As filed with the  Securities  and  Exchange  Commission  on December 2, 1996.

                                                    Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   ----------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               -------------------
                                TELS Corporation

               (Exact name of registrant as specified in charter)
           UTAH                                        87-0373840
 (State of incorporation)               (I.R.S. Employer Identification Number)
                          406 West South Jordan Parkway
                                    Suite 250
                            South Jordan, Utah 84095
                                 (801) 571-1182
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                   ------------------------------------------

            1993 Tel Electronics Inc. Stock Option and Incentive Plan

                              (Full title of plan)
                    -----------------------------------------

                             WILLIAM C. GIBBS, ESQ.
                             Snell & Wilmer, L.L.P.
                          111 East Broadway, Suite 900
                           Salt Lake City, Utah 84111
                                 (801) 237-1900

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                    ----------------------------------------

     Approximate date of proposed  commencement of sales: As soon as practicable
after  this  Registration  Statement  becomes  effective,  at the  direction  of
employees who participate in the Plan (as defined herein).

                         CALCULATION OF REGISTRATION FEE
                                                      Proposed
                                       Proposed        maximum
Title of each                           maximum       aggregate     Amount of
class of securities   Amount to be   offering price    offering    registration
to be registered(2)   registered(3)    per unit(1)      price(1)       fee

Common Stock, $.02
  par value             1,867,151        $.5782        1,079,586.71    $327.15
===================   ==============  ===============  ============   ========



<PAGE>



(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rules 457(c) and 457(h) under the  Securities  Act of 1933,
         as amended (the "Securities  Act") based on the average of the high and
         low prices for shares of Common  Stock,  as  reported  on the  National
         Association of Securities  Dealers,  Inc.  Automated  Quotation  System
         ("Nasdaq") on November 25, 1996.

(2)      This  Registration  Statement also shall cover any additional shares of
         Common  Stock which  become  issuable  under the Plans by reason of any
         stock split,  stock  dividend,  recapitalization  or any other  similar
         transaction  without  receipt  of  consideration  which  results  in an
         increase  in the number of  outstanding  shares of Common  Stock of the
         registrant.

(3)      Of  this  total,  1,867,151  shares  represent  shares  authorized  for
         issuance upon exercise of options under the 1993 TEL  Electronics  Inc.
         Stock  Option and  Incentive  Plan (the  "Plan").  There are a total of
         2,000,000  shares of Common Stock  authorized  for  issuance  under the
         Plan, the remaining 132,849 of which are being registered pursuant to a
         registration  statement  on Form  S-8  filed  by the  Company  with the
         Commission on December 2, 1996.

                                        2

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to Rule 428 of the  Securities  Act of 1933,  as amended  (the
"Securities Act"), the documents containing the information specified in Part I,
Items 1 and 2, will be delivered to employees in accordance with Form S-8.







































                                       I-1
 <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")  are hereby  incorporated  by  reference in this
Registration Statement:

         1.  The Company's  Form 10-K Report for the  fiscal year ended December
             31, 1995;

         2.  The Company's Form  10-Q Report for the fiscal  quarter ended March
             31, 1996;

         3.  The Company's Form  10-Q Report  for the fiscal quarter  ended June
             30, 1996;

         4.  The  Company's  Form  10-Q  Report  for the  fiscal  quarter  ended
             September 30, 1996;

         5.  The Company's Notice of Annual  Meeting of  Stockholders  and Proxy
Statement for its Annual Meeting of Stockholders held on June 3, 1996,  pursuant
to Section 14 of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"); and

         6. The description of the Company's Common Stock contained in Item 1 of
the Company's  Registration  Statement on Form 8-A filed with the  Commission on
November 15, 1984,  pursuant to Section 12 of the Exchange  Act,  including  any
amendments or reports filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby 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. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.           Description of Securities

         Not applicable.

Item 5.           Interests of Named Experts and Counsel

         Not applicable.


                                      II-1

<PAGE>



Item 6.           Indemnification of Officers and Directors

         The law of Utah permits extensive indemnification of present and former
directors,  officers,  employees  or agents of a Utah  company,  whether  or not
authority for such  indemnification  is contained in the indemnifying  Company's
articles of incorporation or bylaws.  Specific authority for  indemnification of
present and former  directors and  officers,  under  certain  circumstances,  is
contained in Article VI of the Company's Bylaws.  Under Utah law, in order for a
Company to provide  indemnification,  a disinterested  majority of the Company's
board of directors,  independent legal counsel, a court or the shareholders must
find that the director,  officer,  employee or agent acted, or failed to act, in
good faith and in a manner he reasonably believed, in the case of conduct in his
official capacity with the Company, was in the best interests of the Company or,
in all other cases,  was at least not opposed to the Company's  best  interests,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe his conduct was unlawful.  Statutory  indemnification  is permissive,
except in the event of a successful  defense,  in which case,  unless limited by
the Articles of Incorporation,  when a director, officer, employee or agent must
be  indemnified  against  reasonable  expenses  incurred  by him  in  connection
therewith.  Indemnification  is permitted  with respect to expenses,  judgments,
fines, and amounts paid in settlement by such persons.

