As filed with the Securities and Exchange Commission on September 30, 1998
                                                            File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

         DELAWARE                                       87-0378021
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

         501 Bath Street                                  93101
     Santa Barbara, California                          (Zip Code)
(Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (805) 884-6300

                          1998 Stock Incentive Plan of
                           AvTel Communications, Inc.
                            (Full title of the Plan)

                    James P. Pisani, President and Secretary
                                 501 Bath Street
                         Santa Barbara, California 93101
                                 (805) 884-6300
                               (Agent for Service)

<TABLE>

<CAPTION>

                         CALCULATION OF REGISTRATION FEE


                                                                   Proposed             Proposed
                                                                    Maximum              Maximum
     Title of Securities      Amount to be      Offering Price        Aggregate            Amount of
      to be Registered        Registered (1)     Per Share (2)    Offering Price (2)    Registration Fee
   ----------------------  ------------------  ----------------  --------------------  ------------------
<S><C>                     <C>                 <C>               <C>                   <C> 

    Common Stock, par
    value $.01 per share    1,500,000 Shares        $2.375            $3,562,500              $1,051
   ======================  ==================  ================  ====================  ==================
</TABLE>

(1)        This Registration Statement shall also cover any additional shares of
           Common Stock which  become  issuable  under the 1998 Stock  Incentive
           Plan by reason of any stock dividend,  stock split,  recapitalization
           or  other  similar  transaction   effected  without  the  receipt  of
           consideration  which  results  in an  increase  in the  number of the
           outstanding shares of Common Stock of AvTel Communications, Inc.

(2)       Calculated  solely for the purposes of this offering under Rule 457(h)
          of the Securities Act of 1933, as amended, on the basis of the average
          of the  high  and low  prices  per  share  of  Common  Stock  of AvTel
          Communications, Inc. on September 28, 1998.

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





<PAGE>



                                     Part II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.   Incorporation of documents by reference.

The   following   documents,   which  have   heretofore   been  filed  by  AvTel
Communications,  Inc. ("AvTel" or "Registrant") with the Securities and Exchange
Commission (the "SEC"), are incorporated by reference herein and shall be deemed
to be a part hereof:

     (a)  Form 10-K for the year ended December 31, 1997 (File No. 0-27580);

     (b)  Form 10-Q for the quarter ended March 31, 1998 (File No. 0-27580);

     (c)  Form 10-Q for the quarter ended June 30, 1998 (File No. 0-27580);

     (d)  Form 8-K filed December 9, 1997 as amended on March 13, 1998 (File No.
          0-27580); and

     (e)  The description of AvTel's shares of Common Stock contained in AvTel's
          registration statement on Form 10-SB, as amended, initially filed with
          the SEC on January 16, 1996 (File No. 0-27580).

All documents  subsequently filed by AvTel pursuant to Sections 13(a), 13(c), 14
and 15(d) if the  Securities  Exchange Act of 1934,  as amended  (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  herein by reference and
shall be deemed a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

Not applicable.

Item 6.   Indemnification of Directors and Officers.

           Article  VIII  of  the  Registrant's   Certificate  of  Incorporation
("Article  VIII") is consistent with Section  102(b)(7) of the Delaware  General
Corporation  Law (the "DGCL"),  which  generally  permits a company to include a
provision  limiting  the  personal  liability  of a  director  in the  company's
certificate of  incorporation.  With  limitations,  Article VIII  eliminates the
personal  liability  of the  Registrant's  directors  to the  Registrant  or its
stockholders for monetary damages for breach of fiduciary duty as a director.

