<PAGE>

As filed with the Securities and Exchange Commission on April 19,
1996.

                                  Registration No. 333-__________
- -----------------------------------------------------------------
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                     -----------------------
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                     -----------------------

                   SA TELECOMMUNICATIONS, INC.
     (Exact name of Registrant as specified in its charter)

          Delaware                               75-2258519
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

   1600 Promenade Center, 15th Floor
          Richardson, Texas                         75080
(Address of Principal Executive Offices)          (Zip Code)

                     -----------------------
            January 1, 1994 Amended Stock Option Plan
     (Comprising a part of the Incentive Stock Option Plan)
                    (Full title of the plan)
                     -----------------------

      LYNN H. JOHNSON, ESQ.                    Copy to:
Vice President and General Counsel       MARK S. SOLOMON, ESQ.
  SA TELECOMMUNICATIONS, INC.               Arter & Hadden
1600 Promenade Center, 15th Floor     1717 Main Street, Suite 4100
    Richardson, Texas  75080            Dallas, Texas  75201-4605
         (214) 690-5888                      (214) 761-2100
  (Name, address and telephone
  number, including area code,
      of agent for service)

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

<TABLE>

                 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------

<CAPTION>

                              Proposed  Proposed
Title of                      Maximum   Maximum
Securities     Amount         Offering  Aggregate  Amount of
to be          to be          Price Per Offering   Registration
Registered     Registered(1)  Share(2)  Price(2)   Fee(3)
- ----------     -------------  --------- ---------- ------------
<S>            <C>            <C>       <C>        <C>
Common Stock   2,000,000      $2.21875  $4,437,500 $1531.00
($.0001 par    Shares
value)
- ------------------------------------------------------------------

                                1

<PAGE>

<FN>

     (1)  The securities to be registered represent shares of
Common Stock reserved for issuance under the January 1, 1994
Amended Stock Option Plan (comprising a part of the Incentive Stock
Option Plan) of SA Telecommunications, Inc. (collectively referred
to herein as the "Incentive Stock Option Plan").  Pursuant to Rule
416, shares of Common Stock of the Company issuable pursuant to the
exercise of options granted under the Incentive Stock Option Plan
in order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered
hereunder.

     (2)  Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and low price
per share of the Common Stock on the Nasdaq Stock Market's SmallCap
Market on April 17, 1996 ($2.21875), in accordance with Rules
457(c) and (h) and General Instruction E to Form S-8.

     (3)  Relates only to additional shares registered hereby and
does not include the amount of the registration fee previously paid
in connection with the 2,000,000 shares previously registered by
that Registration Statement on Form S-8 filed with the Commission
on January 27, 1993 (SEC Reg. No. 33-57712).

</FN>
</TABLE>

     The contents of that Registration Statement on Form S-8, SEC
File No. 33-57712, filed with the Securities and Exchange
Commission on January 27, 1993 (the "Original Registration
Statement") relating to the Incentive Stock Option Plan are
incorporated herein by reference.  The Incentive Stock Option Plan
is comprised of two separate employee benefit plans; namely, the SA
Holdings, Inc. 1992 Employee Stock Option Plan (the "1992 Plan")
and the SA Holdings, Inc. January 1, 1994 Amended Stock Option Plan
(the "1994 Amended Plan").  The 1994 Amended Plan was originally
adopted by the Board of Directors of the Company on October 30,
1993 and was amended and restated on January 1, 1994.  The 1994
Amended Plan authorized the issuance of an additional 2,000,000
shares of Common Stock under the Incentive Stock Option Plan.  The
shares to be registered hereunder relate to such additional shares.

     The only information and documents required in this
Registration Statement that were not included in the Original
Registration Statement are the additional Exhibits included in
"Item 8.  Exhibits" below.

Item 8.   Exhibits.

     (a)  Exhibits.

     Exhibit        Description

     4.1            January 1, 1994 Amended Stock Option Plan
                    (filed herewith)

     5.1            Opinion of Arter & Hadden (filed herewith)

                                2

<PAGE>

     23.1           Consent of Arter & Hadden (included in their
                    opinion filed as Exhibit 5.1)

     23.2           Consent of Price Waterhouse LLP (filed
                    herewith)

     23.3           Consent of King, Burns & Company, P.C. (filed
                    herewith)

                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that
it has reasonable grounds to believe that it meets all 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 Dallas,
Texas on April 18, 1996.

                              SA TELECOMMUNICATIONS, INC.


                              By:  /s/ Jack W. Matz, Jr.
                                   ------------------------------
                                   Jack W. Matz, Jr.
                                   Chairman and Chief Executive
                                   Officer

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on April 18,
1996.

