 12, 2000 (incorporated
                 herein by  reference  to  Exhibit  3.1(iv)  to  Viatel's  First
                 Quarter 2000 Form 10-Q).

4.5              Specimen  of  the   Registrant's   common   stock   certificate
                 (incorporated  by  reference  to Exhibit 4.4 to  Viatel's  Form
                 S-1).

4.6              Indenture,  dated as of April 8, 1998,  between the  Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  12.50% Senior  Discount Notes Due 2008 (including
                 form of 12.50% Senior  Discount Note)  (incorporated  herein by
                 reference to Exhibit 4.1 to Viatel's 1998 Form S-4).



                                       11
<PAGE>

4.7              Indenture,  dated as of April 8, 1998,  between the  Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  11.25% Senior Notes Due 2008  (including  form of
                 11.25%  Senior  Note)  (incorporated  herein  by  reference  to
                 Exhibit 4.2 to Viatel's 1998 Form S-4).

4.8              Indenture, dated as of April 8, 1998, among the Registrant, The
                 Bank   of  New   York,   as   Trustee,   and   Deutsche   Bank,
                 Aktiengesellschaft,  as German  Paying Agent and  Co-Registrar,
                 relating to the  Registrant's  12.40% Senior Discount Notes Due
                 2008   (including   form  of  12.40%  Senior   Discount   Note)
                 (incorporated  herein  by  reference  to  Exhibit  4.3  to  the
                 Registrant's 1998 Form S-4).

4.9              Indenture, dated as of April 8, 1998, among the Registrant, The
                 Bank   of  New   York,   as   Trustee,   and   Deutsche   Bank,
                 Aktiengesellschaft,  as German  Paying Agent and  Co-Registrar,
                 relating  to the  Registrant's  11.15%  Senior  Notes  Due 2008
                 (including form of 11.15% Senior Note) (incorporated  herein by
                 reference to Exhibit 4.4 to Viatel's 1998 Form S-4).

4.10             Indenture,  dated as of March 19, 1999,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  U.S. dollar  denominated  11.50% Senior Notes due
                 2009   (including   form  of   11.50%   Senior   Dollar   Note)
                 (incorporated  herein  by  reference  to  Exhibit  4.9  to  the
                 Registrant's  Registration  Statement  on Form  S-3,  filed  on
                 February 12, 1999, File No. 333-72309  ("VIATEL'S FEBRUARY 1999
                 FORM S-3")).

4.11             Indenture,  dated as of March 19, 1999,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  euro  denominated  11.50%  Senior  Notes due 2009
                 (including  form of  11.50%  Senior  Euro  Note)  (incorporated
                 herein by reference to Exhibit 4.10 to Viatel's  February  1999
                 Form S-3).

4.12             Indenture,   dated  as  of  July  1,   1997,   between   Destia
                 Communications,  Inc.  and The Bank of New  York,  as  Trustee,
                 relating to Destia's  13.50%  Senior Notes due 2007  (including
                 form of 13.50% Senior Note)  (incorporated  herein by reference
                 to Exhibit 4.5 of Destia  Communications,  Inc.'s  Registration
                 Statement on Form S-4, File No.  333-47711,  filed on August 7,
                 1997).

4.13             Indenture, dated as of December 8, 1999, between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  U.S. dollar  denominated  11.50% Senior Notes due
                 2009   (including   form  of   11.50%   Senior   Dollar   Note)
                 (incorporated  herein by  reference  to Exhibit 4.13 to Viatel,
                 Inc.'s Current Report on Form 8-K, dated December 9, 1999, File
                 No. 000-21261).

4.14             Rights  Agreement,  dated as of December  6, 1999,  between the
                 Registrant   and  The  Bank  of  New  York,   as  Rights  Agent
                 (incorporated  herein  by  reference  to  Exhibit  4.12  to the
                 Registrant's  Registration  Statement on Form 8-A12G,  filed on
                 December 27, 1999, File No. 000-21261).

4.15             Indenture,  dated as of April 20, 2000,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's 12 3/4% Senior Euro Notes due 2008 (including form
                 of 12 3/4% Senior  Note)  (incorporated  herein by reference to
                 Exhibit 4.11 to Viatel's First Quarter 2000 Form 10-Q).

4.16             Indenture,  dated as of April 20, 2000,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the


                                       12
<PAGE>

                 Registrant's 7 3/4% Convertible Junior Subordinated  Debentures
                 (incorporated  herein by  reference to Exhibit 4.12 to Viatel's
                 First Quarter 2000 Form 10-Q).