                                      II-1

<PAGE>



However,  Article VIII does not eliminate director liability (i) for breaches of
the duty of loyalty to the  Registrant  and its  stockholders,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for transactions  from which a director derives improper
personal benefit and (iv) under Section 174 of the DGCL ("Section 174"). Section
174  makes  directors   personally  liable  for  unlawful  dividends  and  stock
repurchases or redemptions  and expressly sets forth a negligence  standard with
respect to such liability.  Article VIII provides  further that a director shall
not be personally  liable to the Registrant or its  stockholders to such further
extent as permitted by any law  subsequently  enacted,  including any subsequent
amendment to the DGCL. While Article VIII protects the directors from awards for
monetary damages for breaches of their duty of care, it does not eliminate their
duty of care.

Under  Section  145 of the  DGCL,  directors  and  officers,  as well  as  other
employees  and  individuals,  may be  indemnified  against  expenses  (including
attorneys'  fees),  judgments,  fines,  amounts paid in settlement in connection
with  specified  actions,  suits,  or  proceedings,   whether  civil,  criminal,
administrative, or investigative (other than an action by or in the right of the
corporation-a  "derivative  action") if they acted in good faith and in a manner
they reasonably  believed to be in, or not opposed to, the best interests of the
corporation,  and,  with  respect to  criminal  actions or  proceedings,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard of
care  is   applicable   in  the  case  of   derivative   actions,   except  that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection  with the  defense  or  settlement  of such an  action,  and the DGCL
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation.

With certain limitations,  Article VI of the Registrant's By-Laws ("Article VI")
provides  for  indemnification  of any of the  Registrant's  current  and former
officers and directors  against  expenses,  liabilities  or other matters to the
fullest extent permitted by Section 145. Indemnification rights under Article VI
are  non-exclusive.  In the event of an  officer's  or  director's  death,  such
person's  indemnification  rights  shall  extend  to his or her  heirs and legal
representatives.  Article VI provides that the  Registrant  shall  indemnify its
directors and officers  (and, in the  discretion of the Board,  employees of the
Registrant  or persons  serving at the  request of the  Registrant  in any other
capacity for or on behalf of the Registrant) to the full extent permitted by law
against any liability or expense  actually and reasonably  incurred.  Article VI
provides  further that the  Registrant  shall  advance  expenses  incurred by an
officer or director in defending a civil or criminal action,  suit or proceeding
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 such  officer or
director is not entitled to be indemnified.

Item 7.   Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Index to Exhibits.


                                      II-2

<PAGE>



Item 9.  Undertakings.

A.         Rule 415 Offering

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 the  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   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement.

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

          Provided.,  however,  that paragraphs  (A)(1)(i) and (A)(l)(ii) do not
          apply if the  registration  statement  is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is  contained in periodic  reports  filed by the
          registrant pursuant to section 13 or section 15(d) of the Exchange Act
          that are incorporated by reference in the registration statement.

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

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

B.   Filings Incorporating Subsequent Exchange Act Documents by Reference.

                                      II-3

<PAGE>



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 Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.   Request  for  Acceleration  of  Effective  Date or Filing  of  Registration
     Statement on Form S-8.

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 provisions of the registrant's  charter or by-laws 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-4

<PAGE>



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned  directors  and
officers of AvTel Communications,  Inc., hereby constitutes and appoints Anthony
E. Papa and James P. Pisani, his 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,  with full power to act alone,  to
sign  any  and  all  amendments  (including  posteffective  amendments)  to this
registration statement, and to file the same, with all exhibits thereto, and any
and all  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 any and all acts and things 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 that said attorneys-in-fact and agents, or any of them, or his substitute or
nominee, may lawfully do or cause to be done by virtue hereof.



                                      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 Santa Barbara, State of California, on September 28,
1998.

                                          AVTEL COMMUNICATIONS, INC.

                                          By/s/    ANTHONY E. PAPA
                                               Name: Anthony E. Papa
                                               Title:   Chief Executive Officer


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on September 28, 1998, by the following  persons
in the capacities indicated.

