As filed with the Securities  and Exchange  Commission on November 22, 1996
                                                      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 Identification No.)
 Incorporation or Organization)            

                                800 Third Avenue
                            New York, New York 10022
          (Address of Principal Executive Offices, Including Zip Code)

                          AMENDED STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                            Sheldon M. Goldman, Esq.
                              U.S. General Counsel
                                  VIATEL, INC.
                                800 Third Avenue
                            New York, New York 10022
                                 (212) 935-6800
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

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

                                    COPY TO:

                              JOHN T. CAPETTA, ESQ.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                               Stamford, CT 06901

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>

<CAPTION>


   Title of Securities        Amount to be        Proposed Maximum       Proposed Maximum           Amount of
    to be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------

<S>                             <C>                    <C>                  <C>                      <C>    
Common Stock,
par value $.01 per share        66,666 shares          $10.00               $666,660.00              $202.00


(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 19, 1996, as reported by Nasdaq National Market.
</TABLE>

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

The combined reoffer  prospectus  contained herein relates to this  Registration
Statement and to Registration Statement No. 333-15155.


<PAGE>



                                EXPLANATORY NOTE


     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements of Form S-8 to register shares of common stock,  $.01 par value per
share (the "Common  Stock"),  of Viatel,  Inc. (the  "Company" or  "Registrant")
issued pursuant to the  Registrant's  Amended Stock Incentive Plan (the "Plan").
Pursuant to General  Instruction E of Form S-8, the contents of the Registrant's
Registration  Statement  on Form S-8,  filed with the  Securities  and  Exchange
Commission on October 31, 1996  (Registration  No.  333-15155) are  incorporated
herein  by  reference.  Under  cover of this  Form S-8 is a  Reoffer  Prospectus
prepared in accordance with the requirements of Part I of Form S-8. The Form S-8
Reoffer  Prospectus may be utilized for  reofferings of Common Stock acquired by
certain employees of the Company through participation in the Plan.



<PAGE>


REOFFER PROSPECTUS



                                  VIATEL, INC.

                                  66,666 SHARES
                                  COMMON STOCK


     This  Prospectus  relates  to the  offer  and sale of  66,666  shares  (the
"Shares") of common  stock,  $.01 par value per share (the "Common  Stock"),  of
Viatel, Inc. (the "Company" or "Registrant"),  issued to certain stockholders of
the  Company  (the  "Selling  Stockholders")  pursuant  to grants made under the
Company's Amended Stock Incentive Plan (the "Plan").  Such Shares may be offered
and  sold,  from time to time,  on the  over-the-counter  market  or such  other
national  securities  exchange upon which the Common Stock is traded at the time
of such sales, at prices  prevailing at the time of such sales, or in negotiated
transactions.  The Company  will not receive any  proceeds  from the sale of the
Shares. SEE "Plan of Distribution."

     The Common Stock is listed on the Nasdaq  National  Market under the symbol
"VYTL." On November  21, 1996, the closing price of the Common Stock was $9 7/8
per share.

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

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

     No  person  has  been  authorized  to give  any  information  or  make  any
representation  other than is  contained  in this  Prospectus,  and, if given or
made, such information or representation  must not be relied upon as having been
authorized by the Company or any Selling  Stockholder.  This Prospectus does not
constitute  an offer to sell or a  solicitation  of an offer to buy any security
offered hereby in any  jurisdiction to any person to whom it is unlawful to make
such offer or  solicitation in such  jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder shall,  under any  circumstances,  create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof or that the information  contained herein is correct as of
any time subsequent to such date.


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

                   The date of this Prospectus is November 22, 1996.



<PAGE>




                                TABLE OF CONTENTS


Available Information ......................................................  3
The Company ................................................................  3
Selling Stockholders .......................................................  4
Plan of Distribution .......................................................  4
Incorporation of Certain Documents by Reference ............................  5
Other Matters ..............................................................  5






<PAGE>


                              AVAILABLE INFORMATION

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission") a Registration Statement (the "Registration  Statement") under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
Shares offered  hereby.  This Prospectus does not contain all of the information
set forth in the Registration Statement.  For further information,  reference is
made to the  Registration  Statement and to the exhibits filed  therewith.  Each
statement made in this Prospectus referring to a document filed as an exhibit to
the Registration  Statement or incorporated  herein by reference is qualified by
reference to such document.

