<PAGE>
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1996

                                                       REGISTRATION NO. 333-____
================================================================================
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

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

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

                          PREMIERE TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            GEORGIA                                           59-3074176
 (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

3399 PEACHTREE ROAD, N.E., THE LENOX BUILDING, SUITE 400, ATLANTA, GEORGIA 30326
                                 (404) 237-2911
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                          PREMIERE TECHNOLOGIES, INC.
                       STOCK PURCHASE WARRANT AGREEMENTS
                         WARRANT TRANSACTION STATEMENTS

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

                                BOLAND T. JONES
                CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT
                          PREMIERE TECHNOLOGIES, INC.
                           3399 PEACHTREE ROAD, N.E.
                         THE LENOX BUILDING, SUITE 400
                             ATLANTA, GEORGIA 30326
                                 (404) 237-2911

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   COPIES TO:
                            JEFFREY A. ALLRED, ESQ.
                                 ALSTON & BIRD
                        1201 WEST PEACHTREE STREET, N.E.
                          ATLANTA, GEORGIA  30309-3424
                                 (404) 881-7000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
 TITLE OF SECURITIES    AMOUNT TO BE         PROPOSED MAXIMUM             PROPOSED MAXIMUM           AMOUNT OF
  TO BE REGISTERED      REGISTERED(1)   OFFERING PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2)  REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                          <C>                          <C>
Common Stock, $.01          541,944              $21.3125                  $11,550,181.50             $3,983
par value
====================================================================================================================
</TABLE>

(1)  This Registration Statement also covers any additional shares that may
     hereafter become issuable as a result of the adjustment and antidilution
     provisions of the Stock Purchase Warrant Agreements.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the high and
     low prices of the Registrant's Common Stock on August 29, 1996, as reported
     by the National Association of Securities Dealers automated quotation
     system.
================================================================================
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Premiere Technologies, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement as of their respective
dates:

(a)  The Company's form of Prospectus filed pursuant to Rule 424(b) of the
     Securities Act of 1933 with the Commission on March 6, 1996.

(b)  The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     1996, filed with the Commission on May 15, 1996.

(c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
     1996, filed with the Commission on August 14, 1996.

(d)  The description of the Company's Common Stock contained in the Company's
     Registration Statement on Form 8-A filed February 14, 1996, and Form 8-A/A
     filed February 29, 1996, as amended by various reports and other documents
     filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").

     All documents filed by the Company pursuant to Sections 13, 14 and 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
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 part hereof from the date of filing such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

     The legality of issuance of the securities being registered hereby has been
passed upon by the law firm of Alston & Bird, counsel for the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

     The Georgia Business Corporation Code permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its 

                                      II-2
<PAGE>
 
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of a
director:  (i) for an appropriation, in violation of his duties, of any business
opportunity of the corporation; (ii) for acts or omissions which involve knowing
or intentional misconduct or a knowing violation of law; (iii) for unlawful
corporate distributions; or (iv) for any transaction from which the director
received an improper personal benefit.  This provision pertains only to breaches
of duty by directors in their capacity as directors (and not in any other
corporate capacity, such as officers) and limits liability only for breaches of
fiduciary duties under Georgia corporate law (and not for violation of other
laws, such as the federal securities laws).  The Company's Articles of
Incorporation (the "Articles") exonerate the Company's directors from monetary
liability to the extent permitted by this statutory provision.

     In addition to such rights as may be provided by law, the Company's Bylaws
provide broad indemnification rights to the Company's directors and such
officers, employees and agents as may be selected by such directors, with
respect to various civil and criminal liabilities and losses which may be
incurred by such director, officer, agent or employee pursuant to any pending or
threatened litigation or other proceedings, except that such indemnification
does not apply in the same situations described above with respect to the
exculpation from liability of the Company's directors.  The Company is also
obligated to reimburse such directors and other parties for expenses, including
legal fees, court costs and expert witness fees, incurred by such person in
defending against any such liabilities and losses, as long as such person in
good faith believes that he or she acted in accordance with the applicable
standard of conduct with respect to the underlying accusations giving rise to
such liabilities or losses and agrees to repay to the Company any advances made
under the Bylaws.  Any amendment or other modification to the Bylaws which
limits or otherwise adversely affects the rights to indemnification currently
provided therein shall apply only to proceedings based upon actions and events
occurring after such amendment and delivery of notice thereof to the indemnified
parties.  Such amendments can only be made upon the affirmative vote of (i) the
holders of at least 75% of the shares entitled to vote to alter, amend or repeal
the provisions of the Bylaws or (ii) a majority of the Board of Directors
present at the meeting at which the vote is held.

