<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                   <C>                 <C>                       <C>                     <C>
                               AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1998

                                                                              Registration No. 333-______

                                                SECURITIES AND EXCHANGE COMMISSION
                                                       WASHINGTON, DC  20549

                                                          ---------------
                                                             FORM S-8
                                                      REGISTRATION STATEMENT
                                                               UNDER
                                                    THE SECURITIES ACT OF 1933
                                        
                                                          ---------------
                                                    PREMIERE TECHNOLOGIES, INC.
                                      (Exact name of registrant as specified in its charter)

                 GEORGIA                                                                         59-3074176
     (State or other jurisdiction of                                                          (I.R.S. Employer
      incorporation or organization)                                                         Identification No.)

                 3399 PEACHTREE ROAD, N.E., THE LENOX BUILDING, SUITE 600, ATLANTA, GEORGIA 30326, (404) 262-8400
                                   (Address, including zip code, and telephone number, including
                                      area code, of registrant's principal executive offices)

                              PREMIERE TECHNOLOGIES, INC. SECOND AMENDED AND RESTATED 1995 STOCK PLAN

                                      XPEDITE SYSTEMS, INC. 1992 INCENTIVE STOCK OPTION PLAN*
                                      XPEDITE SYSTEMS, INC. 1993 INCENTIVE STOCK OPTION PLAN*
                                      XPEDITE SYSTEMS, INC. 1996 INCENTIVE STOCK OPTION PLAN*
                                    XPEDITE SYSTEMS, INC. NON-EMPLOYEE DIRECTORS' WARRANT PLAN*
                                 XPEDITE SYSTEMS, INC. OFFICER'S 1996 CONTINGENT STOCK OPTION PLAN*
                                                    *Assumed by the registrant
                                                     (Full title of the plans)
   
                                                          ---------------

                    Boland T. Jones                                   Copy to:                             Copy to:
   CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT               HARVEY A. WAGNER                   JOEL J. HUGHEY, ESQ.
              PREMIERE TECHNOLOGIES, INC.                           EXECUTIVE VICE                     ALSTON & BIRD LLP
               3399 PEACHTREE ROAD, N.E.                          PRESIDENT FINANCE                   ONE ATLANTIC CENTER
             THE LENOX BUILDING, SUITE 400                       AND ADMINISTRATION               1201 WEST PEACHTREE STREET
                ATLANTA, GEORGIA  30326                         AND CHIEF FINANCIAL               ATLANTA, GEORGIA 30309-3424
                    (404) 262-8400                                    OFFICER                            (404) 881-7000
   (Name, address, including zip code, and telephone         PREMIERE TECHNOLOGIES, INC.    
 number, including area code, of agent for service)           3399 PEACHTREE ROAD, N.E.     
                                                              LENOX BUILDING, SUITE 600     
                                                              ATLANTA, GEORGIA  30326       
                                                                   (404) 262-8400           

