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)
                   ------------------------------------------

                 TEL Electronics, Inc. 1994 Director Option Plan
           1993 Tel Electronics, Inc. Stock Option and Incentive Plan
    1984 Incentive Stock Option Plan for Key Employees of Telectronics, Inc.
                      1984 Non-Qualified Stock Option Plan
                         1984 Executive Stock Bonus Plan

                              (Full title of plans)
                    -----------------------------------------

                             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 Plans (as defined herein).

                                          CALCULATION OF REGISTRATION FEE


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

Common Stock, $.02     1,274,274     $.5782         $736,785.23       $223.27
par value 
===================  ============= ============== ================= ============


                                        1

<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 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,  105,000 shares represent shares authorized for issuance
         upon  exercise of options  previously  granted by the Company under the
         1993 TEL  Electronics,  Inc. Stock Option and Incentive Plan (the "1993
         Plan"),  230,000 shares represent  shares  authorized for issuance upon
         exercise of options  previously  granted by the  Company  under the TEL
         Electronics, Inc. 1994 Director Option Plan (the "1994 Director Plan"),
         59,000 shares represent shares authorized for issuance upon exercise of
         options  previously  granted by the  Company  under the 1984  Incentive
         Stock Option Plan for Key  Employees  of  Telectronics,  Inc.,  343,250
         shares  represent  shares  authorized  for  issuance  upon  exercise of
         options  previously granted by the Company Under the 1984 Non-Qualified
         Stock Option Plan, and 537,024 shares are the shares  previously issued
         under the 1993 TEL  Electronics,  Inc. Stock Option and Incentive Plan,
         1984  Incentive  Stock Option Plan for Key  Employees of  Telectronics,
         Inc., the 1984 Executive  Stock Bonus Plan, and the 1984  Non-Qualified
         Stock Option Plan (the "1984  Plans").  The 1984 Plans,  the 1993 Plan,
         and the 1994 Directors Plan are collectively referred to hereinafter as
         the  "Plans."  There are a total of  2,000,000  shares of Common  Stock
         authorized for issuance under the 1993 Plan, the remaining 1,867,151 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.
         There are a total of  500,000  shares of Common  Stock  authorized  for
         issuance under the 1994 Directors Plan, the remaining  270,000 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.

         Pursuant  to  General  Instruction  C of Form  S-8,  this  Registration
Statement  contains a prospectus  meeting the requirements of Part I of Form S-3
relating to reofferings or resales by certain persons of up to 737,250 shares of
common stock, par value $.02 per share (the "Common Stock"), of TELS Corporation
to be acquired  pursuant to future  exercise of outstanding  stock options under
the TEL Electronics,  Inc. 1994 Director Option Plan, 1993 TEL Electronics, Inc.
Stock Option and Incentive Plan; 1984 Non-Qualified  Stock Option Plan, and 1984
Incentive Stock Option Plan for Key Employees of  Telectronics,  Inc., and up to
537,024 shares of Common Stock previously  acquired by certain persons under the
1984 Executive  Stock Bonus Plan;  1984  Non-Qualified  Stock Option Plan;  1984
Incentive  Stock Option Plan for Key Employees of  Telectronics,  Inc.; and 1993
TEL Electronics, Inc. Stock Option and Incentive Plan.


























<PAGE>



PROSPECTUS


                                TELS Corporation
                          406 West South Jordan Parkway
                                    Suite 250
                            South Jordan, Utah 84095
                                 (801) 571-1182
                     Common Stock, par value $.02 per share
                                1,274,274 Shares


         This  Prospectus  relates  to the resale or offer for sale of shares of
Common  Stock,  par  value  $.02  per  share  (the  "Common  Stock"),   of  TELS
Corporation,  a Utah corporation  (the  "Company"),  which have been acquired by
certain persons identified in this Prospectus (the "Selling  Stockholders"),  or
which may  hereafter  be  acquired  from time to time by  Selling  Stockholders,
including persons who may be deemed  affiliates of the Company,  pursuant to the
following  plans:  (i) 1984  Incentive  Stock  Option Plan for Key  Employees of
Telectronics,   Inc.;  (ii)  1984  Executive   Stock  Bonus  Plan;   (iii)  1984
Non-Qualified Stock Option Plan; (iv) TEL Electronics, Inc. 1994 Director Option
Plan (the "1994 Director Plan"); and (v) 1993 TEL Electronics, Inc. Stock Option
and Incentive Plan (the "1993 Plan"). The 1984 Incentive Stock Option Plan, 1984
Executive  Stock  Bonus  Plan,  and 1984  Non-Qualified  Stock  Option  Plan are
collectively referred to as the "1984 Plans." The 1993 Plan, 1994 Directors Plan
and 1984 Plans are sometimes  collectively referred to hereunder as the "Plans."
See "Selling Stockholders."

         The Common Shares are traded on the Nasdaq  SmallCap Market tier of the
Nasdaq  Stock Market  under the symbol  "TELS." On November  25, 1996,  the last
reported sales price of the Common Shares, as reported by Nasdaq, was $.5625 per
share.

         It is anticipated that sales or offers made pursuant to this Prospectus
will be effected by one or more of the Selling Stockholders in their discretion,
on a delayed or continuing basis from time to time in broker's transactions,  in
transactions directly with market makers, in privately negotiated  transactions,
through the  facilities of Nasdaq,  or otherwise,  with the timing and manner of
sales to be  determined  by the  Selling  Stockholders,  in each  case at market
prices  prevailing  at the  time  of  such  sale,  at  prices  relating  to such
prevailing  market prices,  or at negotiated  prices.  Such  transactions may be
effected directly by the Selling Stockholders,  each acting as principal for his
own  account,  or through  brokers,  dealers or other agents  designated  by the
Selling  Stockholders,  and such  brokers,  dealers or other  agents may receive
compensation in the form of  underwriting  discounts,  brokerage  commissions or
other concessions from the Selling  Stockholders or the purchasers of shares for
whom they may act as agent.  The Company  will not  receive any of the  proceeds
from  the  sale of  shares  of  Common  Stock by the  Selling  Stockholders.  In
connection  with such resales or offers for sale, the Selling  Stockholders  and
the brokers,  dealers or agents through whom shares may be sold may be deemed to
be "underwriters" as that term is defined in Section 2(11) of the Securities Act
of 1933, as amended (the  "Securities  Act"),  and any  commissions or discounts
received and any profit realized by them on the sale of shares may be considered
to be  underwriting  compensation.  To  the  Company's  knowledge,  no  specific
brokers, dealers or


<PAGE>



agents have been  designated by the Selling  Stockholders  nor has any agreement
been entered into in respect of brokerage  commissions  or for the  exclusive or
coordinated  sale  of any  securities  which  may be  offered  pursuant  to this
Prospectus.  All  expenses  of  registration  incurred  in  connection  with the
registration  of these  securities,  other than any  underwriting  or  brokerage
discounts,  commissions  or selling  expenses  with  respect to the Common Stock
being sold by the Selling Stockholders, will be borne by the Company.


SEE "RISK FACTORS" ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
SECURITIES OFFERED HEREBY.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.





                The Date of this Prospectus is December 2, 1996


<PAGE>



                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Securities and
Exchange  Commission (the  "Commission").  Reports,  proxy  statements and other
information filed by the Company with the Commission may be inspected and copied
at the public  reference  facilities  maintained by the  Commission at Judiciary
Plaza,  450 Fifth Street,  N.W., Room 1024,  Washington,  D.C. 20549, and at the
regional offices of the Commission located at 7 World Trade Center,  13th Floor,
New York, New York 10048,  and at Northwestern  Atrium Center,  500 West Madison
Street,  Suite 1400,  Chicago,  Illinois  60661.  Copies of such material may be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth  Street,  N.W.,  Washington,  D.C.  20549,  at prescribed  rates.  The
Company's  Common  Stock is listed  on Nasdaq  and  similar  information  can be
inspected  and copied at the offices of the National  Association  of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

         The Company has filed with the Commission a  registration  statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect to
the Common Stock offered hereby. This Prospectus,  which constitutes part of the
Registration Statement, does not contain all of the information contained in the
Registration  Statement and the exhibits thereto.  For further  information with
respect to the Company and the Common Stock offered hereby, reference is made to
the Registration Statement, including the exhibits thereto. Statements contained
herein  concerning  the  provisions of any documents  filed as an exhibit to the
Registration   Statement  or  otherwise   filed  with  the  Commission  are  not
necessarily  complete  and, in each  instance,  reference is made to the copy of
such document as so filed.  Each such  statement is qualified in its entirety by
such reference.

