<PAGE>
 
As filed with the Securities and Exchange Commission on December 27, 1996
                                                        Registration No.333-____

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


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

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

             Nevada                                      850421409
  (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                              12001 Hwy 14 North
                         Cedar Crest, New Mexico 87008
              (Address of Principal Executive Offices) (Zip Code)

                             --------------------
                       Specialty Teleconstructors, Inc.
                  Amended and Restated 1994 Stock Option Plan

                       Specialty Teleconstructors, Inc.
                      Outside Directors Stock Option Plan

                           (Full Title of the Plan)

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

                              Michael R. Budagher
                              12001 Hwy 14 North
                         Cedar Crest, New Mexico 87008
                    (Name and Address of Agent For Service)

                                 505-281-2197
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                            Jeffrey A. Howard, Esq.
                       Jordaan Howard & Pennington, PLLC
                        300 Crescent Court, Suite 1670
                              Dallas, Texas 75201


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

                        Calculation of Registration Fee
 
<TABLE> 
<CAPTION> 
                                               Proposed       Proposed
                                               Maximum        Maximum
                               Amount to       Offering       Aggregate
Title of Securities to be         be           Price Per      Offering        Amount of
      Registered              Registered         Share        Price       Registration Fee
-------------------------    ------------     -----------   -----------   ----------------
<S>                          <C>              <C>           <C>               <C> 
Common Stock,                450,000 shares   $8.90625(1)   $4,007,812.50     $1,214.50
$.01 par value
</TABLE>


  (1)  The price of $8.90625 per share, which is the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System on
December 26, 1996, is set forth solely for purposes of calculating the filing
fee.
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Securities and Exchange Commission") and the instructions to
Form S-8, such documents are not being filed with the Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission and the instructions to Form S-8, such documents are not being filed
with the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Securities
Exchange Act of 1934") are incorporated in this Registration Statement by
reference as of their respective dates:

     (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
     ended June 30, 1996, filed pursuant to the Securities Exchange Act of 1934
     which contains audited financial statements for the fiscal year ended June
     30, 1996.

     (b) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
     quarter ended September 30, 1996, filed pursuant to the Securities Exchange
     Act of 1934.

     (C) The section entitled "Description of Registrant's Securities to be
     Registered" contained in the Registrant's Registration Statement on Form 8-
     A filed pursuant to Section 12(g) of the Securities Exchange Act of 1934 on
     August 5, 1994.

     All documents subsequently filed with the Securities and Exchange
Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Jeffrey A. Howard, Esq., a member of the law firm of Jordaan, Howard &
Pennington, PLLC, legal counsel to the Registrant, holds options to purchase up
to 60,000 shares of Common Stock, of which options to purchase 20,000 such
shares are currently exercisable.

Item 6.  Indemnification of Directors and Officers.

     Section 78.751 of the General Corporation Law of Nevada ("GCL") empowers a
corporation 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, except 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 corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
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.  In the case of any action by or in the right of the
corporation, no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation or for amounts paid in settlement to the corporation unless and only
to the extent that the court in which such action or suit was brought or other
court of competent jurisdiction determines that in view of all the circumstances
of the case such person is fairly and reasonably entitled to indemnity for such
<PAGE>
 
expenses as the court shall deem proper.  Section 78.751 further provides that
to the extent a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

  The Articles of Incorporation, as amended (the "Articles"), and
By-Laws of the Registrant provide, in effect, that to the extent and under the
circumstances permitted by Section 78.751 of the GCL and subject to certain
conditions, the Company shall indemnify any person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding of the type described above by reason of the fact that he or she is
or was a director or officer of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation.
Reference is made to the Registrant's Articles of Incorporation filed as Exhibit
3.1 to this Registration Statement and the Amendment to the Registrant's
Articles of Incorporation filed as Exhibit 3.2 to this Registration Statement
and to the Registrant's By-laws filed as Exhibit 3.2 to the Registrant's
Registration Statement No. 33-79998-D on Form SB-2, as amended.

Item 7.  Exemption From Registration Claimed.

   Not applicable.

Item 8.  Exhibits.

<TABLE> 
<CAPTION> 

Exhibit No.     Description of Exhibit
-----------     ----------------------
<S>            <C> 
3.1            Articles of Incorporation of Specialty Teleconstructors, Inc.