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files reports and other  information  with the  Commission.  Reports,
proxy and information  statements and other information filed by the Company can
be  inspected  and  copied  at public  reference  facilities  maintained  by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, in Washington,
D.C.  20549,  and at the  Commission's  Regional  Offices located at Seven World
Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison Avenue,
Suite 1400, Chicago,  Illinois 60661. Copies of such material can be obtained by
mail from the Public  Reference  Section of the  Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission also maintains
a site on the World Wide Web, the address of which is  http://www.sec.gov,  that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  issuers,  such as the  Company,  that  file  electronically  with the
Commission.

     The Common  Stock of the  Company is listed on the Nasdaq  National  Market
under the symbol "VYTL".  Reports,  proxy and  information  statements and other
information  filed by the Company  with the  Commission  can be inspected at the
offices of the National Association of Securities Dealers,  Inc., 1735 K Street,
N.W., Washington, D.C. 20006.

     The Company will promptly  furnish,  without charge, to each person to whom
this  Prospectus  is delivered,  upon written or oral request of such person,  a
copy of any and all of the information  that has been  incorporated by reference
in this  Prospectus  (other  than  exhibits  to such  information,  unless  such
exhibits are  specifically  incorporated  by reference  into such  information).
Requests  for such  copies  should be  directed to Viatel,  Inc.,  U.S.  General
Counsel,  800 Third Avenue,  New York, New York 10022 Attn:  Sheldon M. Goldman,
telephone number (212) 935-6800.


                                   THE COMPANY

     The Company is a corporation formed under the laws of the State of Delaware
with its principal  executive office located at 800 Third Avenue,  New York, New
York 10022. The telephone number of such office is (212) 935-6800.


<PAGE>


                              SELLING STOCKHOLDERS


     Employees, officers, directors,  independent contractors and consultants of
the Company or any Affiliate (as defined in the Plan)  selected by the Committee
(as defined in the Plan) are eligible to  participate  in the Plan. As such, the
Selling  Stockholders consist of such participants listed below who may offer up
to an  aggregate of 66,666  shares of Common  Stock which have been  acquired by
them pursuant to grants made under the Plan.  There can be no assurance that any
of the Selling Stockholders will offer for sale or sell any or all of the Shares
covered by this Prospectus.

     The  following  is  a  list,  as  of  October  31,  1996,  of  the  Selling
Stockholders and the number of shares held by each such Selling Stockholder:


<TABLE>

<CAPTION>
                                                                 Number of                                 Percentage
                                                                Shares Owned          Number of             of Class
                                Position with                     Prior to              Shares             Owned After
Name                            the Company                     the Offering         Offered Hereby      the Offering(1)
----                            -------------                   ------------         --------------      ------------
<S>                             <C>                              <C>                     <C>              <C>    

Michael J. Mahoney ......       President, Chief Operating       131,620(2)              33,333                  *
                                Officer and Director
Alan L. Levy ............       Former Executive Vice            102,151(3)              33,333                  *
                                President, Legal and
                                Finance

-------------------
*Less than 1%

(1)      Assuming all shares  offered hereby are sold and based on 22,374,647  shares issued and  outstanding at October
         31, 1996.

(2)      Includes  vested and  exercisable  options to purchase 98,287 shares of Common Stock which options were granted
         pursuant to the Plan.

(3)      Includes  vested and  exercisable  options to purchase 48,817 shares of Common Stock which options were granted
         pursuant to the Plan.

</TABLE>

                              PLAN OF DISTRIBUTION

     The Selling  Stockholders  may, from time to time, offer all or part of the
Shares on the over-the-counter market or such other national securities exchange
upon  which the  Common  Stock is traded  at the time of such  sales,  at prices
prevailing at the time of such sales, or in negotiated transactions. The Company
will pay all expenses in preparing and reproducing the Registration Statement of
which this  Prospectus is a part,  but will not receive any part of the proceeds
of any  sales of such  Shares.  In  addition,  any  securities  covered  by this
Prospectus  which  qualify for sale pursuant to Rule 144  promulgated  under the
Securities  Act  may be  sold  under  Rule  144  rather  than  pursuant  to this
Prospectus.  The Selling Stockholders will pay the brokerage commissions charged
to sellers in connection with any such sales.

