<PAGE>
 
   As filed with the Securities and Exchange Commission on January 21, 1997
                                                   Registration No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                          EXCEL COMMUNICATIONS, INC.
            (Exact name of Registrant as specified in its charter)

          DELAWARE                                 75-2624939
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)


                   8750 NORTH CENTRAL EXPRESSWAY, SUITE 2000
                              DALLAS, TEXAS 75231
         (Address, including zip code, of principal executive offices)

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

               EXCEL COMMUNICATIONS, INC. 1995 STOCK OPTION PLAN
          EXCEL COMMUNICATIONS, INC. 1997 DIRECTOR STOCK OPTION PLAN
   EXCEL COMMUNICATIONS, INC. DIRECTOR STOCK OPTION AGREEMENT WITH RONALD A.
                                   MCDOUGALL
                    (Full title of the plans or agreements)

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

                         J. CHRISTOPHER DANCE, ESQUIRE
                          EXCEL COMMUNICATIONS, INC.
                   8750 NORTH CENTRAL EXPRESSWAY, SUITE 2000
                              DALLAS, TEXAS 75231
                    (Name and address of agent for service)

                                (214) 863-8000
         (Telephone number, including area code, of agent for service)

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

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
===============================================================================================================================
  Title of securities to be    Amount to be     Proposed maximum offering        Proposed maximum aggregate       Amount of
          registered           registered(1)         price per share                 offering price(2)          registration
                                                                                                                    fee
-------------------------------------------------------------------------------------------------------------------------------
  <S>                          <C>              <C>                              <C>                            <C>
Common Stock, par value        9,330,000                   (3)                         $106,433,736               $32,253
$.001 per share............      shares
===============================================================================================================================
</TABLE>

(1)  Consists of 8,910,000 shares of Common Stock issuable pursuant to the EXCEL
     Communications, Inc. 1995 Stock Option Plan, 400,000 shares of Common Stock
     issuable pursuant to the EXCEL Communications, Inc. 1997 Director Stock
     Option Plan, and 20,000 shares of Common Stock issuable pursuant to a
     Director Stock Option Agreement between EXCEL Communications, Inc. and
     Ronald A. McDougall.

(2)  Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing
     the registration fee.  The calculation of the proposed maximum aggregate
     offering price is based upon the aggregate exercise price for shares of
     Common Stock issuable upon the exercise of options already granted and is
     based upon the average of the high and low sales prices per share of the
     Common Stock reported on The New York Stock Exchange on January 15, 1997
     for all other shares being registered.

(3)  Because there are options still available for grant under the 1995 Stock
     Option Plan and the 1997 Director Stock Option Plan and the exercise prices
     thereof may be based on the fair market value of the Common Stock on the
     date of grant, it is not possible as of the date hereof to determine the
     maximum offering price per share of the shares of Common Stock to be
     offered under the 1995 Stock Option Plan and the 1997 Director Stock Option
     Plan.  The maximum offering price per share of the shares of Common Stock
     offered to Ronald A. McDougall under his Director Stock Option Agreement
     with EXCEL Communications, Inc. is $21.25.

================================================================================
<PAGE>
 
                                    PART I
                                     
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     Note:  The document(s) containing the information concerning the EXCEL
Communications, Inc. 1995 Stock Option Plan, as amended (the "1995 Stock Option
Plan"), the EXCEL Communications, Inc. 1997 Director Stock Option Plan (the
"1997 Director Stock Option Plan"), and the Director Stock Option Agreement
between EXCEL Communications, Inc. and Ronald A. McDougall (the "McDougall
Option Agreement") required by Item 1 of Form S-8 and the statement of
availability of registrant information and information relating to the 1995
Stock Option Plan, the 1997 Director Stock Option Plan and the McDougall Option
Agreement and other information required by Item 2 of Form S-8 will be sent or
given to the employees and eligible directors of the registrant and Mr.
McDougall, as the case may be, as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. The registrant will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant will furnish to the Commission or its staff a copy or copies of any
or all of the documents included in such file.