     The Company has entered into separate indemnification agreements with each
of its directors and certain of its officers and employees, whereby the Company
agreed, among other things, to provide for indemnification and advancement of
expenses in a manner and subject to terms and conditions similar to those set
forth in the Bylaws.  These agreements may not be abrogated by action of the
shareholders.  There is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Company as to which
indemnification is being sought, nor is the Company aware of any pending or
threatened litigation that may result in claims for indemnification by any
director, employee or other agent.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 

Not applicable.

                                      II-3
<PAGE>
 
ITEM 8.   EXHIBITS.
          -------- 

Exhibit
Number
- ------

4.1  Articles of Incorporation of the Company./(1)/

4.2  Amended and Restated Bylaws of the Company./(1)/

4.3  Form of Stock Purchase Warrant Agreement.

4.4  Form of Warrant Transaction Statement.

5.1  Opinion of Alston & Bird, counsel to the Registrant, as to legality of
     securities being registered.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Alston & Bird (included as part of Exhibit 5.1).

24.1 Power of Attorney (contained on signature page of this filing).
- -------------- 
(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (No. 33-80547).

ITEM 9.   UNDERTAKINGS.

(a)  The Company hereby undertakes:

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

          (i)   Not applicable.

          (ii)  Not applicable.

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

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered

                                      II-4
<PAGE>
 
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

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

(b)  The Company hereby undertakes that, for purposes of determining any
     liability under the Securities Act, each filing of the Company's annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange 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 offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Not applicable.

(d)  Not applicable.

(e)  Not applicable.

(f)  Not applicable.

(g)  Not applicable.

(h)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Company pursuant to the foregoing provisions, or otherwise, the Company has
     been advised that in the opinion of the 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 Company of expenses incurred or
     paid by a director, officer or controlling person of the Company 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 Company 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 Company
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 Atlanta, State of Georgia, on August 30, 1996.


                              Premiere Technologies, Inc.


                              By:  /s/ Boland T. Jones
                                 ------------------------------
                                 Boland T. Jones
                                 Chairman of the Board and
                                 President

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Boland T. Jones and Patrick G. Jones, and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all which said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do, or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on August 30,
1996, in the capacities and on the dates indicated.

 
         Signature                         Title                      Date
- ---------------------------  ----------------------------------  ---------------

/s/ Boland T. Jones              Chairman of the Board and       August 30, 1996
- ---------------------------    President (principal executive
Boland T. Jones                           officer)
 

/s/ D. Gregory Smith            Executive Vice President and     August 30, 1996
- ---------------------------               Director
D. Gregory Smith

                                      II-6
<PAGE>
 
         Signature                         Title                      Date
- ---------------------------  ----------------------------------  ---------------

/s/ Patrick G. Jones         Senior Vice President of Finance    August 30, 1996
- ---------------------------  and Legal, Treasurer and
Patrick G. Jones             Secretary (principal financial
                             and accounting officer)

 
/s/ George W. Baker, Sr.     Director                            August 30, 1996
- ---------------------------
George W. Baker, Sr.

 
/s/ Eduard J. Mayer          Director                            August 30, 1996
- ---------------------------
Eduard J. Mayer
 
 
/s/ Robert A. Jetmundsen     Director                            August 30, 1996
- ---------------------------
Robert A. Jetmundsen
 

                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX

 
EXHIBIT                                                           SEQUENTIAL
NUMBER                     EXHIBIT                                 PAGE NO.
- ---------  ----------------------------------------               ----------
                                                    
      4.1  Articles of Incorporation of the Company./(1)/
      4.2  Amended and Restated Bylaws of the Company./(1)/
      4.3  Form of Stock Purchase Warrant Agreement.
      4.4  Form of Warrant Transaction Statement.
      5.1  Opinion of Alston & Bird, counsel to the Registrant, 
           as to legality of securities being registered.
     23.1  Consent of Arthur Andersen LLP.
     23.2  Consent of Alston & Bird (included as part of 
           Exhibit 5.1).
     24.1  Power of Attorney (contained on signature page 
           of this filing).

- ----------- 
(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (No. 22-80547).