     The  Company  and  the  Selling   Stockholders  may  enter  into  customary
agreements  concerning  indemnification  and the  provision  of  information  in
connection with the sale of the Shares.


<PAGE>



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed with the  Commission by the  Registrant are
hereby incorporated by reference in this Prospectus:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1995, as filed with the  Commission on April 1, 1996, and as amended by Form
10-K/A-1 filed with the Commission on October 15, 1996;

     (b) The  Registrant's  Form 10-Q for the quarter  ended March 31, 1996,  as
filed with the Commission on May 15, 1996;  Form 10-Q for the quarter ended June
30, 1996,  as filed with the  Commission  on August 14, 1996,  and as amended by
Form 10-Q/A-1 filed with the Commission on September 24, 1996; and Form 10-Q for
the quarter ended  September 30, 1996, as filed with the  Commission on November
14, 1996; and

     (c) The  description  of the  Registrant's  Common  Stock  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 Exchange
Act, and as amended by Form 8-A/A filed with the Commission on October 15, 1996.

     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  termination of the offering shall also be deemed to be  incorporated  by
reference into the Registration  Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.


                                  OTHER MATTERS

     Section 145 of the Delaware  General  Corporation Law (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  corporation)  by
reason of the fact that he 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 in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable  cause to believe his 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 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 any person who was 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 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  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 is not entitled to be indemnified by the  corporation.  Article Tenth of
the Registrant's Amended and Restated Certificate of Incorporation and Article X
of the Registrant's  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  Amended and Restated  Certificate of Incorporation  eliminates the
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the DGCL.


<PAGE>

     The DGCL  permits the  purchase of  insurance  on behalf of  directors  and
officers  against any  liability  asserted  against  directors  and officers and
incurred by such  persons 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 $10  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 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.

     Insofar as indemnification for liabilities arising under the Securities Act
may be  permitted  to  directors,  officers or persons  controlling  the Company
pursuant  to the  foregoing  provisions  and  agreements,  the  Company has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by the Registrant are
hereby incorporated by reference in this Registration Statement:

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
December 31, 1995, as filed with the Commission on April 1, 1996, and as amended
by Form 10-K/A-1 filed with the Commission on October 15, 1996;

         (b) The Registrant's Form 10-Q for the quarter ended March 31, 1996, as
filed with the Commission on May 15, 1996;  Form 10-Q for the quarter ended June
30, 1996,  as filed with the  Commission  on August 14, 1996,  and as amended by
Form 10-Q/A-1 filed with the Commission on September 24, 1996; and Form 10-Q for
the quarter ended  September 30, 1996, as filed with the  Commission on November
14, 1996; and

         (c) The description of the  Registrant's  Common Stock 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 Exchange
Act, and as amended by Form 8-A/A filed with the Commission on October 15, 1996.

         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  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  corporation)  by reason of the fact that he 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 in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his 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 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 any person who was 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 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  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 is not entitled to be indemnified by the  corporation.  Article Tenth of
the Registrant's Amended and Restated Certificate of Incorporation and Article X
of the Registrant's  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  Amended and Restated  Certificate of Incorporation  eliminates the
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the DGCL.

         The DGCL permits the  purchase of insurance on behalf of directors  and
officers  against any  liability  asserted  against  directors  and officers and
incurred by such  persons 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 $10  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 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.

         At  present,  there  is  no  pending  litigation  or  other  proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened  litigation that may
result in claims for indemnification by any officer or director.

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) of the Registrant's
     Registration Statement on Form S-1, File No. 333-09699,  filed on August 7,
     1996).

4.2  Amended Stock Incentive Plan  (incorporated  herein by reference to Exhibit
     10.33 of the  Registrant's  Registration  Statement  on Form S-1,  File No.
     333-09699, filed on August 7, 1996).

5    Opinion of Kelley Drye & Warren LLP  regarding  the  legality of the Common
     Stock being  registered  (incorporated  herein by reference to Exhibit 5 of
     the Registrant's  Registration  Statement on Form S-8, File No.  333-15155,
     filed on October 31, 1996).

*23.1 Consent of Kelley Drye & Warren LLP.

*23.2 Consent of KPMG Peat Marwick LLP.

*24   Powers of Attorney (See Signature Page).

