<PAGE>

    As filed with the Securities and Exchange Commission on December 7, 1999
                                                 Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

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

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

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

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

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

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

                                    COPY TO:

                             Jay R. Schifferli, Esq.
                            Kelley Drye & Warren LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                             Stamford, CT 06901-3229

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

                         CALCULATION OF REGISTRATION FEE

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

Common stock,     500,000 shares   $42.84375    $21,421,875.00    $5,655.38
par value $.01
per share
================================================================================

(1)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
      amended. The price per share is estimated based on the average of the high
      and low trading prices for Viatel's common stock on November 30, 1999, as
      reported by the Nasdaq National Market.

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


<PAGE>

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (a) Annual  Report on Form 10-K for the fiscal  year  ended  December  31,
1998, as filed with the Commission on March 31, 1999;

      (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, as
filed with the Commission on May 14, 1999, Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, as filed with the Commission on August 16, 1999 and
as amended on August 18, 1999 and Quarterly  Report on Form 10-Q for the quarter
ended September 30, 1999, as filed with the Commission on November 15, 1999;

      (c) Current Reports on Form 8-K, as filed with the Commission on March 12,
1999, March 18, 1999, August 31, 1999 and November 4, 1999;

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

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

ITEM 4.       DESCRIPTION OF SECURITIES.

      Not Applicable.


ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.


ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the General  Corporations Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  "proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the

                                       2

<PAGE>

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

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

      Section 145 of the DGCL  permits a  corporation  to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other employee  against any liability  asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors' liability insurance of $15 million for members
of its Board of Directors and executive  officers.  In addition,  the Registrant
has entered into  agreements  to indemnify  its  directors and officers from and
against any Expenses (as defined in the  indemnity  agreement)  incurred by such
person in connection  with  investigating,  defending,  serving as a witness in,
participating  in (including on appeal) or preparing for any of the foregoing in
any threatened, pending or contemplated action, suit or proceeding (including an
action  by or in the  right  of the  Registrant),  or any  inquiry,  hearing  or
investigation,  to the  fullest  extent  permitted  by law,  as such  law may be
amended  or  interpreted  (but  only  to  the  extent  that  such  amendment  or
interpretation  provides  for broader  indemnification  rights).  The  indemnity
agreement contains certain provisions to ensure that the indemnitee receives the
benefits contemplated by the agreement in the event of a "change in control" (as
defined in the indemnity  agreement) such as the  establishment and funding of a
trust  in an  amount  sufficient  to  satisfy  any and all  expenses  reasonably


                                       3


<PAGE>

anticipated to be incurred by the indemnitee in connection  with  investigating,
preparing for, participating in and/or defending a proceeding.

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


ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.       EXHIBITS.

EXHIBIT NO.                         DESCRIPTION
----------- --------------------------------------------------------------------
  4.1       Amended   and   Restated   Certificate  of   Incorporation   of  the
            Registrant (incorporated herein by reference to Exhibit 3.1(i)(b) to
            the Registrant's  Registration  Statement on Form S-1,  Registration
            No.   333-09699,   filed  on  August  7,   1996);   Certificate   of
            Designations,  Preferences  and  Rights of 10%  Series A  Redeemable
            Convertible  Preferred Stock, $.01 par value (incorporated herein by
            reference  to  Exhibit  3(i)(b)  to  the  Registrant's  Registration
            Statement  on Form S-4,  filed on July 10,  1998,  Registration  No.
            333-58921  ("1998  Form  S-4"));  Certificate  of  Amendment  to the
            Registrant's  Amended  and  Restated  Certificate  of  Incorporation
            (incorporated herein by reference to Exhibit 4.9 to the Registrant's
            quarterly  report on Form 10-Q for the quarter  ended  September 30,
            1998, File No.  000-21261);  and Second  Certificate of Amendment to
            the Registrant's  Amended and Restated  Certificate of Incorporation
            (incorporated   herein  by  reference  to  Exhibit   3.1(i)  of  the
            Registrant's  Registration  Statement on Form S-4,  filed on October
            15, 1999, Registration No. 333-89143 (the "October 1999 Form S-4")).

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

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

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

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

  4.6       Indenture, dated as of April 8, 1998, among the Registrant, The Bank
            of New York, as Trustee, and Deutsche Bank,  Aktiengesellschaft,  as
            German Paying Agent and  Co-Registrar,  relating to the Registrant's
            11.15% Senior Notes Due 2008  (including form of 11.15% Senior Note)

                                       4

<PAGE>

            (incorporated herein by reference to Exhibit 4.4 to the Registrant's
            1998 Form S-4).