                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18059}]
{"company-data": {"conformed-name": "PREMIERE TECHNOLOGIES INC", "cik": "0000880804", "assigned-sic": "4899", "irs-number": "593074176", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11281", "film-number": "96624889"}, "business-address": {"street1": "3399 PEACHTREE ROAD NE", "street2": "LENOX BUILDING SUITE 400", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "4042628435"}, "mail-address": {"street1": "3399 PEACHTREE RD NE", "street2": "STE 400", "city": "ATLANTA", "state": "GA", "zip": "30326"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1996

                                                       REGISTRATION NO. 333-____
================================================================================
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

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

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

                          PREMIERE TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            GEORGIA                                           59-3074176
 (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

3399 PEACHTREE ROAD, N.E., THE LENOX BUILDING, SUITE 400, ATLANTA, GEORGIA 30326
                                 (404) 237-2911
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                          PREMIERE TECHNOLOGIES, INC.
                       STOCK PURCHASE WARRANT AGREEMENTS
                         WARRANT TRANSACTION STATEMENTS

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

                                BOLAND T. JONES
                CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT
                          PREMIERE TECHNOLOGIES, INC.
                           3399 PEACHTREE ROAD, N.E.
                         THE LENOX BUILDING, SUITE 400
                             ATLANTA, GEORGIA 30326
                                 (404) 237-2911

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   COPIES TO:
                            JEFFREY A. ALLRED, ESQ.
                                 ALSTON & BIRD
                        1201 WEST PEACHTREE STREET, N.E.
                          ATLANTA, GEORGIA  30309-3424
                                 (404) 881-7000

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================
 TITLE OF SECURITIES    AMOUNT TO BE         PROPOSED MAXIMUM             PROPOSED MAXIMUM           AMOUNT OF
  TO BE REGISTERED      REGISTERED(1)   OFFERING PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2)  REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01          541,944              $21.3125                  $11,550,181.50             $3,983
par value
====================================================================================================================
(1)  This Registration Statement also covers any additional shares that may
     hereafter become issuable as a result of the adjustment and antidilution
     provisions of the Stock Purchase Warrant Agreements.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the high and
     low prices of the Registrant's Common Stock on August 29, 1996, as reported
     by the National Association of Securities Dealers automated quotation
     system.
================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Premiere Technologies, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement as of their respective
dates:

(a)  The Company's form of Prospectus filed pursuant to Rule 424(b) of the
     Securities Act of 1933 with the Commission on March 6, 1996.

(b)  The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     1996, filed with the Commission on May 15, 1996.

(c)  The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
     1996, filed with the Commission on August 14, 1996.

(d)  The description of the Company's Common Stock contained in the Company's
     Registration Statement on Form 8-A filed February 14, 1996, and Form 8-A/A
     filed February 29, 1996, as amended by various reports and other documents
     filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").

     All documents filed by the Company pursuant to Sections 13, 14 and 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
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 part hereof from the date of filing such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

     The legality of issuance of the securities being registered hereby has been
passed upon by the law firm of Alston & Bird, counsel for the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

     The Georgia Business Corporation Code permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its 

                                      II-2
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of a
director:  (i) for an appropriation, in violation of his duties, of any business
opportunity of the corporation; (ii) for acts or omissions which involve knowing
or intentional misconduct or a knowing violation of law; (iii) for unlawful
corporate distributions; or (iv) for any transaction from which the director
received an improper personal benefit.  This provision pertains only to breaches
of duty by directors in their capacity as directors (and not in any other
corporate capacity, such as officers) and limits liability only for breaches of
fiduciary duties under Georgia corporate law (and not for violation of other
laws, such as the federal securities laws).  The Company's Articles of
Incorporation (the "Articles") exonerate the Company's directors from monetary
liability to the extent permitted by this statutory provision.

     In addition to such rights as may be provided by law, the Company's Bylaws
provide broad indemnification rights to the Company's directors and such
officers, employees and agents as may be selected by such directors, with
respect to various civil and criminal liabilities and losses which may be
incurred by such director, officer, agent or employee pursuant to any pending or
threatened litigation or other proceedings, except that such indemnification
does not apply in the same situations described above with respect to the
exculpation from liability of the Company's directors.  The Company is also
obligated to reimburse such directors and other parties for expenses, including
legal fees, court costs and expert witness fees, incurred by such person in
defending against any such liabilities and losses, as long as such person in
good faith believes that he or she acted in accordance with the applicable
standard of conduct with respect to the underlying accusations giving rise to
such liabilities or losses and agrees to repay to the Company any advances made
under the Bylaws.  Any amendment or other modification to the Bylaws which
limits or otherwise adversely affects the rights to indemnification currently
provided therein shall apply only to proceedings based upon actions and events
occurring after such amendment and delivery of notice thereof to the indemnified
parties.  Such amendments can only be made upon the affirmative vote of (i) the
holders of at least 75% of the shares entitled to vote to alter, amend or repeal
the provisions of the Bylaws or (ii) a majority of the Board of Directors
present at the meeting at which the vote is held.