3.2            Amendment to the Articles of Incorporation, of Specialty Teleconstructors, Inc.

4.1            Specialty Teleconstructors, Inc. Amended and Restated 1994 Stock Option Plan
               incorporated by reference to Exhibit 10.4 to the Registrant's definitive Proxy
               Materials filed prepared in connection with the Registrant's 1996 Annual Meeting of
               Stockholders and filed with the Securities and Exchange Commission pursuant
               to Section 14A of the Securities Exchange Axt of 1934

4.2            Specialty Teleconstructors, Inc. Outside Directors Stock Option Plan incorporated
               By reference to the Registrant's Registration Statement No. 33-79998-D

5.1            Opinion of Jordaan, Howard & Pennington, PLLC

23.1           Consent of KPMG Peat Marwick LLP

23.2           Consent of Jordaan, Howard & Pennington, PLLC (included in Exhibit 5.1)

24.1           Power of Attorney (found on Page 6 of this Registration Statement)
</TABLE> 
<PAGE>
 
Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

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

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

               (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Securities and Exchange 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 the effective Registration Statement;

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

               (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.

               (4) If the registrant is a foreign private issuer, to file a 
               post-effective amendment to the Registration Statement to include
               any financial statements required by Rule 3-19 of this chapter at
               the start of any delayed offering or throughout a continuous
               offering. Financial statements and information otherwise required
               by Section 10(a)(3) of the Securities Act of 1933 need not be
               furnished, provided, that the registrant includes in the
               prospectus, by means of a post-effective amendment, financial
               statements required pursuant to this paragraph (a)(4) and other
               information necessary to ensure that all other information in the
               prospectus is at least as current as the date of those financial
               statements. Notwithstanding the foregoing, with respect to
               registration statements on Form F-3, a post-effective amendment
               need not be filed to include financial statements and information
               required by Section 10(a)(3) of the Securities Act of 1933 or
               Rule 3-19 of this chapter if such financial statements and
               information are contained in periodic reports filed with or
               furnished to the Securities and Exchange Commission by the
               Registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the Form F-3.

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

         (c) 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
<PAGE>
 
         public policy as expressed in the Securities Act of 1933 and will be
         governed by the final adjudication of such issue.

                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cedar Crest, State of New Mexico, on the 27th
day of December, 1996.

                             SPECIALTY TELECONSTRUCTORS, INC.

                             By:  /s/ Michael R. Budagher
                                 ---------------------------
                                 Michael R. Budagher
                                 President, Chief Executive Officer,
                                 Treasurer and Chairman of the Board


                       POWER OF ATTORNEY AND SIGNATURES

  EACH PERSON WHOSE SIGNATURE appears below this Registration Statement hereby
constitutes and appoints Michael R. Budagher and Dennis K. Hartnett and each of
them, with full power to act without the other, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead in any and all capacities (until
revoked in writing) to sign all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Specialty Teleconstructors, Inc.
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute, may lawfully do or cause to be done by virtue hereof.

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

<TABLE> 
<CAPTION> 

    Signature                Title(s)                             Date
    ---------                --------                             ----      
<S>                          <C>                              <C> 
/s/ Michael R. Budagher    President, Chief Executive         December 27, 1996
------------------------   Officer, Treasurer and Chairman
    Michael R. Budagher    of the Board
 
/s/ Dennis K. Hartnett     Chief Accounting Officer           December 27, 1996
------------------------
    Dennis K. Hartnett
 
/s/ John D. Emery          Director                           December 27, 1996
------------------------
    John D. Emery
 
/s/ Terry D. Farmer        Director                           December 27, 1996
------------------------
    Terry D. Farmer
 
/s/ Jon D. Word            Director                           December 27, 1996
------------------------
    Jon D. Word
</TABLE>
<PAGE>
 
                                 EXHIBIT INDEX



Exhibit No.      Description
-----------      -----------
3.1           Articles of Incorporation of Specialty Teleconstructors, Inc.

3.2           Amendment to the Articles of Incorporation, of Specialty
              Teleconstructors, Inc.

4.1           Specialty Teleconstructors, Inc. Amended and Restated 1994 Stock
              Option Plan incorporated by reference to Exhibit 10.4 to the
              Registrant's definitive Proxy Materials filed prepared in
              connection with the Registrant's 1996 Annual Meeting of
              Stockholders and filed with the Securities and Exchange Commission
              pursuant to Section 14A of the Securities Exchange Axt of 1934

4.2           Specialty Teleconstructors, Inc. Outside Directors Stock Option
              Plan incorporated By reference to the Registrant's Registration
              Statement No. 33-79998-D