         The Company's  Bylaws provide that the Company 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 (other than an action by or in the right of the
Company), by reason of the fact that he is or was a director, officer, employee,
fiduciary  or agent of the  Company or is or was  serving at the  request of the
Company  as a  director,  officer,  employee,  fiduciary  or  agent  of  another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit,  or  proceeding  if he acted  in good  faith  and in a manner  he
reasonably believed to be in the best interests of the Company and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

         The Company's  Bylaws also provide that a  corporation  may indemnify a
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
proceeding  by or in the right of the Company to procure a judgment in its favor
by reason of the fact that he is or was a director,  officer, employee, or agent
of the  Company,  or is or  was  serving  at the  request  of the  Company  as a
director, officer, employee,  fiduciary or agent of another corporation or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action if
he acted in good faith and in a manner he reasonably  believed to be in the best
interests of the  Company.  No  indemnification  shall be made in respect of any
claim or matter as to which  such  person  has been  adjudged  to be liable  for
negligence or misconduct in the  performance  of his duty to the Company  unless
and only to the extent that the court in which the action is brought  determines
that in view of all circumstances such person is fairly and reasonably  entitled
to indemnification for expenses which the court deems proper.

     The  Company's  Bylaws also provide that a director may, to the extent that
he is successful on the merits and defense of any action, be indemnified against
expenses  (including  attorneys'  fees)  actually  and  reasonably  incurred  in

                                      II-2

<PAGE>

connection therewith. A determination of whether indemnification is proper shall
be made by the board of directors by a majority  vote of a quorum  consisting of
disinterested  directors  or,  if such a  quorum  is not  obtainable  or even if
obtainable a quorum of disinterested  directors so directs, by independent legal
counsel in a written opinion,  or by the  shareholders.  The Company may advance
expenses  (including  attorneys'  fees) upon receipt of an  undertaking by or on
behalf of the director to repay such amount unless it is  determined  that he is
entitled to be indemnified.

Item 7.           Exemption from Registration

                             Not applicable


Item 8.           Exhibits

         Exhibit No.                Description

          4.1         1993 TEL Electronics Inc. Stock Option and Incentive Plan.

          5.1         Opinion of Snell & Wilmer, L.L.P.

         23.1         Consent of Coopers & Lybrand, L.L.P.

         23.2         Consent of KPMG Peat Marwick, L.L.P.

         23.3         Consent  of Snell & Wilmer  (included in the opinion filed
                      as Exhibit 5.1).


Item 9.           Undertakings

         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:

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

                  (b)      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 this registration statement;

                  (c)      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.


                                      II-3

<PAGE>



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

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

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

         4.  If  the  registrant  is  a  foreign  private  issuer,   to  file  a
post-effective amendment to this registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

         5. For purposes of determining  any liability  under the 1933 Act, each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the 1934 Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities at that time and shall be
deemed to be the initial bona fide offering thereof.

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

                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the  City  of  South  Jordan, State of Utah, on the 27th day of
November, 1996.

                                         TELS Corporation


                                          By: /s/ Stephen M. Nelson
                                              Stephen M. Nelson
                                              Director and President


                                          By: /s/ Deborah Walford
                                              Deborah Walford
                                              Controller

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

         Signature                 Title                              Date


/s/ John L. Gunter         Chairman of the Board of
John L. Gunter              Directors and Chief               November 29, 1996
                            Executive Officer

/s/ Willard H. Gardner     Director and Secretary             November 29, 1996
Willard H. Gardner


/s/ Stephen M. Nelson      Director and President             November 27, 1996
Stephen M. Nelson


/s/ David K. Doyle         Director                           November 27, 1996
David K. Doyle


/s/ Ming T. Chen           Director                           November 27, 1996
Ming T. Chen


                                      II-5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18557}]
{"company-data": {"conformed-name": "TELS CORP", "cik": "0000756767", "assigned-sic": "7373", "irs-number": "870373840", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17169", "film-number": "96675057"}, "business-address": {"street1": "406 W SOUTH JORDAN PKWY", "street2": "STE 250", "city": "SALT LAKE CITY", "state": "UT", "zip": "84095", "phone": "8015711182"}, "mail-address": {"street1": "406 W SOUTH JORDAN PKWY", "street2": "STE 250", "city": "S.L.C.", "state": "UT", "zip": "84095"}, "former-company": {"former-conformed-name": "TEL ELECTRONICS INC", "date-changed": "19920703"}}
As filed with the  Securities  and  Exchange  Commission  on December 2, 1996.

