REGISTRATION NO. 333-
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                            URSUS TELECOM CORPORATION
             (Exact name of registrant as specified in its charter)

               FLORIDA                                   65-0398306
           (State or other jurisdiction               (I.R.S. employer
           of incorporation or organization)         identification no.)

                         440 SAWGRASS CORPORATE PARKWAY
                                    SUITE 112
                             SUNRISE, FLORIDA 33325
                                 (954) 846-7887
              (Address of Registrant's principal executive offices)


                            1998 STOCK INCENTIVE PLAN
                          OF URSUS TELECOM CORPORATION
                            (Full title of the plan)

                                LUCA M. GIUSSANI
                                PRESIDENT AND CEO
                            URSUS TELECOM CORPORATION
                         440 SAWGRASS CORPORATE PARKWAY
                                    SUITE 112
                             SUNRISE, FLORIDA 33325
                                 (954) 846-7887
                     (Name, address, including zip code, and
                    telephone number, including area code, of
                         Registrant's agent for service)

                                   COPIES TO:
                            JAMES R. TANENBAUM, ESQ.
                              MICHAEL BASILE, ESQ.
                          STROOCK & STROOCK & LAVAN LLP
                    200 SOUTH BISCAYNE BOULEVARD, 33RD FLOOR
                            MIAMI, FLORIDA 33131-2385
                                 (305) 789-9384

                         CALCULATION OF REGISTRATION FEE
==============================================================================
TITLE OF EACH                          PROPOSED       PROPOSED
CLASS OF          AMOUNT TO BE         MAXIMUM        MAXIMUM     AMOUNT OF
SECURITIES TO     REGISTERED           OFFERING       AGGREGATE  REGISTRATION
BE REGISTERED                          PRICE PER      OFFERING       FEE
                                       SHARE(1)       PRICE(1)
-------------------------------------------------------------------------------
Common Stock,      1,000,000           $8.89       $8,890,625     $2,622.73   
$.01 par value     shares(2)
===============================================================================
(1)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) on the basis of the average of the high and low
         price for a share of Common Stock of Registrant as reported on the
         Nasdaq National Market on June 8, 1998.

(2)      There are also being registered hereunder such additional shares as may
         be issued pursuant to the anti-dilution provisions of the 1998 Stock
         Incentive Plan described herein.
-------------------------------------------------------------------------------

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Note:    The documents containing the information specified in this Part
         I will be sent or given to employees as  specified by Rule 428(b)(1)
         promulgated under the Securities Act of 1933, as amended (the
         "Act").  Such  documents need not be filed with the Securities and
         Exchange Commission (the "Commission") either as  part of this
         Registration Statement or as prospectuses or prospectus supplements
         pursuant to Rule 424  under the Act.  These documents and the
         documents incorporated by reference in this Registration  Statement
         pursuant to Item 3 of Part II of this Form S-8, taken together,
         constitute a prospectus that meets  the requirements of Section 10(a)
         of the Act.

          This Registration Statement on Form S-8 of Ursus Telecom Corporation,
a Florida corporation (the "Registrant"), covers 1,000,000 shares of the
Registrant's common stock, par value $.01 per share (the "Common Stock"),
reserved for issuance under the 1998 Stock Incentive Plan (the "Plan").

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

          (a) The latest prospectus dated May 12, 1998 filed pursuant to Rule
424(b) under the Act (the "Prospectus") that contains audited financial
statements for the registrant's latest fiscal year for which such statements
have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

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

The Registrant's Amended and Restated Articles of Incorporation indemnifies, to
the fullest extent permitted by the Law of the State of Florida, the directors
of the Registrant. The applicable section of the Amended and Restated Articles,
reproduced in Part II of the Company's Registration Statement on Form S-1 filed
under the Act, reads:

"Every person (and the heirs, executors and administrators of such person) who
is or was a director, officer, employee or agent of the Corporation or of any
other company, including another corporation, partnership, joint venture, trust
or other enterprise on which such person serves or served at the request of the
Corporation shall be indemnified by the Corporation against all judgments,
payments in settlement (whether or not approved by court), fines, penalties and
other reasonable costs and expenses (including attorneys' fees and costs)
imposed upon or incurred by such person in connection with or resulting from any
action, suit, proceeding, investigation or claim, civil, criminal,
administrative, legislative or other (including any criminal action, suit or
proceeding in which such person enters a plea of guilty or NOLO CONTENDERE or
its equivalent), or any appeal relating thereto which is brought or threatened
either by or in the right of the Corporation or such other company (herein
called a "Derivative Action") or by any other person, governmental authority or
instrumentality (herein called a "Third-Party Action") and in which such person
is made a party or is otherwise involved by reason of his being or having been
such director, officer, employee or agent or by reason of any action or omission
or alleged action or omission by such person in his capacity as such director,
officer, employee or agent if either (i) such person is wholly successful, on
the merits or otherwise, in defending such derivative or third-party action or
(ii) in the judgment of a court of competent jurisdiction or, in the absence of
such a determination, in the judgment of a majority of a quorum of the Board of
Directors (which quorum shall not include any director who is a party to or is
otherwise involved in such action), or, in the absence of such a disinterested
quorum, in the opinion of independent legal counsel (iii) in the case of a
Derivative Action, such person acted without negligence or misconduct in the
performance of his duty to the Corporation or such other company or (iv) in the
case of a Third-Party Action, such person acted in good faith in what he
reasonably believed to be the best interests of the Corporation or such other
company, and in addition, in any criminal action, had no reasonable cause to
believe that his action was unlawful; provided that, in the case of a Derivative
Action, such indemnification shall not be made in respect of any payment to the
Corporation or such other company or any shareholder thereof in satisfaction of
judgment or in settlement unless either (x) a court of competent jurisdiction
has approved such settlement, if any, and the reimbursement of such payment or
(y) if the court in which such action has been instituted lacks jurisdiction to
grant such approval or such action is settled before the institution of judicial
proceedings, in the opinion of independent legal counsel the applicable standard
of conduct specified hereinbefore has been met, such action was without
substantial merit, such settlement was in the best interests of the Corporation
or such other company and the reimbursement of such payment is permissible under
applicable law. In case such person is successful on the merits or otherwise in
defending part of such action, or in the judgment of such a court or such quorum
of the Board of Directors or in the opinion of such counsel has met the
applicable standard of conduct specified in the preceding sentence with respect
to part of such action, he(she) shall be indemnified by the Corporation against
the judgments, settlements, payments, fines, penalties, and other costs and
expenses attributable to such part of such action.

"The foregoing rights of indemnification shall be in addition to any rights
which any such director, officer, employee or agent may otherwise be entitled
any agreement or vote of shareholders or at law or in equity or otherwise.

"In any case in which, in the judgment of a majority of such a disinterested
quorum of the Board of Directors, any such director, officer or employee will be
entitled to indemnification under the foregoing provisions of this Article, such
amounts as they deem necessary to cover the reasonable costs and expenses
incurred by such person in connection with the action, suit, proceeding,
investigation or claim prior to final disposition thereof may be advanced to
such person upon receipt of an undertaking by or on behalf of such person to
repay such amounts if it is ultimately determined that he(she) is not so
entitled to indemnification.

"The amendment or repeal of, or adoption of any provision inconsistent with,
this Article SIXTH will require the affirmative vote of the holders of at least
66 2/3% of the Common Stock and all series of voting Preferred Stock, voting
together as a single class. Any amendment or repeal of, or adoption of any
provision inconsistent with, this Article SIXTH will not adversely affect any
right or protection existing hereunder prior to such amendment, repeal, or
adoption."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO        DESCRIPTION

4             1998 Stock Incentive Plan of Ursus Telecom Corporation.