---------------------------
*Filed herewith

<PAGE>

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;

        (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;
and

        (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 Exchange Act
that are incorporated by reference in this Registration Statement.

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

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act that is  incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions of Item 6, or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 22nd day of
November, 1996.

                                       VIATEL, INC.


                                       By:      /s/ Martin Varsavsky
                                            ------------------------------------

                                       Name:    Martin Varsavsky
                                       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 Sheldon M. Goldman 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,  this  Registration
Statement  has been  signed  below by the  following  persons in the  capacities
indicated and on the dates indicated:

SIGNATURE                           TITLE                          DATE

                          
/s/ Martin Varsavsky
-----------------------
Martin Varsavsky          Chairman of the Board, Chief        November 22, 1996
                          Executive Officer and Director
                          (Principal Executive Officer)

/s/ Michael J. Mahoney
-----------------------                          
Michael J. Mahoney        President, Chief Operating          November 22, 1996
                          Officer and Director

/s/ Allan L. Shaw
-----------------------                          
Allan L. Shaw             Vice President, Finance; Chief      November 22, 1996
                          Financial Officer (Principal
                          Financial and Accounting
                          Officer); Treasurer and Director


/s/ Antonio Carro
-----------------------
Antonio Carro             Director                            November 22, 1996



-----------------------                                                        
Paul G. Pizzani           Director                            November 22, 1996



-----------------------                                                        
W. James Peet             Director                            November 22, 1996



<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)
               of the Registrant's Registration Statement on Form S-1,  File No.
               33-09699, filed on August 7, 1996).

 4.2           Amended Stock Incentive Plan (incorporated herein by reference to
               Exhibit 10.33 of the Registrant's Registration Statement on Form
               S-1, File No. 333-09699, filed on August 7, 1996).

 5             Opinion of Kelley Drye & Warren LLP regarding the legality of the
               Common Stock  being registered (incorporated  herein by reference
               to Exhibit 5 of the  Registrant's Registration Statement on Form
               S-8, File No. 333-15155, filed on October 31, 1996).

 *23.1         Consent of Kelley Drye & Warren LLP.

 *23.2         Consent of KPMG Peat Marwick LLP.

 *24           Powers of Attorney (See Signature Page).

--------------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38141}]
{"company-data": {"conformed-name": "VIATEL INC", "cik": "0000945771", "assigned-sic": "4813", "irs-number": "133787366", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16671", "film-number": "96671326"}, "business-address": {"street1": "800 THIRD AVE", "street2": "18TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2129356800"}, "mail-address": {"street1": "800 THIRD AVE", "street2": "18TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities  and Exchange  Commission on November 22, 1996
                                                      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 Identification No.)
 Incorporation or Organization)            

                                800 Third Avenue
                            New York, New York 10022
          (Address of Principal Executive Offices, Including Zip Code)

                          AMENDED STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                            Sheldon M. Goldman, Esq.
                              U.S. General Counsel
                                  VIATEL, INC.
                                800 Third Avenue
                            New York, New York 10022
                                 (212) 935-6800
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

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

                                    COPY TO:

                              JOHN T. CAPETTA, ESQ.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                               Stamford, CT 06901

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

                         CALCULATION OF REGISTRATION FEE
Title of Securities        Amount to be        Proposed Maximum       Proposed Maximum           Amount of
    to be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Common Stock,
par value $.01 per share        66,666 shares          $10.00               $666,660.00              $202.00

(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 19, 1996, as reported by Nasdaq National Market.
================================================================================

The combined reoffer  prospectus  contained herein relates to this  Registration
Statement and to Registration Statement No. 333-15155.
EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements of Form S-8 to register shares of common stock,  $.01 par value per
share (the "Common  Stock"),  of Viatel,  Inc. (the  "Company" or  "Registrant")
issued pursuant to the  Registrant's  Amended Stock Incentive Plan (the "Plan").
Pursuant to General  Instruction E of Form S-8, the contents of the Registrant's
Registration  Statement  on Form S-8,  filed with the  Securities  and  Exchange
Commission on October 31, 1996  (Registration  No.  333-15155) are  incorporated
herein  by  reference.  Under  cover of this  Form S-8 is a  Reoffer  Prospectus
prepared in accordance with the requirements of Part I of Form S-8. The Form S-8
Reoffer  Prospectus may be utilized for  reofferings of Common Stock acquired by
certain employees of the Company through participation in the Plan.
REOFFER PROSPECTUS

                                  VIATEL, INC.

