AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 19, 2000
                                      REGISTRATION NO. 33-____________



               U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                         ____________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                Under
                      THE SECURITIES ACT OF 1933
                         ____________________

                          GTC TELECOM CORP.
        (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                      88-0318246
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)



                     3151 Airway Ave., Suite P-3
                     Costa Mesa, California 92626
     (Address of Principal Executive Offices, Including Zip Code)
                         ____________________

                        Consulting Agreements
                      Legal Services Agreements
                       (Full Title of the Plan)
                         ____________________

                            S. Paul Sandhu
                           President & CEO
                     3151 Airway Ave., Suite P-3
                        Costa Mesa, California
                            (714) 549-7700
      (Name, Address, and Telephone Number of Agent for Service)

                              COPIES TO:

                       M. Richard Cutler, Esq.
                           Cutler Law Group
                 610 Newport Center Drive, Suite 800
                   Newport Beach, California 92660
                            (949) 719-1977

<PAGE>

<TABLE>
<CAPTION>


                                 CALCULATION OF REGISTRATION FEE



<S>                      <C>               <C>                 <C>                  <C>
                         Proposed Maximum  Proposed Maximum    Amount of
Title of Securities      Amount to be      Offering Price      Aggregate Offering   Registration
to be Registered         Registered        per Share(1)        Price                Fee
------------------------------------------------------------------------------------------------
Common Stock,
par value $0.001(2)           463,833      $        1.50      $        695.750     $      172.17
------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEE        463,833      $        1.50      $        695,750     $      172.17
</TABLE>

(1)     Estimated solely  for  the  purpose  of  computing  the  amount  of the
        registration  fee  pursuant  to  Rule  457(c).
(2)     Represents shares of Common Stock issued to consultants of the Company.
        Please refer  to the Selling Shareholders  section  of  this  document.


<PAGE>
                                EXPLANATORY NOTE

GTC Telecom Corp. ("GTC") has prepared this Registration Statement in accordance
with  the  requirements of Form S-8 under the Securities Act of 1933, as amended
(the "1933 Act"), to register shares of common stock, $.001 par value per share,
underlying  options  to  purchase  the  Common Stock of GTC previously issued to
certain  officers  of  the  Company.

Under  cover of this Form S-8 is a Reoffer Prospectus GTC prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings  and  resales of up to 463,833 shares of common stock
acquired  by  the  selling  shareholders.


<PAGE>

                                     PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

GTC will send or give the documents containing the information specified in Part
1  of  Form  S-8  to  employees  or  consultants  as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933  Act").  GTC does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.


<PAGE>

                               REOFFER PROSPECTUS

                                GTC TELECOM CORP.
                           3151 AIRWAY AVE., SUITE P-3
                          COSTA MESA, CALIFORNIA 92626
                                 (714) 549-7700

                         463,833 SHARES OF COMMON STOCK


The  shares  of  common  stock, $0.001 par value per share, of GTC Telecom Corp.
("GTC" or the "Company") offered hereby (the "Shares") will be sold from time to
time  by  the  individuals listed under the Selling Shareholders section of this
document  (the  "Selling  Shareholders").  The Selling Shareholders acquired the
Shares  pursuant to compensatory benefit plans pursuant to  consulting and legal
services  that  the  Selling  Shareholders  provided  to  GTC.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices  or in negotiated transactions.  GTC will not receive
proceeds  from  any  of  the  sale  the  Shares.  GTC is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

GTC's  common  stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board  under  the  symbol  "GTCC".

     ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  5.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                   May  19,  2000

                                        1
<PAGE>

                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information                         2
Incorporated  Documents                                          2
The  Company                                                     3
Risk  Factors                                                    5
Use  of  Proceeds                                               10
Selling  Shareholders                                           11
Plan  of  Distribution                                          11
Legal  Matters                                                  12
Experts                                                         12
                            ________________________


You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

                   WHERE  YOU  CAN  FIND  MORE  INFORMATION

GTC  is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows GTC to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

GTC's  Annual  Report  on  Form  10-KSB, dated October 13, 1999, is incorporated
herein  by reference.  In addition, all documents filed or subsequently filed by
the  Company  under  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the  termination  of  this  offering,  are  incorporated  by  reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial  Offer at GTC, at GTC's executive offices, located at 3151
Airway Ave., Suite P-3, Costa Mesa, California 92626.  GTC's telephone number is
(714)  549-7700.  The  Company's  corporate  Web  site  address  is
http://www.gtctelecom.com.

                                        2
<PAGE>

                              THE  COMPANY

GTC  is  a  provider of various Telecommunication and Internet related services,
including  long distance telephone, and calling card services as well as various
Internet  related  services  including  Internet Service Provider Access and Web
Page  Hosting.  On  May  29, 1997, our founders formed GenX, LLC ("GenX") in the
state  of Delaware for the purpose of providing long distance telephone service.
On  February  3,  1998,  GenX  reorganized from a limited liability company to a
corporation  and  changed  its  name  to GenTel Communications, Inc., a Colorado
corporation  ("GenTel").  On  August  31, 1998, GenTel was acquired by Bobernco,
Inc.,  a  Nevada  corporation ("Bobernco").  Prior to its acquisition of GenTel,
Bobernco  had  no  significant  operations.    Immediately  following  the
transaction,  our founder owned a majority of the outstanding stock of Bobernco,
and  thus  had  control  of  Bobernco.  For  accounting purposes we recorded the
transaction  as  a  reverse  acquisition  whereby  GenTel  was treated as having
acquired  Bobernco.  Following the transaction, Bobernco changed its name to GTC
Telecom  Corp.

The  founders of GenTel agreed to be acquired by Bobernco because Bobernco was a
public company whose common stock was listed for trading on the Over The Counter
Bulletin  Board.  As  a public company, we felt that it would be easier to raise
the  money  necessary  to  carry  out  our  business  plan.

Immediately  prior  to  the acquisition, Bobernco had 1,800,000 shares of Common
Stock  outstanding.  As  part of Bobernco's reorganization with GenTel, Bobernco
issued  8,986,950  shares  of  its Common Stock to the shareholders of GenTel in
exchange  for  8,986,950  shares  of  GenTel  Common  Stock.  Subsequent  to the
acquisition,  the  former shareholders of GenTel constituted 83.31% of the total
outstanding  shares  of the Common Stock of GTC and the original shareholders of
Bobernco  constituted 16.69% of the total outstanding shares of the Common Stock
of  the  Company.  Our  common  stock  currently trades on the NASD OTC Bulletin
Board  under  the  symbol  "GTCC."

BUSINESS  OF  THE  COMPANY

We  currently  offer  a  variety  of  services  designed  to meet its customer's
telecommunications  and  Internet related needs.  Our services currently consist
of  the  following:


                                        3
<PAGE>

Telecommunications  Related  Services

We  are  currently licensed in 48 states and the District of Columbia to provide
long  distance  telecommunications  services.  We  primarily  service  small and
medium  sized businesses and residential customers throughout the United States.
We  have  positioned ourselves to be a low-cost provider in the marketplace.  By
offering low rates, we expect to add customers at an accelerated pace.  To date,
we  have operated as a switchless, nonfacilities-based reseller of long distance
services.  By  committing  to purchase large usage volumes from carriers such as
Worldcom,  Inc.  pursuant  to  contract  tariffs,  we  have been able to procure
substantial discounts and offer low-cost, high-quality long distance services to
its  customers  at  rates  below  the  current  standard  industry  levels.

We  currently  provide long distance telephone service under a variety of plans.
These  include  outbound  service,  inbound  toll-free 800 service and dedicated
private  line  services  for  data.  We do not currently provide local telephone
service.  Our  long  distance  services  are  billed  on  a monthly basis either
directly  by us or by the Local Exchange Carrier ("LEC") through the services of
Billing  Concepts, Inc. dba U.S. Billing ("USBI").  If these services are billed
directly  by  us,  the customer has a choice of paying by credit card or sending
payment  to  us  directly.  If  these services are billed by the LEC, the LEC is
responsible  for  collecting the amount billed and remitting the proceeds to us.
In  addition, we are also exploring the possibility of providing local telephone
service.  Whether  we  will  be  able  to  provide  local  telephone services is
dependent  on  our  ability to negotiate contracts with third-party providers of
local  telephone service on favorable terms. We have initiated negotiations with
certain  local  telephone  providers  but  have  not  reached  any  agreements.
Therefore,  there  can  be  no  assurances  that  we will be able to offer local
telephone  service.

Internet  Related  Services

We  have  also  provide  international  pc-to-phone  telecommunication  services
through  our  wholly  owned  subsidiary  CallingPlanet.com,  Inc.,  as well as a
variety  of  other Internet related services.  These services, available to both
consumer  and  business  users,  include  prepaid  calling  cards  at  our
ecallingcards.com  web  site; Internet Services Provider access through dial-up,
Digital Subscriber Line ("DSL"), and Wireless T-1 methods; and Internet Web Page
development  and  hosting  services.  Our  Internet  related services are billed
using the same methods as those used for billing our Telecommunication services.
Our  Internet related services, with the exception of our prepaid calling cards,
are  provided  pursuant  to contracts with third-party providers, who remain our
competitors.  By  contracting  with  third-party  providers  to  purchase  large
quantities  of  usage volumes, we are able to secure significant discounts which
then  allows  us  to  offer these services to our end-users at rates at or lower
than  our  competitors.