Signature                                  Title

/s/   ANTHONY E. PAPA                      Chairman of the Board and Chief
    Anthony E. Papa                        Executive Office (Principal Executive
                                           Officer)

/s/    JAMES P. PISANI                     President, Chief Operating Officer,
    James P. Pisani                        Chief Financial Officer and Director
                                           (Principal Financial Officer)

/s/    VIRGINIA A. BAKER                 Controller and Chief Accounting Officer
    Virginia A. Baker                      (Principal Accounting Officer)


/s/     JOHN E. ALLEN                      Director
    John E. Allen


/s/     JEFFREY J. JENSEN                  Director
    Jeffrey J. Jensen

/s/     GREGORY T. MUTZ                    Director
    Gregory T. Mutz



                                      II-6

<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number               Description of Document

3.1  Certificate of  Incorporation  (incorporated by reference to Exhibit 3.1 to
     AvTel's Annual Report on Form 10-KSB for the year ended  September 30, 1997
     (File No. 0-27580)(the "Form 10-KSB")).

3.2  Bylaws (incorporated by reference to Exhibit 3.2 to the Form 10-KSB).

4.1  Form of stock  certificate  for  shares of Common  Stock  (incorporated  by
     reference  to Exhibit  4.1 to AvTel's  Registration  Statement  on Form S-8
     dated May 22, 1998).

4.2  1998 Stock Incentive Plan of AvTel  Communications,  Inc.  (incorporated by
     reference to Exhibit A to AvTel's  Definitive  Proxy  Statement on Schedule
     14A dated April 28, 1998).

5    Opinion of Seed, Mackall & Cole LLP (set forth on page II-8).

23.1 Consent of KPMG Peat Marwick LLP (set forth on page II-9).

23.2 Consent of Seed, Mackall & Cole LLP (included in Exhibit 5).

24   Power of Attorney (included on page II-5)

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "1998 INCENTIVE STOCK PLAN", "secsgml_size_bytes": 18335}]
{"company-data": {"conformed-name": "AVTEL COMMUNICATIONS INC/DE", "cik": "0001005974", "assigned-sic": "7385", "irs-number": "870378021", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64769", "film-number": "98718217"}, "business-address": {"street1": "501 BATH STREET", "city": "SANTA BARBARA", "state": "CA", "zip": "93101", "phone": "(805) 884-6300"}, "mail-address": {"street1": "501 BATH STREET", "city": "SANTA BARABARA", "state": "CA", "zip": "93101"}, "former-company": [{"former-conformed-name": "AVTEL COMMUNICATIONS INC/UT", "date-changed": "19970109"}, {"former-conformed-name": "HI TIGER INTERNATIONAL INC", "date-changed": "19960119"}]}
As filed with the Securities and Exchange Commission on September 30, 1998
                                                            File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

         DELAWARE                                       87-0378021
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

         501 Bath Street                                  93101
     Santa Barbara, California                          (Zip Code)
(Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (805) 884-6300

                          1998 Stock Incentive Plan of
                           AvTel Communications, Inc.
                            (Full title of the Plan)

                    James P. Pisani, President and Secretary
                                 501 Bath Street
                         Santa Barbara, California 93101
                                 (805) 884-6300
                               (Agent for Service)
CALCULATION OF REGISTRATION FEE

                                                                   Proposed             Proposed
                                                                    Maximum              Maximum
     Title of Securities      Amount to be      Offering Price        Aggregate            Amount of
      to be Registered        Registered (1)     Per Share (2)    Offering Price (2)    Registration Fee
   ----------------------  ------------------  ----------------  --------------------  ------------------
Common Stock, par
    value $.01 per share    1,500,000 Shares        $2.375            $3,562,500              $1,051
   ======================  ==================  ================  ====================  ==================
(1)        This Registration Statement shall also cover any additional shares of
           Common Stock which  become  issuable  under the 1998 Stock  Incentive
           Plan by reason of any stock dividend,  stock split,  recapitalization
           or  other  similar  transaction   effected  without  the  receipt  of
           consideration  which  results  in an  increase  in the  number of the
           outstanding shares of Common Stock of AvTel Communications, Inc.