                                  66,666 SHARES
                                  COMMON STOCK

     This  Prospectus  relates  to the  offer  and sale of  66,666  shares  (the
"Shares") of common  stock,  $.01 par value per share (the "Common  Stock"),  of
Viatel, Inc. (the "Company" or "Registrant"),  issued to certain stockholders of
the  Company  (the  "Selling  Stockholders")  pursuant  to grants made under the
Company's Amended Stock Incentive Plan (the "Plan").  Such Shares may be offered
and  sold,  from time to time,  on the  over-the-counter  market  or such  other
national  securities  exchange upon which the Common Stock is traded at the time
of such sales, at prices  prevailing at the time of such sales, or in negotiated
transactions.  The Company  will not receive any  proceeds  from the sale of the
Shares. SEE "Plan of Distribution."

     The Common Stock is listed on the Nasdaq  National  Market under the symbol
"VYTL." On November  21, 1996, the closing price of the Common Stock was $9 7/8
per share.

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

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

     No  person  has  been  authorized  to give  any  information  or  make  any
representation  other than is  contained  in this  Prospectus,  and, if given or
made, such information or representation  must not be relied upon as having been
authorized by the Company or any Selling  Stockholder.  This Prospectus does not
constitute  an offer to sell or a  solicitation  of an offer to buy any security
offered hereby in any  jurisdiction to any person to whom it is unlawful to make
such offer or  solicitation in such  jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder shall,  under any  circumstances,  create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof or that the information  contained herein is correct as of
any time subsequent to such date.

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

                   The date of this Prospectus is November 22, 1996.
TABLE OF CONTENTS

Available Information ......................................................  3
The Company ................................................................  3
Selling Stockholders .......................................................  4
Plan of Distribution .......................................................  4
Incorporation of Certain Documents by Reference ............................  5
Other Matters ..............................................................  5
AVAILABLE INFORMATION

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission") a Registration Statement (the "Registration  Statement") under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
Shares offered  hereby.  This Prospectus does not contain all of the information
set forth in the Registration Statement.  For further information,  reference is
made to the  Registration  Statement and to the exhibits filed  therewith.  Each
statement made in this Prospectus referring to a document filed as an exhibit to
the Registration  Statement or incorporated  herein by reference is qualified by
reference to such document.

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files reports and other  information  with the  Commission.  Reports,
proxy and information  statements and other information filed by the Company can
be  inspected  and  copied  at public  reference  facilities  maintained  by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, in Washington,
D.C.  20549,  and at the  Commission's  Regional  Offices located at Seven World
Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison Avenue,
Suite 1400, Chicago,  Illinois 60661. Copies of such material can be obtained by
mail from the Public  Reference  Section of the  Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission also maintains
a site on the World Wide Web, the address of which is  http://www.sec.gov,  that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  issuers,  such as the  Company,  that  file  electronically  with the
Commission.

     The Common  Stock of the  Company is listed on the Nasdaq  National  Market
under the symbol "VYTL".  Reports,  proxy and  information  statements and other
information  filed by the Company  with the  Commission  can be inspected at the
offices of the National Association of Securities Dealers,  Inc., 1735 K Street,
N.W., Washington, D.C. 20006.

     The Company will promptly  furnish,  without charge, to each person to whom
this  Prospectus  is delivered,  upon written or oral request of such person,  a
copy of any and all of the information  that has been  incorporated by reference
in this  Prospectus  (other  than  exhibits  to such  information,  unless  such
exhibits are  specifically  incorporated  by reference  into such  information).
Requests  for such  copies  should be  directed to Viatel,  Inc.,  U.S.  General
Counsel,  800 Third Avenue,  New York, New York 10022 Attn:  Sheldon M. Goldman,
telephone number (212) 935-6800.

                                   THE COMPANY

     The Company is a corporation formed under the laws of the State of Delaware
with its principal  executive office located at 800 Third Avenue,  New York, New
York 10022. The telephone number of such office is (212) 935-6800.
SELLING STOCKHOLDERS

     Employees, officers, directors,  independent contractors and consultants of
the Company or any Affiliate (as defined in the Plan)  selected by the Committee
(as defined in the Plan) are eligible to  participate  in the Plan. As such, the
Selling  Stockholders consist of such participants listed below who may offer up
to an  aggregate of 66,666  shares of Common  Stock which have been  acquired by
them pursuant to grants made under the Plan.  There can be no assurance that any
of the Selling Stockholders will offer for sale or sell any or all of the Shares
covered by this Prospectus.