                                      I-1
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which EXCEL Communications, Inc. (the "Company")
has filed with the Commission pursuant to the Securities Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:

     (i)  The Prospectus dated May 9, 1996 as filed on May 10, 1996 with the
          Commission pursuant to Rule 424(b) under the Securities Act in
          connection with the  Company's Registration Statement on  Form S-1, as
          amended (Registration No. 333-1076), which contains audited financial
          statements for the Company's fiscal year ended December 31, 1995,
          which is the Company's latest fiscal year for which audited financial
          statements have been filed with the Commission;

     (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1996 filed with the Commission on August 6, 1996;

     (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1996 filed with the Commission on November 14, 1996;

     (iv) The Company's Current Reports on Form 8-K filed with the Commission on
          June 6, 1996, July 2, 1996, and August 31, 1996; and

     (v)  The description of the Common Stock of the Company contained in the
          Company's Registration Statement on Form 8-A (Commission File No. 1-
          14322), as filed with the Commission pursuant to the Exchange Act on
          April 12, 1996, as may be amended, modified or superseded by any
          report or amendment filed with the Commission for the purpose of
          updating such description.

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

     Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any 

                                      II-1
<PAGE>
 
subsequently filed amendment to this Registration Statement, or in any document
that also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company), by reason of the fact
that such person is or was a director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company 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 Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Section 145 of the DGCL requires that to the extent a director, officer,
employee, or agent of the Company has been successful, on the merits or
otherwise, in the defense of any action, suit, or proceeding or in defense of
any action, suit, or proceeding described in Section 145, or in defense of any
claim, issue, or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.  Section 145 of the DGCL further provides that expenses
(including attorneys' fees) incurred by an officer or director in defending any
civil, criminal, administrative, or investigative action, suit, or proceeding
may be paid by the Company in advance of the final disposition of such action,
suit, or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Company as authorized in
Section 145.  Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.  In addition, Section 145 provides
that indemnification and advancement of expenses provided by, or granted
pursuant to, its provisions shall not be deemed exclusive of any rights to which
a person seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders, or disinterested directors or
otherwise, both as to action in his official capacity and as 

                                      II-2
<PAGE>
 
to action in another capacity while holding such office. Section 145 also allows
the Company to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee, or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Company would
have the power to indemnify him against such liability under Section 145.

     Article TENTH of the Company's Certificate of Incorporation, a copy of
which is filed as Exhibit 4.1 to this Registration Statement, provides the
following:

     "The Corporation shall indemnify any person who was, is, or is threatened
     to be made a party to a proceeding (as hereinafter defined) by reason of
     the fact that he or she (i) is or was a director or officer of the
     Corporation or (ii) while a director or officer of the Corporation, is or
     was serving at the request of the Corporation as a director, officer,
     partner, venturer, proprietor, trustee, employee, agent, or similar
     functionary of another foreign or domestic corporation, partnership, joint
     venture, sole proprietorship, trust, employee benefit plan, or other
     enterprise, to the fullest extent permitted under the Delaware General
     Corporation Law, as the same exists or may hereafter be amended.  Such
     right shall be a contract right and as such shall run to the benefit of any
     director or officer who is elected and accepts the position of director or
     officer of the Corporation or elects to continue to serve as a director or
     officer of the Corporation while this Article Tenth is in effect.  Any
     repeal or amendment of this Article Tenth shall be prospective only and
     shall not limit the rights of any such director or officer or the
     obligations of the Corporation with respect to any claim arising from or
     related to the services of any such director or officer in any of the
     foregoing capacities prior to any such repeal or amendment to this Article
     Tenth.  Such right shall include the right to be paid by the Corporation
     expenses incurred in defending any such proceeding in advance of its final
     disposition to the maximum extent permitted under the Delaware General
     Corporation Law, as the same exists or may hereafter be amended.  If a
     claim for indemnification or advancement of expenses hereunder is not paid
     in full by the Corporation within sixty (60) days after a written claim has
     been received by the Corporation, the claimant may at any time thereafter
     bring suit against the Corporation to recover the unpaid amount of the
     claim, and if successful in whole or in part, the claimant shall also be
     entitled to be paid the expenses of prosecuting such claim.  It shall be a
     defense to any such action that such indemnification or advancement of
     costs of defense are not permitted under the Delaware General Corporation
     Law, but the burden of proving such defense shall be on the Corporation.
     Neither the failure of the Corporation (including its board of directors or
     any committee thereof, independent legal counsel, or stockholders) to have
     made its determination prior to the commencement of such action that
     indemnification of, or advancement of costs of defense to, the claimant is
     permissible in the circumstances nor an actual determination by the
     Corporation (including its board of directors or any committee thereof,
     independent legal counsel, or stockholders) that such indemnification or
     advancement is not permissible shall be a defense to the action or create a
     presumption that such indemnification or advancement 