5             Opinion of Stroock & Stroock & Lavan LLP

23.1          Consent of Ernst & Young LLP.

23.2          Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5
              to this Registration Statement).

24            Power of Attorney (included on the signature page to this 
              Registration Statement).

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

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

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

                   (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;

                    (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 (1)(i) and (1)(ii) do not apply if the
registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the 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.

          (4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

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

          Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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.

<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 this 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 Sunrise, State of Florida on the 9th day of
June, 1998.

                                   URSUS TELECOM CORPORATION


                                   By: /S/ Luca M. Giussani
                                       ------------------------------------
                                       Luca M. Giussani
                                       President & Chief Executive Officer

                                POWER OF ATTORNEY

          Each individual whose signature appears below constitutes and appoints
Luca M. Giussani as their true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capabilities (until revoked in writing), to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting said attorney- in-fact and agent and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

   Signatures                    Title                                Date
/s/  Luca M. Giussani       President, Chief Executive Officer,    June 5, 1998
-----------------------     and Director
     Luca M. Giussani                                  

/s/ Jeffrey R. Chaskin      Executive Vice President,              June 5, 1998
-----------------------     Chief Operating Officer and              
    Jeffrey R. Chaskin      Director  (Principal                              
                            Executive Officer)

/s/ Johannes S. Seefried    Chief Financial and Chief              June 5, 1998
-------------------------   Accounting  Officer (Principal     
    Johannes S. Seefried    Financial and Accounting officer)

/s/ Kenneth L. Garrett      Director                               June 5, 1998
-------------------------
    Kenneth L. Garrett

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                                                                   PAGE
NUMBER              DESCRIPTION                                          NUMBER

EXHIBIT NO          DESCRIPTION

4           1998 Stock Incentive Plan of Ursus Telecom Corporation.

5           Opinion of Stroock & Stroock & Lavan LLP

23.1        Consent of Ernst & Young LLP.

23.2        Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5 to
            this Registration Statement).

24          Power of Attorney (included on signature page to this Registration
            Statement).
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REGISTRATION NO. 333-
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            URSUS TELECOM CORPORATION
             (Exact name of registrant as specified in its charter)

               FLORIDA                                   65-0398306
           (State or other jurisdiction               (I.R.S. employer
           of incorporation or organization)         identification no.)

                         440 SAWGRASS CORPORATE PARKWAY
                                    SUITE 112
                             SUNRISE, FLORIDA 33325
                                 (954) 846-7887
              (Address of Registrant's principal executive offices)

                            1998 STOCK INCENTIVE PLAN
                          OF URSUS TELECOM CORPORATION
                            (Full title of the plan)

                                LUCA M. GIUSSANI
                                PRESIDENT AND CEO
                            URSUS TELECOM CORPORATION
                         440 SAWGRASS CORPORATE PARKWAY
                                    SUITE 112
                             SUNRISE, FLORIDA 33325
                                 (954) 846-7887
                     (Name, address, including zip code, and
                    telephone number, including area code, of
                         Registrant's agent for service)

                                   COPIES TO:
                            JAMES R. TANENBAUM, ESQ.
                              MICHAEL BASILE, ESQ.
                          STROOCK & STROOCK & LAVAN LLP
                    200 SOUTH BISCAYNE BOULEVARD, 33RD FLOOR
                            MIAMI, FLORIDA 33131-2385
                                 (305) 789-9384

                         CALCULATION OF REGISTRATION FEE
==============================================================================
TITLE OF EACH                          PROPOSED       PROPOSED
CLASS OF          AMOUNT TO BE         MAXIMUM        MAXIMUM     AMOUNT OF
SECURITIES TO     REGISTERED           OFFERING       AGGREGATE  REGISTRATION
BE REGISTERED                          PRICE PER      OFFERING       FEE
                                       SHARE(1)       PRICE(1)
-------------------------------------------------------------------------------
Common Stock,      1,000,000           $8.89       $8,890,625     $2,622.73   
$.01 par value     shares(2)
===============================================================================
(1)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) on the basis of the average of the high and low
         price for a share of Common Stock of Registrant as reported on the
         Nasdaq National Market on June 8, 1998.