  4.7       Indenture,  dated as of March 19, 1999,  between the  Registrant and
            The Bank of New York, as Trustee,  relating to the Registrant's U.S.
            dollar  denominated  11.50% Senior Notes Due 2009 (including form of
            11.50% Senior Note) (incorporated herein by reference to Exhibit 4.9
            to Amendment  No. 2 to the  Registrant's  Registration  Statement on
            Form S-3, filed on April 5, 1999, File No. 333-72309 (the "Amendment
            No. 2 to Form S-3")).

  4.8       Indenture,  dated as of March 19, 1999,  between the  Registrant and
            The Bank of New York, as Trustee,  relating to the Registrant's Euro
            denominated  11.50% Senior Notes Due 2009  (including form of 11.50%
            Senior  Note)  (incorporated  herein by reference to Exhibit 4.10 to
            the Registrant's Amendment No. 2 to Form S-3).

 *4.9       Viatel, Inc. Employee Stock Purchase Plan.

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

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

 *23.2      Consent of KPMG LLP.

 *24        Powers of Attorney (See Signature Page).

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


ITEM 9.  UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

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

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

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

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

                                       5

<PAGE>


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

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

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

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


                                       6

<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on this 6th day of
December, 1999.

                                                VIATEL, INC.

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


                                POWER OF ATTORNEY

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

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

SIGNATURE                             TITLE                     DATE
---------                             -----                     ----

       /S/ MICHAEL J. MAHONEY         Chairman of the Board,    December 6, 1999
-----------------------------------   President and Chief
         Michael J. Mahoney           Executive Officer

          /S/ ALLAN L. SHAW           Senior Vice President,    December 6, 1999
-----------------------------------   Finance and Chief
            Allan L. Shaw             Financial Officer

       /S/ FRANCIS J. MOUNT           Director                  December 6, 1999
-----------------------------------
          Francis J. Mount

       /S/ PAUL G. PIZZANI            Director                  December 6, 1999
-----------------------------------
           Paul G. Pizzani

       /S/ JOHN G. GRAHAM             Director                  December 6, 1999
-----------------------------------
           John G. Graham


                                       7

<PAGE>

                                  EXHIBIT INDEX


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

  4.1       Amended and Restated  Certificate of Incorporation of the Registrant
            (incorporated  herein  by  reference  to  Exhibit  3.1(i)(b)  to the
            Registrant's  Registration  Statement on Form S-1,  Registration No.
            333-09699,  filed on August 7, 1996);  Certificate of  Designations,
            Preferences  and  Rights  of 10%  Series  A  Redeemable  Convertible
            Preferred Stock, $.01 par value (incorporated herein by reference to
            Exhibit 3(i)(b) to the Registrant's  Registration  Statement on Form
            S-4, filed on July 10, 1998,  Registration No. 333-58921 ("1998 Form
            S-4"));  Certificate  of Amendment to the  Registrant's  Amended and
            Restated  Certificate  of  Incorporation   (incorporated  herein  by
            reference  to Exhibit 4.9 to the  Registrant's  quarterly  report on
            Form  10-Q  for the  quarter  ended  September  30,  1998,  File No.
            000-21261);  and Second Certificate of Amendment to the Registrant's
            Amended and  Restated  Certificate  of  Incorporation  (incorporated
            herein  by   reference  to  Exhibit   3.1(i)  of  the   Registrant's
            Registration  Statement  on Form S-4,  filed on  October  15,  1999,
            Registration No. 333-89143 (the "October 1999 Form S-4")).

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

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

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

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

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

  4.7       Indenture,  dated as of March 19, 1999,  between the  Registrant and
            The Bank of New York, as Trustee,  relating to the Registrant's U.S.
            dollar  denominated  11.50% Senior Notes Due 2009 (including form of
            11.50% Senior Note) (incorporated herein by reference to Exhibit 4.9
            to Amendment  No. 2 to the  Registrant's  Registration  Statement on
            Form S-3, filed on April 5, 1999, File No. 333-72309 (the "Amendment
            No. 2 to Form S-3")).

                                       8

<PAGE>

  4.8       Indenture,  dated as of March 19, 1999,  between the  Registrant and
            The Bank of New York, as Trustee,  relating to the Registrant's Euro
            denominated  11.50% Senior Notes Due 2009  (including form of 11.50%
            Senior  Note)  (incorporated  herein by reference to Exhibit 4.10 to
            the Registrant's Amendment No. 2 to Form S-3).

 *4.9       Viatel, Inc. Employee Stock Purchase Plan.

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

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

 *23.2      Consent of KPMG LLP.

 *24        Powers of Attorney (See Signature Page).