                                               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                      PRICE              REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value          4,000,000(1)       $29.28125(2)               $117,125,000(2)           $34,551.88
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             42,576(3)       $     .47(4)               $     20,011(5)           $     5.90
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value            202,151(6)       $   12.66(4)               $  2,559,232(5)           $   754.97
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             85,564(7)       $   17.22(4)               $  1,473,412(5)           $   434.66
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value            116,500(8)       $   15.02(4)               $  1,749,830(5)           $   516.19
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             15,337(9)       $    9.14(10)              $    140,180(5)           $    41.35
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             65,713(11)      $29.28125(12)              $  1,924,159(12)          $   567.63
----------------------------------------------------------------------------------------------------------------------------------
        Total                         4,527,841                                     $124,991,824              $36,872.59
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Shares of the registrant's Common Stock that may be issued pursuant to
     options that may be granted under the Premiere Technologies, Inc. Second
     Amended and Restated 1995 Stock Plan.
(2)  Computed pursuant to Rule 457, paragraphs (h) and (c), as the average of
     the high and low prices of the registrant's Common Stock on May 8, 1998,
     as reported by the National Association of Securities Dealers automated
     quotation system.
(3)  Consists of 42,576 shares of the registrant's Common Stock that may be
     issued pursuant to options granted under the Xpedite Systems, Inc. 1992
     Incentive Stock Option Plan which were assumed by the registrant in
     connection with a business combination transaction between the registrant
     and Xpedite Systems, Inc.
(4)  Determined for purposes of calculating the registration fee in accordance
     with Rule 457(h) of the Securities Act of 1933 and based upon the exercise
     price at which such outstanding options to purchase shares of the Common
     Stock under the options may be exercised.
(5)  Computed pursuant to Rule 457, paragraph (h), as the aggregate exercise
     price of the assumed options and warrants.
(6)  Consists of 202,151 shares of the registrant's Common Stock that may be
     issued pursuant to options granted under the Xpedite Systems, Inc. 1993
     Incentive Stock Option Plan which were assumed by the registrant in
     connection with a business combination transaction between the registrant
     and Xpedite Systems, Inc.
(7)  Consists of 151,367 shares of the registrant's Common Stock that may be
     issued pursuant to options granted under the Xpedite Systems, Inc. 1996
     Incentive Stock Option Plan which were assumed by the registrant in
     connection with a business combination transaction between the registrant
     and Xpedite Systems, Inc.
(8)  Consists of 116,500 shares of the registrant's Common Stock that may be
     issued pursuant to options granted under the Xpedite Systems, Inc. Non-
     Employee Directors' Warrant Plan which were assumed by the registrant in
     connection with a business combination transaction between the registrant
     and Xpedite Systems, Inc.
(9)  Consists of 15,337 shares of the registrant's Common Stock that may be
     issued pursuant to the exercise of certain warrants granted to (i) J.A.
     Blanchard, III under a certain warrant agreement, (ii) Robert A. Epstein
     under a certain warrant agreement and (iii) Allen Sarnatora under a certain
     warrant agreement which were assumed by the registrant in connection with a
     business combination transaction between the registrant and Xpedite
     Systems, Inc.
(10) Determined for purposes of calculating the registration fee in accordance
     with Rule 457(h) of the Securities Act of 1933 and based upon the exercise
     price at which such outstanding warrants to purchase shares of the Common
     Stock under the warrants may be exercised.
(11) Consists of 65,713 shares of the registrant's common stock that may be 
     issued pursuant to options granted under the Xpedite Systems, Inc. 
     Officer's 1996 Contingent Stock Option Plan.
(12) Computed pursuant to Rule 457 as the average of the high and low price of 
     the registrant's Common Stock on May 8, 1998.

================================================================================
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:

       (1) The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended by the registrant's Form 10-K/A filed with the
Commission on April 22, 1998;

       (2) The registrant's Current Report on Form 8-K/A filed with the
Commission on January 27, 1998;

       (3) The registrant's Current Report on Form 8-K dated February 3, 1998
and filed with the Commission on February 20, 1998;

       (4) The registrant's Current Report on Form 8-K dated February 27, 1998
and filed with the Commission on March 13, 1998, as amended by the registrant's
Current Report on Form 8-K/A filed with the Commission on April 13, 1998;

       (5) The registrant's Current Report on Form 8-K dated April 23, 1998 and
filed with the Securities and Exchange Commission (the "Commission") on April
28, 1998; and

       (6) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A, declared effective on March 1,
1996, and any amendment or report filed for the purpose of updating any such 
description.

       All other documents subsequently filed by the registrant 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

       Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this registration statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

                                      II-1
<PAGE>
 
ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The Georgia Business Corporation Code permits a corporation to eliminate
or limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of a
director:  (1) for an appropriation, in violation of his duties, of any business
opportunity of the corporation; (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
corporate distributions; or (iv) for any transaction from which the director
received an improper personal benefit.  This provision related only to breaches
of duty by directors in their capacity as directors (and not in any other
corporate capacity as officers) and limits liability only for breaches of
fiduciary duties under Georgia corporate law (and not for violation of other
laws, such as the federal securities laws).  The registrant's Articles of
Incorporation, as amended, exonerate the Company's directors from monetary
liability to the extent described above.

