<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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


                              PACTEL CORPORATION

A California Corporation              I.R.S. Employer No. 94-2995122


                                 2999 Oak Road
                            Walnut Creek, CA 94596
                                (510) 210-3900


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


                PACTEL CORPORATION EMPLOYEE STOCK PURCHASE PLAN

                              Agent for Service:

                             Lydell L. Christensen
             Executive Vice President and Chief Financial Officer
                              PacTel Corporation
                               130 Kearny Street
                            San Francisco, CA 94108
                                (415) 394-3000

                 Please send copies of all communications to:

                             Kristina Veaco, Esq.
                                Senior Counsel
                             Pacific Telesis Group
                               130 Kearny Street
                            San Francisco, CA 94108
                                (415) 394-3000

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

                        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       Share(2)   Price(2)         Fee
- ----------------------------------------------------------------------------
Common Stock,
$.01 par value(1)   2,400,000 shs.   $23.75     $57,000,000   $19,655.17
============================================================================

(1)   Including  associated Series  A  Participating Preferred  Stock purchase
      rights.

(2)   Estimated in accordance with Rule 457(c) and (h), solely for purposes of
      calculating the  registration fee, on  the basis of  the average of  the
      high and low sale prices  on the New York Stock Exchange  on January 13,
      1994.


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

This  Registration Statement will  become effective upon  filing in accordance
with Rule 462 under the Securities Act of 1933.













                                    <PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.*


Item 2. Registrant Information and Employee Plan Annual Information.*

*  Information required  by  Part I  to  be  contained  in  the  Section 10(a)
prospectus is  omitted from  this Registration  Statement  in accordance  with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents By Reference.

The  following documents  filed  by the  Registrant  with the  Securities  and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:

   (a)  the prospectus filed on December 6, 1993 pursuant to Rule 424(b) under
the  Securities Act of 1933,  which contains audited  financial statements for
the  fiscal  year ended  December 31,  1992, the  latest  fiscal  year of  the
Registrant for which such statements have been audited; 

   (b)  all other  reports filed  pursuant to  section 13(a)  or 15(d)  of the
Securities Exchange  Act of  1934 (the  "Exchange Act") since  the end  of the
fiscal year covered by the prospectus referred to in (a) above; and

   (c)  the  description of  the Registrant's  Common Stock  contained in  the
Registration Statement on Form  8-A (File No. 1-12342) filed on  September 10,
1993 pursuant to  section 12(b) of the Exchange Act,  including any subsequent
amendment or report filed for the purpose of updating such description.

   All documents filed by the Registrant pursuant to sections 13(a), 13(c), 14
and 15(d)  of the  Exchange Act  subsequent to the  date of  this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities  offered hereby  have been  sold or  that deregisters  all
securities  then remaining  unsold  will  be  deemed  to  be  incorporated  by
reference in this Registration Statement and to be made a part hereof from the
date of filing of such documents.


Item 4. Description of Securities.

Not applicable.


Item 5. Interests of Named Experts and Counsel.

Not applicable.


Item 6. Indemnification of Directors and Officers.

Sections 309  and 317 of the California  General Corporation Law authorize the
Registrant   to   indemnify  its   directors   and   officers  under   certain
circumstances.   Such authorization  is sufficiently  broad to  include, under
certain  circumstances, indemnification  against liability  arising under  the
Securities Act of  1933.  The  Registrant's Amended  and Restated Articles  of
Incorporation provide  that the Registrant  shall indemnify its  directors and
officers to the fullest  extent permitted by  California law.  The  Registrant
has entered  into separate indemnification  agreements with its  directors and
officers  that require the Registrant,  among other things,  to indemnify them
against  certain liabilities, including derivative  claims, which may arise by
reason of their status or service as directors or officers.

                                      -2-










                                    <PAGE>


Item 7. Exemption from Registration Claimed.

Not applicable.


Item 8. Exhibits.

