As filed with the Securities and Exchange Commission on December 8, 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                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

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

                              AMENDED AND RESTATED
                          1999 FLEXIBLE INCENTIVE PLAN;
                              AMENDED AND RESTATED
                          1996 FLEXIBLE INCENTIVE PLAN
                           (Full Title of the Plan(s))

                             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
<TABLE>
<CAPTION>
====================================================================================================================

                                                  Proposed Maximum       Proposed Maximum
   Title of Securities        Amount To Be       Offering Price Per     Aggregate Offering
   To Be Registered            Registered             Share(1)               Price(1)               Amount of
====================================================================================================================
<S>                           <C>                      <C>                 <C>                      <C>

Common stock,                 5,117,500 shares         $43.125             $220,692,187.50          $58,262.74
par value $.01 per share
</TABLE>

(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,  Inc.'s common
          stock on December 1, 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,  $.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


                                       2
<PAGE>

request of the 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


                                       3
<PAGE>

trust  in an  amount  sufficient  to  satisfy  any and all  expenses  reasonably
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  July,  1,  1997,  between   Destia
                  Communications,  Inc.  ("Destia") and The Bank of New York, as
                  Trustee,  relating to Destia's  13.50%  Senior  Notes Due 2007
                  (incorporated  herein by  reference to Exhibit 4.5 of Destia's
                  Registration  Statement on  Form S-4, filed on August 7, 1997,
                  Registration No. 333-33117).

   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  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).

   4.5            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).

   4.6            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  12.40% Senior  Discount Notes


                                       4
<PAGE>

                  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).

   4.7            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).

   4.8            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")).

   4.9            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).

   4.10           1999 Amended  Stock  Incentive  Plan  (incorporated  herein by
                  reference to Exhibit  10.12 to the  Registrant's  October 1999
                  Form S-4).

  *4.11           Amended  and  Restated  1999  Flexible  Incentive  Plan of the
                  Registrant.

  *4.12           Amended  and  Restated  1996  Flexible  Incentive  Plan of the
                  Registrant.

  *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;

                                       5
<PAGE>

                  (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;

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 8th 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 8, 1999
-------------------------   President and Chief
   Michael J. Mahoney       Executive Officer

/S/ ALLAN L. SHAW           Senior Vice President,      December 8, 1999
-------------------------   Finance and Chief
   Allan L. Shaw            Financial Officer

/S/ FRANCIS J. MOUNT        Director                    December 8, 1999
-------------------------
   Francis J. Mount

/S/ PAUL G. PIZZANI         Director                    December 8, 1999
-------------------------
   Paul G. Pizzani

/S/ JOHN G. GRAHAM          Director                    December 8, 1999
-------------------------
   John G. Graham



                                       7
<PAGE>

/S/ SHELDON M. GOLDMAN      Director                     December 8, 1999
-------------------------
   Sheldon M. Goldman


-------------------------   Director
     Alfred West


-------------------------   Director
     Alan L. Levy


-------------------------   Director
     Edward C. Schmults




                                       8
<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  July, 1,  1997,   between   Destia
                  Communications,  Inc.  ("Destia") and The Bank of New York, as
                  Trustee,  relating to Destia's  13.50%  Senior  Notes Due 2007
                  (incorporated  herein by  reference to Exhibit 4.5 of Destia's
                  Registration Statement on Form S-4, filed on August 7, 1997,
                  Registration No. 333-33117).

   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  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).

   4.5            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).

   4.6            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  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).

   4.7            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).

   4.8            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


                                       9
<PAGE>

                  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")).

   4.9            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).

   4.10           1999  Amended  Stock  Incentive Plan  (incorporated  herein by
                  reference  to Exhibit 10.12  to the Registrant's  October 1999
                  Form S-4).

  *4.11           Amended  and  Restated  1999  Flexible  Incentive  Plan of the
                  Registrant.

  *4.12           Amended  and  Restated  1996  Flexible  Incentive  Plan of the
                  Registrant.

  *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





                                       10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 31615}]
{"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": "333-92339", "film-number": "99770795"}, "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 8, 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                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

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

                              AMENDED AND RESTATED
                          1999 FLEXIBLE INCENTIVE PLAN;
                              AMENDED AND RESTATED
                          1996 FLEXIBLE INCENTIVE PLAN
                           (Full Title of the Plan(s))

                             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 Maximum       Proposed Maximum
   Title of Securities        Amount To Be       Offering Price Per     Aggregate Offering
   To Be Registered            Registered             Share(1)               Price(1)               Amount of
====================================================================================================================
Common stock,                 5,117,500 shares         $43.125             $220,692,187.50          $58,262.74
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,  Inc.'s common
          stock on December 1, 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,  $.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

                                       2
request of the 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

                                       3
trust  in an  amount  sufficient  to  satisfy  any and all  expenses  reasonably
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  July,  1,  1997,  between   Destia
                  Communications,  Inc.  ("Destia") and The Bank of New York, as
                  Trustee,  relating to Destia's  13.50%  Senior  Notes Due 2007
                  (incorporated  herein by  reference to Exhibit 4.5 of Destia's
                  Registration  Statement on  Form S-4, filed on August 7, 1997,
                  Registration No. 333-33117).

   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  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).

   4.5            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).

   4.6            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  12.40% Senior  Discount Notes

                                       4
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).

   4.7            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).

   4.8            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")).

   4.9            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).

   4.10           1999 Amended  Stock  Incentive  Plan  (incorporated  herein by
                  reference to Exhibit  10.12 to the  Registrant's  October 1999
                  Form S-4).

  *4.11           Amended  and  Restated  1999  Flexible  Incentive  Plan of the
                  Registrant.

  *4.12           Amended  and  Restated  1996  Flexible  Incentive  Plan of the
                  Registrant.

  *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;

                                       5
(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;

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 8th 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 8, 1999
-------------------------   President and Chief
   Michael J. Mahoney       Executive Officer

/S/ ALLAN L. SHAW           Senior Vice President,      December 8, 1999
-------------------------   Finance and Chief
   Allan L. Shaw            Financial Officer

/S/ FRANCIS J. MOUNT        Director                    December 8, 1999
-------------------------
   Francis J. Mount

/S/ PAUL G. PIZZANI         Director                    December 8, 1999
-------------------------
   Paul G. Pizzani

/S/ JOHN G. GRAHAM          Director                    December 8, 1999
-------------------------
   John G. Graham

                                       7
/S/ SHELDON M. GOLDMAN      Director                     December 8, 1999
-------------------------
   Sheldon M. Goldman

-------------------------   Director
     Alfred West

-------------------------   Director
     Alan L. Levy

-------------------------   Director
     Edward C. Schmults

                                       8
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  July, 1,  1997,   between   Destia
                  Communications,  Inc.  ("Destia") and The Bank of New York, as
                  Trustee,  relating to Destia's  13.50%  Senior  Notes Due 2007
                  (incorporated  herein by  reference to Exhibit 4.5 of Destia's
                  Registration Statement on Form S-4, filed on August 7, 1997,
                  Registration No. 333-33117).

   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  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).

   4.5            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).

   4.6            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  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).

   4.7            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).

   4.8            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

                                       9
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")).

   4.9            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).

   4.10           1999  Amended  Stock  Incentive Plan  (incorporated  herein by
                  reference  to Exhibit 10.12  to the Registrant's  October 1999
                  Form S-4).

  *4.11           Amended  and  Restated  1999  Flexible  Incentive  Plan of the
                  Registrant.

  *4.12           Amended  and  Restated  1996  Flexible  Incentive  Plan of the
                  Registrant.

  *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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