5.1           Opinion of Jordaan, Howard & Pennington, PLLC

23.1          Consent of KPMG Peat Marwick LLP

23.2          Consent of Jordaan, Howard & Pennington, PLLC (included in
              Exhibit 5.1)

24.1          Power of Attorney (found on Page 6 of this Registration Statement)


                                End of Document
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 (450,000 SHARES)", "secsgml_size_bytes": 21061}]
{"company-data": {"conformed-name": "SPECIALTY TELECONSTRUCTORS INC", "cik": "0000925269", "assigned-sic": "1623", "irs-number": "850421409", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18899", "film-number": "96687104"}, "business-address": {"street1": "12001 STATE HWY 14 NORTH", "city": "CEDAR CREST", "state": "NM", "zip": "87008", "phone": "5052812197"}, "mail-address": {"street1": "12001 STATE HWY 14 NORTH", "city": "CEDAR CREST", "state": "NM", "zip": "87008"}}
As filed with the Securities and Exchange Commission on December 27, 1996
                                                        Registration No.333-____

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

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

             Nevada                                      850421409
  (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                              12001 Hwy 14 North
                         Cedar Crest, New Mexico 87008
              (Address of Principal Executive Offices) (Zip Code)

                             --------------------
                       Specialty Teleconstructors, Inc.
                  Amended and Restated 1994 Stock Option Plan

                       Specialty Teleconstructors, Inc.
                      Outside Directors Stock Option Plan

                           (Full Title of the Plan)

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

                              Michael R. Budagher
                              12001 Hwy 14 North
                         Cedar Crest, New Mexico 87008
                    (Name and Address of Agent For Service)

                                 505-281-2197
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                            Jeffrey A. Howard, Esq.
                       Jordaan Howard & Pennington, PLLC
                        300 Crescent Court, Suite 1670
                              Dallas, Texas 75201

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

                        Calculation of Registration Fee
Proposed       Proposed
                                               Maximum        Maximum
                               Amount to       Offering       Aggregate
Title of Securities to be         be           Price Per      Offering        Amount of
      Registered              Registered         Share        Price       Registration Fee
-------------------------    ------------     -----------   -----------   ----------------
Common Stock,                450,000 shares   $8.90625(1)   $4,007,812.50     $1,214.50
$.01 par value
(1)  The price of $8.90625 per share, which is the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System on
December 26, 1996, is set forth solely for purposes of calculating the filing
fee.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Securities and Exchange Commission") and the instructions to
Form S-8, such documents are not being filed with the Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission and the instructions to Form S-8, such documents are not being filed
with the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Securities
Exchange Act of 1934") are incorporated in this Registration Statement by
reference as of their respective dates:

     (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
     ended June 30, 1996, filed pursuant to the Securities Exchange Act of 1934
     which contains audited financial statements for the fiscal year ended June
     30, 1996.

     (b) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
     quarter ended September 30, 1996, filed pursuant to the Securities Exchange
     Act of 1934.

     (C) The section entitled "Description of Registrant's Securities to be
     Registered" contained in the Registrant's Registration Statement on Form 8-
     A filed pursuant to Section 12(g) of the Securities Exchange Act of 1934 on
     August 5, 1994.

     All documents subsequently filed with the Securities and Exchange
Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Jeffrey A. Howard, Esq., a member of the law firm of Jordaan, Howard &
Pennington, PLLC, legal counsel to the Registrant, holds options to purchase up
to 60,000 shares of Common Stock, of which options to purchase 20,000 such
shares are currently exercisable.

Item 6.  Indemnification of Directors and Officers.

     Section 78.751 of the General Corporation Law of Nevada ("GCL") empowers a
corporation 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, except 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 corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
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.  In the case of any action by or in the right of the
corporation, no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation or for amounts paid in settlement to the corporation unless and only
to the extent that the court in which such action or suit was brought or other
court of competent jurisdiction determines that in view of all the circumstances
of the case such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.  Section 78.751 further provides that
to the extent a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

  The Articles of Incorporation, as amended (the "Articles"), and
By-Laws of the Registrant provide, in effect, that to the extent and under the
circumstances permitted by Section 78.751 of the GCL and subject to certain
conditions, the Company shall indemnify any person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding of the type described above by reason of the fact that he or she is
or was a director or officer of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation.
Reference is made to the Registrant's Articles of Incorporation filed as Exhibit
3.1 to this Registration Statement and the Amendment to the Registrant's
Articles of Incorporation filed as Exhibit 3.2 to this Registration Statement
and to the Registrant's By-laws filed as Exhibit 3.2 to the Registrant's
Registration Statement No. 33-79998-D on Form SB-2, as amended.

Item 7.  Exemption From Registration Claimed.

   Not applicable.

Item 8.  Exhibits.
Exhibit No.     Description of Exhibit
-----------     ----------------------
3.1            Articles of Incorporation of Specialty Teleconstructors, Inc.