         No  person  is  authorized  to  give  any   information   or  make  any
representation  other than those  contained or incorporated by reference in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been  authorized.  This  Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer  or  solicitation  in such  jurisdiction.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall,  under any  circumstances,  create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof.

                      INFORMATION INCORPORATED BY REFERENCE

         The  following  documents  have  been  filed  by the  Company  with the
Commission and are hereby  incorporated by reference into this  Prospectus:  (1)
Annual  Report on Form 10-K for the fiscal year ended  December  31,  1995;  (2)
Quarterly  Report  on Form  10-Q for the  quarter  ended  March  31,  1996;  (3)
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996; (4) Quarterly
Report on Form 10-Q for the quarter ended  September 30, 1996; (5) the Notice of
Annual Meeting of Stockholders and Proxy Statement for the Company's 1995 Annual
Meeting  of  Stockholders  held on June 3, 1996,  pursuant  to Section 14 of the
Exchange

                                        3

<PAGE>



Act; and (6) the description of the Company's  Common Stock,  par value $.02 per
share,  which is contained in the Company's Form 8-A filed on November 15, 1984.
All other documents and reports filed pursuant to Sections  13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the filing of a post-effective  amendment which indicates that all securities to
be offered  pursuant hereto have been sold or which  deregisters such securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Prospectus  and to be made a part  hereof  from the date of the  filing  of such
reports and 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 Prospectus 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 such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

         The Company will cause to be furnished  without  charge to each person,
including any beneficial  owner, to whom this Prospectus is delivered,  upon the
written  or  oral  request  of  such  person,  a copy  of  any or all  documents
incorporated  herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically  incorporated by reference in the document
which this Prospectus  incorporates).  Requests should be directed to Stephen M.
Nelson, President,  TELS Corporation,  406 West South Jordan Parkway, Suite 250,
South Jordan, Utah 84095; telephone (801) 571-1182.

                                        4

<PAGE>



                                   THE COMPANY

         The Company and its  subsidiaries  operate as a full service turnkey or
consignment  contract  manufacturer of printed circuit boards,  cable harnesses,
chassis wiring and electro-mechanical  assemblies,  and also design, build, sell
and  service   microprocessor  based  computer  systems  for  telecommunications
applications in various  industries,  with a particular  emphasis in the lodging
industry. Until early 1996, the Company also operated personal computer reseller
and systems  integrator  businesses,  which businesses have been discontinued by
the Company.

         The Company  was  incorporated  in February  1981 under the laws of the
State of Utah and its executive offices and research and development  facilities
are located at 406 West South Jordan  Parkway,  Suite 250,  South  Jordan,  Utah
84095,  telephone number (801) 571-1182.  The Company and its subsidiaries  also
own and occupy  manufacturing  facilities  located in American Fork, Utah and in
Santa Clara,  California.  The Company and its subsidiaries employ approximately
130 full time employees.

         As provided by the "Safe Harbor Statement under the Private  Securities
Litigation  Reform Act of 1995," which  became law in late  December  1995,  the
Company  cautions  readers  that,  in  addition  to the  historical  information
contained herein, this registration  statement includes certain  forward-looking
statements,  assumptions and discussions which involve risks and  uncertainties,
including,  but not limited to,  economic,  competitive and capital  marketplace
factors which effect the Company's operations,  markets, products,  services and
prices and could cause the Company's  future results and  stockholder  values to
differ materially from those expressed in any forward-looking  comments made by,
or on behalf of, the Company.


                                        5

<PAGE>



                                  RISK FACTORS


Recent Operating Losses

         The  Company  has  experienced  recent  net  losses  as a result of the
discontinuation  of its  personal  computer  reseller  and  systems  integration
operations,  and as a  result  of  decreased  sales  of  its  telecommunications
products,  which  historically  have  accounted for  significantly  higher gross
profits than other sectors of the Company. Although management believes that the
Company can return to  profitability in 1996, there can be no assurances that it
will do so.

Rapid Technological Change and Frequent New Product Introductions

         The market for the Company's  products and services is characterized by
rapid technological change and frequent new product introductions.  For example,
it is expected that recent changes in the telecommunications  industry caused by
changes in the North American  Numbering  Plan and North  American  Dialing Plan
relating  to the  numbering  plan and method for making  telephone  calls in the
United   States   will   require   further    development   in   the   Company's
telecommunications    products    and    enhancements.    In    addition,    the
telecommunications   industry  currently  is  experiencing  significant  changes
characterized   by  the  aggressive   pursuit  of  independent   activities  and
opportunities by cable television and utility concerns in the telecommunications
marketplace.  The impact of these changes  cannot be determined at this time and
could result in changing  markets for and increased  competition with respect to
the Company's  products and  technologies.  The Company believes that its future
success  depends  upon its ability to develop and market  products  and services
which  incorporate  new  technologies,  and to enhance  and expand its  existing
product lines.  There can be no assurance that the Company can develop or market
new products or services  successfully,  or respond effectively to technological
changes or new product  announcements by its  competitors,  or that it will have
sufficient capital when required to implement such strategies.


                                        6

<PAGE>



Aggressive Competition

         The  telecommunications  and computer  component  industries are highly
competitive. The Company's sales and potential profitability will be effected by
competition  from other  businesses,  including  established  firms with greater
financial and technical resources.  The Company is aware of numerous competitors
which  provide  products and services  similar to those  offered by the Company,
including the regional Bell  operating  companies.  Additional  competitors  may
exist which are not known to the Company,  and still others may enter the market
as demand for the Company's  products and services expands.  The Company's sales
and  marketing  efforts  will  be  critical  as the  Company  continues  to face
competition in the marketplace. There can be no assurance that the Company will,
in the  future,  be able  to  provide  the  technological  enhancements  and new
products  necessary to maintain its  competitive  position,  or that the Company
will have the  financial  resources to make the required  investments  in sales,
marketing,  engineering,  and research and development, or that the Company will
be able to  develop or  sustain a  competitive  position  for its  products  and
services.  The  Company's  results may be effected  adversely  by the actions of
existing or future  competitors,  including the development of new technologies,
the  introduction  of new products and the reduction of prices to gain or retain
market share.

Industry Standards Effecting Manufacturing Businesses

         The  Company's  electronics   production  and  contract   manufacturing
operations  are certified in accordance  with ISO 9002,  which is a set of rigid
quality standards adopted by the international business community. The Company's
management  believes that its continued ISO 9002  certification will enhance the
Company's  ability to compete and is vital to the success of its operations.  No
assurances can be given that the Company's  operations will comply with existing
ISO 9002 certification  standards, or that such standards will not be altered or
interpreted  in ways that  adversely  effect the  Company's  future or  existing
compliance with such standards.

Dependence on Senior Management and Key Employees

         The  Company's  success  depends  to  a  significant  extent  upon  the
performance of its executive  officers and other key personnel.  The loss of the
services of any of its executive  officers or other key  employees  could have a
material  adverse effect on the Company.  The Company's future success will also
be  dependent in part upon its ability to attract and retain  additional  highly
qualified  personnel.  There  can be no  assurance  that  the  Company  will  be
successful in attracting and retaining such persons.

Dependence Upon Strategic Alliances or Relationships

         The  Company's  future success may, in part, depend upon its ability to
develop  strategic  alliances  or  relationships  with  dealers  and with  other
marketing and sales partners. The

                                        7

<PAGE>



Company may be  dependent  on the  subsequent  success of such third  parties to
market and distribute  its products.  There can be no assurance that the Company
will be able to develop strategic  relationships,  or that any strategic partner
will contractually  commit to utilize the Company's products or technology.  The
inability of the Company to develop and maintain strategic  relationships  could
have a material adverse effect on the Company's business. In addition, there can
be no assurance  that the Company's  collaborators  will not pursue  alternative
technologies  or  develop  alternative  products  either  on  their  own  or  in
collaboration with others, including the Company's competitors.

Dependence on Suppliers

         Certain  components  used in the  Company's  products are obtained from
third party suppliers and subcontractors.  Although to date the Company has been
able to obtain adequate supplies of these components, the Company's inability in
the future to obtain  sufficient  components or to develop  alternative  sources
could result in delays in product introductions or shipments, which could have a
material adverse effect on the Company's operating results.