-----------------------
 *Filed herewith
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{"company-data": {"conformed-name": "VIATEL INC", "cik": "0000945771", "assigned-sic": "4813", "irs-number": "133787366", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92235", "film-number": "99770099"}, "business-address": {"street1": "685 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2123509200"}, "mail-address": {"street1": "685 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
As filed with the Securities and Exchange Commission on December 7, 1999
                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

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

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

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

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

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

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

                                    COPY TO:

                             Jay R. Schifferli, Esq.
                            Kelley Drye & Warren LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                             Stamford, CT 06901-3229

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

                         CALCULATION OF REGISTRATION FEE

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

Common stock,     500,000 shares   $42.84375    $21,421,875.00    $5,655.38
par value $.01
per share
================================================================================

(1)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
      amended. The price per share is estimated based on the average of the high
      and low trading prices for Viatel's common stock on November 30, 1999, as
      reported by the Nasdaq National Market.

================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

      (a) Annual  Report on Form 10-K for the fiscal  year  ended  December  31,
1998, as filed with the Commission on March 31, 1999;

      (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, as
filed with the Commission on May 14, 1999, Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, as filed with the Commission on August 16, 1999 and
as amended on August 18, 1999 and Quarterly  Report on Form 10-Q for the quarter
ended September 30, 1999, as filed with the Commission on November 15, 1999;

      (c) Current Reports on Form 8-K, as filed with the Commission on March 12,
1999, March 18, 1999, August 31, 1999 and November 4, 1999;

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

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

ITEM 4.       DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the General  Corporations Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  "proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the

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

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

      Section 145 of the DGCL  permits a  corporation  to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other employee  against any liability  asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors' liability insurance of $15 million for members
of its Board of Directors and executive  officers.  In addition,  the Registrant
has entered into  agreements  to indemnify  its  directors and officers from and
against any Expenses (as defined in the  indemnity  agreement)  incurred by such
person in connection  with  investigating,  defending,  serving as a witness in,
participating  in (including on appeal) or preparing for any of the foregoing in
any threatened, pending or contemplated action, suit or proceeding (including an
action  by or in the  right  of the  Registrant),  or any  inquiry,  hearing  or
investigation,  to the  fullest  extent  permitted  by law,  as such  law may be
amended  or  interpreted  (but  only  to  the  extent  that  such  amendment  or
interpretation  provides  for broader  indemnification  rights).  The  indemnity
agreement contains certain provisions to ensure that the indemnitee receives the
benefits contemplated by the agreement in the event of a "change in control" (as
defined in the indemnity  agreement) such as the  establishment and funding of a
trust  in an  amount  sufficient  to  satisfy  any and all  expenses  reasonably

                                       3
anticipated to be incurred by the indemnitee in connection  with  investigating,
preparing for, participating in and/or defending a proceeding.

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

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.       EXHIBITS.

EXHIBIT NO.                         DESCRIPTION
----------- --------------------------------------------------------------------
  4.1       Amended   and   Restated   Certificate  of   Incorporation   of  the
            Registrant (incorporated herein by reference to Exhibit 3.1(i)(b) to
            the Registrant's  Registration  Statement on Form S-1,  Registration
            No.   333-09699,   filed  on  August  7,   1996);   Certificate   of
            Designations,  Preferences  and  Rights of 10%  Series A  Redeemable
            Convertible  Preferred Stock, $.01 par value (incorporated herein by
            reference  to  Exhibit  3(i)(b)  to  the  Registrant's  Registration
            Statement  on Form S-4,  filed on July 10,  1998,  Registration  No.
            333-58921  ("1998  Form  S-4"));  Certificate  of  Amendment  to the
            Registrant's  Amended  and  Restated  Certificate  of  Incorporation
            (incorporated herein by reference to Exhibit 4.9 to the Registrant's
            quarterly  report on Form 10-Q for the quarter  ended  September 30,
            1998, File No.  000-21261);  and Second  Certificate of Amendment to
            the Registrant's  Amended and Restated  Certificate of Incorporation
            (incorporated   herein  by  reference  to  Exhibit   3.1(i)  of  the
            Registrant's  Registration  Statement on Form S-4,  filed on October
            15, 1999, Registration No. 333-89143 (the "October 1999 Form S-4")).

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

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

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

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

  4.6       Indenture, dated as of April 8, 1998, among the Registrant, The Bank
            of New York, as Trustee, and Deutsche Bank,  Aktiengesellschaft,  as
            German Paying Agent and  Co-Registrar,  relating to the Registrant's
            11.15% Senior Notes Due 2008  (including form of 11.15% Senior Note)

                                       4
(incorporated herein by reference to Exhibit 4.4 to the Registrant's
            1998 Form S-4).