       In addition to such rights as may be provided by law, the registrant's
Bylaws provide broad indemnification rights to the registrant's directors and
such officers, employees and agents as may be selected by such directors, with
respect to various civil and criminal liabilities and losses which may be
incurred by such director, officer, agent or employee pursuant to any pending or
threatened litigation or other proceedings, except that such indemnification
does not apply in the same situations described above with respect to the
exculpation from liability of the registrant's directors.  The registrant is
also obligated to reimburse such directors and other parties for expenses,
including legal fees, court costs and expert witness fees, incurred by such
person in defending against any such liabilities and losses, as long as such
person in good faith believes that he or she acted in accordance with the
applicable standard of conduct with respect to the underlying accusations giving
rise to such liabilities or losses and agrees to repay to the registrant any
advances made under the Bylaws.  Any amendment or other modification to the
Bylaws which limits or otherwise adversely affects the rights to indemnification
currently provided therein shall apply only to proceedings based upon actions
and events occurring after such amendment and delivery of notice thereof to the
indemnified parties.  Such amendments can only be made upon the affirmative vote
of (i) the holders of at least 75% of the shares entitled to vote or alter,
amend or repeal the provisions of the Bylaws or (iii) a majority of the Board of
Directors present at the meeting at which the votes are taken.

       The registrant has entered into separate indemnification agreements with
each of its directors and certain of its officers and employees, whereby the
registrant agreed, 

                                      II-2
<PAGE>
 
among other things, to provide for indemnification and advancement of expenses
in a manner and subject to terms and conditions similar to those set forth in
the Bylaws. These agreements may not be abrogated by action of the shareholders.
In addition, the registrant holds an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against the directors and officers of the registrant for a
wrongful act that they may become legally obligated to pay or for which the
registrant is required to indemnify the directors or officers.

       The registrant believes that the above protections are necessary in order
to attract and retain qualified persons as directors and officers.

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


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
      Not applicable.
 
ITEM 8.  EXHIBITS.
         ---------
 
EXHIBIT
NUMBER
-------
 
4.1       Articles of Incorporation of the registrant (incorporated by reference
          to Exhibit 3.1 to the registrant's registration statement on Form S-1
          (No. 33-80547)).

4.2       Articles of Amendment to Articles of Incorporation of the registrant
          (incorporated by reference to Exhibit 3.2 to the registrant's
          registration statement on Form S-8 (No. 333-29787)).
 
4.3       Amended and Restated Bylaws of the registrant (incorporated by
          reference to Exhibit 3.02 to the registrant's registration statement
          on Form S-1 (No. 33-80547)).


                                      II-3
<PAGE>
 
5      Opinion of Alston & Bird LLP, counsel to the registrant, as to legality
       of the securities being registered.

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of Ernst & Young LLP.

23.3   Consent of Alston & Bird LLP (included as part of Exhibit 5).

24.1   Power of Attorney (see page II-6).


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;

               (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 Section 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 being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                      II-4
<PAGE>
 
          (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 Section 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 registrant's articles of
incorporation, bylaws, 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.

                                      II-5
<PAGE>
 
                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 11th day of May,
1998.


                              PREMIERE TECHNOLOGIES, INC.