Proprietary Rights

         The  success  of the  Company  will be  dependent  upon its  ability to
protect its  intellectual  property and maintain the  proprietary  nature of its
technology.  The Company does not hold and has not applied for any patents.  The
Company seeks  copyright  protection for its names,  software and  developmental
products.  There can be no  assurance  as to the  range or degree of  protection
which the  Company's  existing or future  copyrights  will afford or that others
will not obtain copyrights similar to those issued to the Company.  There can be
no assurance that any  copyrights  claimed by the Company will not be challenged
by third parties, invalidated,  rendered unenforceable or designed around. There
can be no  assurance  that the Company  will be  successful  in  protecting  its
proprietary rights. No assurance can be given that the Company's technology will
not infringe patents or proprietary  rights of others,  nor that the Company can
obtain licenses to use such proprietary rights if necessary. In addition,  there
can be no  assurance  that the  Company's  competitors  will  not  independently
develop  technologies  that are  substantially  equivalent  or  superior  to the
Company's  technology.  Further,  the laws of  certain  countries  in which  the
Company's  products  may be  sold or  licensed  may not  protect  the  Company's
products and intellectual  property rights to the same extent as the laws of the
United States.

Government Regulation

         The Federal  Communications  Commission ("FCC") regulates,  among other
things, the  interconnection  of communications  equipment with telephone lines,
radiation  emanations of certain  equipment,  and the ability of public switched
network services (such as the Company's lodging industry and other customers) to
earn  revenues  through the re-sale of telephone  calls.  Although the Company's
products which are subject to such regulations have complied with

                                        8

<PAGE>



applicable  FCC  regulations  and have received FCC  approvals,  there can be no
assurance  that the Company's new products will meet future FCC  regulations  or
that  existing  regulations  will not be  altered  or  interpreted  in ways that
adversely  affect  the  Company's  ability  to  maintain  and  receive  such FCC
approvals.

Customer Concentrations

         Certain of the Company's  current product sales are  concentrated  with
one or  more  customers,  which  customers  are  responsible  for a  significant
percentage of the Company's  revenue from sales of such  products.  Although the
Company believes that its current relationships with its customers are good, the
loss of one or more of its major customers could have a material  adverse effect
on the Company.

Holdings By Existing Shareholders

         The current  officers  and  directors of the Company  beneficially  own
approximately  24% of the  outstanding  shares of Common  Stock of the  Company.
Certain of such  shareholders  also hold stock  options to  purchase  additional
Common Stock, the exercise of which would increase their  percentage  beneficial
ownership of the Company.  Accordingly,  the officers and directors, acting as a
group, will likely be able to exert significant influence on the election of the
Company's  directors  and with  respect  to other  corporate  actions  requiring
shareholder  approval.  The  continuing  ownership  of such  securities  by such
shareholders could have the effect of delaying or preventing a change in control
of the Company.

Dilution

         Certain  events,  such as the  issuance  of  additional  Common  Stock,
including  the  issuance  of such  shares upon the  exercise  or  conversion  of
outstanding  options,  could result in substantial dilution of the Common Stock.
The issuance of such Common  Shares,  including the shares of Common Stock which
the Company is registering  for resale herein,  and the potential  "overhang" of
such shares on the market, could adversely affect the prevailing market price of
the Company's Common Stock and result in dilution to existing shareholders.

No Dividends

         The Company has not paid any  dividends on its Common  Stock,  and does
not plan to pay  dividends on its Common Stock for the  foreseeable  future.  In
addition,  the provisions of certain of the Company's loan  agreements  prohibit
the payment of dividends without the prior agreement of the Company's lender.


                                        9

<PAGE>



                                 USE OF PROCEEDS

         The Company will not receive any of the  proceeds  from the sale of the
shares  of Common  Stock  offered  hereby.  However,  if all of the  outstanding
options under the Plans were exercised, the Company would receive gross proceeds
of $644,513,  which  proceeds the Company  expects to use for general  corporate
purposes.


                              SELLING STOCKHOLDERS

         Shares of the  Company's  Common  Stock  offered  hereby by the Selling
Stockholders  will be acquired  upon the  exercise of stock  options  previously
granted by the Company  under the 1993 Plan and under the 1994  Directors  Plan,
and pursuant to the  issuance of shares of Common  Stock upon  exercise of stock
options under the 1984 Plans.  The following  table  provides  information  with
respect to the shares of Common  Stock owned by each Selling  Stockholder  as of
October 31, 1996, and as adjusted to reflect the sale of the securities  offered
hereby,  by the Selling  Stockholders.  Except as  otherwise  indicated,  to the
knowledge  of the  Company,  all  persons  listed  below  have sole  voting  and
investment  power with  respect to their  securities,  except to the extent that
authority is shared by spouses under applicable law or as otherwise noted below.
<TABLE>
<CAPTION>


                                                              Number of Common Shares
                                                                 Acquired or to be
                                     Common Shares             Acquired Pursuant to            Common Shares
                                     Beneficially               the Plan and Which              Beneficially
                                     Owned Prior to               May be Offered                Owned After
     Name of                         the Offering(1)            Pursuant Hereto (2)            the Offering(3)
                                  --------------------       -----------------------         -------------------
Selling Stockholder               Number       Percent               Number                  Number      Percent
-------------------               ------       -------               ------                  ------      -------


<S>                             <C>            <C>                <C>                      <C>            <C>
Dr. John L. Gunter(4)             734,600        17%                350,000                  394,600(4)     10%
Willard H. Gardner(5)             147,000         3%                152,000                    12,000       *
David K. Doyle(6)                 139,000         3%                140,000                    16,000       *
Stephen M. Nelson(7)              289,500         7%                282,500                     8,000       *
R. James Taylor(8)                 69,240         2%                123,374                       0          0%
Janet Roundy                        9,500         *                  12,875                      625        *
Vaughn Moulton                     27,125         *                  39,125                       0          0%
Susan Wilcox                       16,250         *                  26,250                       0          0%
Patrick B. Hansen                   7,250         *                  11,250                       0          0%
John Lee Gunter, II                 2,615         *                   2,000                     1,015       *
Diane McPhie                        1,600         *                   2,000                       0          0%
Monica Riding                       1,600         *                   2,000                       0          0%
Bruce Tenney                        1,600         *                   2,000                       0          0%
Gail Bradley                        1,666         *                   2,500                       0          0%
Rita Shemberger                     1,667         *                   2,500                       0          0%
Deborah Wallford                    4,333         *                  11,000                       0          0%
</TABLE>

                                       10

<PAGE>


<TABLE>

<S>                                 <C>         <C>                 <C>                         <C>        <C>
Kurt Holmstead                      1,250         *                   1,250                       0          0%
Sean Gunter                        25,000         *                  68,500                      500        *
Robert Albinowski                   4,000         *                   4,000                       0          0%
Suzanne Albinowski                  2,000         *                   2,000                       0          0%
Michael Allison                     1,000         *                   1,000                       0          0%
Dennis Anderson                     1,000         *                   1,000                       0          0%
Lynn Anderson                       1,000         *                   1,000                       0          0%
Linda R. Bolin                        100         *                     100                       0          0%
Laura M. Buckley-Frost                100         *                     100                       0          0%
Ronald E. Busby                       100         *                     100                       0          0%
Roy B. Butterworth                    100         *                     100                       0          0%
Marcella C. Chandler                  100         *                     100                       0          0%
Karen A. Chandler                     100         *                     100                       0          0%
Stephen K. Clark                    1,250         *                   1,250                       0          0%
Jeff Frier                          1,000         *                   1,000                       0          0%
Ray M. Harding, Jr.                22,000         *                   6,000                  16,000         *%
James W. Head                         100         *                     100                       0          0%
Deborah Hicken                      1,000         *                   1,000                       0          0%
Rob Hill                            1,000         *                   1,000                       0          0%
Alan Lebaron                        1,000         *                   1,000                       0          0%
Mark Lee                            1,000         *                   1,000                       0          0%
Sandra Lew-Moll                     1,000         *                   1,000                       0          0%
Frank Melville                      1,000         *                   1,000                       0          0%
Sherie Leo-Mumford                  4,000         *                   4,000                       0          0%
John E. Pepper                      1,000         *                   1,000                       0          0%
Dixie Roundy                        1,000         *                   1,000                       0          0%
Nello Tanner                        1,000         *                   1,000                       0          0%
Rolf Thompson                       1,000         *                   1,000                       0          0%
Richard F. Wall                       100         *                     100                       0          0%
David Williford                       100         *                     100                       0          0%
Malini Wright                       1,000         *                   1,000                       0          0%
Kenith Babbs                            0         *                  10,000                       0          0%
</TABLE>

-----------------------
*        Less than one percent.