Our  Internet  Service  Provider  Access  service  is  currently  provided  on a
nationwide  basis.  Dial-up  service  provides  unlimited  Internet  access  and
several  related  services  using  conventional modems at access speeds up to 56
kbps  for  a  $9.95  monthly fee.  DSL service provides a faster, more efficient
method  for  communicating  digital  data  over telephone lines.  DSL speeds are
significantly  faster  than  conventional modem speeds (up to 1.1 Mbps versus 56
kbps  for  Dial-up  service).

Currently,  our  Wireless  T-1  services  are  only  available  in  the Southern
California region.  Wireless T-1 allows businesses to utilize connections at 1.5
Mbps  without  contracting  for T-1 service from local telephone companies.  Our
Wireless  T-1  Service  fees  range  from $299 to $899 per month with a one-time
set-up  fee  of  $2,500.  We  plan  on  expanding  this service to include other
regions.  Whether  we  are  able  to  provide our Wireless T-1 services to other
regions  depends on whether we will be able to secure contracts with third-party
suppliers  on  favorable terms.  There can be no assurances that we will be able
to  obtain  such contracts and therefore will be able to expand our Wireless T-1
service  to  other  regions.

Our  Internet  Web Page Hosting services are currently available on a nationwide
basis.  Internet  Web  Page  Hosting  services  provide  space on our Web Server
computers  for  customers  to  publish  their  own Web Pages.  Internet Web Page
Hosting  fees  are  $29.95  per  month,  with  a  one-time set-up fee of $29.95.

                                        4
<PAGE>

                               RISK  FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

EXTREMELY  LIMITED  OPERATING  HISTORY;  ACCUMULATED  DEFICIT.  Our  executive
officers  commenced  our  major  lines of business B providing long distance and
Internet  service  B  relatively  recently.  Accordingly, your evaluation of GTC
will be based on an extremely limited operating history.  You must consider that
our  prospects  are  subject to the risks, expenses and uncertainties frequently
encountered  by  companies  in the early stage of development in new and rapidly
evolving  markets.  As  of  March  31,  2000,  we  had an accumulated deficit of
$8,994,149.  Although we have experienced revenue growth in recent months, there
can  be  no  assurance that our revenues will continue to increase.  GTC has not
achieved profitability to date, and we anticipate that we will continue to incur
net  losses  for  the  foreseeable  future.  We currently expect to increase our
operating  expenses significantly, expand our sales and marketing operations and
continue  to  develop  and  extend  our  Telecommunications and Internet related
services.  If  these  expenses  exceed  revenues,  our  business,  results  of
operations  and  financial condition could be materially and adversely affected.

The  extremely  limited operating history of GTC and the uncertain nature of the
markets  addressed  by  GTC  make the prediction of future results of operations
difficult  or  impossible.  Therefore,  our  recent revenue growth should not be
taken  as indicative of the rate of revenue growth, if any, that can be expected
in  the  future.  We believe that period-to-period comparisons of our results of
operations  are  not  meaningful and that you should not rely on the results for
any  period  as  an  indication  of  future  performance.

WE  ARE  DEPENDENT  ON  A LIMITED NUMBER OF SUPPLIERS.  We currently depend upon
Worldcom,  Inc., ("Worldcom") as our sole provider of long distance service.  We
contract with Worldcom to provide us with long distance services which we resale
to  our  customers.  We  will  continue  to  depend  upon  Worldcom  to  provide
transmission  facilities,  maintenance  and international long distance services
for the foreseeable future.  This agreement is probably our most vital agreement
and our ability to provide our long distance service depends upon whether we can
continue  to  maintain  a  favorable  relationship with Worldcom.   Worldcom may
terminate  its contract with us for limited reasons, including for nonpayment by
GTC,  for  national defense purposes or if the provision of services to GTC were
to  have a substantial adverse impact on Worldcom's network.  Under the terms of
the contract, Worldcom is required to provide us with a minimum notice of 5-days
in the case of a material breach prior to termination of the contract.  Although
we  have no specific contingency arrangements in place to provide service to our
customers  if  Worldcom  were  to  discontinue  its  service  to  us, based upon
discussions  we  have  had  with other long distance providers and based on such
providers'  published  rates,  we  believe  that  we  could negotiate and obtain
contracts with other long distance providers to resell long distance services at
rates  at  or  below  our  current rates with Worldcom.  If we were to switch to
another  provider,  however,  we believe that it would take approximately thirty
(30)  days  to switch our customers to a new provider.  Although we believe that
we  have  the  right to switch our customers without their consent to such other
providers, our customers have the right to discontinue such service at any time.
Accordingly,  the termination or nonrenewal of our contract with Worldcom or the
loss of the telecommunications services provided by Worldcom would likely have a
material  adverse  effect  on our results of operations and financial condition.

                                        5
<PAGE>

We  currently  use  third  party  merchant  card  payment processing services to
process  our  customer's  credit  card  payments.  Termination,  disruptions, or
reductions  in the ability of our third party processing services to process our
customer's credit card payments could disrupt our ability to collect payment for
our  services  and  could  have  a  material  adverse  effect  on our results of
operations.  The  Company  has  experienced such disruptions in the past and may
encounter  such disruptions in the future.  In an effort to minimize the effects
of  such  disruptions,  the  Company  is  currently  in  the process of securing
multiple  merchant card payment processors.  However, there can be no assurances
that  the  Company  will  be  able  to  secure  such  additional  processors.

We  currently  use  and  will  continue  to  use billing services provided by US
Billing,  a  publicly  traded  company  ("USBI").  USBI  is  in  the business of
providing billing services to the LEC.  There can be no assurance that USBI will
continue  to  offer  us  billing services on terms we find acceptable.  USBI may
decrease the extent to which its name may be used on bills for which it provides
billing  services.  The  loss  of  USBI's billing services or decreased customer
awareness of the USBI name could have a material adverse effect on our marketing
strategy  and  retention  of  existing  customers.

We  do  not  have  our  own Internet Network.  We currently provide our Internet
Service  Provider Access services pursuant to a one-year agreement with Ziplink,
Inc.,  ("Ziplink").  Pursuant  to  the  Agreement,  the  Company is subject to a
monthly  minimum  commitment  of  $500.  In addition, we are committed to pay an
additional  set-up  fee  of  $100.  Although  we believe that our relations with
Ziplink  are strong and should remain so with continued contract compliance, the
termination of our contract with Ziplink, the loss of Internet services provided
by  Ziplink,  or  a  reduction in the quality of service we receive from Ziplink
could  have  a  material  adverse  effect  on  our  results  of  operations.

Our  Wireless  T-1  services  are currently provided pursuant to a contract with
Global  Pacific Internet  ("Global").  Currently, our T-1 services are available
only  in  the  Southern California region.  Under the terms of its contract with
Global, we are not subject to a monthly minimum revenue commitment.  Although we
believe  that  our  relations  with  Global are strong and should remain so with
continued  contract  compliance,  the  loss of Wireless T-1 services provided by
Global,  or  a  reduction in the quality of service we receive from Global could
have a material adverse effect on our results of operations.  We anticipate that
it  would  take  between  thirty (30) to sixty (60) days to locate a replacement
supplier  in  the  event  that  our  agreement  with  Global  is terminated.  We
currently  plan  to expand our Wireless T-1 services to other regions.  However,
there  can  be no assurances that we will or will be able to expand this service
to  other  regions.


                                        6
<PAGE>
FUTURE  CAPITAL  NEEDS.  To  date, we have relied mostly on private funding from
the  sale  of  restricted shares of our Common Stock and short term borrowing to
fund  our  operations.  To  date, we have generated insufficient revenue to meet
our  ongoing  expenses  and  have  extremely  limited cash liquidity and capital
resources.  Our  future  capital  requirements  will  depend  on  many  factors,
including  our  ability  to market our services successfully, our cash flow from
operations,  and  competing  market  developments.  Our  business  plan requires
additional funding beyond the proceeds previously generated from the sale of our
restricted  Common  Stock.  Consequently, although we currently have no specific
plans or arrangements for financing, we intend to raise additional funds through
private placements, public offerings or other financings.  Any equity financings
would  result  in  dilution  to  our  then-existing shareholders.  Additionally,
sources of debt financing may result in higher interest expense.  Any financing,
if  available,  may  be  on  terms unfavorable to us.  If adequate funds are not
obtained,  we  may  be  required  to reduce or curtail operations.  We currently
anticipate  that  our existing capital resources will not be adequate to satisfy
our current operating expenses and capital requirements for the next full fiscal
year.  Consequently,  we  may  have  to  secure additional financing in order to
develop  our  business  plan.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK.  Our Common Stock
presently  trades on the Nasdaq over-the-counter bulletin board under the symbol
GTCC.  There  can  be  no  assurance, however, that such market will continue or
that  investors in this offering will be able to liquidate their shares acquired
in  this  Offering  at the price herein or otherwise.  There can be no assurance
that  any  other  market  will  be  established  in the future.  There can be no
assurance  that  an  investor  will  be  able to liquidate his or her investment
without  considerable  delay,  if  at all.  The price of our Common Stock may be
highly  volatile.  Additionally,  the  factors  discussed  in  this Risk Factors
section  may have a significant impact on the market price of the shares offered
in  this  Reoffer  Prospectus.