4.17             Registration  Rights  Agreement,  dated as of April  14,  2000,
                 between the Registrant  and Morgan  Stanley & Co.  Incorporated
                 Limited, Chase Securities,  Inc. and Credit Suisse First Boston
                 Corporation  (incorporated  herein by reference to Exhibit 4.13
                 to Viatel's First Quarter 2000 Form 10-Q).

4.18             Registration Rights Agreement, dated as of April 6, 2000, among
                 the Registrant,  Viatel Financing Trust I, Morgan Stanley & Co.
                 Incorporated,  Salomon Smith  Barney,  Inc. and Banc of America
                 Securities  LLC  (incorporated  herein by  reference to Exhibit
                 4.14 to Viatel's First Quarter 2000 Form 10-Q).

4.19             First  Supplemental  Indenture,  dated  as of  June  19,  2000,
                 between  the  Registrant  and The Bank of New York,  as Trustee
                 (incorporated  herein by  reference  to Exhibit 4.18 to Viatel,
                 Inc.'s  Registration  Statement on Form S-3,  Registration  No.
                 333-40692, filed on June 30, 2000).

4.20             Amendment  to Rights  Agreement, dated  as of February 1, 2000,
                 between  the  Registrant  and The Bank of New  York,  as Rights
                 Agent  (incorporated  herein by  reference  to Exhibit  4.16 to
                 Viatel's Second Quarter 2000 Form 10-Q).

4.21             Amendment No. 2 to Rights Agreement  between the Registrant and
                 The Bank of New York, as Rights Agent  (incorporated  herein by
                 reference to Exhibit 4.17 to Viatel, Inc.'s Quarterly Report on
                 Form 10-Q for the  quarterly  period ended  September 30, 2000,
                 File No. 000-21261, filed on November 14, 2000).

4.22             Viatel, Inc. 2000 Stock Incentive Plan (incorporated  herein by
                 reference  to  Annex  A  of  Viatel,  Inc.'s  Definitive  Proxy
                 Statement on Schedule 14A, File No. 000-21261,  filed on August
                 1, 2000).

4.23*            Certificate  of  Amendment  to  the  Registrant's  Amended  and
                 Restated  Certificate of Incorporation,  filed on September 18,
                 2000 with the Secretary of State of the State of Delaware.

5*               Opinion of Kelley  Drye & Warren LLP as to the  validity of the
                 securities being registered.

23.1*            Consent of Kelley Drye & Warren LLP  (included in their opinion
                 filed as Exhibit 5).

23.2*            Consent of KPMG LLP.

23.3*            Consent of Arthur Andersen LLP.

23.4*            Consent of PricewaterhouseCoopers.

24*              Powers of Attorney (See Signature Page).

______________________
  *Filed herewith

                                       13
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As filed with the Securities and Exchange Commission on November 22, 2000
                                                           Registration No. 333-
================================================================================

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

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

                                  VIATEL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                13-3787366
  (State or Other Jurisdiction of                  (I.R.S. Employer
   Incorporation or Organization)                 Identification No.)

                                685 Third Avenue
                            New York, New York 10017
                    (Address of Principal Executive Offices)

                     VIATEL, INC. 2000 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                             James P. Prenetta, Esq.
                    Senior Vice President and General Counsel
                                  Viatel, Inc.
                                685 Third Avenue
                            New York, New York 10017
                     (Name and Address of Agent for Service)

                                 (212) 350-9200
          (Telephone Number, Including Area Code, of Agent for Service)

                                   __________

                                    COPY TO:

                              Patricia M. Lee, Esq.
                            Kelley Drye & Warren LLP
                                 101 Park Avenue
                            New York, New York 10178
                                 (212) 808-7800
                                   __________

                         CALCULATION OF REGISTRATION FEE
========================== ==================== ====================== ====================== ======================
                                                  Proposed Maximum       Proposed Maximum
   Title of Securities        Amount To Be       Offering Price Per     Aggregate Offering          Amount of
    To Be Registered           Registered             Share(1)               Price(1)            Registration Fee
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Common stock,               5,200,000 shares          $4.734375             $24,618,750             $6,499.35
par value $.01 per share
========================== ==================== ====================== ====================== ======================

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in accordance  with Rule 457(c) and (h)
     under the Securities Act of 1933, as amended.  The price per share is estimated based on the average of the high
     and low trading prices for Viatel, Inc.'s common stock on November 20, 2000, as reported by the Nasdaq National
     Market.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
(the "COMMISSION") by Viatel, Inc. (the "REGISTRANT") are hereby incorporated by
reference in this Registration Statement:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
as filed with the Commission on April 14, 2000;