(2)       Calculated  solely for the purposes of this offering under Rule 457(h)
          of the Securities Act of 1933, as amended, on the basis of the average
          of the  high  and low  prices  per  share  of  Common  Stock  of AvTel
          Communications, Inc. on September 28, 1998.

================================================================================
Part II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.   Incorporation of documents by reference.

The   following   documents,   which  have   heretofore   been  filed  by  AvTel
Communications,  Inc. ("AvTel" or "Registrant") with the Securities and Exchange
Commission (the "SEC"), are incorporated by reference herein and shall be deemed
to be a part hereof:

     (a)  Form 10-K for the year ended December 31, 1997 (File No. 0-27580);

     (b)  Form 10-Q for the quarter ended March 31, 1998 (File No. 0-27580);

     (c)  Form 10-Q for the quarter ended June 30, 1998 (File No. 0-27580);

     (d)  Form 8-K filed December 9, 1997 as amended on March 13, 1998 (File No.
          0-27580); and

     (e)  The description of AvTel's shares of Common Stock contained in AvTel's
          registration statement on Form 10-SB, as amended, initially filed with
          the SEC on January 16, 1996 (File No. 0-27580).

All documents  subsequently filed by AvTel pursuant to Sections 13(a), 13(c), 14
and 15(d) if the  Securities  Exchange Act of 1934,  as amended  (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  herein by reference and
shall be deemed a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

Not applicable.

Item 6.   Indemnification of Directors and Officers.

           Article  VIII  of  the  Registrant's   Certificate  of  Incorporation
("Article  VIII") is consistent with Section  102(b)(7) of the Delaware  General
Corporation  Law (the "DGCL"),  which  generally  permits a company to include a
provision  limiting  the  personal  liability  of a  director  in the  company's
certificate of  incorporation.  With  limitations,  Article VIII  eliminates the
personal  liability  of the  Registrant's  directors  to the  Registrant  or its
stockholders for monetary damages for breach of fiduciary duty as a director.

                                      II-1
However,  Article VIII does not eliminate director liability (i) for breaches of
the duty of loyalty to the  Registrant  and its  stockholders,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for transactions  from which a director derives improper
personal benefit and (iv) under Section 174 of the DGCL ("Section 174"). Section
174  makes  directors   personally  liable  for  unlawful  dividends  and  stock
repurchases or redemptions  and expressly sets forth a negligence  standard with
respect to such liability.  Article VIII provides  further that a director shall
not be personally  liable to the Registrant or its  stockholders to such further
extent as permitted by any law  subsequently  enacted,  including any subsequent
amendment to the DGCL. While Article VIII protects the directors from awards for
monetary damages for breaches of their duty of care, it does not eliminate their
duty of care.

Under  Section  145 of the  DGCL,  directors  and  officers,  as well  as  other
employees  and  individuals,  may be  indemnified  against  expenses  (including
attorneys'  fees),  judgments,  fines,  amounts paid in settlement in connection
with  specified  actions,  suits,  or  proceedings,   whether  civil,  criminal,
administrative, or investigative (other than an action by or in the right of the
corporation-a  "derivative  action") if they acted in good faith and in a manner
they reasonably  believed to be in, or not opposed to, the best interests of the
corporation,  and,  with  respect to  criminal  actions or  proceedings,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard of
care  is   applicable   in  the  case  of   derivative   actions,   except  that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection  with the  defense  or  settlement  of such an  action,  and the DGCL
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation.

With certain limitations,  Article VI of the Registrant's By-Laws ("Article VI")
provides  for  indemnification  of any of the  Registrant's  current  and former
officers and directors  against  expenses,  liabilities  or other matters to the
fullest extent permitted by Section 145. Indemnification rights under Article VI
are  non-exclusive.  In the event of an  officer's  or  director's  death,  such
person's  indemnification  rights  shall  extend  to his or her  heirs and legal
representatives.  Article VI provides that the  Registrant  shall  indemnify its
directors and officers  (and, in the  discretion of the Board,  employees of the
Registrant  or persons  serving at the  request of the  Registrant  in any other
capacity for or on behalf of the Registrant) to the full extent permitted by law
against any liability or expense  actually and reasonably  incurred.  Article VI
provides  further that the  Registrant  shall  advance  expenses  incurred by an
officer or director in defending a civil or criminal action,  suit or proceeding
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 such  officer or
director is not entitled to be indemnified.