                                      II-3
<PAGE>
 
     is not permissible. In the event of the death of any person having a right
     of indemnification under the foregoing provisions, such right shall inure
     to the benefit of his or her heirs, executors, administrators, and personal
     representatives. The rights conferred above shall not be exclusive of any
     other right which any person may have or hereafter acquire under any
     statute, by-law, resolution of stockholders or directors, agreement, or
     otherwise.

     The Corporation may additionally indemnify any employee or agent of the
     Corporation to the fullest extent permitted by law.

     As used herein, the term "proceeding" means any threatened, pending, or
     completed action, suit, or proceeding, whether civil, criminal,
     administrative, arbitrative, or investigative, any appeal in such an
     action, suit, or proceeding, and any inquiry or investigation that could
     lead to such an action, suit, or proceeding."

     Article ELEVENTH of the Company's Certificate of Incorporation provides the
     following:

     "A director of the Corporation shall not be personally liable to the
     Corporation or its stockholders for monetary damages for 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 acts or omissions not in good faith or which involve intentional
     misconduct or knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit.  Any repeal or amendment
     of this Article Eleventh by the stockholders of the Corporation shall be
     prospective only, and shall not adversely affect any limitation on the
     personal liability of a director of the Corporation arising from an act or
     omission occurring prior to the time of such repeal or amendment.  In
     addition to the circumstances in which a director of the Corporation is not
     personally liable as set forth in the foregoing provisions of this Article
     Eleventh, a director shall not be liable to the Corporation or its
     stockholders to such further extent as permitted by any law hereafter
     enacted, including without limitation any subsequent amendment to the
     Delaware General Corporation Law."

     The Underwriting Agreement entered into by the Company in connection with
the initial public offering of its Common Stock, a copy of which is filed as
Exhibit 1.1 to the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-1076), provides for indemnification by the underwriters of
such initial public offering of the Company and its officers and directors and
such selling stockholders.  Such agreement also provides for indemnification by
the Company and such selling stockholders of such underwriters for certain
liabilities arising under the Securities Act or otherwise.

     The Company currently has in effect a directors and officers liability
insurance policy.

     As a result of these provisions, the Company and its stockholders may be
unable to obtain monetary damages from a director for breach of the duty of
care.  Although stockholders may 

                                      II-4
<PAGE>
 
continue to seek injunctive or other equitable relief for an alleged breach of
fiduciary duty by a director, stockholders may not have any effective remedy
against the challenged conduct if equitable remedies are unavailable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

EXHIBIT               
NUMBER                                          DOCUMENT DESCRIPTION  
-------                                         --------------------

  4.1                 Certificate of Incorporation of the Company, as amended
                      (incorporated by reference to Exhibit 3.1 to the Company's
                      Registration Statement on Form S-1, as amended (Commission
                      No. 333-1076)).

  4.2                 Bylaws of the Company (incorporated by reference to
                      Exhibit 3.2 to the Company's Registration Statement on
                      Form S-1, as amended (Commission File No. 333-1076)).
  4.3                
                      Specimen Certificate for Common Stock of the Company
                      (incorporated by reference to Exhibit 4.1 to the Company's
                      Registration Statement on Form S-1, as amended (Commission
                      File No. 333-1076)).

  4.4*                EXCEL Communications, Inc. 1995 Stock Option Plan, as
                      amended by Amendments Nos. 1 and 2.

  4.5*                EXCEL Communications, Inc. 1997 Director Stock Option
                      Plan.

  4.6*                Director Stock Option Agreement between EXCEL
                      Communications, Inc. and Ronald A. McDougall dated August
                      26, 1996.
                      