COMPETITION.  The  long  distance  telecommunications  industry  is  highly
competitive  and affected by the introduction of new services by, and the market
activities  of,  major  industry  participants,  including AT&T Corp., Worldcom,
Sprint  Corporation,  local  exchange  carriers such as Bell Atlantic, and other
national  and regional interexchange carriers.  Competition in the long distance
business is based upon pricing, customer service, billing services and perceived
quality.  We  compete  against  various  national  and  regional  long  distance
carriers  that are composed of both facilities-based providers (those that carry
long  distance  traffic  on their own equipment) and switchless resellers (those
that  resale  long  distance  carried  by  facilities-based  providers) offering
essentially  the  same  services  as  GTC.  Several  of  our  competitors  are
substantially  larger  and  have  greater  financial,  technical  and  marketing
resources.  Although  we  believe that we have the human and technical resources
to  pursue our strategy and compete effectively in this competitive environment,
our  success  will depend upon our  continued ability to profitably provide high
quality,  high  value  services  at  prices generally competitive with, or lower
than,  those  charged  by  our  competitors.

We  expect  to  encounter  continued  competition  from  major  domestic  and
international  communications  companies.  In  addition,  we  may  be subject to
additional  competition  due to the enactment of the Telecommunications Act, the
development  of  new  technologies  and  increased  availability of domestic and
international  transmission  capacity.  A  continuing  trend  toward  business
combinations  and  alliances  in  the  telecommunications  industry  may  create
significant  new  competitors,  which  may  have  financial, personnel and other
resources  significantly greater than those of GTC.  Other potential competitors
include  cable  television  companies,  wireless  telephone  companies, electric
utilities,  microwave  carriers  and  private  networks  of  large  end  users.

The telecommunications industry is in a period of rapid technological evolution,
marked  by  the introduction of new product and service offerings and increasing
transmission  capacity  for services similar to those provided by us.  We cannot
predict  which  of  many  possible  future product and service offerings will be
important  to  maintain  our  competitive  position or what expenditures will be
required  to  develop  and  provide  such  products  and  services.


                                        7
<PAGE>
The  market  for  Internet-based  online  services  is relatively new, intensely
competitive and rapidly changing. Since the advent of commercial services on the
Internet, the number of Internet Service Providers and online services competing
for  users'  attention  and  spending  has  proliferated because of, among other
reasons,  the  absence  of  substantial  barriers  to  entry, and we expect that
competition  will  continue  to  intensify.  Many  of  our current and potential
competitors  such  as  Earthlink,  PsiNet,  AOL,  UUNET,  Microsoft Network, and
Prodigy  have  longer  operating histories, larger customer bases, greater brand
recognition  and significantly greater financial, marketing and other resources.
These  competitors  may  be  able  to  respond  more  quickly to new or emerging
technologies  and  changes  in  customer  requirements  and  to  devote  greater
resources  to the development, promotion and sale of their products and services
than  we  are.

We  currently  believe  that  our  Internet  Related  Services  are  marketed at
competitive  rates  and  provide  quality  and  services  comparable  to  our
competitors.  However,  our  Internet  Related  Services  are intended more as a
value  added  service to attract customers to the our Telecommunication Services
as  opposed  to a revenue generating service.  We are offering unlimited dial-up
service  for  $9.95  per  month  and  DSL service at rates raging from $59.95 to
$249.95  per  month.  We  anticipate that revenue generated exclusively from our
Internet  Related  Services  will  be  immaterial  to our results of operations.
Rather,  we  expect  to  derive  sufficient  revenue  from our Telecommunication
Services  and  Internet  related advertising revenue to pay for the costs of our
Internet  Related  Services.

We  can  make  no representations or assurances that there will not be increased
competition  or  that our projections will ever be realized due to the intensity
of  competition.

CONCENTRATION OF STOCK OWNERSHIP.  As of May 15, 2000, the present directors and
executive  officers,  and  their  respective  affiliates  beneficially  owned
approximately  29.68% of our outstanding common stock, along with vested options
to  purchase  an  additional 607,667 shares of the Company's Common Stock.  As a
result  of  their  ownership,  the  directors  and  executive officers and their
respective  affiliates  collectively  are  able  to  significantly influence all
matters  requiring shareholder approval, including the election of directors and
approval  of significant corporate transactions. This concentration of ownership
may  also  have the effect of delaying or preventing a change in control of GTC.

DEPENDENCE  ON  MANAGEMENT.  Our  success depends, to a significant extent, upon
certain  key  employees  and  directors,  including primarily, Paul Sandhu, Eric
Clemons, Mark Fleming, Gerald A. DeCiccio, John Eger and Clay T. Whitehead.  The
loss  of  services  of  one or more of these employees or directors could have a
material  adverse effect on our business.  In addition, we have substantial need
for  additional  qualified  management and marketing personnel.  We believe that
our  future success will also depend in part upon our ability to attract, retain
and  motivate  qualified  personnel.  There  can be no assurance that we will be
successful  in  attracting  and  retaining such personnel.  Competition for such
personnel  is  intense.  We  currently  do not maintain a policy of key man life
insurance  on  any  employees.

MAINTENANCE  OF  CUSTOMER DATABASE.  Our customers are not obligated to purchase
any  minimum  usage  amount and can discontinue service, without penalty, at any
time.  There  can be no assurance that customers will continue to buy their long
distance  telephone service through us.  In the event that a significant portion
of  our  customers  decide  to  purchase long distance service from another long
distance  service  provider,  there  can be no assurance that we will be able to
replace  our customer base from other sources.  Loss of a significant portion of
our  customers would have a material adverse effect on our results of operations
and  financial  condition.

A  high  level  of customer attrition is inherent in the long distance industry,
and our revenues are affected by such attrition.  Attrition is attributable to a
variety  of factors, including termination of customers by us for nonpayment and
the  initiatives  of existing and new competitors as they engage in, among other
things,  national advertising campaigns, telemarketing programs and the issuance
of  cash  or  other  forms  of  incentives.

                                        8
<PAGE>
LACK  OF  CONTROL  OVER  MARKETING  ACTIVITIES.  Certain  marketing  practices,
including  the methods and means to convert a customer's long distance telephone
service  from  one  carrier  to another, have recently been subject to increased
regulatory  review  at  both  the  federal  and  state  levels.  This  increased
regulatory  review could affect adversely the possible future acquisition of new
business from other resellers.  Our marketing activities mandate compliance with
applicable  state  and federal regulations.  We are unable to predict the effect
of  such  increased  regulatory  review.

GOVERNMENT  REGULATION.  Our  provision of communications services is subject to
government  regulation.  Federal  law  regulates  interstate  and  international
telecommunications,  while states have jurisdiction over telecommunications that
originate  and terminate within the same state.  Changes in existing policies or
regulations  in  any  state  or by the Federal Communications Commission ("FCC")
could  have  a  material adverse effect on our financial condition or results of
operations,  particularly  if  those  policies  make it more difficult for us to
obtain  service  from  Worldcom  or other long distance companies at competitive
rates,  or  otherwise  increase the cost and regulatory burdens of marketing and
providing service.  There can be no assurance that the regulatory authorities in
one  or  more states or the FCC will not take action having an adverse effect on
the  business  or  financial  condition  or  results  of  operations  of  GTC.

We  are subject to regulation by the FCC and by various state public service and
public  utility commissions as a nondominant provider of long distance services.
We  are  required  to file tariffs for interstate and international service with
the  FCC,  which  tariffs  are presumed lawful and become effective on one day's
notice.  We  are also required to file tariffs or obtain approval for intrastate
service  provided  in  most  of  the  states  in  which  we market long distance
services.  By  engaging  in direct marketing to end users, we will be subject to
applicable  regulatory  standards for marketing activities and the increased FCC
and  state  attention to certain marketing practices may become more significant
to  us.

ADVERSE  EFFECT  OF  RAPID  TECHNOLOGICAL  CHANGE  AND  SERVICE.  The
telecommunications  industry  has  been  characterized  by  rapid  technological
change,  frequent new service introductions and evolving industry standards.  We
believe  that  our  future success will depend on our ability to anticipate such
changes,  and  to  offer  services  on  a  timely basis that meet these evolving
standards.  There  can be no assurance that we will have sufficient resources to
make  necessary  investments  or to introduce new services that would satisfy an
expanded  range  of  end  user  needs.

EXPANSION  INTO  NEW  BUSINESS  ACTIVITIES.  We  will  market  its long distance
services  directly  to end users.  Such direct marketing will increase our costs
as  we  hire  new  employees,  provide increased customer support and collection
services, and acquire additional equipment.  We also are required to comply with
additional  regulatory  standards  for  direct  marketing  of telecommunications
services.

PROTECTION  OF  PROPRIETARY  INFORMATION.  Currently,  we do not hold patents or
trademarks on any of our names, products or processes under development.  We do,
however,  treat  our  technical  data  as  confidential  and  rely  on  internal
nondisclosure  safeguards,  as  well  as  on  laws  protecting trade secrets, to
protect  its  proprietary  information.  There  can  be  no assurance that these
measures  will  adequately  protect  the  confidentiality  of  our  proprietary
information or that others will not independently develop products or technology
that  are  equivalent  or  superior  to  ours.  We  may  receive  in the future,
communications  from  third  parties  asserting  that  our products infringe the
proprietary  rights  of  third parties.  There can be no assurance that any such
claims would not result in protracted and costly litigation, having a materially
adverse  and  negative  effect  on  us  and  our  financial  results.

