As filed with the Securities and Exchange Commission on May 1, 1998
                                                           File No. 333-



                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


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


                       Pacific Gateway Exchange, Inc.
           (Exact Name of Registrant as Specified in its Charter)

          Delaware                                     94-3134065
(State or Other Jurisdiction              (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

533 Airport Blvd., Suite 505
  Burlingame, California                                        94010
(Address of Principal Executive Offices)                     (Zip Code)


        Pacific Gateway Exchange, Inc. 1997 Long-Term Incentive Plan
                          (Full Title of the Plan)


                            Howard A. Neckowitz
                   President and Chief Executive Officer
                        533 Airport Blvd., Suite 505
                        Burlingame, California 94010
                  (Name and Address of Agent For Service)
                               (650) 375-6700
       (Telephone Number, Including Area Code, of Agent For Service)

<TABLE>
<CAPTION>

                      CALCULATION OF REGISTRATION FEE

                                                             Proposed              Proposed
                                                             Maximum                Maximum
   Title of Securities to be          Amount to be        Offering Price           Aggregate              Amount of
           Registered                  Registered           Per Share*          Offering Price*       Registration Fee
<S>                                     <C>                   <C>               <C>                      <C>
Common Stock, $.0001 par                3,703,255
value...........................         Shares               $52.375           $193,957,980.63          $57,217.61
======================================================================================================================
</TABLE>

* Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
  is estimated as $52.375 solely for purposes of calculating the registration
  fee on the basis of the average of the high and low prices of the Common
  Stock as reported in The Wall Street Journal on April 27, 1998.







                                                        
<PAGE>




Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8, File No. 333-24833, as
amended by Post-Effective Amendment No. 1 thereto (the "Prior Registration
Statement") are incorporated herein by reference. This Registration
Statement covers 3,703,255 shares which, together with the 296,745 shares
being carried forward from the Prior Registration Statement and upon which
a fee has previously been paid, constitute the 4,000,000 shares issuable
under the 1997 Pacific Gateway Exchange, Inc. 1997 Long-Term Incentive
Plan.
                                                      
                                  PART II


                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT


Item 8.  Exhibits.

        See Exhibit Index which is incorporated herein by reference.



                                         1

<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 Burlingame, State of California,
on this 1st day of May, 1998.

                                  PACIFIC GATEWAY EXCHANGE, INC.


                                  By:  /s/ Howard A. Neckowitz
                                       ------------------------
                                        Howard A. Neckowitz
                                        President, Chief Executive Officer and
                                        Chairman of the Board

                                POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
appoints Howard A. Neckowitz or Gail E. Granton, the true and lawful
attorney-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of
the undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
their respective capacities on this 1st day of May, 1998.

    Signature                                  Title
    ---------                                  -----


/s/ Howard A. Neckowitz             President, Chief Executive Officer
Howard A. Neckowitz                 and Chairman of the Board and
                                    Director (Principal Executive Officer)


/s/ Gail E. Granton                 Executive Vice President,          
Gail E. Granton                     International Business Development, 
                                    Secretary and Director


/s/ Sandra Grey
Sandra Grey                         Chief Financial Officer
                                    (Principal Financial Officer)
                                    (Principal Accounting Officer)


/s/ Barry J. Volante
Barry J. Volante                     Director


/s/ Charles M. Dalfen
Charles M. Dalfen                    Director


/s/ James J. Junewicz
James J. Junewicz                    Director


                                                        S-1

<PAGE>



                            EXHIBIT INDEX

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

4(a)         Amended and Restated Certificate of Incorporation 
             of Pacific Gateway Exchange, Inc., as amended
             May 20, 1997. 1/

4(b)         By-laws of Pacific Gateway Exchange, Inc., as
             amended December 30, 1997. 2/

5            Opinion of Mayer, Brown & Platt.

23(a)        Consent of Coopers & Lybrand L.L.P.

23(b)        Consent of Mayer, Brown & Platt (contained in 
             Exhibit 5).