(2)      There are also being registered hereunder such additional shares as may
         be issued pursuant to the anti-dilution provisions of the 1998 Stock
         Incentive Plan described herein.
-------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:    The documents containing the information specified in this Part
         I will be sent or given to employees as  specified by Rule 428(b)(1)
         promulgated under the Securities Act of 1933, as amended (the
         "Act").  Such  documents need not be filed with the Securities and
         Exchange Commission (the "Commission") either as  part of this
         Registration Statement or as prospectuses or prospectus supplements
         pursuant to Rule 424  under the Act.  These documents and the
         documents incorporated by reference in this Registration  Statement
         pursuant to Item 3 of Part II of this Form S-8, taken together,
         constitute a prospectus that meets  the requirements of Section 10(a)
         of the Act.

          This Registration Statement on Form S-8 of Ursus Telecom Corporation,
a Florida corporation (the "Registrant"), covers 1,000,000 shares of the
Registrant's common stock, par value $.01 per share (the "Common Stock"),
reserved for issuance under the 1998 Stock Incentive Plan (the "Plan").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

          (a) The latest prospectus dated May 12, 1998 filed pursuant to Rule
424(b) under the Act (the "Prospectus") that contains audited financial
statements for the registrant's latest fiscal year for which such statements
have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

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

The Registrant's Amended and Restated Articles of Incorporation indemnifies, to
the fullest extent permitted by the Law of the State of Florida, the directors
of the Registrant. The applicable section of the Amended and Restated Articles,
reproduced in Part II of the Company's Registration Statement on Form S-1 filed
under the Act, reads:

"Every person (and the heirs, executors and administrators of such person) who
is or was a director, officer, employee or agent of the Corporation or of any
other company, including another corporation, partnership, joint venture, trust
or other enterprise on which such person serves or served at the request of the
Corporation shall be indemnified by the Corporation against all judgments,
payments in settlement (whether or not approved by court), fines, penalties and
other reasonable costs and expenses (including attorneys' fees and costs)
imposed upon or incurred by such person in connection with or resulting from any
action, suit, proceeding, investigation or claim, civil, criminal,
administrative, legislative or other (including any criminal action, suit or
proceeding in which such person enters a plea of guilty or NOLO CONTENDERE or
its equivalent), or any appeal relating thereto which is brought or threatened
either by or in the right of the Corporation or such other company (herein
called a "Derivative Action") or by any other person, governmental authority or
instrumentality (herein called a "Third-Party Action") and in which such person
is made a party or is otherwise involved by reason of his being or having been
such director, officer, employee or agent or by reason of any action or omission
or alleged action or omission by such person in his capacity as such director,
officer, employee or agent if either (i) such person is wholly successful, on
the merits or otherwise, in defending such derivative or third-party action or
(ii) in the judgment of a court of competent jurisdiction or, in the absence of
such a determination, in the judgment of a majority of a quorum of the Board of
Directors (which quorum shall not include any director who is a party to or is
otherwise involved in such action), or, in the absence of such a disinterested
quorum, in the opinion of independent legal counsel (iii) in the case of a
Derivative Action, such person acted without negligence or misconduct in the
performance of his duty to the Corporation or such other company or (iv) in the
case of a Third-Party Action, such person acted in good faith in what he
reasonably believed to be the best interests of the Corporation or such other
company, and in addition, in any criminal action, had no reasonable cause to
believe that his action was unlawful; provided that, in the case of a Derivative
Action, such indemnification shall not be made in respect of any payment to the
Corporation or such other company or any shareholder thereof in satisfaction of
judgment or in settlement unless either (x) a court of competent jurisdiction
has approved such settlement, if any, and the reimbursement of such payment or
(y) if the court in which such action has been instituted lacks jurisdiction to
grant such approval or such action is settled before the institution of judicial
proceedings, in the opinion of independent legal counsel the applicable standard
of conduct specified hereinbefore has been met, such action was without
substantial merit, such settlement was in the best interests of the Corporation
or such other company and the reimbursement of such payment is permissible under
applicable law. In case such person is successful on the merits or otherwise in
defending part of such action, or in the judgment of such a court or such quorum
of the Board of Directors or in the opinion of such counsel has met the
applicable standard of conduct specified in the preceding sentence with respect
to part of such action, he(she) shall be indemnified by the Corporation against
the judgments, settlements, payments, fines, penalties, and other costs and
expenses attributable to such part of such action.