  5.1*                Opinion of Munsch Hardt Kopf Harr & Dinan, P.C.

 23.1                 Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included
                      in the opinion filed as Exhibit 5.1 to this Registration
                      Statement).

 23.2*                Consent of Arthur Andersen LLP, independent public
                      accountants.

 24.1                 Powers of Attorney (included on the signature page of this
                      Registration Statement).

___________________
*Filed herewith.

                                     II-5
<PAGE>
 
ITEM 9.  UNDERTAKINGS.

(a)  The Company 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 hereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement (notwithstanding the foregoing, any
          increase or decrease in the volume of the securities offered (if the
          total dollar value of the securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in this Registration
          Statement);

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Company pursuant to Section 13 or
     Section 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 this

                                     II-6
<PAGE>
 
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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                     II-7
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Dallas, State of Texas, on January 17, 1997.

                                    EXCEL COMMUNICATIONS, INC.


                                    By:  /s/   KENNY A. TROUTT
                                       -----------------------------------------
                                         Kenny A. Troutt
                                         President and Chief Executive Officer

     The undersigned directors and executive officers of EXCEL Communications,
Inc. each hereby constitutes and appoints Kenny A. Troutt  and John J. McLaine,
and each of them, with full power to act without the other and with full power
of substitution, the undersigned's true and lawful attorneys-in-fact with full
power to execute in the undersigned's name and behalf in the capacities
indicated below any and all amendments (including post-effective amendments and
amendments thereto) to this Registration Statement and any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) of the Securities Act, and to file the same, with all exhibits
thereto and other documents in connection with the Commission, and hereby
ratifies and confirms all that such attorneys-in-fact, or either of them, or
their substitutes, shall lawfully do or cause to be done by virtue hereof.

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

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

/s/  KENNY A. TROUTT         President, Chief Executive         January 17, 1997
--------------------------   Officer, Chairman of the Board,
     Kenny A. Troutt         and Director (Principal Executive
                             Officer)
 
/s/  JOHN J. McLAINE         Executive Vice President, Chief    January 17, 1997
--------------------------   Financial Officer, Secretary, and
     John J. McLaine         Director (Principal Financial
                                        Officer)
 
/s/  CRAIG E. HOLMES         Vice President and Chief           January 17, 1997
--------------------------   Accounting Officer (Principal
     Craig E. Holmes         Accounting Officer)
 
/s/  STEPHEN R. SMITH        Executive Vice President of        January 17, 1997
--------------------------   Marketing and Director
     Stephen R. Smith

/s/  RONALD A. McDOUGALL     Director                           January 17, 1997
--------------------------
     Ronald A. McDougall
 
                                     II-8
<PAGE>
 
                                 EXHIBIT INDEX
 
 
   EXHIBIT                                     
   NUMBER                           DOCUMENT DESCRIPTION
   -------                          --------------------

    4.1   Certificate of Incorporation of the Company, as amended (incorporated
          by reference to Exhibit 3.1 to the Company's Registration Statement on
          Form S-1, as amended (Commission No. 333-1076)).

    4.2   Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
          Company's Registration Statement on Form S-1, as amended (Commission
          File No. 333-1076)).

    4.3   Specimen Certificate for Common Stock of the Company (incorporated by
          reference to Exhibit 4.1 to the Company's Registration Statement on
          Form S-1, as amended (Commission File No. 333-1076)).

    4.4*  EXCEL Communications, Inc. 1995 Stock Option Plan, as amended by
          Amendments Nos. 1 and 2.

    4.5*  EXCEL Communications, Inc. 1997 Director Stock Option Plan.

    4.6*  Director Stock Option Agreement between EXCEL Communications, Inc. and
          Ronald A. McDougall dated August 26, 1996.

    5.1*  Opinion of Munsch Hardt Kopf Harr & Dinan, P.C.

   23.1   Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in the
          opinion filed as Exhibit 5.1 to this Registration Statement).

   23.2*  Consent of Arthur Andersen LLP, independent public accountants.