Pursuant  to Rule 102(a) of Regulation S-T, exhibits identified in parentheses
below, on  file with the Commission,  are incorporated herein by  reference as
exhibits hereto.

Exhibit
Number                          Description
- -------                         ----------- 

 4      Rights  Agreement between PacTel Corporation and the Bank of New York,
        Rights  Agent, dated as of July 22, 1993 (incorporated by reference to
        Exhibit 4.2 of the Registration Statement on Form S-1 filed August 27,
        1993 (File No. 33-08012)).

 5      Opinion of P. H. White, General Counsel of PacTel Corporation.

 23(i)  Consent of P. H. White (included in Exhibit 5).

 23(ii) Consent of Coopers & Lybrand.
 
 24     Powers of Attorney.


Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

   (1)  to file, during any period in which offers or sales are being made  of
the  securities   registered  hereby,  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  this Registration Statement  (or the  most
   recent post-effective  amendment thereof) which, individually  or in the
   aggregate, represent a  fundamental change in the  information set forth
   in this Registration Statement;

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

   provided,  however, that paragraphs (1)(i)  and (1)(ii) do  not apply if
   the information required to be included in a post-effective amendment by
   those  paragraphs  is  contained  in  periodic  reports   filed  by  the
   Registrant  pursuant to  section 13 or  section 15(d) of  the Securities
   Exchange  Act of  1934  that  are  incorporated  by  reference  in  this
   Registration Statement;

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

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

(b) The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report  pursuant to section 13(a) or  section 15(d) of the

                                      -3-










                                    <PAGE>

Securities Exchange  Act of 1934  (and, where  applicable, each  filing of  an
employee  benefit  plan's  annual  report  pursuant  to  section 15(d)  of the
Securities  Exchange Act  of 1934) that  is incorporated by  reference in this
Registration  Statement shall  be deemed  to be  a new  registration statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to  be the initial bona fide offering
thereof.

(c) Insofar  as indemnification for  liabilities arising under  the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to the  provisions  described  in  Item  6 of  this
Registration  Statement, 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 Act  and will  be governed by  the
final adjudication of such issue.

















































                                      -4-










                                    <PAGE>

                                  SIGNATURES

Pursuant  to the  requirements of the  Securities Act of  1933, the Registrant
certifies that it has  reasonable grounds to believe that it meets  all of the
requirements  for filing  on Form S-8  and has  duly caused  this Registration
Statement to  be  signed on  its  behalf by  the undersigned,  thereunto  duly
authorized, in the City of San Francisco, State of California,  on January 18,
1994.


PACTEL CORPORATION



By  /s/ Mohan S. Gyani 
    Vice President and Treasurer


                                     * * *

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.


Sam  Ginn,* Chairman  of  the Board  and  Chief Executive  Officer  (Principal
Executive Officer)

Lydell L.  Christensen,* Executive Vice President and  Chief Financial Officer
(Principal Financial Officer)

Mohan S. Gyani,* Vice President and Treasurer (Principal Accounting Officer)

James R. Harvey,* Director

Paul Hazen,* Director

*By /s/ Mohan S. Gyani
     Attorney-in-fact

DATE January 18, 1994
































                                      -5-










                                    <PAGE>

                                 EXHIBIT INDEX

Exhibits identified in  parentheses below,  on file with  the Commission,  are
incorporated  herein by reference as exhibits hereto.   All other exhibits are
provided as part of the electronic transmission.

Exhibit
Number                          Description
- -------                         -----------

 4      Rights  Agreement between PacTel Corporation and the Bank of New York,
        Rights  Agent, dated as of July 22, 1993 (incorporated by reference to
        Exhibit 4.2 of the Registration Statement on Form S-1 filed August 27,
        1993 (File No. 33-08012)).

 5      Opinion of P. H. White, General Counsel of PacTel Corporation.

 23(i)  Consent of P. H. White (included in Exhibit 5).

 23(ii) Consent of Coopers & Lybrand.