"The foregoing rights of indemnification shall be in addition to any rights
which any such director, officer, employee or agent may otherwise be entitled
any agreement or vote of shareholders or at law or in equity or otherwise.

"In any case in which, in the judgment of a majority of such a disinterested
quorum of the Board of Directors, any such director, officer or employee will be
entitled to indemnification under the foregoing provisions of this Article, such
amounts as they deem necessary to cover the reasonable costs and expenses
incurred by such person in connection with the action, suit, proceeding,
investigation or claim prior to final disposition thereof may be advanced to
such person upon receipt of an undertaking by or on behalf of such person to
repay such amounts if it is ultimately determined that he(she) is not so
entitled to indemnification.

"The amendment or repeal of, or adoption of any provision inconsistent with,
this Article SIXTH will require the affirmative vote of the holders of at least
66 2/3% of the Common Stock and all series of voting Preferred Stock, voting
together as a single class. Any amendment or repeal of, or adoption of any
provision inconsistent with, this Article SIXTH will not adversely affect any
right or protection existing hereunder prior to such amendment, repeal, or
adoption."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO        DESCRIPTION

4             1998 Stock Incentive Plan of Ursus Telecom Corporation.

5             Opinion of Stroock & Stroock & Lavan LLP

23.1          Consent of Ernst & Young LLP.

23.2          Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5
              to this Registration Statement).

24            Power of Attorney (included on the signature page to this 
              Registration Statement).

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

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

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

                   (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;

                    (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 (1)(i) and (1)(ii) do not apply if the
registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the 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.

          (4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

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

          Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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.
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 this 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 Sunrise, State of Florida on the 9th day of
June, 1998.

                                   URSUS TELECOM CORPORATION

                                   By: /S/ Luca M. Giussani
                                       ------------------------------------
                                       Luca M. Giussani
                                       President & Chief Executive Officer

                                POWER OF ATTORNEY

          Each individual whose signature appears below constitutes and appoints
Luca M. Giussani as their true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capabilities (until revoked in writing), to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting said attorney- in-fact and agent and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

   Signatures                    Title                                Date
/s/  Luca M. Giussani       President, Chief Executive Officer,    June 5, 1998
-----------------------     and Director
     Luca M. Giussani                                  

/s/ Jeffrey R. Chaskin      Executive Vice President,              June 5, 1998
-----------------------     Chief Operating Officer and              
    Jeffrey R. Chaskin      Director  (Principal                              
                            Executive Officer)

/s/ Johannes S. Seefried    Chief Financial and Chief              June 5, 1998
-------------------------   Accounting  Officer (Principal     
    Johannes S. Seefried    Financial and Accounting officer)

/s/ Kenneth L. Garrett      Director                               June 5, 1998
-------------------------
    Kenneth L. Garrett
EXHIBIT INDEX

EXHIBIT                                                                   PAGE
NUMBER              DESCRIPTION                                          NUMBER

EXHIBIT NO          DESCRIPTION

4           1998 Stock Incentive Plan of Ursus Telecom Corporation.

5           Opinion of Stroock & Stroock & Lavan LLP

23.1        Consent of Ernst & Young LLP.

23.2        Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5 to
            this Registration Statement).

24          Power of Attorney (included on signature page to this Registration
            Statement).