   24.1   Powers of Attorney (included on the signature page of this
          Registration Statement).

___________________
*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31269}]
{"company-data": {"conformed-name": "EXCEL COMMUNICATIONS INC", "cik": "0001007323", "assigned-sic": "4813", "irs-number": "752624939", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20061", "film-number": "97507971"}, "business-address": {"street1": "8750 N CENTRAL EXPRESSWAY", "street2": "SUITE 1900", "city": "DALLAS", "state": "TX", "zip": "75231", "phone": "2148638000"}, "mail-address": {"street1": "8750 N CENTRAL EXPRESSWAY", "street2": "STE 1900", "city": "DALLAS", "state": "TX", "zip": "75231"}}
As filed with the Securities and Exchange Commission on January 21, 1997
                                                   Registration No. 333-

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                          EXCEL COMMUNICATIONS, INC.
            (Exact name of Registrant as specified in its charter)

          DELAWARE                                 75-2624939
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

                   8750 NORTH CENTRAL EXPRESSWAY, SUITE 2000
                              DALLAS, TEXAS 75231
         (Address, including zip code, of principal executive offices)

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

               EXCEL COMMUNICATIONS, INC. 1995 STOCK OPTION PLAN
          EXCEL COMMUNICATIONS, INC. 1997 DIRECTOR STOCK OPTION PLAN
   EXCEL COMMUNICATIONS, INC. DIRECTOR STOCK OPTION AGREEMENT WITH RONALD A.
                                   MCDOUGALL
                    (Full title of the plans or agreements)

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

                         J. CHRISTOPHER DANCE, ESQUIRE
                          EXCEL COMMUNICATIONS, INC.
                   8750 NORTH CENTRAL EXPRESSWAY, SUITE 2000
                              DALLAS, TEXAS 75231
                    (Name and address of agent for service)

                                (214) 863-8000
         (Telephone number, including area code, of agent for service)

                           ------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
  Title of securities to be    Amount to be     Proposed maximum offering        Proposed maximum aggregate       Amount of
          registered           registered(1)         price per share                 offering price(2)          registration
                                                                                                                    fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value        9,330,000                   (3)                         $106,433,736               $32,253
$.001 per share............      shares
===============================================================================================================================
(1)  Consists of 8,910,000 shares of Common Stock issuable pursuant to the EXCEL
     Communications, Inc. 1995 Stock Option Plan, 400,000 shares of Common Stock
     issuable pursuant to the EXCEL Communications, Inc. 1997 Director Stock
     Option Plan, and 20,000 shares of Common Stock issuable pursuant to a
     Director Stock Option Agreement between EXCEL Communications, Inc. and
     Ronald A. McDougall.

(2)  Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing
     the registration fee.  The calculation of the proposed maximum aggregate
     offering price is based upon the aggregate exercise price for shares of
     Common Stock issuable upon the exercise of options already granted and is
     based upon the average of the high and low sales prices per share of the
     Common Stock reported on The New York Stock Exchange on January 15, 1997
     for all other shares being registered.

(3)  Because there are options still available for grant under the 1995 Stock
     Option Plan and the 1997 Director Stock Option Plan and the exercise prices
     thereof may be based on the fair market value of the Common Stock on the
     date of grant, it is not possible as of the date hereof to determine the
     maximum offering price per share of the shares of Common Stock to be
     offered under the 1995 Stock Option Plan and the 1997 Director Stock Option
     Plan.  The maximum offering price per share of the shares of Common Stock
     offered to Ronald A. McDougall under his Director Stock Option Agreement
     with EXCEL Communications, Inc. is $21.25.

================================================================================
PART I
                                     
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note:  The document(s) containing the information concerning the EXCEL
Communications, Inc. 1995 Stock Option Plan, as amended (the "1995 Stock Option
Plan"), the EXCEL Communications, Inc. 1997 Director Stock Option Plan (the
"1997 Director Stock Option Plan"), and the Director Stock Option Agreement
between EXCEL Communications, Inc. and Ronald A. McDougall (the "McDougall
Option Agreement") required by Item 1 of Form S-8 and the statement of
availability of registrant information and information relating to the 1995
Stock Option Plan, the 1997 Director Stock Option Plan and the McDougall Option
Agreement and other information required by Item 2 of Form S-8 will be sent or
given to the employees and eligible directors of the registrant and Mr.
McDougall, as the case may be, as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. The registrant will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant will furnish to the Commission or its staff a copy or copies of any
or all of the documents included in such file.