(1)      Includes all Common Stock beneficially owned by the Selling Stockholder
         as a percentage of the 4,436,002  shares of restricted and free trading
         Common Stock  outstanding on October 31, 1996,  including the shares of
         Common Stock that the identified person had the right to acquire within
         60 days of October 31, 1996  pursuant to the exercise of stock  options
         or conversion of securities.

(2)      Represents all shares of Common Stock underlying  options granted under
         the Plans to each Selling  Stockholder,  whether or not  exercisable as
         of, or within, 60 days of October 31, 1996.

(3)      Assumes  that the Selling  Stockholder  acquires and disposes of all of
         the  shares of Common  Stock  covered by this  Prospectus  and does not
         acquire any additional shares of Common

                                       11

<PAGE>



         Stock. Represents all shares of Common Stock underlying options granted
         under the Plans to each Selling Stockholder, whether or not exercisable
         as of, or  within,  60 days of  October  31,  1996,  and all  shares of
         unrestricted   Common   Stock   beneficially   owned  by  each  Selling
         Stockholder.

(4)      Includes 196,600  shares  of Common Stock owned by Dr. Gunter's spouse,
         P.  Diane Gunter.  Dr. Gunter is the Chairman of the Board of Directors
         and Chief Executive Officer of the Company.

(5)      Mr. Gardner is a Director and Secretary of the Company.

(6)      Mr. Doyle is a Director of the Company.

(7)      Mr. Nelson is a Director, and President of the Company.

(8)      Mr. Taylor is  Executive  Vice President and Chief Technical Officer of
         the  Company,  Vice  President  of  Hash  Tech,  and General Manager of
         Micromega,  Inc.,  which  are  both  wholly  owned  subsidiaries of the
         Company.


                                       12

<PAGE>



                            DESCRIPTION OF SECURITIES

Description of Securities

        The Shares offered  pursuant to this Prospectus are 1,274,274 shares of
Common Stock, par value $.02 per share. There are approximately 3,891,820 shares
of  Common  Stock  issued  and  outstanding  as of  October  31,  1996,  held by
approximately 1,460 record holders.

         The holders of Common Stock are entitled to such dividends,  if any, as
may be declared by the Board of Directors at its discretion out of funds legally
available for that purpose,  and to participate pro rata in any  distribution of
the Company's assets upon liquidation after the payment of all debts.

         The holders of Common Stock have no preemptive  or  conversion  rights,
nor are there any  redemption  or sinking  fund  rights  with  respect to Common
Stock. Holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of shareholders.  There is no cumulative voting with respect
to the election of directors,  which means that the holders of a majority of the
shares can elect all of the  directors  if they choose to do so, and the holders
of  the  remaining  shares  would  not be  able  to  elect  any  directors.  The
outstanding  shares  of  Common  Stock  are  validly  issued,   fully  paid  and
nonassessable.

         The above  summary of certain  provisions  of the Common Stock does not
purport to be complete  and is subject to, and is  qualified in its entirety by,
the  amended  Articles  of  Incorporation  of the  Company and the Bylaws of the
Company and by the provisions of applicable law.

Transfer Agent and Registrar

         The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer.

                    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

                                       13

<PAGE>



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
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.


                                       14

<PAGE>



                              PLAN OF DISTRIBUTION

         The shares of Common Stock  offered by this  Prospectus  may be sold by
the Selling Stockholders from time to time in broker transactions,  in privately
negotiated transactions,  through the facilities of the Nasdaq, or otherwise, at
market prices  prevailing  at the time of such sale, at prices  relating to such
prevailing market prices, or at negotiated  prices. The Company will not receive
any of the proceeds  from the sale of Common Stock by the Selling  Stockholders.
The net proceeds to the Selling  Stockholders  will be the proceeds  received by
them upon such sales, less brokerage commissions or other discounts.

         The Company will pay  substantially all of the expenses incident to the
registration  of the Common Stock offered  hereby,  other than  underwriting  or
brokerage discounts, commissions and selling expenses with respect to the shares
of Common  Stock being sold by the Selling  Stockholders.  There is no assurance
that the Selling  Stockholders will ultimately acquire or sell any or all of the
shares of Common Stock offered  hereby.  The Selling  Stockholders  and brokers,
dealers and other agents through whom sales are made by the Selling Stockholders
may be regarded as "underwriters"  within the meaning of the Securities Act, and
their compensation may be regarded as underwriters' compensation.


                                 LEGAL OPINIONS

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Snell & Wilmer, L.L.P., 111 East Broadway,  Suite
900, Salt Lake City, Utah 84111.


                                     EXPERTS

         The  consolidated  financial  statements  of the Company for the fiscal
year ended December 31, 1995 incorporated by reference in this prospectus,  have
been incorporated  herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent  accountants,  given on the  authority  of that firm as  experts  in
accounting and auditing.

         The financial statements and schedule of the Company as of December 31,
1994, and for each of the years in the two-year period then ended,  appearing in
the  Company's  1995  Annual  Report  on Form 10-K  have  been  incorporated  by
reference  herein in reliance upon the report of KPMG Peat Marwick,  independent
certified public  accountants,  incorporated by reference  herein,  and upon the
authority of said firm as experts in accounting and auditing.


                                       15

<PAGE>





No dealer, sales representative, or
other person has been authorized to
give any information or to make any
representation   not  contained  in
this  Prospectus  and,  if given or
made,    such     information    or
representation must  not  be relied                   1,274,274
upon  as having  been authorized by                 Common Shares
the    Company,     the     Selling
Securityholders,   or   any   other
person.  This  Prospectus  does not                TELS CORPORATION
constitute    an   offer   of   any
securities  other  than  those   to
which  it  relates  or  an offer to
sell, or a solicitation of an offer
to   buy,  to  any  person  in  any
jurisdiction where such an offer to
buy,   to   any   person   in   any
jurisdiction where such an offer or
solicitation  would   be  unlawful.
Neither   the   delivery  of   this
Prospectus   nor   any   sale  made
hereunder  and  thereunder   shall,
under any circumstances, create any
implication  that  the  information
contained  herein  is correct as of
any  time  subsequent  to  the date
hereof.


                                                     PROSPECTUS
                                                                               





          TABLE OF CONTENTS

                              Page

Available Information............3
Information Incorporated
  by Reference...................3
The Company......................5                              
Risk Factors.....................6
Use of Proceeds.................10
Selling Stockholders............10
Description of Securities.......13
Indemnification of Officers
 and Directors..................13
Plan of Distribution............15
Legal Opinions..................15
Experts.........................15
                                                 December 2, 1996











==================================         =====================================
                                       16
<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 July
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.


                                      II-1

<PAGE>



Item 5.           Interests of Named Experts and Counsel

         Not applicable.

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

                                      II-2

<PAGE>



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
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

         Included  among the shares of Common Stock  offered  hereby are 911,425
options and shares of Common  Stock  issued  pursuant  to the 1984  Plans.  Such
shares were issued to 42 persons  pursuant  to the  provisions  of 1984 plans in
reliance on Section 4(2) under the Securities Act.

         Pursuant to the 1993 Plan and the 1994 Directors Plan,  362,849 options
and shares  were  granted to certain  employees  and  directors  pursuant to the
provisions of such plans in reliance on Section 4(2) of the Securities Act.

         All of the Selling  Stockholders  to whom  shares of Common  Stock were
issued or options were granted under the Plans had at the time of such issuances
and grants preexisting  business or other  relationships with the Company or its
subsidiaries.

Item 8.           Exhibits

         Exhibit No.      Description

         4.1              TEL Electronics, Inc. 1994 Director Stock Option Plan.

         4.2              1993 TEL Electronics,  Inc. Stock Option and Incentive
                          Plan.

         4.3              1984  Incentive Stock Option Plan for Key Employees of
                          Telectronics,  Inc. (Previously  filed as Exhibit 10.2
                          to the Company's Registration Statement  on Form S-18,
                          SEC  File  No.  2-93915-D,  and incorporated herein by
                          reference).

                                      II-3

<PAGE>



         4.4               1984  Non-Qualified  Stock  Option Plan.  (Previously
                           filed  as  Exhibit 10.4 to the Company's Registration
                           Statement on  Form  S-18, SEC File No. 2-93915-D, and
                           incorporated herein by reference).