                                                    Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   ----------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               -------------------
                                TELS Corporation

               (Exact name of registrant as specified in charter)
           UTAH                                        87-0373840
 (State of incorporation)               (I.R.S. Employer Identification Number)
                          406 West South Jordan Parkway
                                    Suite 250
                            South Jordan, Utah 84095
                                 (801) 571-1182
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                   ------------------------------------------

            1993 Tel Electronics Inc. Stock Option and Incentive Plan

                              (Full title of plan)
                    -----------------------------------------

                             WILLIAM C. GIBBS, ESQ.
                             Snell & Wilmer, L.L.P.
                          111 East Broadway, Suite 900
                           Salt Lake City, Utah 84111
                                 (801) 237-1900

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                    ----------------------------------------

     Approximate date of proposed  commencement of sales: As soon as practicable
after  this  Registration  Statement  becomes  effective,  at the  direction  of
employees who participate in the Plan (as defined herein).

                         CALCULATION OF REGISTRATION FEE
                                                      Proposed
                                       Proposed        maximum
Title of each                           maximum       aggregate     Amount of
class of securities   Amount to be   offering price    offering    registration
to be registered(2)   registered(3)    per unit(1)      price(1)       fee

Common Stock, $.02
  par value             1,867,151        $.5782        1,079,586.71    $327.15
===================   ==============  ===============  ============   ========
(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rules 457(c) and 457(h) under the  Securities  Act of 1933,
         as amended (the "Securities  Act") based on the average of the high and
         low prices for shares of Common  Stock,  as  reported  on the  National
         Association of Securities  Dealers,  Inc.  Automated  Quotation  System
         ("Nasdaq") on November 25, 1996.

(2)      This  Registration  Statement also shall cover any additional shares of
         Common  Stock which  become  issuable  under the Plans by reason of any
         stock split,  stock  dividend,  recapitalization  or any other  similar
         transaction  without  receipt  of  consideration  which  results  in an
         increase  in the number of  outstanding  shares of Common  Stock of the
         registrant.

(3)      Of  this  total,  1,867,151  shares  represent  shares  authorized  for
         issuance upon exercise of options under the 1993 TEL  Electronics  Inc.
         Stock  Option and  Incentive  Plan (the  "Plan").  There are a total of
         2,000,000  shares of Common Stock  authorized  for  issuance  under the
         Plan, the remaining 132,849 of which are being registered pursuant to a
         registration  statement  on Form  S-8  filed  by the  Company  with the
         Commission on December 2, 1996.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to Rule 428 of the  Securities  Act of 1933,  as amended  (the
"Securities Act"), the documents containing the information specified in Part I,
Items 1 and 2, will be delivered to employees in accordance with Form S-8.

                                       I-1
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")  are hereby  incorporated  by  reference in this
Registration Statement:

         1.  The Company's  Form 10-K Report for the  fiscal year ended December
             31, 1995;

         2.  The Company's Form  10-Q Report for the fiscal  quarter ended March
             31, 1996;

         3.  The Company's Form  10-Q Report  for the fiscal quarter  ended June
             30, 1996;

         4.  The  Company's  Form  10-Q  Report  for the  fiscal  quarter  ended
             September 30, 1996;

         5.  The Company's Notice of Annual  Meeting of  Stockholders  and Proxy
Statement for its Annual Meeting of Stockholders held on June 3, 1996,  pursuant
to Section 14 of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"); and

         6. The description of the Company's Common Stock contained in Item 1 of
the Company's  Registration  Statement on Form 8-A filed with the  Commission on
November 15, 1984,  pursuant to Section 12 of the Exchange  Act,  including  any
amendments or reports filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby 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. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.           Description of Securities

         Not applicable.

Item 5.           Interests of Named Experts and Counsel

         Not applicable.