     (b) Quarterly  Report on Form 10-Q for the quarter ended March 31, 2000, as
filed with the Commission on May 14, 2000, Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, as filed with the Commission on August 14, 2000 and
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, as filed
with the Commission on November 14, 2000;

     (c) Current  Reports on Form 8-K, as filed with the  Commission on February
16, March 14, March 30, April 3, April 7, October 5, October 25  and November 8,
2000;

     (d)  Amendment  to the  Current  Report on Form  8-K/A,  as filed  with the
Commission on May 12, 2000;

     (e) The  description  of the  Registrant's  common stock,  $0.01 par value,
contained in the Registrant's  Registration  Statement on Form 8-A (Registration
No.  000-21261) filed with the Commission on August 27, 1996 under Section 12 of
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); and

     (f) All documents and reports filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective  amendment to the Registration Statement which
indicates  that  the  securities   offered  hereby  have  been  sold,  or  which
deregisters all such  securities  remaining  unsold,  shall also be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof commencing on the respective dates on which such documents are filed.

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 of the General  Corporations  Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may 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 (a  "PROCEEDING")  (other than an action by or in the right of the

                                       2
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him or her in connection  with such action,
suit or  proceeding  if he or she acted in good  faith and in a manner he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his or her  conduct  was  unlawful.  A  Delaware
corporation  may indemnify  any person under such Section in  connection  with a
proceeding  by or in the right of the  corporation  to procure  judgment  in its
favor,  as provided  in the  preceding  sentence,  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made with respect thereto  unless,  and then only to the extent that, a
court of competent  jurisdiction  shall  determine  upon  application  that such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court shall deem proper. A Delaware corporation must indemnify present or former
directors and officers who are  successful on the merits or otherwise in defense
of any action, suit or proceeding or in defense of any claim, issue or matter in
any  proceeding,  by  reason  of the fact  that he or she is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request  of  the  corporation,  against  expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him or her in  connection  therewith.  A
Delaware  corporation  may pay  for the  expenses  (including  attorneys'  fees)
incurred by an officer or director in defending a  proceeding  in advance of the
final disposition upon receipt of an undertaking by or on behalf of such officer
or director to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the  corporation.  Article Tenth of the
Registrant's  Third  Amended  and  Restated  Certificate  of  Incorporation,  as
amended,  and Article X of the  Registrant's  Third Amended and Restated  Bylaws
provide for  indemnification  of directors  and  officers to the fullest  extent
permitted by Section 145 of the DGCL.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) with  respect to  certain  unlawful  dividend
payments or stock  redemptions or repurchases or (iv) for any  transaction  from
which the director derived an improper  personal  benefit.  Article Ninth of the
Registrant's  Third  Amended  and  Restated  Certificate  of  Incorporation,  as
amended,  eliminates the liability of directors to the fullest extent  permitted
by Section 102(b)(7) of the DGCL.

     Section 145 of the DGCL  permits a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other employee  against any liability  asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors' liability insurance of $50 million for members
of its Board of Directors and executive  officers.  In addition,  the Registrant
has entered into  agreements  to indemnify  its  directors and officers from and
against any Expenses (as defined in the  indemnity  agreement)  incurred by such
person in connection  with  investigating,  defending,  serving as a witness in,
participating  in (including on appeal) or preparing for any of the foregoing in
any threatened, pending or contemplated action, suit or proceeding (including an
action  by or in the  right  of the  Registrant),  or any  inquiry,  hearing  or
investigation,  to the  fullest  extent  permitted  by law,  as such  law may be
amended  or  interpreted  (but  only  to  the  extent  that  such  amendment  or
interpretation  provides  for broader  indemnification  rights).  The  indemnity
agreement contains certain provisions to ensure that the indemnitee receives the
benefits contemplated by the agreement in the event of a "change in control" (as
defined in the indemnity  agreement) such as the  establishment and funding of a

                                       3
trust  in an  amount  sufficient  to  satisfy  any and all  expenses  reasonably
anticipated to be incurred by the indemnitee in connection  with  investigating,
preparing for, participating in and/or defending a proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.                                          DESCRIPTION
-----------      ---------------------------------------------------------------