         4.5               1984 Executive Stock Bonus Plan. (Previously filed as
                           Exhibit 10.1 to the Company's Registration  Statement
                           on Form S-18, SEC File No. 2-93915-D and incorporated
                           herein by reference).

          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.

         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.

                                      II-4

<PAGE>



         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-5

<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-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 67511}]
{"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": "333-17149", "film-number": "96674993"}, "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)
                   ------------------------------------------

                 TEL Electronics, Inc. 1994 Director Option Plan
           1993 Tel Electronics, Inc. Stock Option and Incentive Plan
    1984 Incentive Stock Option Plan for Key Employees of Telectronics, Inc.
                      1984 Non-Qualified Stock Option Plan
                         1984 Executive Stock Bonus Plan

                              (Full title of plans)
                    -----------------------------------------

                             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 Plans (as defined herein).

                                          CALCULATION OF REGISTRATION FEE

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

Common Stock, $.02     1,274,274     $.5782         $736,785.23       $223.27
par value 
===================  ============= ============== ================= ============

                                        1
(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 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,  105,000 shares represent shares authorized for issuance
         upon  exercise of options  previously  granted by the Company under the
         1993 TEL  Electronics,  Inc. Stock Option and Incentive Plan (the "1993
         Plan"),  230,000 shares represent  shares  authorized for issuance upon
         exercise of options  previously  granted by the  Company  under the TEL
         Electronics, Inc. 1994 Director Option Plan (the "1994 Director Plan"),
         59,000 shares represent shares authorized for issuance upon exercise of
         options  previously  granted by the  Company  under the 1984  Incentive
         Stock Option Plan for Key  Employees  of  Telectronics,  Inc.,  343,250
         shares  represent  shares  authorized  for  issuance  upon  exercise of
         options  previously granted by the Company Under the 1984 Non-Qualified
         Stock Option Plan, and 537,024 shares are the shares  previously issued
         under the 1993 TEL  Electronics,  Inc. Stock Option and Incentive Plan,
         1984  Incentive  Stock Option Plan for Key  Employees of  Telectronics,
         Inc., the 1984 Executive  Stock Bonus Plan, and the 1984  Non-Qualified
         Stock Option Plan (the "1984  Plans").  The 1984 Plans,  the 1993 Plan,
         and the 1994 Directors Plan are collectively referred to hereinafter as
         the  "Plans."  There are a total of  2,000,000  shares of Common  Stock
         authorized for issuance under the 1993 Plan, the remaining 1,867,151 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.
         There are a total of  500,000  shares of Common  Stock  authorized  for
         issuance under the 1994 Directors Plan, the remaining  270,000 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.

         Pursuant  to  General  Instruction  C of Form  S-8,  this  Registration
Statement  contains a prospectus  meeting the requirements of Part I of Form S-3
relating to reofferings or resales by certain persons of up to 737,250 shares of
common stock, par value $.02 per share (the "Common Stock"), of TELS Corporation
to be acquired  pursuant to future  exercise of outstanding  stock options under
the TEL Electronics,  Inc. 1994 Director Option Plan, 1993 TEL Electronics, Inc.
Stock Option and Incentive Plan; 1984 Non-Qualified  Stock Option Plan, and 1984
Incentive Stock Option Plan for Key Employees of  Telectronics,  Inc., and up to
537,024 shares of Common Stock previously  acquired by certain persons under the
1984 Executive  Stock Bonus Plan;  1984  Non-Qualified  Stock Option Plan;  1984
Incentive  Stock Option Plan for Key Employees of  Telectronics,  Inc.; and 1993
TEL Electronics, Inc. Stock Option and Incentive Plan.
PROSPECTUS

                                TELS Corporation
                          406 West South Jordan Parkway
                                    Suite 250
                            South Jordan, Utah 84095
                                 (801) 571-1182
                     Common Stock, par value $.02 per share
                                1,274,274 Shares

         This  Prospectus  relates  to the resale or offer for sale of shares of
Common  Stock,  par  value  $.02  per  share  (the  "Common  Stock"),   of  TELS
Corporation,  a Utah corporation  (the  "Company"),  which have been acquired by
certain persons identified in this Prospectus (the "Selling  Stockholders"),  or
which may  hereafter  be  acquired  from time to time by  Selling  Stockholders,
including persons who may be deemed  affiliates of the Company,  pursuant to the
following  plans:  (i) 1984  Incentive  Stock  Option Plan for Key  Employees of
Telectronics,   Inc.;  (ii)  1984  Executive   Stock  Bonus  Plan;   (iii)  1984
Non-Qualified Stock Option Plan; (iv) TEL Electronics, Inc. 1994 Director Option
Plan (the "1994 Director Plan"); and (v) 1993 TEL Electronics, Inc. Stock Option
and Incentive Plan (the "1993 Plan"). The 1984 Incentive Stock Option Plan, 1984
Executive  Stock  Bonus  Plan,  and 1984  Non-Qualified  Stock  Option  Plan are
collectively referred to as the "1984 Plans." The 1993 Plan, 1994 Directors Plan
and 1984 Plans are sometimes  collectively referred to hereunder as the "Plans."
See "Selling Stockholders."

         The Common Shares are traded on the Nasdaq  SmallCap Market tier of the
Nasdaq  Stock Market  under the symbol  "TELS." On November  25, 1996,  the last
reported sales price of the Common Shares, as reported by Nasdaq, was $.5625 per
share.

         It is anticipated that sales or offers made pursuant to this Prospectus
will be effected by one or more of the Selling Stockholders in their discretion,
on a delayed or continuing basis from time to time in broker's transactions,  in
transactions directly with market makers, in privately negotiated  transactions,
through the  facilities of Nasdaq,  or otherwise,  with the timing and manner of
sales to be  determined  by the  Selling  Stockholders,  in each  case at market
prices  prevailing  at the  time  of  such  sale,  at  prices  relating  to such
prevailing  market prices,  or at negotiated  prices.  Such  transactions may be
effected directly by the Selling Stockholders,  each acting as principal for his
own  account,  or through  brokers,  dealers or other agents  designated  by the
Selling  Stockholders,  and such  brokers,  dealers or other  agents may receive
compensation in the form of  underwriting  discounts,  brokerage  commissions or
other concessions from the Selling  Stockholders or the purchasers of shares for
whom they may act as agent.  The Company  will not  receive any of the  proceeds
from  the  sale of  shares  of  Common  Stock by the  Selling  Stockholders.  In
connection  with such resales or offers for sale, the Selling  Stockholders  and
the brokers,  dealers or agents through whom shares may be sold may be deemed to
be "underwriters" as that term is defined in Section 2(11) of the Securities Act
of 1933, as amended (the  "Securities  Act"),  and any  commissions or discounts
received and any profit realized by them on the sale of shares may be considered
to be  underwriting  compensation.  To  the  Company's  knowledge,  no  specific
brokers, dealers or
agents have been  designated by the Selling  Stockholders  nor has any agreement
been entered into in respect of brokerage  commissions  or for the  exclusive or
coordinated  sale  of any  securities  which  may be  offered  pursuant  to this
Prospectus.  All  expenses  of  registration  incurred  in  connection  with the
registration  of these  securities,  other than any  underwriting  or  brokerage
discounts,  commissions  or selling  expenses  with  respect to the Common Stock
being sold by the Selling Stockholders, will be borne by the Company.

SEE "RISK FACTORS" ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
SECURITIES OFFERED HEREBY.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The Date of this Prospectus is December 2, 1996
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Securities and
Exchange  Commission (the  "Commission").  Reports,  proxy  statements and other
information filed by the Company with the Commission may be inspected and copied
at the public  reference  facilities  maintained by the  Commission at Judiciary
Plaza,  450 Fifth Street,  N.W., Room 1024,  Washington,  D.C. 20549, and at the
regional offices of the Commission located at 7 World Trade Center,  13th Floor,
New York, New York 10048,  and at Northwestern  Atrium Center,  500 West Madison
Street,  Suite 1400,  Chicago,  Illinois  60661.  Copies of such material may be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth  Street,  N.W.,  Washington,  D.C.  20549,  at prescribed  rates.  The
Company's  Common  Stock is listed  on Nasdaq  and  similar  information  can be
inspected  and copied at the offices of the National  Association  of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

         The Company has filed with the Commission a  registration  statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect to
the Common Stock offered hereby. This Prospectus,  which constitutes part of the
Registration Statement, does not contain all of the information contained in the
Registration  Statement and the exhibits thereto.  For further  information with
respect to the Company and the Common Stock offered hereby, reference is made to
the Registration Statement, including the exhibits thereto. Statements contained
herein  concerning  the  provisions of any documents  filed as an exhibit to the
Registration   Statement  or  otherwise   filed  with  the  Commission  are  not
necessarily  complete  and, in each  instance,  reference is made to the copy of
such document as so filed.  Each such  statement is qualified in its entirety by
such reference.