                                        9
<PAGE>

DIFFICULTY  OF  PLANNED  EXPANSION; MANAGEMENT OF GROWTH.  We plan to expand our
level  of  operations.  Our  operating results will be adversely affected if net
sales  do  not increase sufficiently to compensate for the increase in operating
expenses  caused  by  this  expansion.  In  addition,  our  planned expansion of
operations  may cause significant strain on our management, technical, financial
and  other  resources.  To  manage  our  growth effectively, we must continue to
improve and expand our existing resources and management information systems and
must attract, train and motivate qualified managers and employees.  There can be
no assurance, however, that we will successfully be able to achieve these goals.
If  we  are  unable  to manage growth effectively, our operating results will be
adversely  affected.

SHARES  ELIGIBLE FOR FUTURE SALE.  At the conclusion of this offering, a maximum
of  19,727,044  shares  of  our  Common Stock will be issued and outstanding, of
which  approximately 5,544,038 shares will be "restricted securities," and under
certain  circumstances  may,  in the future, be sold in compliance with Rule 144
adopted  under  the  Securities Act.  In general, under Rule 144, subject to the
satisfaction  of  certain  other conditions, a person, including an affiliate of
GTC,  who  has beneficially owned restricted shares of Common Stock for at least
one  year  is  entitled  to  sell, in certain brokerage transactions, within any
three-month period, a number of shares that does not exceed the greater of 1% of
the total number of outstanding shares of the same class, or if the Common Stock
is  quoted  on  Nasdaq  or  a  stock exchange, the average weekly trading volume
during  the  four  calendar  weeks immediately preceding the sale.  A person who
presently  is  not  and  who has not been an affiliate of GTC for at least three
months  immediately preceding the sale and who has beneficially owned the shares
of  Common  Stock  for  at least two years is entitled to sell such shares under
Rule  144  without  regard  to  any  of  the volume limitations described above.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  COMMON  STOCK.  Our  Articles  of
Incorporation authorize the issuance of up to 50,000,000 shares of Common Stock.
Our  Board  of  Directors has the authority to issue additional shares of Common
Stock  and  to issue options and warrants to purchase shares of our Common Stock
without  shareholder  approval.  Future  issuance  of  Common  Stock could be at
values  substantially  below  current  market  prices  therefore could represent
further  substantial  dilution  to investors in this Offering.  In addition, the
Board  could  issue  large  blocks  of  voting stock to fend off unwanted tender
offers  or  hostile  takeovers  without  further  shareholder  approval.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  PREFERRED  STOCK.   Our  Articles  of
Incorporation  also  authorizes  the  issuance  of  up  to  10,000,000 shares of
Preferred  Stock  in  one  or more series.  Consequently, our Board of Directors
have  the  authority  to  fix the number of preferred shares and to determine or
alter  for  each  such series, such voting powers, full or limited, or no voting
powers,  and  such  designations,  preferences,  and  relative,  participating,
optional,  or other rights and such qualifications, limitations, or restrictions
thereof,  in  a  resolution  or  resolutions  adopted  by the Board of Directors
providing  for  the  issue  of  such  shares.  The  Board  of Directors are also
authorized  to  increase or decrease (but not below the number of shares of such
series  then  outstanding)  the number of shares of any series subsequent to the
issue  of  shares  of  that  series.

                               USE  OF  PROCEEDS

We  will not receive any of the proceeds from the sale of shares of common stock
by  the  Selling  Shareholders.



                                       10
<PAGE>
                              SELLING SHAREHOLDERS

The  Shares of GTC to which this Reoffer Prospectus relates are being registered
for  reoffers  and  resales by the Selling Shareholders, who acquired the Shares
pursuant  to  a  compensatory benefit plan with GTC for consulting services they
provided  to  GTC. The Selling Shareholders may resell all, a portion or none of
such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the Company as of May 15, 2000, the number of Shares
owned, the number of Shares registered by this Reoffer Prospectus and the number
and  percent  of  outstanding  Shares  that  will be owned after the sale of the
registered  Shares  assuming  the  sale  of  all  of  the  registered  Shares.

<TABLE>
<CAPTION>
<S>                     <C>           <C>               <C>               <C>

                                                                          % OF SHARES
                        NUMBER OF     NUMBER OF SHARES                    OWNED BY
SELLING                 SHARES OWNED  REGISTERED BY     NUMBER OF SHARES  SHAREHOLDER
SHAREHOLDERS            BEFORE SALE   PROSPECTUS        OWNED AFTER SALE  AFTER SALE
----------------------  ------------  ----------------  ----------------  ------------

Edwin Wong                   100,000           100,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Johnathan Eng                 24,000            24,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Robert Gleckman              173,333           173,333                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Dean Kern                    100,000           100,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Sheldon Goldberg              10,000            10,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Mace Horowitz                  3,000             2,000             1,000          < 1%
----------------------  ------------  ----------------  ----------------  ------------

Michael Freedman               5,000             5,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Ed Jacobs                     24,000            24,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

M. Richard Cutler (1)         40,500            25,500            15,000          < 1%
----------------------  ------------  ----------------  ----------------  ------------
</TABLE>

(1) Mr. Cutler is GTC's securities attorney.  The securities registered pursuant
to the Reoffer Prospectus represents shares of common stock issued to Mr. Cutler
in  exchange  for  legal  services  provided  to  GTC.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or  more  transactions  on  the  Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).


                                       11
<PAGE>
The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company will pay all expenses in connection with this offering and will not
receive  any  proceeds  from  sales  of  any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  the  Cutler  Law  Group, Newport Beach, California.    Employees of
The Cutler  Law Group  currently  hold  40,950  shares  of  the Company's Common
Stock.

                                     EXPERTS

The  balance  sheets  as  of  June  30,  1999  and the statements of operations,
shareholders'  equity  and  cash flows for the two years ended June 30, 1999 and
1998  of  GTC  Telecom  Corp.,  have  been  incorporated  by  reference  in this
Registration  Statement  in  reliance  on  the  report  of  Corbin  & Wertz LLP,
independent  accountants,  given  on  the  authority  of that firm as experts in
accounting  and  auditing.

                                      12
<PAGE>

                                     PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's Annual Report on Form 10-KSB filed with the Commission
on  October  13,  1999.

(ii)     All  other  reports  and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and 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 and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

                                      II-1
<PAGE>

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company by the Cutler Law Group, counsel to the Company.

Mr. M. Richard Cutler, principal of the Cutler Law Group is the beneficial owner
of  40,500 shares of Common Stock of the Company. 25,500 shares of the foregoing
are  being  registered for sale herein.  Other employees of the Cutler Law Group
hold  an  additional  450  shares  of  the  Common  Stock  of  the  Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification  of  the  Company's  Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance of the exemption from the registration requirements of the
Securities  Act  of 1933, as amended, contained in Section 4(2) thereof covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

ITEM  8.  EXHIBITS

3.1          Articles  of  Incorporation  of  the  Registrant,  as  amended
             (incorporated  herein  by  reference  to  Exhibits  3.1,  3.2,  and
             3.3  of  the  Registrant's  Registration  Statement  on  Form 10-SB
             (File No. 0-25703), as amended (the  "Form  10-SB").

3.2          Bylaws  of  the  Registrant  (incorporated  herein  by reference to
             Exhibit  3.4  of  the  Registrant's  Form  10-SB).

5.1          Opinion  of  M.  Richard  Cutler,  Esq., counsel to the Registrant,
             regarding  legality  of  securities  being  registered.

10.1         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Edwin  Wong.

10.2         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Johnathan  Eng.

10.3         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Robert  Gleckman.

10.4         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Dean  Kern


                                      II-2
<PAGE>
10.5         Consulting  Services  Letter  Agreement by and between GTC Telecom
             Corp.  &  Sheldon  Goldberg.

10.6         Consulting  Services  Letter  Agreement by and between GTC Telecom
             Corp.  &  Mace  Horowitz.

10.5         Consulting  Services  Letter  Agreement by and between GTC Telecom
             Corp.  &  Michael  Freedman.

10.6         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Ed  Jacobs.

10.7         Legal  Services  Agreement by and between GTC Telecom Corp. and M.
             Richard  Cutler

23.1         Consent  of  M.  Richard  Cutler  (included  in  Exhibit  5.1).

23.2         Consent  of  Corbin  &  Wertz LLP, Independent Public Accountants.


                                      II-3
<PAGE>

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

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

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

(ii)  To  reflect  in  the  prospectus  any  facts  or  events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement;
and

(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; provided,
however,  that  paragraphs  (a)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

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

                                      II-4
<PAGE>
(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 is 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  Costa Mesa, State of California, on May 19, 2000



                                           GTC  TELECOM  CORP.

                                           By:  /s/ S.  Paul  Sandhu
                                           Its:    President  &  CEO


     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.