                              By: /s/ Boland T. Jones
                                  ------------------------------
                                  Boland T. Jones
                                  Chairman of the Board and
                                  President

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Boland T. Jones and Patrick G. Jones, and
each of them, as true and lawful attorneys-in-fact and agents, 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all which said attorneys-in-fact and
agents or any of them, or their 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                   Title                         Date
     ---------                   -----                         ----

/s/ Boland T. Jones      Chairman of the Board and          May 11, 1998   
-----------------------  President (principal executive                      
Boland T. Jones          officer) and Director                               
                                                                             
/s/ Harvey A. Wagner     Executive Vice President           May 11, 1998
-----------------------  Finance and Administration
Harvey A. Wagner         and Chief Financial Officer 
                         (principal financial and 
                         accounting officer)


                                      II-6
<PAGE>
 
<TABLE> 

<S>                                         <C>                                <C>  
 /s/ George W. Baker, Sr.                   Director                           May 11, 1998
------------------------------------------
George W. Baker, Sr.

 /s/ Raymond H. Pirtle, Jr.                 Director                           May 11, 1998
------------------------------------------
Raymond H. Pirtle, Jr.

 /s/ Roy B. Andersen, Jr.                   Director                           May 11, 1998
------------------------------------------
Roy B. Andersen, Jr.
</TABLE>

                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX
 
EXHIBIT
NUMBER
---------------------------
 
4.1    Articles of Incorporation of the registrant (incorporated by reference to
       Exhibit 3.1 to the registrant's registration statement on Form S-1 (No.
       33-80547)).
 
4.2    Articles of Amendment to Articles of Incorporation of the registrant
       (incorporated by reference to Exhibit 3.2 to the registrant's
       registration statement on Form S-8 (No. 333-29787)).

4.3    Amended and Restated Bylaws of the registrant (incorporated by reference
       to Exhibit 3.2 to the registrant's registration statement on Form S-1
       (No. 33-80547)).

5      Opinion of Alston & Bird LLP, counsel to the registrant, as to legality
       of the securities being registered.

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of Ernst & Young.LLP.

23.3   Consent of Alston & Bird LLP (included as part of Exhibit 5).

24.1   Power of Attorney (see page II-6).
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{"company-data": {"conformed-name": "PREMIERE TECHNOLOGIES INC", "cik": "0000880804", "assigned-sic": "4899", "irs-number": "593074176", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52357", "film-number": "98615863"}, "business-address": {"street1": "3399 PEACHTREE RD NE", "street2": "LENOX BLDG STE 400", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "4042628400"}, "mail-address": {"street1": "3399 PEACHTREE RD NE", "street2": "STE 400", "city": "ATLANTA", "state": "GA", "zip": "30326"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1998

                                                                              Registration No. 333-______

                                                SECURITIES AND EXCHANGE COMMISSION
                                                       WASHINGTON, DC  20549

                                                          ---------------
                                                             FORM S-8
                                                      REGISTRATION STATEMENT
                                                               UNDER
                                                    THE SECURITIES ACT OF 1933
                                        
                                                          ---------------
                                                    PREMIERE TECHNOLOGIES, INC.
                                      (Exact name of registrant as specified in its charter)

                 GEORGIA                                                                         59-3074176
     (State or other jurisdiction of                                                          (I.R.S. Employer
      incorporation or organization)                                                         Identification No.)

                 3399 PEACHTREE ROAD, N.E., THE LENOX BUILDING, SUITE 600, ATLANTA, GEORGIA 30326, (404) 262-8400
                                   (Address, including zip code, and telephone number, including
                                      area code, of registrant's principal executive offices)

                              PREMIERE TECHNOLOGIES, INC. SECOND AMENDED AND RESTATED 1995 STOCK PLAN

                                      XPEDITE SYSTEMS, INC. 1992 INCENTIVE STOCK OPTION PLAN*
                                      XPEDITE SYSTEMS, INC. 1993 INCENTIVE STOCK OPTION PLAN*
                                      XPEDITE SYSTEMS, INC. 1996 INCENTIVE STOCK OPTION PLAN*
                                    XPEDITE SYSTEMS, INC. NON-EMPLOYEE DIRECTORS' WARRANT PLAN*
                                 XPEDITE SYSTEMS, INC. OFFICER'S 1996 CONTINGENT STOCK OPTION PLAN*
                                                    *Assumed by the registrant
                                                     (Full title of the plans)
   