         No  person  is  authorized  to  give  any   information   or  make  any
representation  other than those  contained or incorporated by reference in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been  authorized.  This  Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer  or  solicitation  in such  jurisdiction.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall,  under any  circumstances,  create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof.

                      INFORMATION INCORPORATED BY REFERENCE

         The  following  documents  have  been  filed  by the  Company  with the
Commission and are hereby  incorporated by reference into this  Prospectus:  (1)
Annual  Report on Form 10-K for the fiscal year ended  December  31,  1995;  (2)
Quarterly  Report  on Form  10-Q for the  quarter  ended  March  31,  1996;  (3)
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996; (4) Quarterly
Report on Form 10-Q for the quarter ended  September 30, 1996; (5) the Notice of
Annual Meeting of Stockholders and Proxy Statement for the Company's 1995 Annual
Meeting  of  Stockholders  held on June 3, 1996,  pursuant  to Section 14 of the
Exchange

                                        3
Act; and (6) the description of the Company's  Common Stock,  par value $.02 per
share,  which is contained in the Company's Form 8-A filed on November 15, 1984.
All other documents and reports filed pursuant to Sections  13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the filing of a post-effective  amendment which indicates that all securities to
be offered  pursuant hereto have been sold or which  deregisters such securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Prospectus  and to be made a part  hereof  from the date of the  filing  of such
reports and 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 Prospectus 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 such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

         The Company will cause to be furnished  without  charge to each person,
including any beneficial  owner, to whom this Prospectus is delivered,  upon the
written  or  oral  request  of  such  person,  a copy  of  any or all  documents
incorporated  herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically  incorporated by reference in the document
which this Prospectus  incorporates).  Requests should be directed to Stephen M.
Nelson, President,  TELS Corporation,  406 West South Jordan Parkway, Suite 250,
South Jordan, Utah 84095; telephone (801) 571-1182.

                                        4
THE COMPANY

         The Company and its  subsidiaries  operate as a full service turnkey or
consignment  contract  manufacturer of printed circuit boards,  cable harnesses,
chassis wiring and electro-mechanical  assemblies,  and also design, build, sell
and  service   microprocessor  based  computer  systems  for  telecommunications
applications in various  industries,  with a particular  emphasis in the lodging
industry. Until early 1996, the Company also operated personal computer reseller
and systems  integrator  businesses,  which businesses have been discontinued by
the Company.

         The Company  was  incorporated  in February  1981 under the laws of the
State of Utah and its executive offices and research and development  facilities
are located at 406 West South Jordan  Parkway,  Suite 250,  South  Jordan,  Utah
84095,  telephone number (801) 571-1182.  The Company and its subsidiaries  also
own and occupy  manufacturing  facilities  located in American Fork, Utah and in
Santa Clara,  California.  The Company and its subsidiaries employ approximately
130 full time employees.

         As provided by the "Safe Harbor Statement under the Private  Securities
Litigation  Reform Act of 1995," which  became law in late  December  1995,  the
Company  cautions  readers  that,  in  addition  to the  historical  information
contained herein, this registration  statement includes certain  forward-looking
statements,  assumptions and discussions which involve risks and  uncertainties,
including,  but not limited to,  economic,  competitive and capital  marketplace
factors which effect the Company's operations,  markets, products,  services and
prices and could cause the Company's  future results and  stockholder  values to
differ materially from those expressed in any forward-looking  comments made by,
or on behalf of, the Company.

                                        5
RISK FACTORS

Recent Operating Losses

         The  Company  has  experienced  recent  net  losses  as a result of the
discontinuation  of its  personal  computer  reseller  and  systems  integration
operations,  and as a  result  of  decreased  sales  of  its  telecommunications
products,  which  historically  have  accounted for  significantly  higher gross
profits than other sectors of the Company. Although management believes that the
Company can return to  profitability in 1996, there can be no assurances that it
will do so.

Rapid Technological Change and Frequent New Product Introductions

         The market for the Company's  products and services is characterized by
rapid technological change and frequent new product introductions.  For example,
it is expected that recent changes in the telecommunications  industry caused by
changes in the North American  Numbering  Plan and North  American  Dialing Plan
relating  to the  numbering  plan and method for making  telephone  calls in the
United   States   will   require   further    development   in   the   Company's
telecommunications    products    and    enhancements.    In    addition,    the
telecommunications   industry  currently  is  experiencing  significant  changes
characterized   by  the  aggressive   pursuit  of  independent   activities  and
opportunities by cable television and utility concerns in the telecommunications
marketplace.  The impact of these changes  cannot be determined at this time and
could result in changing  markets for and increased  competition with respect to
the Company's  products and  technologies.  The Company believes that its future
success  depends  upon its ability to develop and market  products  and services
which  incorporate  new  technologies,  and to enhance  and expand its  existing
product lines.  There can be no assurance that the Company can develop or market
new products or services  successfully,  or respond effectively to technological
changes or new product  announcements by its  competitors,  or that it will have
sufficient capital when required to implement such strategies.

                                        6
Aggressive Competition

         The  telecommunications  and computer  component  industries are highly
competitive. The Company's sales and potential profitability will be effected by
competition  from other  businesses,  including  established  firms with greater
financial and technical resources.  The Company is aware of numerous competitors
which  provide  products and services  similar to those  offered by the Company,
including the regional Bell  operating  companies.  Additional  competitors  may
exist which are not known to the Company,  and still others may enter the market
as demand for the Company's  products and services expands.  The Company's sales
and  marketing  efforts  will  be  critical  as the  Company  continues  to face
competition in the marketplace. There can be no assurance that the Company will,
in the  future,  be able  to  provide  the  technological  enhancements  and new
products  necessary to maintain its  competitive  position,  or that the Company
will have the  financial  resources to make the required  investments  in sales,
marketing,  engineering,  and research and development, or that the Company will
be able to  develop or  sustain a  competitive  position  for its  products  and
services.  The  Company's  results may be effected  adversely  by the actions of
existing or future  competitors,  including the development of new technologies,
the  introduction  of new products and the reduction of prices to gain or retain
market share.

Industry Standards Effecting Manufacturing Businesses

         The  Company's  electronics   production  and  contract   manufacturing
operations  are certified in accordance  with ISO 9002,  which is a set of rigid
quality standards adopted by the international business community. The Company's
management  believes that its continued ISO 9002  certification will enhance the
Company's  ability to compete and is vital to the success of its operations.  No
assurances can be given that the Company's  operations will comply with existing
ISO 9002 certification  standards, or that such standards will not be altered or
interpreted  in ways that  adversely  effect the  Company's  future or  existing
compliance with such standards.

Dependence on Senior Management and Key Employees

         The  Company's  success  depends  to  a  significant  extent  upon  the
performance of its executive  officers and other key personnel.  The loss of the
services of any of its executive  officers or other key  employees  could have a
material  adverse effect on the Company.  The Company's future success will also
be  dependent in part upon its ability to attract and retain  additional  highly
qualified  personnel.  There  can be no  assurance  that  the  Company  will  be
successful in attracting and retaining such persons.

Dependence Upon Strategic Alliances or Relationships

         The  Company's  future success may, in part, depend upon its ability to
develop  strategic  alliances  or  relationships  with  dealers  and with  other
marketing and sales partners. The

                                        7
Company may be  dependent  on the  subsequent  success of such third  parties to
market and distribute  its products.  There can be no assurance that the Company
will be able to develop strategic  relationships,  or that any strategic partner
will contractually  commit to utilize the Company's products or technology.  The
inability of the Company to develop and maintain strategic  relationships  could
have a material adverse effect on the Company's business. In addition, there can
be no assurance  that the Company's  collaborators  will not pursue  alternative
technologies  or  develop  alternative  products  either  on  their  own  or  in
collaboration with others, including the Company's competitors.

Dependence on Suppliers

         Certain  components  used in the  Company's  products are obtained from
third party suppliers and subcontractors.  Although to date the Company has been
able to obtain adequate supplies of these components, the Company's inability in
the future to obtain  sufficient  components or to develop  alternative  sources
could result in delays in product introductions or shipments, which could have a
material adverse effect on the Company's operating results.