     The  following  is  a  list,  as  of  October  31,  1996,  of  the  Selling
Stockholders and the number of shares held by each such Selling Stockholder:
Number of                                 Percentage
                                                                Shares Owned          Number of             of Class
                                Position with                     Prior to              Shares             Owned After
Name                            the Company                     the Offering         Offered Hereby      the Offering(1)
----                            -------------                   ------------         --------------      ------------
Michael J. Mahoney ......       President, Chief Operating       131,620(2)              33,333                  *
                                Officer and Director
Alan L. Levy ............       Former Executive Vice            102,151(3)              33,333                  *
                                President, Legal and
                                Finance

-------------------
*Less than 1%

(1)      Assuming all shares  offered hereby are sold and based on 22,374,647  shares issued and  outstanding at October
         31, 1996.

(2)      Includes  vested and  exercisable  options to purchase 98,287 shares of Common Stock which options were granted
         pursuant to the Plan.

(3)      Includes  vested and  exercisable  options to purchase 48,817 shares of Common Stock which options were granted
         pursuant to the Plan.
PLAN OF DISTRIBUTION

     The Selling  Stockholders  may, from time to time, offer all or part of the
Shares on the over-the-counter market or such other national securities exchange
upon  which the  Common  Stock is traded  at the time of such  sales,  at prices
prevailing at the time of such sales, or in negotiated transactions. The Company
will pay all expenses in preparing and reproducing the Registration Statement of
which this  Prospectus is a part,  but will not receive any part of the proceeds
of any  sales of such  Shares.  In  addition,  any  securities  covered  by this
Prospectus  which  qualify for sale pursuant to Rule 144  promulgated  under the
Securities  Act  may be  sold  under  Rule  144  rather  than  pursuant  to this
Prospectus.  The Selling Stockholders will pay the brokerage commissions charged
to sellers in connection with any such sales.

     The  Company  and  the  Selling   Stockholders  may  enter  into  customary
agreements  concerning  indemnification  and the  provision  of  information  in
connection with the sale of the Shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed with the  Commission by the  Registrant are
hereby incorporated by reference in this Prospectus:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1995, as filed with the  Commission on April 1, 1996, and as amended by Form
10-K/A-1 filed with the Commission on October 15, 1996;

     (b) The  Registrant's  Form 10-Q for the quarter  ended March 31, 1996,  as
filed with the Commission on May 15, 1996;  Form 10-Q for the quarter ended June
30, 1996,  as filed with the  Commission  on August 14, 1996,  and as amended by
Form 10-Q/A-1 filed with the Commission on September 24, 1996; and Form 10-Q for
the quarter ended  September 30, 1996, as filed with the  Commission on November
14, 1996; and

     (c) The  description  of the  Registrant's  Common  Stock  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 Exchange
Act, and as amended by Form 8-A/A filed with the Commission on October 15, 1996.

     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  termination of the offering shall also be deemed to be  incorporated  by
reference into the Registration  Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.

                                  OTHER MATTERS

     Section 145 of the Delaware  General  Corporation Law (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  corporation)  by
reason of the fact that he 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 in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable  cause to believe his 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 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 any person who was 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 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  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 is not entitled to be indemnified by the  corporation.  Article Tenth of
the Registrant's Amended and Restated Certificate of Incorporation and Article X
of the Registrant's  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  Amended and Restated  Certificate of Incorporation  eliminates the
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the DGCL.
The DGCL  permits the  purchase of  insurance  on behalf of  directors  and
officers  against any  liability  asserted  against  directors  and officers and
incurred by such  persons 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 $10  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 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.