                                      I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which EXCEL Communications, Inc. (the "Company")
has filed with the Commission pursuant to the Securities Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:

     (i)  The Prospectus dated May 9, 1996 as filed on May 10, 1996 with the
          Commission pursuant to Rule 424(b) under the Securities Act in
          connection with the  Company's Registration Statement on  Form S-1, as
          amended (Registration No. 333-1076), which contains audited financial
          statements for the Company's fiscal year ended December 31, 1995,
          which is the Company's latest fiscal year for which audited financial
          statements have been filed with the Commission;

     (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1996 filed with the Commission on August 6, 1996;

     (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1996 filed with the Commission on November 14, 1996;

     (iv) The Company's Current Reports on Form 8-K filed with the Commission on
          June 6, 1996, July 2, 1996, and August 31, 1996; and

     (v)  The description of the Common Stock of the Company contained in the
          Company's Registration Statement on Form 8-A (Commission File No. 1-
          14322), as filed with the Commission pursuant to the Exchange Act on
          April 12, 1996, as may be amended, modified or superseded by any
          report or amendment filed with the Commission for the purpose of
          updating such description.

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

     Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any 

                                      II-1
subsequently filed amendment to this Registration Statement, or in any document
that also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company), by reason of the fact
that such person is or was a director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company 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 Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Section 145 of the DGCL requires that to the extent a director, officer,
employee, or agent of the Company has been successful, on the merits or
otherwise, in the defense of any action, suit, or proceeding or in defense of
any action, suit, or proceeding described in Section 145, or in defense of any
claim, issue, or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.  Section 145 of the DGCL further provides that expenses
(including attorneys' fees) incurred by an officer or director in defending any
civil, criminal, administrative, or investigative action, suit, or proceeding
may be paid by the Company in advance of the final disposition of such action,
suit, or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Company as authorized in
Section 145.  Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.  In addition, Section 145 provides
that indemnification and advancement of expenses provided by, or granted
pursuant to, its provisions shall not be deemed exclusive of any rights to which
a person seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders, or disinterested directors or
otherwise, both as to action in his official capacity and as 

                                      II-2
to action in another capacity while holding such office. Section 145 also allows
the Company to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee, or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Company would
have the power to indemnify him against such liability under Section 145.

     Article TENTH of the Company's Certificate of Incorporation, a copy of
which is filed as Exhibit 4.1 to this Registration Statement, provides the
following:

     "The Corporation shall indemnify any person who was, is, or is threatened
     to be made a party to a proceeding (as hereinafter defined) by reason of
     the fact that he or she (i) is or was a director or officer of the
     Corporation or (ii) while a director or officer of the Corporation, is or
     was serving at the request of the Corporation as a director, officer,
     partner, venturer, proprietor, trustee, employee, agent, or similar
     functionary of another foreign or domestic corporation, partnership, joint
     venture, sole proprietorship, trust, employee benefit plan, or other
     enterprise, to the fullest extent permitted under the Delaware General
     Corporation Law, as the same exists or may hereafter be amended.  Such
     right shall be a contract right and as such shall run to the benefit of any
     director or officer who is elected and accepts the position of director or
     officer of the Corporation or elects to continue to serve as a director or
     officer of the Corporation while this Article Tenth is in effect.  Any
     repeal or amendment of this Article Tenth shall be prospective only and
     shall not limit the rights of any such director or officer or the
     obligations of the Corporation with respect to any claim arising from or
     related to the services of any such director or officer in any of the
     foregoing capacities prior to any such repeal or amendment to this Article
     Tenth.  Such right shall include the right to be paid by the Corporation
     expenses incurred in defending any such proceeding in advance of its final
     disposition to the maximum extent permitted under the Delaware General
     Corporation Law, as the same exists or may hereafter be amended.  If a
     claim for indemnification or advancement of expenses hereunder is not paid
     in full by the Corporation within sixty (60) days after a written claim has
     been received by the Corporation, the claimant may at any time thereafter
     bring suit against the Corporation to recover the unpaid amount of the
     claim, and if successful in whole or in part, the claimant shall also be
     entitled to be paid the expenses of prosecuting such claim.  It shall be a
     defense to any such action that such indemnification or advancement of
     costs of defense are not permitted under the Delaware General Corporation
     Law, but the burden of proving such defense shall be on the Corporation.
     Neither the failure of the Corporation (including its board of directors or
     any committee thereof, independent legal counsel, or stockholders) to have
     made its determination prior to the commencement of such action that
     indemnification of, or advancement of costs of defense to, the claimant is
     permissible in the circumstances nor an actual determination by the
     Corporation (including its board of directors or any committee thereof,
     independent legal counsel, or stockholders) that such indemnification or
     advancement is not permissible shall be a defense to the action or create a
     presumption that such indemnification or advancement 