Item 7.   Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Index to Exhibits.

                                      II-2
Item 9.  Undertakings.

A.         Rule 415 Offering

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 the  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   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement.

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

          Provided.,  however,  that paragraphs  (A)(1)(i) and (A)(l)(ii) do not
          apply if the  registration  statement  is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is  contained in periodic  reports  filed by the
          registrant pursuant to section 13 or section 15(d) of the Exchange Act
          that are incorporated by reference in the registration statement.

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

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

B.   Filings Incorporating Subsequent Exchange Act Documents by Reference.

                                      II-3
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 Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.   Request  for  Acceleration  of  Effective  Date or Filing  of  Registration
     Statement on Form S-8.

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 provisions of the registrant's  charter or by-laws 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-4
POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned  directors  and
officers of AvTel Communications,  Inc., hereby constitutes and appoints Anthony
E. Papa and James P. Pisani, his 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,  with full power to act alone,  to
sign  any  and  all  amendments  (including  posteffective  amendments)  to this
registration statement, and to file the same, with all exhibits thereto, and any
and all  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 any and all acts and things 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 that said attorneys-in-fact and agents, or any of them, or his substitute or
nominee, may lawfully do or cause to be done by virtue hereof.

                                      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 Santa Barbara, State of California, on September 28,
1998.

                                          AVTEL COMMUNICATIONS, INC.

                                          By/s/    ANTHONY E. PAPA
                                               Name: Anthony E. Papa
                                               Title:   Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on September 28, 1998, by the following  persons
in the capacities indicated.

Signature                                  Title

/s/   ANTHONY E. PAPA                      Chairman of the Board and Chief
    Anthony E. Papa                        Executive Office (Principal Executive
                                           Officer)

/s/    JAMES P. PISANI                     President, Chief Operating Officer,
    James P. Pisani                        Chief Financial Officer and Director
                                           (Principal Financial Officer)

/s/    VIRGINIA A. BAKER                 Controller and Chief Accounting Officer
    Virginia A. Baker                      (Principal Accounting Officer)

/s/     JOHN E. ALLEN                      Director
    John E. Allen

/s/     JEFFREY J. JENSEN                  Director
    Jeffrey J. Jensen

/s/     GREGORY T. MUTZ                    Director
    Gregory T. Mutz

                                      II-6
INDEX TO EXHIBITS

Exhibit
Number               Description of Document

3.1  Certificate of  Incorporation  (incorporated by reference to Exhibit 3.1 to
     AvTel's Annual Report on Form 10-KSB for the year ended  September 30, 1997
     (File No. 0-27580)(the "Form 10-KSB")).

3.2  Bylaws (incorporated by reference to Exhibit 3.2 to the Form 10-KSB).

4.1  Form of stock  certificate  for  shares of Common  Stock  (incorporated  by
     reference  to Exhibit  4.1 to AvTel's  Registration  Statement  on Form S-8
     dated May 22, 1998).

4.2  1998 Stock Incentive Plan of AvTel  Communications,  Inc.  (incorporated by
     reference to Exhibit A to AvTel's  Definitive  Proxy  Statement on Schedule
     14A dated April 28, 1998).

5    Opinion of Seed, Mackall & Cole LLP (set forth on page II-8).

23.1 Consent of KPMG Peat Marwick LLP (set forth on page II-9).

23.2 Consent of Seed, Mackall & Cole LLP (included in Exhibit 5).

24   Power of Attorney (included on page II-5)

                                      II-7