4.1              Amended  and  Restated  Certificate  of  Incorporation  of  the
                 Registrant   (incorporated   herein  by  reference  to  Exhibit
                 3.1(i)(b) to the  Registrant's  Registration  Statement on Form
                 S-1,  Registration  No.  333-09699,  filed on  August  7,  1996
                 ("VIATEL'S   FORM   S-1"));    Certificate   of   Designations,
                 Preferences  and Rights of 10% Series A Redeemable  Convertible
                 Preferred  Stock,  $.01  par  value  (incorporated   herein  by
                 reference to Exhibit 3(i)(b) to the  Registrant's  Registration
                 Statement on Form S-4, filed on July 10, 1998, Registration No.
                 333-58921 ("VIATEL'S 1998 FORM S-4")); Certificate of Amendment
                 to  the  Registrant's   Amended  and  Restated  Certificate  of
                 Incorporation  (incorporated herein by reference to Exhibit 4.9
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarterly period ended September 30, 1998, File No. 000-21261);
                 Second Certificate of Amendment to the Registrant's Amended and
                 Restated  Certificate of Incorporation  (incorporated herein by
                 reference to Exhibit  3.1(i) to the  Registrant's  Registration
                 Statement on Form S-4, filed on October 15, 1999,  Registration
                 No. 333-89143  ("VIATEL'S OCTOBER 1999 FORM S-4");  Certificate
                 of  Designations  of  Series A Junior  Participating  Preferred
                 Stock of the  Registrant  (incorporated  herein by reference to
                 Exhibit 3(i)(2) to the Registrant's Current Report on Form 8-K,
                 dated December 29, 1999,  File No.  000-21261);  Certificate of
                 Designations,   Preferences  and  Rights  of  7.50%  Cumulative
                 Convertible  Preferred Stock Series B-1 Due 2015  (incorporated
                 herein by  reference  to  Exhibit  3.1(i)  to the  Registrant's
                 Annual  Report on Form 10-K for the fiscal year ended  December
                 31,  1999   ("VIATEL'S   1999  FORM  10-K"));   Certificate  of
                 Designations,   Preferences  and  Rights  of  7.50%  Cumulative
                 Convertible  Preferred Stock Series B-2 Due 2015  (incorporated
                 herein by  reference  to Exhibit  3.1(i) to Viatel's  1999 Form
                 10-K); and Certificate of Designations,  Preferences and Rights
                 of  Convertible  Preferred  Stock  Series  C  (incorporated  by
                 reference to Exhibit 3.1(i) to Viatel's 1999 Form 10-K).

4.2              Third   Amended   and   Restated   Bylaws  of  the   Registrant
                 (incorporated   herein  by  reference  to  Exhibit  3.1(ii)  to
                 Viatel's October 1999 Form S-4).

4.3              Certificate of Trust of Viatel  Financing  Trust I, dated March
                 30, 2000 (incorporated  herein by reference to Exhibit 3.1(iii)
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarterly  period  ended March 31,  2000,  File No.  000-21261,
                 filed  on May 15,  2000  ("VIATEL'S  FIRST  QUARTER  2000  FORM
                 10-Q")).

                                       4
4.4              Amended and Restated  Declaration of Trust of Viatel  Financing
                 Trust I, dated and effective as of April 12, 2000 (incorporated
                 herein by  reference  to  Exhibit  3.1(iv)  to  Viatel's  First
                 Quarter 2000 Form 10-Q).

4.5              Specimen  of  the   Registrant's   common   stock   certificate
                 (incorporated  by  reference  to Exhibit 4.4 to  Viatel's  Form
                 S-1).

4.6              Indenture,  dated as of April 8, 1998,  between the  Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  12.50% Senior  Discount Notes Due 2008 (including
                 form of 12.50% Senior  Discount Note)  (incorporated  herein by
                 reference to Exhibit 4.1 to Viatel's 1998 Form S-4).

4.7              Indenture,  dated as of April 8, 1998,  between the  Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  11.25% Senior Notes Due 2008  (including  form of
                 11.25%  Senior  Note)  (incorporated  herein  by  reference  to
                 Exhibit 4.2 to Viatel's 1998 Form S-4).

4.8              Indenture, dated as of April 8, 1998, among the Registrant, The
                 Bank   of  New   York,   as   Trustee,   and   Deutsche   Bank,
                 Aktiengesellschaft,  as German  Paying Agent and  Co-Registrar,
                 relating to the  Registrant's  12.40% Senior Discount Notes Due
                 2008   (including   form  of  12.40%  Senior   Discount   Note)
                 (incorporated  herein  by  reference  to  Exhibit  4.3  to  the
                 Registrant's 1998 Form S-4).