                                      II-3
is not permissible. In the event of the death of any person having a right
     of indemnification under the foregoing provisions, such right shall inure
     to the benefit of his or her heirs, executors, administrators, and personal
     representatives. The rights conferred above shall not be exclusive of any
     other right which any person may have or hereafter acquire under any
     statute, by-law, resolution of stockholders or directors, agreement, or
     otherwise.

     The Corporation may additionally indemnify any employee or agent of the
     Corporation to the fullest extent permitted by law.

     As used herein, the term "proceeding" means any threatened, pending, or
     completed action, suit, or proceeding, whether civil, criminal,
     administrative, arbitrative, or investigative, any appeal in such an
     action, suit, or proceeding, and any inquiry or investigation that could
     lead to such an action, suit, or proceeding."

     Article ELEVENTH of the Company's Certificate of Incorporation provides the
     following:

     "A director of the Corporation shall not be personally liable to the
     Corporation or its stockholders for monetary damages for 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 acts or omissions not in good faith or which involve intentional
     misconduct or knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit.  Any repeal or amendment
     of this Article Eleventh by the stockholders of the Corporation shall be
     prospective only, and shall not adversely affect any limitation on the
     personal liability of a director of the Corporation arising from an act or
     omission occurring prior to the time of such repeal or amendment.  In
     addition to the circumstances in which a director of the Corporation is not
     personally liable as set forth in the foregoing provisions of this Article
     Eleventh, a director shall not be liable to the Corporation or its
     stockholders to such further extent as permitted by any law hereafter
     enacted, including without limitation any subsequent amendment to the
     Delaware General Corporation Law."

     The Underwriting Agreement entered into by the Company in connection with
the initial public offering of its Common Stock, a copy of which is filed as
Exhibit 1.1 to the Company's Registration Statement on Form S-1, as amended
(Registration No. 333-1076), provides for indemnification by the underwriters of
such initial public offering of the Company and its officers and directors and
such selling stockholders.  Such agreement also provides for indemnification by
the Company and such selling stockholders of such underwriters for certain
liabilities arising under the Securities Act or otherwise.

     The Company currently has in effect a directors and officers liability
insurance policy.

     As a result of these provisions, the Company and its stockholders may be
unable to obtain monetary damages from a director for breach of the duty of
care.  Although stockholders may 

                                      II-4
continue to seek injunctive or other equitable relief for an alleged breach of
fiduciary duty by a director, stockholders may not have any effective remedy
against the challenged conduct if equitable remedies are unavailable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT               
NUMBER                                          DOCUMENT DESCRIPTION  
-------                                         --------------------

  4.1                 Certificate of Incorporation of the Company, as amended
                      (incorporated by reference to Exhibit 3.1 to the Company's
                      Registration Statement on Form S-1, as amended (Commission
                      No. 333-1076)).

  4.2                 Bylaws of the Company (incorporated by reference to
                      Exhibit 3.2 to the Company's Registration Statement on
                      Form S-1, as amended (Commission File No. 333-1076)).
  4.3                
                      Specimen Certificate for Common Stock of the Company
                      (incorporated by reference to Exhibit 4.1 to the Company's
                      Registration Statement on Form S-1, as amended (Commission
                      File No. 333-1076)).

  4.4*                EXCEL Communications, Inc. 1995 Stock Option Plan, as
                      amended by Amendments Nos. 1 and 2.

  4.5*                EXCEL Communications, Inc. 1997 Director Stock Option
                      Plan.