 24     Powers of Attorney.



















































                                      -6-
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{"company-data": {"conformed-name": "PACTEL CORP", "cik": "0000904255", "assigned-sic": "4812", "irs-number": "942995122", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-51947", "film-number": "94501814"}, "business-address": {"street1": "130 KEARNEY STREET", "street2": "STE 3002", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "5102103900"}, "mail-address": {"street1": "2999 OAK ROAD", "street2": "MS 900", "city": "WALNUT CREEK", "state": "CA", "zip": "94596"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                              PACTEL CORPORATION

A California Corporation              I.R.S. Employer No. 94-2995122

                                 2999 Oak Road
                            Walnut Creek, CA 94596
                                (510) 210-3900

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

                PACTEL CORPORATION EMPLOYEE STOCK PURCHASE PLAN

                              Agent for Service:

                             Lydell L. Christensen
             Executive Vice President and Chief Financial Officer
                              PacTel Corporation
                               130 Kearny Street
                            San Francisco, CA 94108
                                (415) 394-3000

                 Please send copies of all communications to:

                             Kristina Veaco, Esq.
                                Senior Counsel
                             Pacific Telesis Group
                               130 Kearny Street
                            San Francisco, CA 94108
                                (415) 394-3000

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

                        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       Share(2)   Price(2)         Fee
- ----------------------------------------------------------------------------
Common Stock,
$.01 par value(1)   2,400,000 shs.   $23.75     $57,000,000   $19,655.17
============================================================================

(1)   Including  associated Series  A  Participating Preferred  Stock purchase
      rights.

(2)   Estimated in accordance with Rule 457(c) and (h), solely for purposes of
      calculating the  registration fee, on  the basis of  the average of  the
      high and low sale prices  on the New York Stock Exchange  on January 13,
      1994.

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

This  Registration Statement will  become effective upon  filing in accordance
with Rule 462 under the Securities Act of 1933.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*  Information required  by  Part I  to  be  contained  in  the  Section 10(a)
prospectus is  omitted from  this Registration  Statement  in accordance  with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents By Reference.

The  following documents  filed  by the  Registrant  with the  Securities  and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:

   (a)  the prospectus filed on December 6, 1993 pursuant to Rule 424(b) under
the  Securities Act of 1933,  which contains audited  financial statements for
the  fiscal  year ended  December 31,  1992, the  latest  fiscal  year of  the
Registrant for which such statements have been audited; 

   (b)  all other  reports filed  pursuant to  section 13(a)  or 15(d)  of the
Securities Exchange  Act of  1934 (the  "Exchange Act") since  the end  of the
fiscal year covered by the prospectus referred to in (a) above; and

   (c)  the  description of  the Registrant's  Common Stock  contained in  the
Registration Statement on Form  8-A (File No. 1-12342) filed on  September 10,
1993 pursuant to  section 12(b) of the Exchange Act,  including any subsequent
amendment or report filed for the purpose of updating such description.

   All documents filed by the Registrant pursuant to sections 13(a), 13(c), 14
and 15(d)  of the  Exchange Act  subsequent to the  date of  this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities  offered hereby  have been  sold or  that deregisters  all
securities  then remaining  unsold  will  be  deemed  to  be  incorporated  by
reference in this Registration Statement and to be made a part hereof from the
date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Sections 309  and 317 of the California  General Corporation Law authorize the
Registrant   to   indemnify  its   directors   and   officers  under   certain
circumstances.   Such authorization  is sufficiently  broad to  include, under
certain  circumstances, indemnification  against liability  arising under  the
Securities Act of  1933.  The  Registrant's Amended  and Restated Articles  of
Incorporation provide  that the Registrant  shall indemnify its  directors and
officers to the fullest  extent permitted by  California law.  The  Registrant
has entered  into separate indemnification  agreements with its  directors and
officers  that require the Registrant,  among other things,  to indemnify them
against  certain liabilities, including derivative  claims, which may arise by
reason of their status or service as directors or officers.