Signature                     Title

/s/ Jack W. Matz, Jr.
- -------------------------
Jack W. Matz, Jr.             Chairman, Chief Executive Officer
                              and Director (Principal Executive
                              and Accounting Officer)


/s/ Paul R. Miller
- -------------------------
Paul R. Miller                President, Chief Operating Officer
                              and Director


/s/ J. David Darnell
- -------------------------
J. David Darnell              Vice President - Finance, Chief
                              Financial Officer and Director
                              (Principal Financial Officer)

                                3

<PAGE>

/s/ Terry R. Houston
- -------------------------
Terry R. Houston              Vice President - Telecom
                              Acquisitions and Director


/s/ Igor I. Mamantov
- -------------------------
Igor I. Mamantov              Director


/s/ John Q. Ebert
- -------------------------
John Q. Ebert                 Director


s/s Howard F. Curd
- -------------------------
Howard F. Curd                Director


/s/ Dean A. Thomas
- -------------------------
Dean A. Thomas                Director


/s/ Barry J. Williams, J.D.
- -------------------------
Barry J. Williams, M.D.       Director


/s/ Pete W. Smith
- -------------------------
Pete W. Smith                 Director


/s/ Thomas L. Cunningham
- -------------------------
Thomas L. Cunningham          Director


/s/ John H. Nugent
- -------------------------
John H. Nugent                Director


/s/ Reuben F. Richards
- -------------------------
Reuben F. Richards            Director

                                4

<PAGE>

                        INDEX TO EXHIBITS

Exhibit No.    Description of Exhibit
- -----------    ----------------------

4.1            January 1, 1994 Amended Stock Option Plan (filed
               herewith)

5.1            Opinion of Arter & Hadden (filed herewith)

23.1           Consent of Arter & Hadden (included in their
               opinion filed as Exhibit 5.1)

23.2           Consent of Price Waterhouse LLP (filed herewith)

23.3           Consent of King, Burns & Company, P.C. (filed
               herewith)

                                5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8693}]
{"company-data": {"conformed-name": "SA TELECOMMUNICATIONS INC /DE/", "cik": "0000845414", "assigned-sic": "4813", "irs-number": "752258519", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02669", "film-number": "96548861"}, "business-address": {"street1": "1912 AVE K STE 100", "city": "PLANO", "state": "TX", "zip": "75074", "phone": "2145160662"}, "mail-address": {"street1": "1600 PROMENADE CENTER", "street2": "15TH FL", "city": "RICHARDSON", "state": "TX", "zip": "75080"}, "former-company": [{"former-conformed-name": "SA TELECOMMUNICATIONS INC  /DE/", "date-changed": "19950804"}, {"former-conformed-name": "STRATEGIC ABSTRACT & TITLE CORP /TX/", "date-changed": "19950706"}, {"former-conformed-name": "SA HOLDINGS INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on April 19,
1996.

                                  Registration No. 333-__________
- -----------------------------------------------------------------
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                     -----------------------
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                     -----------------------

                   SA TELECOMMUNICATIONS, INC.
     (Exact name of Registrant as specified in its charter)

          Delaware                               75-2258519
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

   1600 Promenade Center, 15th Floor
          Richardson, Texas                         75080
(Address of Principal Executive Offices)          (Zip Code)

                     -----------------------
            January 1, 1994 Amended Stock Option Plan
     (Comprising a part of the Incentive Stock Option Plan)
                    (Full title of the plan)
                     -----------------------

      LYNN H. JOHNSON, ESQ.                    Copy to:
Vice President and General Counsel       MARK S. SOLOMON, ESQ.
  SA TELECOMMUNICATIONS, INC.               Arter & Hadden
1600 Promenade Center, 15th Floor     1717 Main Street, Suite 4100
    Richardson, Texas  75080            Dallas, Texas  75201-4605
         (214) 690-5888                      (214) 761-2100
  (Name, address and telephone
  number, including area code,
      of agent for service)

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

                 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------
Proposed  Proposed
Title of                      Maximum   Maximum
Securities     Amount         Offering  Aggregate  Amount of
to be          to be          Price Per Offering   Registration
Registered     Registered(1)  Share(2)  Price(2)   Fee(3)
- ----------     -------------  --------- ---------- ------------
Common Stock   2,000,000      $2.21875  $4,437,500 $1531.00
($.0001 par    Shares
value)
- ------------------------------------------------------------------

                                1
(1)  The securities to be registered represent shares of
Common Stock reserved for issuance under the January 1, 1994
Amended Stock Option Plan (comprising a part of the Incentive Stock
Option Plan) of SA Telecommunications, Inc. (collectively referred
to herein as the "Incentive Stock Option Plan").  Pursuant to Rule
416, shares of Common Stock of the Company issuable pursuant to the
exercise of options granted under the Incentive Stock Option Plan
in order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered
hereunder.