Proprietary Rights

         The  success  of the  Company  will be  dependent  upon its  ability to
protect its  intellectual  property and maintain the  proprietary  nature of its
technology.  The Company does not hold and has not applied for any patents.  The
Company seeks  copyright  protection for its names,  software and  developmental
products.  There can be no  assurance  as to the  range or degree of  protection
which the  Company's  existing or future  copyrights  will afford or that others
will not obtain copyrights similar to those issued to the Company.  There can be
no assurance that any  copyrights  claimed by the Company will not be challenged
by third parties, invalidated,  rendered unenforceable or designed around. There
can be no  assurance  that the Company  will be  successful  in  protecting  its
proprietary rights. No assurance can be given that the Company's technology will
not infringe patents or proprietary  rights of others,  nor that the Company can
obtain licenses to use such proprietary rights if necessary. In addition,  there
can be no  assurance  that the  Company's  competitors  will  not  independently
develop  technologies  that are  substantially  equivalent  or  superior  to the
Company's  technology.  Further,  the laws of  certain  countries  in which  the
Company's  products  may be  sold or  licensed  may not  protect  the  Company's
products and intellectual  property rights to the same extent as the laws of the
United States.

Government Regulation

         The Federal  Communications  Commission ("FCC") regulates,  among other
things, the  interconnection  of communications  equipment with telephone lines,
radiation  emanations of certain  equipment,  and the ability of public switched
network services (such as the Company's lodging industry and other customers) to
earn  revenues  through the re-sale of telephone  calls.  Although the Company's
products which are subject to such regulations have complied with

                                        8
applicable  FCC  regulations  and have received FCC  approvals,  there can be no
assurance  that the Company's new products will meet future FCC  regulations  or
that  existing  regulations  will not be  altered  or  interpreted  in ways that
adversely  affect  the  Company's  ability  to  maintain  and  receive  such FCC
approvals.

Customer Concentrations

         Certain of the Company's  current product sales are  concentrated  with
one or  more  customers,  which  customers  are  responsible  for a  significant
percentage of the Company's  revenue from sales of such  products.  Although the
Company believes that its current relationships with its customers are good, the
loss of one or more of its major customers could have a material  adverse effect
on the Company.

Holdings By Existing Shareholders

         The current  officers  and  directors of the Company  beneficially  own
approximately  24% of the  outstanding  shares of Common  Stock of the  Company.
Certain of such  shareholders  also hold stock  options to  purchase  additional
Common Stock, the exercise of which would increase their  percentage  beneficial
ownership of the Company.  Accordingly,  the officers and directors, acting as a
group, will likely be able to exert significant influence on the election of the
Company's  directors  and with  respect  to other  corporate  actions  requiring
shareholder  approval.  The  continuing  ownership  of such  securities  by such
shareholders could have the effect of delaying or preventing a change in control
of the Company.

Dilution

         Certain  events,  such as the  issuance  of  additional  Common  Stock,
including  the  issuance  of such  shares upon the  exercise  or  conversion  of
outstanding  options,  could result in substantial dilution of the Common Stock.
The issuance of such Common  Shares,  including the shares of Common Stock which
the Company is registering  for resale herein,  and the potential  "overhang" of
such shares on the market, could adversely affect the prevailing market price of
the Company's Common Stock and result in dilution to existing shareholders.

No Dividends

         The Company has not paid any  dividends on its Common  Stock,  and does
not plan to pay  dividends on its Common Stock for the  foreseeable  future.  In
addition,  the provisions of certain of the Company's loan  agreements  prohibit
the payment of dividends without the prior agreement of the Company's lender.

                                        9
USE OF PROCEEDS

         The Company will not receive any of the  proceeds  from the sale of the
shares  of Common  Stock  offered  hereby.  However,  if all of the  outstanding
options under the Plans were exercised, the Company would receive gross proceeds
of $644,513,  which  proceeds the Company  expects to use for general  corporate
purposes.

                              SELLING STOCKHOLDERS

         Shares of the  Company's  Common  Stock  offered  hereby by the Selling
Stockholders  will be acquired  upon the  exercise of stock  options  previously
granted by the Company  under the 1993 Plan and under the 1994  Directors  Plan,
and pursuant to the  issuance of shares of Common  Stock upon  exercise of stock
options under the 1984 Plans.  The following  table  provides  information  with
respect to the shares of Common  Stock owned by each Selling  Stockholder  as of
October 31, 1996, and as adjusted to reflect the sale of the securities  offered
hereby,  by the Selling  Stockholders.  Except as  otherwise  indicated,  to the
knowledge  of the  Company,  all  persons  listed  below  have sole  voting  and
investment  power with  respect to their  securities,  except to the extent that
authority is shared by spouses under applicable law or as otherwise noted below.
Number of Common Shares
                                                                 Acquired or to be
                                     Common Shares             Acquired Pursuant to            Common Shares
                                     Beneficially               the Plan and Which              Beneficially
                                     Owned Prior to               May be Offered                Owned After
     Name of                         the Offering(1)            Pursuant Hereto (2)            the Offering(3)
                                  --------------------       -----------------------         -------------------
Selling Stockholder               Number       Percent               Number                  Number      Percent
-------------------               ------       -------               ------                  ------      -------
Dr. John L. Gunter(4)             734,600        17%                350,000                  394,600(4)     10%
Willard H. Gardner(5)             147,000         3%                152,000                    12,000       *
David K. Doyle(6)                 139,000         3%                140,000                    16,000       *
Stephen M. Nelson(7)              289,500         7%                282,500                     8,000       *
R. James Taylor(8)                 69,240         2%                123,374                       0          0%
Janet Roundy                        9,500         *                  12,875                      625        *
Vaughn Moulton                     27,125         *                  39,125                       0          0%
Susan Wilcox                       16,250         *                  26,250                       0          0%
Patrick B. Hansen                   7,250         *                  11,250                       0          0%
John Lee Gunter, II                 2,615         *                   2,000                     1,015       *
Diane McPhie                        1,600         *                   2,000                       0          0%
Monica Riding                       1,600         *                   2,000                       0          0%
Bruce Tenney                        1,600         *                   2,000                       0          0%
Gail Bradley                        1,666         *                   2,500                       0          0%
Rita Shemberger                     1,667         *                   2,500                       0          0%
Deborah Wallford                    4,333         *                  11,000                       0          0%
10
Kurt Holmstead                      1,250         *                   1,250                       0          0%
Sean Gunter                        25,000         *                  68,500                      500        *
Robert Albinowski                   4,000         *                   4,000                       0          0%
Suzanne Albinowski                  2,000         *                   2,000                       0          0%
Michael Allison                     1,000         *                   1,000                       0          0%
Dennis Anderson                     1,000         *                   1,000                       0          0%
Lynn Anderson                       1,000         *                   1,000                       0          0%
Linda R. Bolin                        100         *                     100                       0          0%
Laura M. Buckley-Frost                100         *                     100                       0          0%
Ronald E. Busby                       100         *                     100                       0          0%
Roy B. Butterworth                    100         *                     100                       0          0%
Marcella C. Chandler                  100         *                     100                       0          0%
Karen A. Chandler                     100         *                     100                       0          0%
Stephen K. Clark                    1,250         *                   1,250                       0          0%
Jeff Frier                          1,000         *                   1,000                       0          0%
Ray M. Harding, Jr.                22,000         *                   6,000                  16,000         *%
James W. Head                         100         *                     100                       0          0%
Deborah Hicken                      1,000         *                   1,000                       0          0%
Rob Hill                            1,000         *                   1,000                       0          0%
Alan Lebaron                        1,000         *                   1,000                       0          0%
Mark Lee                            1,000         *                   1,000                       0          0%
Sandra Lew-Moll                     1,000         *                   1,000                       0          0%
Frank Melville                      1,000         *                   1,000                       0          0%
Sherie Leo-Mumford                  4,000         *                   4,000                       0          0%
John E. Pepper                      1,000         *                   1,000                       0          0%
Dixie Roundy                        1,000         *                   1,000                       0          0%
Nello Tanner                        1,000         *                   1,000                       0          0%
Rolf Thompson                       1,000         *                   1,000                       0          0%
Richard F. Wall                       100         *                     100                       0          0%
David Williford                       100         *                     100                       0          0%
Malini Wright                       1,000         *                   1,000                       0          0%
Kenith Babbs                            0         *                  10,000                       0          0%
-----------------------
*        Less than one percent.