3.2            Amendment to the Articles of Incorporation, of Specialty Teleconstructors, Inc.

4.1            Specialty Teleconstructors, Inc. Amended and Restated 1994 Stock Option Plan
               incorporated by reference to Exhibit 10.4 to the Registrant's definitive Proxy
               Materials filed prepared in connection with the Registrant's 1996 Annual Meeting of
               Stockholders and filed with the Securities and Exchange Commission pursuant
               to Section 14A of the Securities Exchange Axt of 1934

4.2            Specialty Teleconstructors, Inc. Outside Directors Stock Option Plan incorporated
               By reference to the Registrant's Registration Statement No. 33-79998-D

5.1            Opinion of Jordaan, Howard & Pennington, PLLC

23.1           Consent of KPMG Peat Marwick LLP

23.2           Consent of Jordaan, Howard & Pennington, PLLC (included in Exhibit 5.1)

24.1           Power of Attorney (found on Page 6 of this Registration Statement)
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 the Registration
               Statement:

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

               (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Securities and Exchange 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 the effective Registration Statement;

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

               (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.

               (4) If the registrant is a foreign private issuer, to file a 
               post-effective amendment to the Registration Statement to include
               any financial statements required by Rule 3-19 of this chapter at
               the start of any delayed offering or throughout a continuous
               offering. Financial statements and information otherwise required
               by Section 10(a)(3) of the Securities Act of 1933 need not be
               furnished, provided, that the registrant includes in the
               prospectus, by means of a post-effective amendment, financial
               statements required pursuant to this paragraph (a)(4) and other
               information necessary to ensure that all other information in the
               prospectus is at least as current as the date of those financial
               statements. Notwithstanding the foregoing, with respect to
               registration statements on Form F-3, a post-effective amendment
               need not be filed to include financial statements and information
               required by Section 10(a)(3) of the Securities Act of 1933 or
               Rule 3-19 of this chapter if such financial statements and
               information are contained in periodic reports filed with or
               furnished to the Securities and Exchange Commission by the
               Registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the Form F-3.

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

         (c) 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.

                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cedar Crest, State of New Mexico, on the 27th
day of December, 1996.

                             SPECIALTY TELECONSTRUCTORS, INC.

                             By:  /s/ Michael R. Budagher
                                 ---------------------------
                                 Michael R. Budagher
                                 President, Chief Executive Officer,
                                 Treasurer and Chairman of the Board

                       POWER OF ATTORNEY AND SIGNATURES

  EACH PERSON WHOSE SIGNATURE appears below this Registration Statement hereby
constitutes and appoints Michael R. Budagher and Dennis K. Hartnett and each of
them, with full power to act without the other, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead in any and all capacities (until
revoked in writing) to sign all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Specialty Teleconstructors, Inc.
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute, may lawfully do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                Title(s)                             Date
    ---------                --------                             ----
/s/ Michael R. Budagher    President, Chief Executive         December 27, 1996
------------------------   Officer, Treasurer and Chairman
    Michael R. Budagher    of the Board
 
/s/ Dennis K. Hartnett     Chief Accounting Officer           December 27, 1996
------------------------
    Dennis K. Hartnett
 
/s/ John D. Emery          Director                           December 27, 1996
------------------------
    John D. Emery
 
/s/ Terry D. Farmer        Director                           December 27, 1996
------------------------
    Terry D. Farmer
 
/s/ Jon D. Word            Director                           December 27, 1996
------------------------
    Jon D. Word
EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------
3.1           Articles of Incorporation of Specialty Teleconstructors, Inc.

3.2           Amendment to the Articles of Incorporation, of Specialty
              Teleconstructors, Inc.

4.1           Specialty Teleconstructors, Inc. Amended and Restated 1994 Stock
              Option Plan incorporated by reference to Exhibit 10.4 to the
              Registrant's definitive Proxy Materials filed prepared in
              connection with the Registrant's 1996 Annual Meeting of
              Stockholders and filed with the Securities and Exchange Commission
              pursuant to Section 14A of the Securities Exchange Axt of 1934

4.2           Specialty Teleconstructors, Inc. Outside Directors Stock Option
              Plan incorporated By reference to the Registrant's Registration
              Statement No. 33-79998-D

5.1           Opinion of Jordaan, Howard & Pennington, PLLC

23.1          Consent of KPMG Peat Marwick LLP

23.2          Consent of Jordaan, Howard & Pennington, PLLC (included in
              Exhibit 5.1)

24.1          Power of Attorney (found on Page 6 of this Registration Statement)

                                End of Document