4.9              Indenture, dated as of April 8, 1998, among the Registrant, The
                 Bank   of  New   York,   as   Trustee,   and   Deutsche   Bank,
                 Aktiengesellschaft,  as German  Paying Agent and  Co-Registrar,
                 relating  to the  Registrant's  11.15%  Senior  Notes  Due 2008
                 (including form of 11.15% Senior Note) (incorporated  herein by
                 reference to Exhibit 4.4 to Viatel's 1998 Form S-4).

4.10             Indenture,  dated as of March 19, 1999,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  U.S. dollar  denominated  11.50% Senior Notes due
                 2009   (including   form  of   11.50%   Senior   Dollar   Note)
                 (incorporated  herein  by  reference  to  Exhibit  4.9  to  the
                 Registrant's  Registration  Statement  on Form  S-3,  filed  on
                 February 12, 1999, File No. 333-72309  ("VIATEL'S FEBRUARY 1999
                 FORM S-3")).

4.11             Indenture,  dated as of March 19, 1999,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  euro  denominated  11.50%  Senior  Notes due 2009
                 (including  form of  11.50%  Senior  Euro  Note)  (incorporated
                 herein by reference to Exhibit 4.10 to Viatel's  February  1999
                 Form S-3).

4.12             Indenture,   dated  as  of  July  1,   1997,   between   Destia
                 Communications,  Inc.  and The Bank of New  York,  as  Trustee,
                 relating to Destia's  13.50%  Senior Notes due 2007  (including
                 form of 13.50% Senior Note)  (incorporated  herein by reference
                 to Exhibit 4.5 of Destia  Communications,  Inc.'s  Registration
                 Statement on Form S-4, File No.  333-47711,  filed on August 7,
                 1997).

                                       5
4.13             Indenture, dated as of December 8, 1999, between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  U.S. dollar  denominated  11.50% Senior Notes due
                 2009   (including   form  of   11.50%   Senior   Dollar   Note)
                 (incorporated  herein by  reference  to Exhibit 4.13 to Viatel,
                 Inc.'s Current Report on Form 8-K, dated December 9, 1999, File
                 No. 000-21261).

4.14             Rights  Agreement,  dated as of December  6, 1999,  between the
                 Registrant   and  The  Bank  of  New  York,   as  Rights  Agent
                 (incorporated  herein  by  reference  to  Exhibit  4.12  to the
                 Registrant's  Registration  Statement on Form 8-A12G,  filed on
                 December 27, 1999, File No. 000-21261).

4.15             Indenture,  dated as of April 20, 2000,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's 12 3/4% Senior Euro Notes due 2008 (including form
                 of 12 3/4% Senior  Note)  (incorporated  herein by reference to
                 Exhibit 4.11 to Viatel's First Quarter 2000 Form 10-Q).

4.16             Indenture,  dated as of April 20, 2000,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's 7 3/4% Convertible Junior Subordinated  Debentures
                 (incorporated  herein by  reference to Exhibit 4.12 to Viatel's
                 First Quarter 2000 Form 10-Q).

4.17             Registration  Rights  Agreement,  dated as of April  14,  2000,
                 between the Registrant  and Morgan  Stanley & Co.  Incorporated
                 Limited, Chase Securities,  Inc. and Credit Suisse First Boston
                 Corporation  (incorporated  herein by reference to Exhibit 4.13
                 to Viatel's First Quarter 2000 Form 10-Q).

4.18             Registration Rights Agreement, dated as of April 6, 2000, among
                 the Registrant,  Viatel Financing Trust I, Morgan Stanley & Co.
                 Incorporated,  Salomon Smith  Barney,  Inc. and Banc of America
                 Securities  LLC  (incorporated  herein by  reference to Exhibit
                 4.14 to Viatel's First Quarter 2000 Form 10-Q).

4.19             First  Supplemental  Indenture,  dated  as of  June  19,  2000,
                 between  the  Registrant  and The Bank of New York,  as Trustee
                 (incorporated  herein by  reference  to Exhibit 4.18 to Viatel,
                 Inc.'s  Registration  Statement on Form S-3,  Registration  No.
                 333-40692, filed on June 30, 2000).

4.20             Amendment  to Rights  Agreement,  dated as of February 1, 2000,
                 between  the  Registrant  and The Bank of New  York,  as Rights
                 Agent  (incorporated  herein by  reference  to Exhibit  4.16 to
                 Viatel's Second Quarter 2000 Form 10-Q).

4.21             Amendment No. 2 to Rights Agreement  between the Registrant and
                 The Bank of New York, as Rights Agent  (incorporated  herein by
                 reference to Exhibit 4.17 to Viatel, Inc.'s Quarterly Report on
                 Form 10-Q for the  quarterly  period ended  September 30, 2000,
                 File No. 000-21261, filed on November 14, 2000).