     (2)  Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and low price
per share of the Common Stock on the Nasdaq Stock Market's SmallCap
Market on April 17, 1996 ($2.21875), in accordance with Rules
457(c) and (h) and General Instruction E to Form S-8.

     (3)  Relates only to additional shares registered hereby and
does not include the amount of the registration fee previously paid
in connection with the 2,000,000 shares previously registered by
that Registration Statement on Form S-8 filed with the Commission
on January 27, 1993 (SEC Reg. No. 33-57712).
The contents of that Registration Statement on Form S-8, SEC
File No. 33-57712, filed with the Securities and Exchange
Commission on January 27, 1993 (the "Original Registration
Statement") relating to the Incentive Stock Option Plan are
incorporated herein by reference.  The Incentive Stock Option Plan
is comprised of two separate employee benefit plans; namely, the SA
Holdings, Inc. 1992 Employee Stock Option Plan (the "1992 Plan")
and the SA Holdings, Inc. January 1, 1994 Amended Stock Option Plan
(the "1994 Amended Plan").  The 1994 Amended Plan was originally
adopted by the Board of Directors of the Company on October 30,
1993 and was amended and restated on January 1, 1994.  The 1994
Amended Plan authorized the issuance of an additional 2,000,000
shares of Common Stock under the Incentive Stock Option Plan.  The
shares to be registered hereunder relate to such additional shares.

     The only information and documents required in this
Registration Statement that were not included in the Original
Registration Statement are the additional Exhibits included in
"Item 8.  Exhibits" below.

Item 8.   Exhibits.

     (a)  Exhibits.

     Exhibit        Description

     4.1            January 1, 1994 Amended Stock Option Plan
                    (filed herewith)

     5.1            Opinion of Arter & Hadden (filed herewith)

                                2
23.1           Consent of Arter & Hadden (included in their
                    opinion filed as Exhibit 5.1)

     23.2           Consent of Price Waterhouse LLP (filed
                    herewith)

     23.3           Consent of King, Burns & Company, P.C. (filed
                    herewith)

                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that
it has reasonable grounds to believe that it meets all 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 Dallas,
Texas on April 18, 1996.

                              SA TELECOMMUNICATIONS, INC.

                              By:  /s/ Jack W. Matz, Jr.
                                   ------------------------------
                                   Jack W. Matz, Jr.
                                   Chairman and Chief Executive
                                   Officer

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on April 18,
1996.

Signature                     Title

/s/ Jack W. Matz, Jr.
- -------------------------
Jack W. Matz, Jr.             Chairman, Chief Executive Officer
                              and Director (Principal Executive
                              and Accounting Officer)

/s/ Paul R. Miller
- -------------------------
Paul R. Miller                President, Chief Operating Officer
                              and Director

/s/ J. David Darnell
- -------------------------
J. David Darnell              Vice President - Finance, Chief
                              Financial Officer and Director
                              (Principal Financial Officer)

                                3
/s/ Terry R. Houston
- -------------------------
Terry R. Houston              Vice President - Telecom
                              Acquisitions and Director

/s/ Igor I. Mamantov
- -------------------------
Igor I. Mamantov              Director

/s/ John Q. Ebert
- -------------------------
John Q. Ebert                 Director

s/s Howard F. Curd
- -------------------------
Howard F. Curd                Director

/s/ Dean A. Thomas
- -------------------------
Dean A. Thomas                Director

/s/ Barry J. Williams, J.D.
- -------------------------
Barry J. Williams, M.D.       Director

/s/ Pete W. Smith
- -------------------------
Pete W. Smith                 Director

/s/ Thomas L. Cunningham
- -------------------------
Thomas L. Cunningham          Director

/s/ John H. Nugent
- -------------------------
John H. Nugent                Director

/s/ Reuben F. Richards
- -------------------------
Reuben F. Richards            Director

                                4
INDEX TO EXHIBITS

Exhibit No.    Description of Exhibit
- -----------    ----------------------

4.1            January 1, 1994 Amended Stock Option Plan (filed
               herewith)

5.1            Opinion of Arter & Hadden (filed herewith)

23.1           Consent of Arter & Hadden (included in their
               opinion filed as Exhibit 5.1)

23.2           Consent of Price Waterhouse LLP (filed herewith)

23.3           Consent of King, Burns & Company, P.C. (filed
               herewith)

                                5