/s/  S.  Paul  Sandhu           President,  CEO  and  Director
S.  Paul  Sandhu



/s/  Eric  A.  Clemons          Secretary, Chief Operating Officer and Director
Eric  A.  Clemons


/s/  Gerald  A.  DeCiccio       Chief  Financial  Officer
Gerald  A.  DeCiccio

                                      II-6
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 58691}]
{"company-data": {"conformed-name": "GTC TELECOM CORP", "cik": "0001081919", "assigned-sic": "4813", "irs-number": "880318246", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37496", "film-number": "640525"}, "business-address": {"street1": "3151 AIRWAY AVE", "street2": "STE P-3", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7145497700"}, "mail-address": {"street1": "3151 AIRWAY AVE", "street2": "STE P-3", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 19, 2000
                                      REGISTRATION NO. 33-____________

               U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                         ____________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                Under
                      THE SECURITIES ACT OF 1933
                         ____________________

                          GTC TELECOM CORP.
        (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                      88-0318246
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

                     3151 Airway Ave., Suite P-3
                     Costa Mesa, California 92626
     (Address of Principal Executive Offices, Including Zip Code)
                         ____________________

                        Consulting Agreements
                      Legal Services Agreements
                       (Full Title of the Plan)
                         ____________________

                            S. Paul Sandhu
                           President & CEO
                     3151 Airway Ave., Suite P-3
                        Costa Mesa, California
                            (714) 549-7700
      (Name, Address, and Telephone Number of Agent for Service)

                              COPIES TO:

                       M. Richard Cutler, Esq.
                           Cutler Law Group
                 610 Newport Center Drive, Suite 800
                   Newport Beach, California 92660
                            (949) 719-1977
CALCULATION OF REGISTRATION FEE
Proposed Maximum  Proposed Maximum    Amount of
Title of Securities      Amount to be      Offering Price      Aggregate Offering   Registration
to be Registered         Registered        per Share(1)        Price                Fee
------------------------------------------------------------------------------------------------
Common Stock,
par value $0.001(2)           463,833      $        1.50      $        695.750     $      172.17
------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEE        463,833      $        1.50      $        695,750     $      172.17
(1)     Estimated solely  for  the  purpose  of  computing  the  amount  of the
        registration  fee  pursuant  to  Rule  457(c).
(2)     Represents shares of Common Stock issued to consultants of the Company.
        Please refer  to the Selling Shareholders  section  of  this  document.
EXPLANATORY NOTE

GTC Telecom Corp. ("GTC") has prepared this Registration Statement in accordance
with  the  requirements of Form S-8 under the Securities Act of 1933, as amended
(the "1933 Act"), to register shares of common stock, $.001 par value per share,
underlying  options  to  purchase  the  Common Stock of GTC previously issued to
certain  officers  of  the  Company.

Under  cover of this Form S-8 is a Reoffer Prospectus GTC prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings  and  resales of up to 463,833 shares of common stock
acquired  by  the  selling  shareholders.
PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

GTC will send or give the documents containing the information specified in Part
1  of  Form  S-8  to  employees  or  consultants  as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933  Act").  GTC does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.
REOFFER PROSPECTUS

                                GTC TELECOM CORP.
                           3151 AIRWAY AVE., SUITE P-3
                          COSTA MESA, CALIFORNIA 92626
                                 (714) 549-7700

                         463,833 SHARES OF COMMON STOCK

The  shares  of  common  stock, $0.001 par value per share, of GTC Telecom Corp.
("GTC" or the "Company") offered hereby (the "Shares") will be sold from time to
time  by  the  individuals listed under the Selling Shareholders section of this
document  (the  "Selling  Shareholders").  The Selling Shareholders acquired the
Shares  pursuant to compensatory benefit plans pursuant to  consulting and legal
services  that  the  Selling  Shareholders  provided  to  GTC.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices  or in negotiated transactions.  GTC will not receive
proceeds  from  any  of  the  sale  the  Shares.  GTC is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

GTC's  common  stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board  under  the  symbol  "GTCC".

     ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  5.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                   May  19,  2000

                                        1
TABLE OF CONTENTS

Where  You  Can  Find  More  Information                         2
Incorporated  Documents                                          2
The  Company                                                     3
Risk  Factors                                                    5
Use  of  Proceeds                                               10
Selling  Shareholders                                           11
Plan  of  Distribution                                          11
Legal  Matters                                                  12
Experts                                                         12
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

                   WHERE  YOU  CAN  FIND  MORE  INFORMATION

GTC  is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows GTC to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

GTC's  Annual  Report  on  Form  10-KSB, dated October 13, 1999, is incorporated
herein  by reference.  In addition, all documents filed or subsequently filed by
the  Company  under  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the  termination  of  this  offering,  are  incorporated  by  reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial  Offer at GTC, at GTC's executive offices, located at 3151
Airway Ave., Suite P-3, Costa Mesa, California 92626.  GTC's telephone number is
(714)  549-7700.  The  Company's  corporate  Web  site  address  is
http://www.gtctelecom.com.

                                        2
THE  COMPANY

GTC  is  a  provider of various Telecommunication and Internet related services,
including  long distance telephone, and calling card services as well as various
Internet  related  services  including  Internet Service Provider Access and Web
Page  Hosting.  On  May  29, 1997, our founders formed GenX, LLC ("GenX") in the
state  of Delaware for the purpose of providing long distance telephone service.
On  February  3,  1998,  GenX  reorganized from a limited liability company to a
corporation  and  changed  its  name  to GenTel Communications, Inc., a Colorado
corporation  ("GenTel").  On  August  31, 1998, GenTel was acquired by Bobernco,
Inc.,  a  Nevada  corporation ("Bobernco").  Prior to its acquisition of GenTel,
Bobernco  had  no  significant  operations.    Immediately  following  the
transaction,  our founder owned a majority of the outstanding stock of Bobernco,
and  thus  had  control  of  Bobernco.  For  accounting purposes we recorded the
transaction  as  a  reverse  acquisition  whereby  GenTel  was treated as having
acquired  Bobernco.  Following the transaction, Bobernco changed its name to GTC
Telecom  Corp.

The  founders of GenTel agreed to be acquired by Bobernco because Bobernco was a
public company whose common stock was listed for trading on the Over The Counter
Bulletin  Board.  As  a public company, we felt that it would be easier to raise
the  money  necessary  to  carry  out  our  business  plan.

Immediately  prior  to  the acquisition, Bobernco had 1,800,000 shares of Common
Stock  outstanding.  As  part of Bobernco's reorganization with GenTel, Bobernco
issued  8,986,950  shares  of  its Common Stock to the shareholders of GenTel in
exchange  for  8,986,950  shares  of  GenTel  Common  Stock.  Subsequent  to the
acquisition,  the  former shareholders of GenTel constituted 83.31% of the total
outstanding  shares  of the Common Stock of GTC and the original shareholders of
Bobernco  constituted 16.69% of the total outstanding shares of the Common Stock
of  the  Company.  Our  common  stock  currently trades on the NASD OTC Bulletin
Board  under  the  symbol  "GTCC."

BUSINESS  OF  THE  COMPANY

We  currently  offer  a  variety  of  services  designed  to meet its customer's
telecommunications  and  Internet related needs.  Our services currently consist
of  the  following:

                                        3
Telecommunications  Related  Services

We  are  currently licensed in 48 states and the District of Columbia to provide
long  distance  telecommunications  services.  We  primarily  service  small and
medium  sized businesses and residential customers throughout the United States.
We  have  positioned ourselves to be a low-cost provider in the marketplace.  By
offering low rates, we expect to add customers at an accelerated pace.  To date,
we  have operated as a switchless, nonfacilities-based reseller of long distance
services.  By  committing  to purchase large usage volumes from carriers such as
Worldcom,  Inc.  pursuant  to  contract  tariffs,  we  have been able to procure
substantial discounts and offer low-cost, high-quality long distance services to
its  customers  at  rates  below  the  current  standard  industry  levels.

We  currently  provide long distance telephone service under a variety of plans.
These  include  outbound  service,  inbound  toll-free 800 service and dedicated
private  line  services  for  data.  We do not currently provide local telephone
service.  Our  long  distance  services  are  billed  on  a monthly basis either
directly  by us or by the Local Exchange Carrier ("LEC") through the services of
Billing  Concepts, Inc. dba U.S. Billing ("USBI").  If these services are billed
directly  by  us,  the customer has a choice of paying by credit card or sending
payment  to  us  directly.  If  these services are billed by the LEC, the LEC is
responsible  for  collecting the amount billed and remitting the proceeds to us.
In  addition, we are also exploring the possibility of providing local telephone
service.  Whether  we  will  be  able  to  provide  local  telephone services is
dependent  on  our  ability to negotiate contracts with third-party providers of
local  telephone service on favorable terms. We have initiated negotiations with
certain  local  telephone  providers  but  have  not  reached  any  agreements.
Therefore,  there  can  be  no  assurances  that  we will be able to offer local
telephone  service.

Internet  Related  Services

We  have  also  provide  international  pc-to-phone  telecommunication  services
through  our  wholly  owned  subsidiary  CallingPlanet.com,  Inc.,  as well as a
variety  of  other Internet related services.  These services, available to both
consumer  and  business  users,  include  prepaid  calling  cards  at  our
ecallingcards.com  web  site; Internet Services Provider access through dial-up,
Digital Subscriber Line ("DSL"), and Wireless T-1 methods; and Internet Web Page
development  and  hosting  services.  Our  Internet  related services are billed
using the same methods as those used for billing our Telecommunication services.
Our  Internet related services, with the exception of our prepaid calling cards,
are  provided  pursuant  to contracts with third-party providers, who remain our
competitors.  By  contracting  with  third-party  providers  to  purchase  large
quantities  of  usage volumes, we are able to secure significant discounts which
then  allows  us  to  offer these services to our end-users at rates at or lower
than  our  competitors.