4.22             Viatel, Inc. 2000 Stock Incentive Plan (incorporated  herein by
                 reference  to  Annex  A  of  Viatel,  Inc.'s  Definitive  Proxy
                 Statement on Schedule 14A, File No. 000-21261,  filed on August
                 1, 2000).

4.23*            Certificate  of  Amendment  to  the  Registrant's  Amended  and
                 Restated  Certificate of Incorporation,  filed on September 18,
                 2000 with the Secretary of State of the State of Delaware.

                                       6
5*               Opinion of Kelley  Drye & Warren LLP as to the  validity of the
                 securities being registered.

23.1*            Consent of Kelley Drye & Warren LLP  (included in their opinion
                 filed as Exhibit 5).

23.2*            Consent of KPMG LLP.

23.3*            Consent of Arthur Andersen LLP.

23.4*            Consent of PricewaterhouseCoopers.

24*              Powers of Attorney (See Signature Page).

______________________
  *Filed herewith

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

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

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

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

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

PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, that are  incorporated  by reference in this  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

                                       7
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 this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(c) Insofar  as indemnification for liabilities arising under the Securities Act
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 policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       8
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 New  York, State of New  York,  on this 21st day of
November, 2000.

                                                 VIATEL, INC.

                                  By:  /S/ MICHAEL J.Mahoney
                                     -------------------------------------------
                                  Name:  Michael J. Mahoney
                                  Title:  Chairman of the Board and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Michael J.  Mahoney,  Allan L. Shaw and James P.  Prenetta and each of them,  as
attorneys-in-fact,  with full power of substitution,  to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file any and all amendments to this  Registration  Statement,  including any and
all post-effective amendments.

     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:

SIGNATURE                    TITLE                             DATE

/S/ MICHAEL J. MAHONEY       Chairman of the Board and Chief   November 21, 2000
---------------------------     Executive Officer
  Michael J. Mahoney

/S/ WILLIAM C. MURPHY        President and Director            November 21, 2000
---------------------------
  William C. Murphy

/S/ ALLAN L. SHAW            Chief Financial Officer           November 21, 2000
---------------------------
  Allan L. Shaw

/S/ ALFRED WEST              Vice Chairman and Director        November 21, 2000
---------------------------
  Alfred West

/S/ FRANCIS J. MOUNT         Director                          November 21, 2000
---------------------------
  Francis J. Mount

                                       9
/S/ PAUL G. PIZZANI          Director                          November 21, 2000
---------------------------
  Paul G. Pizzani

/S/ JOHN G. GRAHAM           Director                          November 21, 2000
---------------------------
  John G. Graham

/S/ EDWARD C. SCHMULTS       Director                          November 21, 2000
---------------------------
  Edward C. Schmults

/S/JOHN R. MUSE              Director                          November 21, 2000
---------------------------
  John R. Muse

                                       10
EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION
--------------------------------------------------------------------------------

4.1              Amended  and  Restated  Certificate  of  Incorporation  of  the
                 Registrant   (incorporated   herein  by  reference  to  Exhibit
                 3.1(i)(b) to the  Registrant's  Registration  Statement on Form
                 S-1,  Registration  No.  333-09699,  filed on  August  7,  1996
                 ("VIATEL'S   FORM   S-1"));    Certificate   of   Designations,
                 Preferences  and Rights of 10% Series A Redeemable  Convertible
                 Preferred  Stock,  $.01  par  value  (incorporated   herein  by
                 reference to Exhibit 3(i)(b) to the  Registrant's  Registration
                 Statement on Form S-4, filed on July 10, 1998, Registration No.
                 333-58921 ("VIATEL'S 1998 FORM S-4")); Certificate of Amendment
                 to  the  Registrant's   Amended  and  Restated  Certificate  of
                 Incorporation  (incorporated herein by reference to Exhibit 4.9
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarterly period ended September 30, 1998, File No. 000-21261);
                 Second Certificate of Amendment to the Registrant's Amended and
                 Restated  Certificate of Incorporation  (incorporated herein by
                 reference to Exhibit  3.1(i) to the  Registrant's  Registration
                 Statement on Form S-4, filed on October 15, 1999,  Registration
                 No. 333-89143  ("VIATEL'S OCTOBER 1999 FORM S-4");  Certificate
                 of  Designations  of  Series A Junior  Participating  Preferred
                 Stock of the  Registrant  (incorporated  herein by reference to
                 Exhibit 3(i)(2) to the Registrant's Current Report on Form 8-K,
                 dated December 29, 1999,  File No.  000-21261);  Certificate of
                 Designations,   Preferences  and  Rights  of  7.50%  Cumulative
                 Convertible  Preferred Stock Series B-1 Due 2015  (incorporated
                 herein by  reference  to  Exhibit  3.1(i)  to the  Registrant's
                 Annual  Report on Form 10-K for the fiscal year ended  December
                 31,  1999   ("VIATEL'S   1999  FORM  10-K"));   Certificate  of
                 Designations,   Preferences  and  Rights  of  7.50%  Cumulative
                 Convertible  Preferred Stock Series B-2 Due 2015  (incorporated
                 herein by  reference  to Exhibit  3.1(i) to Viatel's  1999 Form
                 10-K); and Certificate of Designations,  Preferences and Rights
                 of  Convertible  Preferred  Stock  Series  C  (incorporated  by
                 reference to Exhibit 3.1(i) to Viatel's 1999 Form 10-K).