                                                          ---------------

                    Boland T. Jones                                   Copy to:                             Copy to:
   CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT               HARVEY A. WAGNER                   JOEL J. HUGHEY, ESQ.
              PREMIERE TECHNOLOGIES, INC.                           EXECUTIVE VICE                     ALSTON & BIRD LLP
               3399 PEACHTREE ROAD, N.E.                          PRESIDENT FINANCE                   ONE ATLANTIC CENTER
             THE LENOX BUILDING, SUITE 400                       AND ADMINISTRATION               1201 WEST PEACHTREE STREET
                ATLANTA, GEORGIA  30326                         AND CHIEF FINANCIAL               ATLANTA, GEORGIA 30309-3424
                    (404) 262-8400                                    OFFICER                            (404) 881-7000
   (Name, address, including zip code, and telephone         PREMIERE TECHNOLOGIES, INC.    
 number, including area code, of agent for service)           3399 PEACHTREE ROAD, N.E.     
                                                              LENOX BUILDING, SUITE 600     
                                                              ATLANTA, GEORGIA  30326       
                                                                   (404) 262-8400           

                                               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                      PRICE              REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value          4,000,000(1)       $29.28125(2)               $117,125,000(2)           $34,551.88
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             42,576(3)       $     .47(4)               $     20,011(5)           $     5.90
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value            202,151(6)       $   12.66(4)               $  2,559,232(5)           $   754.97
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             85,564(7)       $   17.22(4)               $  1,473,412(5)           $   434.66
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value            116,500(8)       $   15.02(4)               $  1,749,830(5)           $   516.19
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             15,337(9)       $    9.14(10)              $    140,180(5)           $    41.35
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             65,713(11)      $29.28125(12)              $  1,924,159(12)          $   567.63
----------------------------------------------------------------------------------------------------------------------------------
        Total                         4,527,841                                     $124,991,824              $36,872.59
----------------------------------------------------------------------------------------------------------------------------------
(1)  Shares of the registrant's Common Stock that may be issued pursuant to
     options that may be granted under the Premiere Technologies, Inc. Second
     Amended and Restated 1995 Stock Plan.
(2)  Computed pursuant to Rule 457, paragraphs (h) and (c), as the average of
     the high and low prices of the registrant's Common Stock on May 8, 1998,
     as reported by the National Association of Securities Dealers automated
     quotation system.
(3)  Consists of 42,576 shares of the registrant's Common Stock that may be
     issued pursuant to options granted under the Xpedite Systems, Inc. 1992
     Incentive Stock Option Plan which were assumed by the registrant in
     connection with a business combination transaction between the registrant
     and Xpedite Systems, Inc.
(4)  Determined for purposes of calculating the registration fee in accordance
     with Rule 457(h) of the Securities Act of 1933 and based upon the exercise
     price at which such outstanding options to purchase shares of the Common
     Stock under the options may be exercised.
(5)  Computed pursuant to Rule 457, paragraph (h), as the aggregate exercise
     price of the assumed options and warrants.
(6)  Consists of 202,151 shares of the registrant's Common Stock that may be
     issued pursuant to options granted under the Xpedite Systems, Inc. 1993
     Incentive Stock Option Plan which were assumed by the registrant in
     connection with a business combination transaction between the registrant
     and Xpedite Systems, Inc.
(7)  Consists of 151,367 shares of the registrant's Common Stock that may be
     issued pursuant to options granted under the Xpedite Systems, Inc. 1996
     Incentive Stock Option Plan which were assumed by the registrant in
     connection with a business combination transaction between the registrant
     and Xpedite Systems, Inc.
(8)  Consists of 116,500 shares of the registrant's Common Stock that may be
     issued pursuant to options granted under the Xpedite Systems, Inc. Non-
     Employee Directors' Warrant Plan which were assumed by the registrant in
     connection with a business combination transaction between the registrant
     and Xpedite Systems, Inc.
(9)  Consists of 15,337 shares of the registrant's Common Stock that may be
     issued pursuant to the exercise of certain warrants granted to (i) J.A.
     Blanchard, III under a certain warrant agreement, (ii) Robert A. Epstein
     under a certain warrant agreement and (iii) Allen Sarnatora under a certain
     warrant agreement which were assumed by the registrant in connection with a
     business combination transaction between the registrant and Xpedite
     Systems, Inc.
(10) Determined for purposes of calculating the registration fee in accordance
     with Rule 457(h) of the Securities Act of 1933 and based upon the exercise
     price at which such outstanding warrants to purchase shares of the Common
     Stock under the warrants may be exercised.
(11) Consists of 65,713 shares of the registrant's common stock that may be 
     issued pursuant to options granted under the Xpedite Systems, Inc. 
     Officer's 1996 Contingent Stock Option Plan.
(12) Computed pursuant to Rule 457 as the average of the high and low price of 
     the registrant's Common Stock on May 8, 1998.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:

       (1) The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended by the registrant's Form 10-K/A filed with the
Commission on April 22, 1998;

       (2) The registrant's Current Report on Form 8-K/A filed with the
Commission on January 27, 1998;

       (3) The registrant's Current Report on Form 8-K dated February 3, 1998
and filed with the Commission on February 20, 1998;

       (4) The registrant's Current Report on Form 8-K dated February 27, 1998
and filed with the Commission on March 13, 1998, as amended by the registrant's
Current Report on Form 8-K/A filed with the Commission on April 13, 1998;

       (5) The registrant's Current Report on Form 8-K dated April 23, 1998 and
filed with the Securities and Exchange Commission (the "Commission") on April
28, 1998; and

       (6) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A, declared effective on March 1,
1996, and any amendment or report filed for the purpose of updating any such 
description.

       All other documents subsequently filed by the registrant 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

       Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this registration statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

                                      II-1
ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The Georgia Business Corporation Code permits a corporation to eliminate
or limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of a
director:  (1) for an appropriation, in violation of his duties, of any business
opportunity of the corporation; (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
corporate distributions; or (iv) for any transaction from which the director
received an improper personal benefit.  This provision related only to breaches
of duty by directors in their capacity as directors (and not in any other
corporate capacity as officers) and limits liability only for breaches of
fiduciary duties under Georgia corporate law (and not for violation of other
laws, such as the federal securities laws).  The registrant's Articles of
Incorporation, as amended, exonerate the Company's directors from monetary
liability to the extent described above.

       In addition to such rights as may be provided by law, the registrant's
Bylaws provide broad indemnification rights to the registrant's directors and
such officers, employees and agents as may be selected by such directors, with
respect to various civil and criminal liabilities and losses which may be
incurred by such director, officer, agent or employee pursuant to any pending or
threatened litigation or other proceedings, except that such indemnification
does not apply in the same situations described above with respect to the
exculpation from liability of the registrant's directors.  The registrant is
also obligated to reimburse such directors and other parties for expenses,
including legal fees, court costs and expert witness fees, incurred by such
person in defending against any such liabilities and losses, as long as such
person in good faith believes that he or she acted in accordance with the
applicable standard of conduct with respect to the underlying accusations giving
rise to such liabilities or losses and agrees to repay to the registrant any
advances made under the Bylaws.  Any amendment or other modification to the
Bylaws which limits or otherwise adversely affects the rights to indemnification
currently provided therein shall apply only to proceedings based upon actions
and events occurring after such amendment and delivery of notice thereof to the
indemnified parties.  Such amendments can only be made upon the affirmative vote
of (i) the holders of at least 75% of the shares entitled to vote or alter,
amend or repeal the provisions of the Bylaws or (iii) a majority of the Board of
Directors present at the meeting at which the votes are taken.