  4.6*                Director Stock Option Agreement between EXCEL
                      Communications, Inc. and Ronald A. McDougall dated August
                      26, 1996.
                      
  5.1*                Opinion of Munsch Hardt Kopf Harr & Dinan, P.C.

 23.1                 Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included
                      in the opinion filed as Exhibit 5.1 to this Registration
                      Statement).

 23.2*                Consent of Arthur Andersen LLP, independent public
                      accountants.

 24.1                 Powers of Attorney (included on the signature page of this
                      Registration Statement).

___________________
*Filed herewith.

                                     II-5
ITEM 9.  UNDERTAKINGS.

(a)  The Company 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 hereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement (notwithstanding the foregoing, any
          increase or decrease in the volume of the securities offered (if the
          total dollar value of the securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in this Registration
          Statement);

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Company pursuant to Section 13 or
     Section 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 this

                                     II-6
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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                     II-7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Dallas, State of Texas, on January 17, 1997.

                                    EXCEL COMMUNICATIONS, INC.

                                    By:  /s/   KENNY A. TROUTT
                                       -----------------------------------------
                                         Kenny A. Troutt
                                         President and Chief Executive Officer

     The undersigned directors and executive officers of EXCEL Communications,
Inc. each hereby constitutes and appoints Kenny A. Troutt  and John J. McLaine,
and each of them, with full power to act without the other and with full power
of substitution, the undersigned's true and lawful attorneys-in-fact with full
power to execute in the undersigned's name and behalf in the capacities
indicated below any and all amendments (including post-effective amendments and
amendments thereto) to this Registration Statement and any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) of the Securities Act, and to file the same, with all exhibits
thereto and other documents in connection with the Commission, and hereby
ratifies and confirms all that such attorneys-in-fact, or either of them, or
their substitutes, shall lawfully do or cause to be done by virtue hereof.

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

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

/s/  KENNY A. TROUTT         President, Chief Executive         January 17, 1997
--------------------------   Officer, Chairman of the Board,
     Kenny A. Troutt         and Director (Principal Executive
                             Officer)
 
/s/  JOHN J. McLAINE         Executive Vice President, Chief    January 17, 1997
--------------------------   Financial Officer, Secretary, and
     John J. McLaine         Director (Principal Financial
                                        Officer)
 
/s/  CRAIG E. HOLMES         Vice President and Chief           January 17, 1997
--------------------------   Accounting Officer (Principal
     Craig E. Holmes         Accounting Officer)
 
/s/  STEPHEN R. SMITH        Executive Vice President of        January 17, 1997
--------------------------   Marketing and Director
     Stephen R. Smith

/s/  RONALD A. McDOUGALL     Director                           January 17, 1997
--------------------------
     Ronald A. McDougall
 
                                     II-8
EXHIBIT INDEX
 
 
   EXHIBIT                                     
   NUMBER                           DOCUMENT DESCRIPTION
   -------                          --------------------

    4.1   Certificate of Incorporation of the Company, as amended (incorporated
          by reference to Exhibit 3.1 to the Company's Registration Statement on
          Form S-1, as amended (Commission No. 333-1076)).

    4.2   Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
          Company's Registration Statement on Form S-1, as amended (Commission
          File No. 333-1076)).

    4.3   Specimen Certificate for Common Stock of the Company (incorporated by
          reference to Exhibit 4.1 to the Company's Registration Statement on
          Form S-1, as amended (Commission File No. 333-1076)).

    4.4*  EXCEL Communications, Inc. 1995 Stock Option Plan, as amended by
          Amendments Nos. 1 and 2.

    4.5*  EXCEL Communications, Inc. 1997 Director Stock Option Plan.

    4.6*  Director Stock Option Agreement between EXCEL Communications, Inc. and
          Ronald A. McDougall dated August 26, 1996.

    5.1*  Opinion of Munsch Hardt Kopf Harr & Dinan, P.C.

   23.1   Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in the
          opinion filed as Exhibit 5.1 to this Registration Statement).

   23.2*  Consent of Arthur Andersen LLP, independent public accountants.

   24.1   Powers of Attorney (included on the signature page of this
          Registration Statement).

___________________
*Filed herewith.