Our  Internet  Service  Provider  Access  service  is  currently  provided  on a
nationwide  basis.  Dial-up  service  provides  unlimited  Internet  access  and
several  related  services  using  conventional modems at access speeds up to 56
kbps  for  a  $9.95  monthly fee.  DSL service provides a faster, more efficient
method  for  communicating  digital  data  over telephone lines.  DSL speeds are
significantly  faster  than  conventional modem speeds (up to 1.1 Mbps versus 56
kbps  for  Dial-up  service).

Currently,  our  Wireless  T-1  services  are  only  available  in  the Southern
California region.  Wireless T-1 allows businesses to utilize connections at 1.5
Mbps  without  contracting  for T-1 service from local telephone companies.  Our
Wireless  T-1  Service  fees  range  from $299 to $899 per month with a one-time
set-up  fee  of  $2,500.  We  plan  on  expanding  this service to include other
regions.  Whether  we  are  able  to  provide our Wireless T-1 services to other
regions  depends on whether we will be able to secure contracts with third-party
suppliers  on  favorable terms.  There can be no assurances that we will be able
to  obtain  such contracts and therefore will be able to expand our Wireless T-1
service  to  other  regions.

Our  Internet  Web Page Hosting services are currently available on a nationwide
basis.  Internet  Web  Page  Hosting  services  provide  space on our Web Server
computers  for  customers  to  publish  their  own Web Pages.  Internet Web Page
Hosting  fees  are  $29.95  per  month,  with  a  one-time set-up fee of $29.95.

                                        4
RISK  FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

EXTREMELY  LIMITED  OPERATING  HISTORY;  ACCUMULATED  DEFICIT.  Our  executive
officers  commenced  our  major  lines of business B providing long distance and
Internet  service  B  relatively  recently.  Accordingly, your evaluation of GTC
will be based on an extremely limited operating history.  You must consider that
our  prospects  are  subject to the risks, expenses and uncertainties frequently
encountered  by  companies  in the early stage of development in new and rapidly
evolving  markets.  As  of  March  31,  2000,  we  had an accumulated deficit of
$8,994,149.  Although we have experienced revenue growth in recent months, there
can  be  no  assurance that our revenues will continue to increase.  GTC has not
achieved profitability to date, and we anticipate that we will continue to incur
net  losses  for  the  foreseeable  future.  We currently expect to increase our
operating  expenses significantly, expand our sales and marketing operations and
continue  to  develop  and  extend  our  Telecommunications and Internet related
services.  If  these  expenses  exceed  revenues,  our  business,  results  of
operations  and  financial condition could be materially and adversely affected.

The  extremely  limited operating history of GTC and the uncertain nature of the
markets  addressed  by  GTC  make the prediction of future results of operations
difficult  or  impossible.  Therefore,  our  recent revenue growth should not be
taken  as indicative of the rate of revenue growth, if any, that can be expected
in  the  future.  We believe that period-to-period comparisons of our results of
operations  are  not  meaningful and that you should not rely on the results for
any  period  as  an  indication  of  future  performance.

WE  ARE  DEPENDENT  ON  A LIMITED NUMBER OF SUPPLIERS.  We currently depend upon
Worldcom,  Inc., ("Worldcom") as our sole provider of long distance service.  We
contract with Worldcom to provide us with long distance services which we resale
to  our  customers.  We  will  continue  to  depend  upon  Worldcom  to  provide
transmission  facilities,  maintenance  and international long distance services
for the foreseeable future.  This agreement is probably our most vital agreement
and our ability to provide our long distance service depends upon whether we can
continue  to  maintain  a  favorable  relationship with Worldcom.   Worldcom may
terminate  its contract with us for limited reasons, including for nonpayment by
GTC,  for  national defense purposes or if the provision of services to GTC were
to  have a substantial adverse impact on Worldcom's network.  Under the terms of
the contract, Worldcom is required to provide us with a minimum notice of 5-days
in the case of a material breach prior to termination of the contract.  Although
we  have no specific contingency arrangements in place to provide service to our
customers  if  Worldcom  were  to  discontinue  its  service  to  us, based upon
discussions  we  have  had  with other long distance providers and based on such
providers'  published  rates,  we  believe  that  we  could negotiate and obtain
contracts with other long distance providers to resell long distance services at
rates  at  or  below  our  current rates with Worldcom.  If we were to switch to
another  provider,  however,  we believe that it would take approximately thirty
(30)  days  to switch our customers to a new provider.  Although we believe that
we  have  the  right to switch our customers without their consent to such other
providers, our customers have the right to discontinue such service at any time.
Accordingly,  the termination or nonrenewal of our contract with Worldcom or the
loss of the telecommunications services provided by Worldcom would likely have a
material  adverse  effect  on our results of operations and financial condition.

                                        5
We  currently  use  third  party  merchant  card  payment processing services to
process  our  customer's  credit  card  payments.  Termination,  disruptions, or
reductions  in the ability of our third party processing services to process our
customer's credit card payments could disrupt our ability to collect payment for
our  services  and  could  have  a  material  adverse  effect  on our results of
operations.  The  Company  has  experienced such disruptions in the past and may
encounter  such disruptions in the future.  In an effort to minimize the effects
of  such  disruptions,  the  Company  is  currently  in  the process of securing
multiple  merchant card payment processors.  However, there can be no assurances
that  the  Company  will  be  able  to  secure  such  additional  processors.

We  currently  use  and  will  continue  to  use billing services provided by US
Billing,  a  publicly  traded  company  ("USBI").  USBI  is  in  the business of
providing billing services to the LEC.  There can be no assurance that USBI will
continue  to  offer  us  billing services on terms we find acceptable.  USBI may
decrease the extent to which its name may be used on bills for which it provides
billing  services.  The  loss  of  USBI's billing services or decreased customer
awareness of the USBI name could have a material adverse effect on our marketing
strategy  and  retention  of  existing  customers.

We  do  not  have  our  own Internet Network.  We currently provide our Internet
Service  Provider Access services pursuant to a one-year agreement with Ziplink,
Inc.,  ("Ziplink").  Pursuant  to  the  Agreement,  the  Company is subject to a
monthly  minimum  commitment  of  $500.  In addition, we are committed to pay an
additional  set-up  fee  of  $100.  Although  we believe that our relations with
Ziplink  are strong and should remain so with continued contract compliance, the
termination of our contract with Ziplink, the loss of Internet services provided
by  Ziplink,  or  a  reduction in the quality of service we receive from Ziplink
could  have  a  material  adverse  effect  on  our  results  of  operations.

Our  Wireless  T-1  services  are currently provided pursuant to a contract with
Global  Pacific Internet  ("Global").  Currently, our T-1 services are available
only  in  the  Southern California region.  Under the terms of its contract with
Global, we are not subject to a monthly minimum revenue commitment.  Although we
believe  that  our  relations  with  Global are strong and should remain so with
continued  contract  compliance,  the  loss of Wireless T-1 services provided by
Global,  or  a  reduction in the quality of service we receive from Global could
have a material adverse effect on our results of operations.  We anticipate that
it  would  take  between  thirty (30) to sixty (60) days to locate a replacement
supplier  in  the  event  that  our  agreement  with  Global  is terminated.  We
currently  plan  to expand our Wireless T-1 services to other regions.  However,
there  can  be no assurances that we will or will be able to expand this service
to  other  regions.

                                        6
FUTURE  CAPITAL  NEEDS.  To  date, we have relied mostly on private funding from
the  sale  of  restricted shares of our Common Stock and short term borrowing to
fund  our  operations.  To  date, we have generated insufficient revenue to meet
our  ongoing  expenses  and  have  extremely  limited cash liquidity and capital
resources.  Our  future  capital  requirements  will  depend  on  many  factors,
including  our  ability  to market our services successfully, our cash flow from
operations,  and  competing  market  developments.  Our  business  plan requires
additional funding beyond the proceeds previously generated from the sale of our
restricted  Common  Stock.  Consequently, although we currently have no specific
plans or arrangements for financing, we intend to raise additional funds through
private placements, public offerings or other financings.  Any equity financings
would  result  in  dilution  to  our  then-existing shareholders.  Additionally,
sources of debt financing may result in higher interest expense.  Any financing,
if  available,  may  be  on  terms unfavorable to us.  If adequate funds are not
obtained,  we  may  be  required  to reduce or curtail operations.  We currently
anticipate  that  our existing capital resources will not be adequate to satisfy
our current operating expenses and capital requirements for the next full fiscal
year.  Consequently,  we  may  have  to  secure additional financing in order to
develop  our  business  plan.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK.  Our Common Stock
presently  trades on the Nasdaq over-the-counter bulletin board under the symbol
GTCC.  There  can  be  no  assurance, however, that such market will continue or
that  investors in this offering will be able to liquidate their shares acquired
in  this  Offering  at the price herein or otherwise.  There can be no assurance
that  any  other  market  will  be  established  in the future.  There can be no
assurance  that  an  investor  will  be  able to liquidate his or her investment
without  considerable  delay,  if  at all.  The price of our Common Stock may be
highly  volatile.  Additionally,  the  factors  discussed  in  this Risk Factors
section  may have a significant impact on the market price of the shares offered
in  this  Reoffer  Prospectus.