(1)      Includes all Common Stock beneficially owned by the Selling Stockholder
         as a percentage of the 4,436,002  shares of restricted and free trading
         Common Stock  outstanding on October 31, 1996,  including the shares of
         Common Stock that the identified person had the right to acquire within
         60 days of October 31, 1996  pursuant to the exercise of stock  options
         or conversion of securities.

(2)      Represents all shares of Common Stock underlying  options granted under
         the Plans to each Selling  Stockholder,  whether or not  exercisable as
         of, or within, 60 days of October 31, 1996.

(3)      Assumes  that the Selling  Stockholder  acquires and disposes of all of
         the  shares of Common  Stock  covered by this  Prospectus  and does not
         acquire any additional shares of Common

                                       11
Stock. Represents all shares of Common Stock underlying options granted
         under the Plans to each Selling Stockholder, whether or not exercisable
         as of, or  within,  60 days of  October  31,  1996,  and all  shares of
         unrestricted   Common   Stock   beneficially   owned  by  each  Selling
         Stockholder.

(4)      Includes 196,600  shares  of Common Stock owned by Dr. Gunter's spouse,
         P.  Diane Gunter.  Dr. Gunter is the Chairman of the Board of Directors
         and Chief Executive Officer of the Company.

(5)      Mr. Gardner is a Director and Secretary of the Company.

(6)      Mr. Doyle is a Director of the Company.

(7)      Mr. Nelson is a Director, and President of the Company.

(8)      Mr. Taylor is  Executive  Vice President and Chief Technical Officer of
         the  Company,  Vice  President  of  Hash  Tech,  and General Manager of
         Micromega,  Inc.,  which  are  both  wholly  owned  subsidiaries of the
         Company.

                                       12
DESCRIPTION OF SECURITIES

Description of Securities

        The Shares offered  pursuant to this Prospectus are 1,274,274 shares of
Common Stock, par value $.02 per share. There are approximately 3,891,820 shares
of  Common  Stock  issued  and  outstanding  as of  October  31,  1996,  held by
approximately 1,460 record holders.

         The holders of Common Stock are entitled to such dividends,  if any, as
may be declared by the Board of Directors at its discretion out of funds legally
available for that purpose,  and to participate pro rata in any  distribution of
the Company's assets upon liquidation after the payment of all debts.

         The holders of Common Stock have no preemptive  or  conversion  rights,
nor are there any  redemption  or sinking  fund  rights  with  respect to Common
Stock. Holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of shareholders.  There is no cumulative voting with respect
to the election of directors,  which means that the holders of a majority of the
shares can elect all of the  directors  if they choose to do so, and the holders
of  the  remaining  shares  would  not be  able  to  elect  any  directors.  The
outstanding  shares  of  Common  Stock  are  validly  issued,   fully  paid  and
nonassessable.

         The above  summary of certain  provisions  of the Common Stock does not
purport to be complete  and is subject to, and is  qualified in its entirety by,
the  amended  Articles  of  Incorporation  of the  Company and the Bylaws of the
Company and by the provisions of applicable law.

Transfer Agent and Registrar

         The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer.

                    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

                                       13
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
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.

                                       14
PLAN OF DISTRIBUTION

         The shares of Common Stock  offered by this  Prospectus  may be sold by
the Selling Stockholders from time to time in broker transactions,  in privately
negotiated transactions,  through the facilities of the Nasdaq, or otherwise, at
market prices  prevailing  at the time of such sale, at prices  relating to such
prevailing market prices, or at negotiated  prices. The Company will not receive
any of the proceeds  from the sale of Common Stock by the Selling  Stockholders.
The net proceeds to the Selling  Stockholders  will be the proceeds  received by
them upon such sales, less brokerage commissions or other discounts.

         The Company will pay  substantially all of the expenses incident to the
registration  of the Common Stock offered  hereby,  other than  underwriting  or
brokerage discounts, commissions and selling expenses with respect to the shares
of Common  Stock being sold by the Selling  Stockholders.  There is no assurance
that the Selling  Stockholders will ultimately acquire or sell any or all of the
shares of Common Stock offered  hereby.  The Selling  Stockholders  and brokers,
dealers and other agents through whom sales are made by the Selling Stockholders
may be regarded as "underwriters"  within the meaning of the Securities Act, and
their compensation may be regarded as underwriters' compensation.

                                 LEGAL OPINIONS

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Snell & Wilmer, L.L.P., 111 East Broadway,  Suite
900, Salt Lake City, Utah 84111.

                                     EXPERTS

         The  consolidated  financial  statements  of the Company for the fiscal
year ended December 31, 1995 incorporated by reference in this prospectus,  have
been incorporated  herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent  accountants,  given on the  authority  of that firm as  experts  in
accounting and auditing.

         The financial statements and schedule of the Company as of December 31,
1994, and for each of the years in the two-year period then ended,  appearing in
the  Company's  1995  Annual  Report  on Form 10-K  have  been  incorporated  by
reference  herein in reliance upon the report of KPMG Peat Marwick,  independent
certified public  accountants,  incorporated by reference  herein,  and upon the
authority of said firm as experts in accounting and auditing.

                                       15
No dealer, sales representative, or
other person has been authorized to
give any information or to make any
representation   not  contained  in
this  Prospectus  and,  if given or
made,    such     information    or
representation must  not  be relied                   1,274,274
upon  as having  been authorized by                 Common Shares
the    Company,     the     Selling
Securityholders,   or   any   other
person.  This  Prospectus  does not                TELS CORPORATION
constitute    an   offer   of   any
securities  other  than  those   to
which  it  relates  or  an offer to
sell, or a solicitation of an offer
to   buy,  to  any  person  in  any
jurisdiction where such an offer to
buy,   to   any   person   in   any
jurisdiction where such an offer or
solicitation  would   be  unlawful.
Neither   the   delivery  of   this
Prospectus   nor   any   sale  made
hereunder  and  thereunder   shall,
under any circumstances, create any
implication  that  the  information
contained  herein  is correct as of
any  time  subsequent  to  the date
hereof.

                                                     PROSPECTUS
                                                                               

          TABLE OF CONTENTS

                              Page

Available Information............3
Information Incorporated
  by Reference...................3
The Company......................5                              
Risk Factors.....................6
Use of Proceeds.................10
Selling Stockholders............10
Description of Securities.......13
Indemnification of Officers
 and Directors..................13
Plan of Distribution............15
Legal Opinions..................15
Experts.........................15
                                                 December 2, 1996

==================================         =====================================
                                       16
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 July
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.

                                      II-1
Item 5.           Interests of Named Experts and Counsel

         Not applicable.

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

                                      II-2
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
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

         Included  among the shares of Common Stock  offered  hereby are 911,425
options and shares of Common  Stock  issued  pursuant  to the 1984  Plans.  Such
shares were issued to 42 persons  pursuant  to the  provisions  of 1984 plans in
reliance on Section 4(2) under the Securities Act.

         Pursuant to the 1993 Plan and the 1994 Directors Plan,  362,849 options
and shares  were  granted to certain  employees  and  directors  pursuant to the
provisions of such plans in reliance on Section 4(2) of the Securities Act.

         All of the Selling  Stockholders  to whom  shares of Common  Stock were
issued or options were granted under the Plans had at the time of such issuances
and grants preexisting  business or other  relationships with the Company or its
subsidiaries.

Item 8.           Exhibits

         Exhibit No.      Description

         4.1              TEL Electronics, Inc. 1994 Director Stock Option Plan.

         4.2              1993 TEL Electronics,  Inc. Stock Option and Incentive
                          Plan.

         4.3              1984  Incentive Stock Option Plan for Key Employees of
                          Telectronics,  Inc. (Previously  filed as Exhibit 10.2
                          to the Company's Registration Statement  on Form S-18,
                          SEC  File  No.  2-93915-D,  and incorporated herein by
                          reference).

                                      II-3
4.4               1984  Non-Qualified  Stock  Option Plan.  (Previously
                           filed  as  Exhibit 10.4 to the Company's Registration
                           Statement on  Form  S-18, SEC File No. 2-93915-D, and
                           incorporated herein by reference).

         4.5               1984 Executive Stock Bonus Plan. (Previously filed as
                           Exhibit 10.1 to the Company's Registration  Statement
                           on Form S-18, SEC File No. 2-93915-D and incorporated
                           herein by reference).

          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.

         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.

                                      II-4
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-5
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-6