       The registrant has entered into separate indemnification agreements with
each of its directors and certain of its officers and employees, whereby the
registrant agreed, 

                                      II-2
among other things, to provide for indemnification and advancement of expenses
in a manner and subject to terms and conditions similar to those set forth in
the Bylaws. These agreements may not be abrogated by action of the shareholders.
In addition, the registrant holds an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against the directors and officers of the registrant for a
wrongful act that they may become legally obligated to pay or for which the
registrant is required to indemnify the directors or officers.

       The registrant believes that the above protections are necessary in order
to attract and retain qualified persons as directors and officers.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
      Not applicable.
 
ITEM 8.  EXHIBITS.
         ---------
 
EXHIBIT
NUMBER
-------
 
4.1       Articles of Incorporation of the registrant (incorporated by reference
          to Exhibit 3.1 to the registrant's registration statement on Form S-1
          (No. 33-80547)).

4.2       Articles of Amendment to Articles of Incorporation of the registrant
          (incorporated by reference to Exhibit 3.2 to the registrant's
          registration statement on Form S-8 (No. 333-29787)).
 
4.3       Amended and Restated Bylaws of the registrant (incorporated by
          reference to Exhibit 3.02 to the registrant's registration statement
          on Form S-1 (No. 33-80547)).

                                      II-3
5      Opinion of Alston & Bird LLP, counsel to the registrant, as to legality
       of the securities being registered.

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of Ernst & Young LLP.

23.3   Consent of Alston & Bird LLP (included as part of Exhibit 5).

24.1   Power of Attorney (see page II-6).

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;

               (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 Section 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 being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                      II-4
(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 Section 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 registrant's articles of
incorporation, bylaws, 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.

                                      II-5
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 11th day of May,
1998.

                              PREMIERE TECHNOLOGIES, INC.

                              By: /s/ Boland T. Jones
                                  ------------------------------
                                  Boland T. Jones
                                  Chairman of the Board and
                                  President

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Boland T. Jones and Patrick G. Jones, and
each of them, as true and lawful attorneys-in-fact and agents, 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all which said attorneys-in-fact and
agents or any of them, or their 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                   Title                         Date
     ---------                   -----                         ----

/s/ Boland T. Jones      Chairman of the Board and          May 11, 1998   
-----------------------  President (principal executive                      
Boland T. Jones          officer) and Director                               
                                                                             
/s/ Harvey A. Wagner     Executive Vice President           May 11, 1998
-----------------------  Finance and Administration
Harvey A. Wagner         and Chief Financial Officer 
                         (principal financial and 
                         accounting officer)

                                      II-6
/s/ George W. Baker, Sr.                   Director                           May 11, 1998
------------------------------------------
George W. Baker, Sr.

 /s/ Raymond H. Pirtle, Jr.                 Director                           May 11, 1998
------------------------------------------
Raymond H. Pirtle, Jr.

 /s/ Roy B. Andersen, Jr.                   Director                           May 11, 1998
------------------------------------------
Roy B. Andersen, Jr.
II-7
EXHIBIT INDEX
 
EXHIBIT
NUMBER
---------------------------
 
4.1    Articles of Incorporation of the registrant (incorporated by reference to
       Exhibit 3.1 to the registrant's registration statement on Form S-1 (No.
       33-80547)).
 
4.2    Articles of Amendment to Articles of Incorporation of the registrant
       (incorporated by reference to Exhibit 3.2 to the registrant's
       registration statement on Form S-8 (No. 333-29787)).

4.3    Amended and Restated Bylaws of the registrant (incorporated by reference
       to Exhibit 3.2 to the registrant's registration statement on Form S-1
       (No. 33-80547)).

5      Opinion of Alston & Bird LLP, counsel to the registrant, as to legality
       of the securities being registered.

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of Ernst & Young.LLP.

23.3   Consent of Alston & Bird LLP (included as part of Exhibit 5).

24.1   Power of Attorney (see page II-6).