4.2              Third   Amended   and   Restated   Bylaws  of  the   Registrant
                 (incorporated   herein  by  reference  to  Exhibit  3.1(ii)  to
                 Viatel's October 1999 Form S-4).

4.3              Certificate of Trust of Viatel  Financing  Trust I, dated March
                 30, 2000 (incorporated  herein by reference to Exhibit 3.1(iii)
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarterly  period  ended March 31,  2000,  File No.  000-21261,
                 filed  on May 15,  2000  ("VIATEL'S  FIRST  QUARTER  2000  FORM
                 10-Q")).

4.4              Amended and Restated  Declaration of Trust of Viatel  Financing
                 Trust I, dated and effective as of April 12, 2000 (incorporated
                 herein by  reference  to  Exhibit  3.1(iv)  to  Viatel's  First
                 Quarter 2000 Form 10-Q).

4.5              Specimen  of  the   Registrant's   common   stock   certificate
                 (incorporated  by  reference  to Exhibit 4.4 to  Viatel's  Form
                 S-1).

4.6              Indenture,  dated as of April 8, 1998,  between the  Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  12.50% Senior  Discount Notes Due 2008 (including
                 form of 12.50% Senior  Discount Note)  (incorporated  herein by
                 reference to Exhibit 4.1 to Viatel's 1998 Form S-4).

                                       11
4.7              Indenture,  dated as of April 8, 1998,  between the  Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  11.25% Senior Notes Due 2008  (including  form of
                 11.25%  Senior  Note)  (incorporated  herein  by  reference  to
                 Exhibit 4.2 to Viatel's 1998 Form S-4).

4.8              Indenture, dated as of April 8, 1998, among the Registrant, The
                 Bank   of  New   York,   as   Trustee,   and   Deutsche   Bank,
                 Aktiengesellschaft,  as German  Paying Agent and  Co-Registrar,
                 relating to the  Registrant's  12.40% Senior Discount Notes Due
                 2008   (including   form  of  12.40%  Senior   Discount   Note)
                 (incorporated  herein  by  reference  to  Exhibit  4.3  to  the
                 Registrant's 1998 Form S-4).

4.9              Indenture, dated as of April 8, 1998, among the Registrant, The
                 Bank   of  New   York,   as   Trustee,   and   Deutsche   Bank,
                 Aktiengesellschaft,  as German  Paying Agent and  Co-Registrar,
                 relating  to the  Registrant's  11.15%  Senior  Notes  Due 2008
                 (including form of 11.15% Senior Note) (incorporated  herein by
                 reference to Exhibit 4.4 to Viatel's 1998 Form S-4).

4.10             Indenture,  dated as of March 19, 1999,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  U.S. dollar  denominated  11.50% Senior Notes due
                 2009   (including   form  of   11.50%   Senior   Dollar   Note)
                 (incorporated  herein  by  reference  to  Exhibit  4.9  to  the
                 Registrant's  Registration  Statement  on Form  S-3,  filed  on
                 February 12, 1999, File No. 333-72309  ("VIATEL'S FEBRUARY 1999
                 FORM S-3")).

4.11             Indenture,  dated as of March 19, 1999,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  euro  denominated  11.50%  Senior  Notes due 2009
                 (including  form of  11.50%  Senior  Euro  Note)  (incorporated
                 herein by reference to Exhibit 4.10 to Viatel's  February  1999
                 Form S-3).