     Insofar as indemnification for liabilities arising under the Securities Act
may be  permitted  to  directors,  officers or persons  controlling  the Company
pursuant  to the  foregoing  provisions  and  agreements,  the  Company has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by the Registrant are
hereby incorporated by reference in this Registration Statement:

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
December 31, 1995, as filed with the Commission on April 1, 1996, and as amended
by Form 10-K/A-1 filed with the Commission on October 15, 1996;

         (b) The Registrant's Form 10-Q for the quarter ended March 31, 1996, as
filed with the Commission on May 15, 1996;  Form 10-Q for the quarter ended June
30, 1996,  as filed with the  Commission  on August 14, 1996,  and as amended by
Form 10-Q/A-1 filed with the Commission on September 24, 1996; and Form 10-Q for
the quarter ended  September 30, 1996, as filed with the  Commission on November
14, 1996; and

         (c) The description of the  Registrant's  Common Stock 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 Exchange
Act, and as amended by Form 8-A/A filed with the Commission on October 15, 1996.

         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  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  corporation)  by reason of the fact that he 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 in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his 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 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 any person who was 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 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  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 is not entitled to be indemnified by the  corporation.  Article Tenth of
the Registrant's Amended and Restated Certificate of Incorporation and Article X
of the Registrant's  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  Amended and Restated  Certificate of Incorporation  eliminates the
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the DGCL.

         The DGCL permits the  purchase of insurance on behalf of directors  and
officers  against any  liability  asserted  against  directors  and officers and
incurred by such  persons 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 $10  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 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.

         At  present,  there  is  no  pending  litigation  or  other  proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened  litigation that may
result in claims for indemnification by any officer or director.

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) of the Registrant's
     Registration Statement on Form S-1, File No. 333-09699,  filed on August 7,
     1996).

4.2  Amended Stock Incentive Plan  (incorporated  herein by reference to Exhibit
     10.33 of the  Registrant's  Registration  Statement  on Form S-1,  File No.
     333-09699, filed on August 7, 1996).

5    Opinion of Kelley Drye & Warren LLP  regarding  the  legality of the Common
     Stock being  registered  (incorporated  herein by reference to Exhibit 5 of
     the Registrant's  Registration  Statement on Form S-8, File No.  333-15155,
     filed on October 31, 1996).

*23.1 Consent of Kelley Drye & Warren LLP.

*23.2 Consent of KPMG Peat Marwick LLP.

*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;

        (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;
and

        (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 Exchange Act
that are incorporated by reference in this Registration Statement.

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

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act that is  incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions of Item 6, or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 22nd day of
November, 1996.

                                       VIATEL, INC.

                                       By:      /s/ Martin Varsavsky
                                            ------------------------------------

                                       Name:    Martin Varsavsky
                                       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 Sheldon M. Goldman 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,  this  Registration
Statement  has been  signed  below by the  following  persons in the  capacities
indicated and on the dates indicated:

SIGNATURE                           TITLE                          DATE

                          
/s/ Martin Varsavsky
-----------------------
Martin Varsavsky          Chairman of the Board, Chief        November 22, 1996
                          Executive Officer and Director
                          (Principal Executive Officer)

/s/ Michael J. Mahoney
-----------------------                          
Michael J. Mahoney        President, Chief Operating          November 22, 1996
                          Officer and Director

/s/ Allan L. Shaw
-----------------------                          
Allan L. Shaw             Vice President, Finance; Chief      November 22, 1996
                          Financial Officer (Principal
                          Financial and Accounting
                          Officer); Treasurer and Director

/s/ Antonio Carro
-----------------------
Antonio Carro             Director                            November 22, 1996

-----------------------                                                        
Paul G. Pizzani           Director                            November 22, 1996

-----------------------                                                        
W. James Peet             Director                            November 22, 1996
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)
               of the Registrant's Registration Statement on Form S-1,  File No.
               33-09699, filed on August 7, 1996).

 4.2           Amended Stock Incentive Plan (incorporated herein by reference to
               Exhibit 10.33 of the Registrant's Registration Statement on Form
               S-1, File No. 333-09699, filed on August 7, 1996).

 5             Opinion of Kelley Drye & Warren LLP regarding the legality of the
               Common Stock  being registered (incorporated  herein by reference
               to Exhibit 5 of the  Registrant's Registration Statement on Form
               S-8, File No. 333-15155, filed on October 31, 1996).

 *23.1         Consent of Kelley Drye & Warren LLP.

 *23.2         Consent of KPMG Peat Marwick LLP.

 *24           Powers of Attorney (See Signature Page).

--------------------------
*Filed herewith