COMPETITION.  The  long  distance  telecommunications  industry  is  highly
competitive  and affected by the introduction of new services by, and the market
activities  of,  major  industry  participants,  including AT&T Corp., Worldcom,
Sprint  Corporation,  local  exchange  carriers such as Bell Atlantic, and other
national  and regional interexchange carriers.  Competition in the long distance
business is based upon pricing, customer service, billing services and perceived
quality.  We  compete  against  various  national  and  regional  long  distance
carriers  that are composed of both facilities-based providers (those that carry
long  distance  traffic  on their own equipment) and switchless resellers (those
that  resale  long  distance  carried  by  facilities-based  providers) offering
essentially  the  same  services  as  GTC.  Several  of  our  competitors  are
substantially  larger  and  have  greater  financial,  technical  and  marketing
resources.  Although  we  believe that we have the human and technical resources
to  pursue our strategy and compete effectively in this competitive environment,
our  success  will depend upon our  continued ability to profitably provide high
quality,  high  value  services  at  prices generally competitive with, or lower
than,  those  charged  by  our  competitors.

We  expect  to  encounter  continued  competition  from  major  domestic  and
international  communications  companies.  In  addition,  we  may  be subject to
additional  competition  due to the enactment of the Telecommunications Act, the
development  of  new  technologies  and  increased  availability of domestic and
international  transmission  capacity.  A  continuing  trend  toward  business
combinations  and  alliances  in  the  telecommunications  industry  may  create
significant  new  competitors,  which  may  have  financial, personnel and other
resources  significantly greater than those of GTC.  Other potential competitors
include  cable  television  companies,  wireless  telephone  companies, electric
utilities,  microwave  carriers  and  private  networks  of  large  end  users.

The telecommunications industry is in a period of rapid technological evolution,
marked  by  the introduction of new product and service offerings and increasing
transmission  capacity  for services similar to those provided by us.  We cannot
predict  which  of  many  possible  future product and service offerings will be
important  to  maintain  our  competitive  position or what expenditures will be
required  to  develop  and  provide  such  products  and  services.

                                        7
The  market  for  Internet-based  online  services  is relatively new, intensely
competitive and rapidly changing. Since the advent of commercial services on the
Internet, the number of Internet Service Providers and online services competing
for  users'  attention  and  spending  has  proliferated because of, among other
reasons,  the  absence  of  substantial  barriers  to  entry, and we expect that
competition  will  continue  to  intensify.  Many  of  our current and potential
competitors  such  as  Earthlink,  PsiNet,  AOL,  UUNET,  Microsoft Network, and
Prodigy  have  longer  operating histories, larger customer bases, greater brand
recognition  and significantly greater financial, marketing and other resources.
These  competitors  may  be  able  to  respond  more  quickly to new or emerging
technologies  and  changes  in  customer  requirements  and  to  devote  greater
resources  to the development, promotion and sale of their products and services
than  we  are.

We  currently  believe  that  our  Internet  Related  Services  are  marketed at
competitive  rates  and  provide  quality  and  services  comparable  to  our
competitors.  However,  our  Internet  Related  Services  are intended more as a
value  added  service to attract customers to the our Telecommunication Services
as  opposed  to a revenue generating service.  We are offering unlimited dial-up
service  for  $9.95  per  month  and  DSL service at rates raging from $59.95 to
$249.95  per  month.  We  anticipate that revenue generated exclusively from our
Internet  Related  Services  will  be  immaterial  to our results of operations.
Rather,  we  expect  to  derive  sufficient  revenue  from our Telecommunication
Services  and  Internet  related advertising revenue to pay for the costs of our
Internet  Related  Services.

We  can  make  no representations or assurances that there will not be increased
competition  or  that our projections will ever be realized due to the intensity
of  competition.

CONCENTRATION OF STOCK OWNERSHIP.  As of May 15, 2000, the present directors and
executive  officers,  and  their  respective  affiliates  beneficially  owned
approximately  29.68% of our outstanding common stock, along with vested options
to  purchase  an  additional 607,667 shares of the Company's Common Stock.  As a
result  of  their  ownership,  the  directors  and  executive officers and their
respective  affiliates  collectively  are  able  to  significantly influence all
matters  requiring shareholder approval, including the election of directors and
approval  of significant corporate transactions. This concentration of ownership
may  also  have the effect of delaying or preventing a change in control of GTC.

DEPENDENCE  ON  MANAGEMENT.  Our  success depends, to a significant extent, upon
certain  key  employees  and  directors,  including primarily, Paul Sandhu, Eric
Clemons, Mark Fleming, Gerald A. DeCiccio, John Eger and Clay T. Whitehead.  The
loss  of  services  of  one or more of these employees or directors could have a
material  adverse effect on our business.  In addition, we have substantial need
for  additional  qualified  management and marketing personnel.  We believe that
our  future success will also depend in part upon our ability to attract, retain
and  motivate  qualified  personnel.  There  can be no assurance that we will be
successful  in  attracting  and  retaining such personnel.  Competition for such
personnel  is  intense.  We  currently  do not maintain a policy of key man life
insurance  on  any  employees.

MAINTENANCE  OF  CUSTOMER DATABASE.  Our customers are not obligated to purchase
any  minimum  usage  amount and can discontinue service, without penalty, at any
time.  There  can be no assurance that customers will continue to buy their long
distance  telephone service through us.  In the event that a significant portion
of  our  customers  decide  to  purchase long distance service from another long
distance  service  provider,  there  can be no assurance that we will be able to
replace  our customer base from other sources.  Loss of a significant portion of
our  customers would have a material adverse effect on our results of operations
and  financial  condition.

A  high  level  of customer attrition is inherent in the long distance industry,
and our revenues are affected by such attrition.  Attrition is attributable to a
variety  of factors, including termination of customers by us for nonpayment and
the  initiatives  of existing and new competitors as they engage in, among other
things,  national advertising campaigns, telemarketing programs and the issuance
of  cash  or  other  forms  of  incentives.

                                        8
LACK  OF  CONTROL  OVER  MARKETING  ACTIVITIES.  Certain  marketing  practices,
including  the methods and means to convert a customer's long distance telephone
service  from  one  carrier  to another, have recently been subject to increased
regulatory  review  at  both  the  federal  and  state  levels.  This  increased
regulatory  review could affect adversely the possible future acquisition of new
business from other resellers.  Our marketing activities mandate compliance with
applicable  state  and federal regulations.  We are unable to predict the effect
of  such  increased  regulatory  review.

GOVERNMENT  REGULATION.  Our  provision of communications services is subject to
government  regulation.  Federal  law  regulates  interstate  and  international
telecommunications,  while states have jurisdiction over telecommunications that
originate  and terminate within the same state.  Changes in existing policies or
regulations  in  any  state  or by the Federal Communications Commission ("FCC")
could  have  a  material adverse effect on our financial condition or results of
operations,  particularly  if  those  policies  make it more difficult for us to
obtain  service  from  Worldcom  or other long distance companies at competitive
rates,  or  otherwise  increase the cost and regulatory burdens of marketing and
providing service.  There can be no assurance that the regulatory authorities in
one  or  more states or the FCC will not take action having an adverse effect on
the  business  or  financial  condition  or  results  of  operations  of  GTC.

We  are subject to regulation by the FCC and by various state public service and
public  utility commissions as a nondominant provider of long distance services.
We  are  required  to file tariffs for interstate and international service with
the  FCC,  which  tariffs  are presumed lawful and become effective on one day's
notice.  We  are also required to file tariffs or obtain approval for intrastate
service  provided  in  most  of  the  states  in  which  we market long distance
services.  By  engaging  in direct marketing to end users, we will be subject to
applicable  regulatory  standards for marketing activities and the increased FCC
and  state  attention to certain marketing practices may become more significant
to  us.

ADVERSE  EFFECT  OF  RAPID  TECHNOLOGICAL  CHANGE  AND  SERVICE.  The
telecommunications  industry  has  been  characterized  by  rapid  technological
change,  frequent new service introductions and evolving industry standards.  We
believe  that  our  future success will depend on our ability to anticipate such
changes,  and  to  offer  services  on  a  timely basis that meet these evolving
standards.  There  can be no assurance that we will have sufficient resources to
make  necessary  investments  or to introduce new services that would satisfy an
expanded  range  of  end  user  needs.

EXPANSION  INTO  NEW  BUSINESS  ACTIVITIES.  We  will  market  its long distance
services  directly  to end users.  Such direct marketing will increase our costs
as  we  hire  new  employees,  provide increased customer support and collection
services, and acquire additional equipment.  We also are required to comply with
additional  regulatory  standards  for  direct  marketing  of telecommunications
services.

PROTECTION  OF  PROPRIETARY  INFORMATION.  Currently,  we do not hold patents or
trademarks on any of our names, products or processes under development.  We do,
however,  treat  our  technical  data  as  confidential  and  rely  on  internal
nondisclosure  safeguards,  as  well  as  on  laws  protecting trade secrets, to
protect  its  proprietary  information.  There  can  be  no assurance that these
measures  will  adequately  protect  the  confidentiality  of  our  proprietary
information or that others will not independently develop products or technology
that  are  equivalent  or  superior  to  ours.  We  may  receive  in the future,
communications  from  third  parties  asserting  that  our products infringe the
proprietary  rights  of  third parties.  There can be no assurance that any such
claims would not result in protracted and costly litigation, having a materially
adverse  and  negative  effect  on  us  and  our  financial  results.