                                      II-1
Item 6.           Indemnification of Officers and Directors

         The law of Utah permits extensive indemnification of present and former
directors,  officers,  employees  or agents of a Utah  company,  whether  or not
authority for such  indemnification  is contained in the indemnifying  Company's
articles of incorporation or bylaws.  Specific authority for  indemnification of
present and former  directors and  officers,  under  certain  circumstances,  is
contained in Article VI of the Company's Bylaws.  Under Utah law, in order for a
Company to provide  indemnification,  a disinterested  majority of the Company's
board of directors,  independent legal counsel, a court or the shareholders must
find that the director,  officer,  employee or agent acted, or failed to act, in
good faith and in a manner he reasonably believed, in the case of conduct in his
official capacity with the Company, was in the best interests of the Company or,
in all other cases,  was at least not opposed to the Company's  best  interests,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe his conduct was unlawful.  Statutory  indemnification  is permissive,
except in the event of a successful  defense,  in which case,  unless limited by
the Articles of Incorporation,  when a director, officer, employee or agent must
be  indemnified  against  reasonable  expenses  incurred  by him  in  connection
therewith.  Indemnification  is permitted  with respect to expenses,  judgments,
fines, and amounts paid in settlement by such persons.

         The Company's  Bylaws provide that the Company 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 (other than an action by or in the right of the
Company), by reason of the fact that he is or was a director, officer, employee,
fiduciary  or agent of the  Company or is or was  serving at the  request of the
Company  as a  director,  officer,  employee,  fiduciary  or  agent  of  another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit,  or  proceeding  if he acted  in good  faith  and in a manner  he
reasonably believed to be in the best interests of the Company and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

         The Company's  Bylaws also provide that a  corporation  may indemnify a
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
proceeding  by or in the right of the Company to procure a judgment in its favor
by reason of the fact that he is or was a director,  officer, employee, or agent
of the  Company,  or is or  was  serving  at the  request  of the  Company  as a
director, officer, employee,  fiduciary or agent of another corporation or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action if
he acted in good faith and in a manner he reasonably  believed to be in the best
interests of the  Company.  No  indemnification  shall be made in respect of any
claim or matter as to which  such  person  has been  adjudged  to be liable  for
negligence or misconduct in the  performance  of his duty to the Company  unless
and only to the extent that the court in which the action is brought  determines
that in view of all circumstances such person is fairly and reasonably  entitled
to indemnification for expenses which the court deems proper.

     The  Company's  Bylaws also provide that a director may, to the extent that
he is successful on the merits and defense of any action, be indemnified against
expenses  (including  attorneys'  fees)  actually  and  reasonably  incurred  in

                                      II-2
connection therewith. A determination of whether indemnification is proper shall
be made by the board of directors by a majority  vote of a quorum  consisting of
disinterested  directors  or,  if such a  quorum  is not  obtainable  or even if
obtainable a quorum of disinterested  directors so directs, by independent legal
counsel in a written opinion,  or by the  shareholders.  The Company may advance
expenses  (including  attorneys'  fees) upon receipt of an  undertaking by or on
behalf of the director to repay such amount unless it is  determined  that he is
entitled to be indemnified.

Item 7.           Exemption from Registration

                             Not applicable

Item 8.           Exhibits

         Exhibit No.                Description

          4.1         1993 TEL Electronics Inc. Stock Option and Incentive Plan.

          5.1         Opinion of Snell & Wilmer, L.L.P.

         23.1         Consent of Coopers & Lybrand, L.L.P.

         23.2         Consent of KPMG Peat Marwick, L.L.P.

         23.3         Consent  of Snell & Wilmer  (included in the opinion filed
                      as Exhibit 5.1).

Item 9.           Undertakings

         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:

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

                  (b)      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 this registration statement;

                  (c)      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.

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

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

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

         4.  If  the  registrant  is  a  foreign  private  issuer,   to  file  a
post-effective amendment to this registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

         5. For purposes of determining  any liability  under the 1933 Act, each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the 1934 Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities at that time and shall be
deemed to be the initial bona fide offering thereof.

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

                                      II-4
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  South  Jordan, State of Utah, on the 27th day of
November, 1996.

                                         TELS Corporation

                                          By: /s/ Stephen M. Nelson
                                              Stephen M. Nelson
                                              Director and President

                                          By: /s/ Deborah Walford
                                              Deborah Walford
                                              Controller

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

         Signature                 Title                              Date

/s/ John L. Gunter         Chairman of the Board of
John L. Gunter              Directors and Chief               November 29, 1996
                            Executive Officer

/s/ Willard H. Gardner     Director and Secretary             November 29, 1996
Willard H. Gardner

/s/ Stephen M. Nelson      Director and President             November 27, 1996
Stephen M. Nelson

/s/ David K. Doyle         Director                           November 27, 1996
David K. Doyle

/s/ Ming T. Chen           Director                           November 27, 1996
Ming T. Chen

                                      II-5