4.12             Indenture,   dated  as  of  July  1,   1997,   between   Destia
                 Communications,  Inc.  and The Bank of New  York,  as  Trustee,
                 relating to Destia's  13.50%  Senior Notes due 2007  (including
                 form of 13.50% Senior Note)  (incorporated  herein by reference
                 to Exhibit 4.5 of Destia  Communications,  Inc.'s  Registration
                 Statement on Form S-4, File No.  333-47711,  filed on August 7,
                 1997).

4.13             Indenture, dated as of December 8, 1999, between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's  U.S. dollar  denominated  11.50% Senior Notes due
                 2009   (including   form  of   11.50%   Senior   Dollar   Note)
                 (incorporated  herein by  reference  to Exhibit 4.13 to Viatel,
                 Inc.'s Current Report on Form 8-K, dated December 9, 1999, File
                 No. 000-21261).

4.14             Rights  Agreement,  dated as of December  6, 1999,  between the
                 Registrant   and  The  Bank  of  New  York,   as  Rights  Agent
                 (incorporated  herein  by  reference  to  Exhibit  4.12  to the
                 Registrant's  Registration  Statement on Form 8-A12G,  filed on
                 December 27, 1999, File No. 000-21261).

4.15             Indenture,  dated as of April 20, 2000,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the
                 Registrant's 12 3/4% Senior Euro Notes due 2008 (including form
                 of 12 3/4% Senior  Note)  (incorporated  herein by reference to
                 Exhibit 4.11 to Viatel's First Quarter 2000 Form 10-Q).

4.16             Indenture,  dated as of April 20, 2000,  between the Registrant
                 and  The  Bank  of  New  York,  as  Trustee,  relating  to  the

                                       12
Registrant's 7 3/4% Convertible Junior Subordinated  Debentures
                 (incorporated  herein by  reference to Exhibit 4.12 to Viatel's
                 First Quarter 2000 Form 10-Q).

4.17             Registration  Rights  Agreement,  dated as of April  14,  2000,
                 between the Registrant  and Morgan  Stanley & Co.  Incorporated
                 Limited, Chase Securities,  Inc. and Credit Suisse First Boston
                 Corporation  (incorporated  herein by reference to Exhibit 4.13
                 to Viatel's First Quarter 2000 Form 10-Q).

4.18             Registration Rights Agreement, dated as of April 6, 2000, among
                 the Registrant,  Viatel Financing Trust I, Morgan Stanley & Co.
                 Incorporated,  Salomon Smith  Barney,  Inc. and Banc of America
                 Securities  LLC  (incorporated  herein by  reference to Exhibit
                 4.14 to Viatel's First Quarter 2000 Form 10-Q).

4.19             First  Supplemental  Indenture,  dated  as of  June  19,  2000,
                 between  the  Registrant  and The Bank of New York,  as Trustee
                 (incorporated  herein by  reference  to Exhibit 4.18 to Viatel,
                 Inc.'s  Registration  Statement on Form S-3,  Registration  No.
                 333-40692, filed on June 30, 2000).

4.20             Amendment  to Rights  Agreement, dated  as of February 1, 2000,
                 between  the  Registrant  and The Bank of New  York,  as Rights
                 Agent  (incorporated  herein by  reference  to Exhibit  4.16 to
                 Viatel's Second Quarter 2000 Form 10-Q).

4.21             Amendment No. 2 to Rights Agreement  between the Registrant and
                 The Bank of New York, as Rights Agent  (incorporated  herein by
                 reference to Exhibit 4.17 to Viatel, Inc.'s Quarterly Report on
                 Form 10-Q for the  quarterly  period ended  September 30, 2000,
                 File No. 000-21261, filed on November 14, 2000).

4.22             Viatel, Inc. 2000 Stock Incentive Plan (incorporated  herein by
                 reference  to  Annex  A  of  Viatel,  Inc.'s  Definitive  Proxy
                 Statement on Schedule 14A, File No. 000-21261,  filed on August
                 1, 2000).

4.23*            Certificate  of  Amendment  to  the  Registrant's  Amended  and
                 Restated  Certificate of Incorporation,  filed on September 18,
                 2000 with the Secretary of State of the State of Delaware.

5*               Opinion of Kelley  Drye & Warren LLP as to the  validity of the
                 securities being registered.

23.1*            Consent of Kelley Drye & Warren LLP  (included in their opinion
                 filed as Exhibit 5).

23.2*            Consent of KPMG LLP.

23.3*            Consent of Arthur Andersen LLP.

23.4*            Consent of PricewaterhouseCoopers.

24*              Powers of Attorney (See Signature Page).

______________________
  *Filed herewith

                                       13