                                        9
DIFFICULTY  OF  PLANNED  EXPANSION; MANAGEMENT OF GROWTH.  We plan to expand our
level  of  operations.  Our  operating results will be adversely affected if net
sales  do  not increase sufficiently to compensate for the increase in operating
expenses  caused  by  this  expansion.  In  addition,  our  planned expansion of
operations  may cause significant strain on our management, technical, financial
and  other  resources.  To  manage  our  growth effectively, we must continue to
improve and expand our existing resources and management information systems and
must attract, train and motivate qualified managers and employees.  There can be
no assurance, however, that we will successfully be able to achieve these goals.
If  we  are  unable  to manage growth effectively, our operating results will be
adversely  affected.

SHARES  ELIGIBLE FOR FUTURE SALE.  At the conclusion of this offering, a maximum
of  19,727,044  shares  of  our  Common Stock will be issued and outstanding, of
which  approximately 5,544,038 shares will be "restricted securities," and under
certain  circumstances  may,  in the future, be sold in compliance with Rule 144
adopted  under  the  Securities Act.  In general, under Rule 144, subject to the
satisfaction  of  certain  other conditions, a person, including an affiliate of
GTC,  who  has beneficially owned restricted shares of Common Stock for at least
one  year  is  entitled  to  sell, in certain brokerage transactions, within any
three-month period, a number of shares that does not exceed the greater of 1% of
the total number of outstanding shares of the same class, or if the Common Stock
is  quoted  on  Nasdaq  or  a  stock exchange, the average weekly trading volume
during  the  four  calendar  weeks immediately preceding the sale.  A person who
presently  is  not  and  who has not been an affiliate of GTC for at least three
months  immediately preceding the sale and who has beneficially owned the shares
of  Common  Stock  for  at least two years is entitled to sell such shares under
Rule  144  without  regard  to  any  of  the volume limitations described above.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  COMMON  STOCK.  Our  Articles  of
Incorporation authorize the issuance of up to 50,000,000 shares of Common Stock.
Our  Board  of  Directors has the authority to issue additional shares of Common
Stock  and  to issue options and warrants to purchase shares of our Common Stock
without  shareholder  approval.  Future  issuance  of  Common  Stock could be at
values  substantially  below  current  market  prices  therefore could represent
further  substantial  dilution  to investors in this Offering.  In addition, the
Board  could  issue  large  blocks  of  voting stock to fend off unwanted tender
offers  or  hostile  takeovers  without  further  shareholder  approval.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  PREFERRED  STOCK.   Our  Articles  of
Incorporation  also  authorizes  the  issuance  of  up  to  10,000,000 shares of
Preferred  Stock  in  one  or more series.  Consequently, our Board of Directors
have  the  authority  to  fix the number of preferred shares and to determine or
alter  for  each  such series, such voting powers, full or limited, or no voting
powers,  and  such  designations,  preferences,  and  relative,  participating,
optional,  or other rights and such qualifications, limitations, or restrictions
thereof,  in  a  resolution  or  resolutions  adopted  by the Board of Directors
providing  for  the  issue  of  such  shares.  The  Board  of Directors are also
authorized  to  increase or decrease (but not below the number of shares of such
series  then  outstanding)  the number of shares of any series subsequent to the
issue  of  shares  of  that  series.

                               USE  OF  PROCEEDS

We  will not receive any of the proceeds from the sale of shares of common stock
by  the  Selling  Shareholders.

                                       10
SELLING SHAREHOLDERS

The  Shares of GTC to which this Reoffer Prospectus relates are being registered
for  reoffers  and  resales by the Selling Shareholders, who acquired the Shares
pursuant  to  a  compensatory benefit plan with GTC for consulting services they
provided  to  GTC. The Selling Shareholders may resell all, a portion or none of
such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the Company as of May 15, 2000, the number of Shares
owned, the number of Shares registered by this Reoffer Prospectus and the number
and  percent  of  outstanding  Shares  that  will be owned after the sale of the
registered  Shares  assuming  the  sale  of  all  of  the  registered  Shares.
% OF SHARES
                        NUMBER OF     NUMBER OF SHARES                    OWNED BY
SELLING                 SHARES OWNED  REGISTERED BY     NUMBER OF SHARES  SHAREHOLDER
SHAREHOLDERS            BEFORE SALE   PROSPECTUS        OWNED AFTER SALE  AFTER SALE
----------------------  ------------  ----------------  ----------------  ------------

Edwin Wong                   100,000           100,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Johnathan Eng                 24,000            24,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Robert Gleckman              173,333           173,333                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Dean Kern                    100,000           100,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Sheldon Goldberg              10,000            10,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Mace Horowitz                  3,000             2,000             1,000          < 1%
----------------------  ------------  ----------------  ----------------  ------------

Michael Freedman               5,000             5,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

Ed Jacobs                     24,000            24,000                 0         0.00%
----------------------  ------------  ----------------  ----------------  ------------

M. Richard Cutler (1)         40,500            25,500            15,000          < 1%
----------------------  ------------  ----------------  ----------------  ------------
(1) Mr. Cutler is GTC's securities attorney.  The securities registered pursuant
to the Reoffer Prospectus represents shares of common stock issued to Mr. Cutler
in  exchange  for  legal  services  provided  to  GTC.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or  more  transactions  on  the  Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

                                       11
The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company will pay all expenses in connection with this offering and will not
receive  any  proceeds  from  sales  of  any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  the  Cutler  Law  Group, Newport Beach, California.    Employees of
The Cutler  Law Group  currently  hold  40,950  shares  of  the Company's Common
Stock.

                                     EXPERTS

The  balance  sheets  as  of  June  30,  1999  and the statements of operations,
shareholders'  equity  and  cash flows for the two years ended June 30, 1999 and
1998  of  GTC  Telecom  Corp.,  have  been  incorporated  by  reference  in this
Registration  Statement  in  reliance  on  the  report  of  Corbin  & Wertz LLP,
independent  accountants,  given  on  the  authority  of that firm as experts in
accounting  and  auditing.

                                      12
PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's Annual Report on Form 10-KSB filed with the Commission
on  October  13,  1999.

(ii)     All  other  reports  and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and 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 and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

                                      II-1
Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company by the Cutler Law Group, counsel to the Company.

Mr. M. Richard Cutler, principal of the Cutler Law Group is the beneficial owner
of  40,500 shares of Common Stock of the Company. 25,500 shares of the foregoing
are  being  registered for sale herein.  Other employees of the Cutler Law Group
hold  an  additional  450  shares  of  the  Common  Stock  of  the  Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification  of  the  Company's  Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance of the exemption from the registration requirements of the
Securities  Act  of 1933, as amended, contained in Section 4(2) thereof covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

ITEM  8.  EXHIBITS

3.1          Articles  of  Incorporation  of  the  Registrant,  as  amended
             (incorporated  herein  by  reference  to  Exhibits  3.1,  3.2,  and
             3.3  of  the  Registrant's  Registration  Statement  on  Form 10-SB
             (File No. 0-25703), as amended (the  "Form  10-SB").

3.2          Bylaws  of  the  Registrant  (incorporated  herein  by reference to
             Exhibit  3.4  of  the  Registrant's  Form  10-SB).

5.1          Opinion  of  M.  Richard  Cutler,  Esq., counsel to the Registrant,
             regarding  legality  of  securities  being  registered.

10.1         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Edwin  Wong.

10.2         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Johnathan  Eng.

10.3         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Robert  Gleckman.

10.4         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Dean  Kern

                                      II-2
10.5         Consulting  Services  Letter  Agreement by and between GTC Telecom
             Corp.  &  Sheldon  Goldberg.

10.6         Consulting  Services  Letter  Agreement by and between GTC Telecom
             Corp.  &  Mace  Horowitz.

10.5         Consulting  Services  Letter  Agreement by and between GTC Telecom
             Corp.  &  Michael  Freedman.

10.6         Consulting  Services  Agreement by and between GTC Telecom Corp. &
             Ed  Jacobs.

10.7         Legal  Services  Agreement by and between GTC Telecom Corp. and M.
             Richard  Cutler

23.1         Consent  of  M.  Richard  Cutler  (included  in  Exhibit  5.1).

23.2         Consent  of  Corbin  &  Wertz LLP, Independent Public Accountants.

                                      II-3
ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

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

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

(ii)  To  reflect  in  the  prospectus  any  facts  or  events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement;
and

(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; provided,
however,  that  paragraphs  (a)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

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

                                      II-4
(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 is 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  Costa Mesa, State of California, on May 19, 2000

                                           GTC  TELECOM  CORP.

                                           By:  /s/ S.  Paul  Sandhu
                                           Its:    President  &  CEO

     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.

/s/  S.  Paul  Sandhu           President,  CEO  and  Director
S.  Paul  Sandhu

/s/  Eric  A.  Clemons          Secretary, Chief Operating Officer and Director
Eric  A.  Clemons

/s/  Gerald  A.  DeCiccio       Chief  Financial  Officer
Gerald  A.  DeCiccio

                                      II-6