     The Company has entered into separate indemnification agreements with each
of its directors and certain of its officers and employees, whereby the Company
agreed, among other things, to provide for indemnification and advancement of
expenses in a manner and subject to terms and conditions similar to those set
forth in the Bylaws.  These agreements may not be abrogated by action of the
shareholders.  There is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Company as to which
indemnification is being sought, nor is the Company aware of any pending or
threatened litigation that may result in claims for indemnification by any
director, employee or other agent.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 

Not applicable.

                                      II-3
ITEM 8.   EXHIBITS.
          -------- 

Exhibit
Number
- ------

4.1  Articles of Incorporation of the Company./(1)/

4.2  Amended and Restated Bylaws of the Company./(1)/

4.3  Form of Stock Purchase Warrant Agreement.

4.4  Form of Warrant Transaction Statement.

5.1  Opinion of Alston & Bird, counsel to the Registrant, as to legality of
     securities being registered.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Alston & Bird (included as part of Exhibit 5.1).

24.1 Power of Attorney (contained on signature page of this filing).
- -------------- 
(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (No. 33-80547).

ITEM 9.   UNDERTAKINGS.

(a)  The Company hereby undertakes:

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

          (i)   Not applicable.

          (ii)  Not applicable.

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

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered

                                      II-4
therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

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

(b)  The Company hereby undertakes that, for purposes of determining any
     liability under the Securities Act, each filing of the Company's annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange 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 offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Not applicable.

(d)  Not applicable.

(e)  Not applicable.

(f)  Not applicable.

(g)  Not applicable.

(h)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Company pursuant to the foregoing provisions, or otherwise, the Company has
     been advised that in the opinion of the 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 Company of expenses incurred or
     paid by a director, officer or controlling person of the Company 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 Company 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 Company
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 Atlanta, State of Georgia, on August 30, 1996.

                              Premiere Technologies, Inc.

                              By:  /s/ Boland T. Jones
                                 ------------------------------
                                 Boland T. Jones
                                 Chairman of the Board and
                                 President

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Boland T. Jones and Patrick G. Jones, and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all which said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do, or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on August 30,
1996, in the capacities and on the dates indicated.

 
         Signature                         Title                      Date
- ---------------------------  ----------------------------------  ---------------

/s/ Boland T. Jones              Chairman of the Board and       August 30, 1996
- ---------------------------    President (principal executive
Boland T. Jones                           officer)
 

/s/ D. Gregory Smith            Executive Vice President and     August 30, 1996
- ---------------------------               Director
D. Gregory Smith

                                      II-6
Signature                         Title                      Date
- ---------------------------  ----------------------------------  ---------------

/s/ Patrick G. Jones         Senior Vice President of Finance    August 30, 1996
- ---------------------------  and Legal, Treasurer and
Patrick G. Jones             Secretary (principal financial
                             and accounting officer)

 
/s/ George W. Baker, Sr.     Director                            August 30, 1996
- ---------------------------
George W. Baker, Sr.

 
/s/ Eduard J. Mayer          Director                            August 30, 1996
- ---------------------------
Eduard J. Mayer
 
 
/s/ Robert A. Jetmundsen     Director                            August 30, 1996
- ---------------------------
Robert A. Jetmundsen
 

                                      II-7
EXHIBIT INDEX

 
EXHIBIT                                                           SEQUENTIAL
NUMBER                     EXHIBIT                                 PAGE NO.
- ---------  ----------------------------------------               ----------
                                                    
      4.1  Articles of Incorporation of the Company./(1)/
      4.2  Amended and Restated Bylaws of the Company./(1)/
      4.3  Form of Stock Purchase Warrant Agreement.
      4.4  Form of Warrant Transaction Statement.
      5.1  Opinion of Alston & Bird, counsel to the Registrant, 
           as to legality of securities being registered.
     23.1  Consent of Arthur Andersen LLP.
     23.2  Consent of Alston & Bird (included as part of 
           Exhibit 5.1).
     24.1  Power of Attorney (contained on signature page 
           of this filing).

- ----------- 
(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (No. 22-80547).

                                      II-8