  4.7       Indenture,  dated as of March 19, 1999,  between the  Registrant and
            The Bank of New York, as Trustee,  relating to the Registrant's U.S.
            dollar  denominated  11.50% Senior Notes Due 2009 (including form of
            11.50% Senior Note) (incorporated herein by reference to Exhibit 4.9
            to Amendment  No. 2 to the  Registrant's  Registration  Statement on
            Form S-3, filed on April 5, 1999, File No. 333-72309 (the "Amendment
            No. 2 to Form S-3")).

  4.8       Indenture,  dated as of March 19, 1999,  between the  Registrant and
            The Bank of New York, as Trustee,  relating to the Registrant's Euro
            denominated  11.50% Senior Notes Due 2009  (including form of 11.50%
            Senior  Note)  (incorporated  herein by reference to Exhibit 4.10 to
            the Registrant's Amendment No. 2 to Form S-3).

 *4.9       Viatel, Inc. Employee Stock Purchase Plan.

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

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

 *23.2      Consent of KPMG LLP.

 *24        Powers of Attorney (See Signature Page).

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

ITEM 9.  UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

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

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

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

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

                                       5
PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, that are  incorporated  by reference in this  Registration
Statement.

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

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

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

                                       6
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on this 6th day of
December, 1999.

                                                VIATEL, INC.

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

                                POWER OF ATTORNEY

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

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

SIGNATURE                             TITLE                     DATE
---------                             -----                     ----

       /S/ MICHAEL J. MAHONEY         Chairman of the Board,    December 6, 1999
-----------------------------------   President and Chief
         Michael J. Mahoney           Executive Officer

          /S/ ALLAN L. SHAW           Senior Vice President,    December 6, 1999
-----------------------------------   Finance and Chief
            Allan L. Shaw             Financial Officer

       /S/ FRANCIS J. MOUNT           Director                  December 6, 1999
-----------------------------------
          Francis J. Mount

       /S/ PAUL G. PIZZANI            Director                  December 6, 1999
-----------------------------------
           Paul G. Pizzani

       /S/ JOHN G. GRAHAM             Director                  December 6, 1999
-----------------------------------
           John G. Graham

                                       7
EXHIBIT INDEX

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

  4.1       Amended and Restated  Certificate of Incorporation of the Registrant
            (incorporated  herein  by  reference  to  Exhibit  3.1(i)(b)  to the
            Registrant's  Registration  Statement on Form S-1,  Registration No.
            333-09699,  filed on August 7, 1996);  Certificate of  Designations,
            Preferences  and  Rights  of 10%  Series  A  Redeemable  Convertible
            Preferred Stock, $.01 par value (incorporated herein by reference to
            Exhibit 3(i)(b) to the Registrant's  Registration  Statement on Form
            S-4, filed on July 10, 1998,  Registration No. 333-58921 ("1998 Form
            S-4"));  Certificate  of Amendment to the  Registrant's  Amended and
            Restated  Certificate  of  Incorporation   (incorporated  herein  by
            reference  to Exhibit 4.9 to the  Registrant's  quarterly  report on
            Form  10-Q  for the  quarter  ended  September  30,  1998,  File No.
            000-21261);  and Second Certificate of Amendment to the Registrant's
            Amended and  Restated  Certificate  of  Incorporation  (incorporated
            herein  by   reference  to  Exhibit   3.1(i)  of  the   Registrant's
            Registration  Statement  on Form S-4,  filed on  October  15,  1999,
            Registration No. 333-89143 (the "October 1999 Form S-4")).

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

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

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

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

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

  4.7       Indenture,  dated as of March 19, 1999,  between the  Registrant and
            The Bank of New York, as Trustee,  relating to the Registrant's U.S.
            dollar  denominated  11.50% Senior Notes Due 2009 (including form of
            11.50% Senior Note) (incorporated herein by reference to Exhibit 4.9
            to Amendment  No. 2 to the  Registrant's  Registration  Statement on
            Form S-3, filed on April 5, 1999, File No. 333-72309 (the "Amendment
            No. 2 to Form S-3")).

                                       8
4.8       Indenture,  dated as of March 19, 1999,  between the  Registrant and
            The Bank of New York, as Trustee,  relating to the Registrant's Euro
            denominated  11.50% Senior Notes Due 2009  (including form of 11.50%
            Senior  Note)  (incorporated  herein by reference to Exhibit 4.10 to
            the Registrant's Amendment No. 2 to Form S-3).

 *4.9       Viatel, Inc. Employee Stock Purchase Plan.

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

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

 *23.2      Consent of KPMG LLP.

 *24        Powers of Attorney (See Signature Page).

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