                                      -2-
Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Pursuant  to Rule 102(a) of Regulation S-T, exhibits identified in parentheses
below, on  file with the Commission,  are incorporated herein by  reference as
exhibits hereto.

Exhibit
Number                          Description
- -------                         ----------- 

 4      Rights  Agreement between PacTel Corporation and the Bank of New York,
        Rights  Agent, dated as of July 22, 1993 (incorporated by reference to
        Exhibit 4.2 of the Registration Statement on Form S-1 filed August 27,
        1993 (File No. 33-08012)).

 5      Opinion of P. H. White, General Counsel of PacTel Corporation.

 23(i)  Consent of P. H. White (included in Exhibit 5).

 23(ii) Consent of Coopers & Lybrand.
 
 24     Powers of Attorney.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

   (1)  to file, during any period in which offers or sales are being made  of
the  securities   registered  hereby,  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  this Registration Statement  (or the  most
   recent post-effective  amendment thereof) which, individually  or in the
   aggregate, represent a  fundamental change in the  information set forth
   in this Registration Statement;

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

   provided,  however, that paragraphs (1)(i)  and (1)(ii) do  not apply if
   the information required to be included in a post-effective amendment by
   those  paragraphs  is  contained  in  periodic  reports   filed  by  the
   Registrant  pursuant to  section 13 or  section 15(d) of  the Securities
   Exchange  Act of  1934  that  are  incorporated  by  reference  in  this
   Registration Statement;

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

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

(b) The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report  pursuant to section 13(a) or  section 15(d) of the

                                      -3-
Securities Exchange  Act of 1934  (and, where  applicable, each  filing of  an
employee  benefit  plan's  annual  report  pursuant  to  section 15(d)  of the
Securities  Exchange Act  of 1934) that  is incorporated by  reference in this
Registration  Statement shall  be deemed  to be  a new  registration statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to  be the initial bona fide offering
thereof.

(c) Insofar  as indemnification for  liabilities arising under  the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to the  provisions  described  in  Item  6 of  this
Registration  Statement, 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 Act  and will  be governed by  the
final adjudication of such issue.

                                      -4-
SIGNATURES

Pursuant  to the  requirements of the  Securities Act of  1933, the Registrant
certifies that it has  reasonable grounds to believe that it meets  all of the
requirements  for filing  on Form S-8  and has  duly caused  this Registration
Statement to  be  signed on  its  behalf by  the undersigned,  thereunto  duly
authorized, in the City of San Francisco, State of California,  on January 18,
1994.

PACTEL CORPORATION

By  /s/ Mohan S. Gyani 
    Vice President and Treasurer

                                     * * *

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.

Sam  Ginn,* Chairman  of  the Board  and  Chief Executive  Officer  (Principal
Executive Officer)

Lydell L.  Christensen,* Executive Vice President and  Chief Financial Officer
(Principal Financial Officer)

Mohan S. Gyani,* Vice President and Treasurer (Principal Accounting Officer)

James R. Harvey,* Director

Paul Hazen,* Director

*By /s/ Mohan S. Gyani
     Attorney-in-fact

DATE January 18, 1994

                                      -5-
EXHIBIT INDEX

Exhibits identified in  parentheses below,  on file with  the Commission,  are
incorporated  herein by reference as exhibits hereto.   All other exhibits are
provided as part of the electronic transmission.

Exhibit
Number                          Description
- -------                         -----------

 4      Rights  Agreement between PacTel Corporation and the Bank of New York,
        Rights  Agent, dated as of July 22, 1993 (incorporated by reference to
        Exhibit 4.2 of the Registration Statement on Form S-1 filed August 27,
        1993 (File No. 33-08012)).

 5      Opinion of P. H. White, General Counsel of PacTel Corporation.

 23(i)  Consent of P. H. White (included in Exhibit 5).

 23(ii) Consent of Coopers & Lybrand.

 24     Powers of Attorney.

                                      -6-