24           Powers of Attorney (included on the signature page
             of the registration statement).

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

1/        Filed as Exhibit 3.1 to the Company's Quarterly Report on Form
          10-Q for the quarter ended June 30, 1997 (File No. 000- 21043),
          and incorporated into this Registration Statement on Form S-8 by
          reference.

2/        Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1997 (File No. 000-21043), and
          incorporated into this Registration Statement on Form S-8 by
          reference.

                                                                E-1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 7966}]
{"company-data": {"conformed-name": "PACIFIC GATEWAY EXCHANGE INC", "cik": "0001004967", "assigned-sic": "4813", "irs-number": "943134065", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51699", "film-number": "98608927"}, "business-address": {"street1": "533 AIRPORT BLVD", "street2": "STE 505", "city": "BURLINGAME", "state": "CA", "zip": "94010", "phone": "4153756700"}, "mail-address": {"street1": "533 AIRPORT BLVD", "street2": "STE 505", "city": "BURLINGAME", "state": "CA", "zip": "94010"}}
As filed with the Securities and Exchange Commission on May 1, 1998
                                                           File No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                       Pacific Gateway Exchange, Inc.
           (Exact Name of Registrant as Specified in its Charter)

          Delaware                                     94-3134065
(State or Other Jurisdiction              (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

533 Airport Blvd., Suite 505
  Burlingame, California                                        94010
(Address of Principal Executive Offices)                     (Zip Code)

        Pacific Gateway Exchange, Inc. 1997 Long-Term Incentive Plan
                          (Full Title of the Plan)

                            Howard A. Neckowitz
                   President and Chief Executive Officer
                        533 Airport Blvd., Suite 505
                        Burlingame, California 94010
                  (Name and Address of Agent For Service)
                               (650) 375-6700
       (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE

                                                             Proposed              Proposed
                                                             Maximum                Maximum
   Title of Securities to be          Amount to be        Offering Price           Aggregate              Amount of
           Registered                  Registered           Per Share*          Offering Price*       Registration Fee
Common Stock, $.0001 par                3,703,255
value...........................         Shares               $52.375           $193,957,980.63          $57,217.61
======================================================================================================================
* Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
  is estimated as $52.375 solely for purposes of calculating the registration
  fee on the basis of the average of the high and low prices of the Common
  Stock as reported in The Wall Street Journal on April 27, 1998.
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8, File No. 333-24833, as
amended by Post-Effective Amendment No. 1 thereto (the "Prior Registration
Statement") are incorporated herein by reference. This Registration
Statement covers 3,703,255 shares which, together with the 296,745 shares
being carried forward from the Prior Registration Statement and upon which
a fee has previously been paid, constitute the 4,000,000 shares issuable
under the 1997 Pacific Gateway Exchange, Inc. 1997 Long-Term Incentive
Plan.
                                                      
                                  PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 8.  Exhibits.

        See Exhibit Index which is incorporated herein by reference.

                                         1
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 Burlingame, State of California,
on this 1st day of May, 1998.

                                  PACIFIC GATEWAY EXCHANGE, INC.

                                  By:  /s/ Howard A. Neckowitz
                                       ------------------------
                                        Howard A. Neckowitz
                                        President, Chief Executive Officer and
                                        Chairman of the Board

                                POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
appoints Howard A. Neckowitz or Gail E. Granton, the true and lawful
attorney-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of
the undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
their respective capacities on this 1st day of May, 1998.

    Signature                                  Title
    ---------                                  -----

/s/ Howard A. Neckowitz             President, Chief Executive Officer
Howard A. Neckowitz                 and Chairman of the Board and
                                    Director (Principal Executive Officer)

/s/ Gail E. Granton                 Executive Vice President,          
Gail E. Granton                     International Business Development, 
                                    Secretary and Director

/s/ Sandra Grey
Sandra Grey                         Chief Financial Officer
                                    (Principal Financial Officer)
                                    (Principal Accounting Officer)

/s/ Barry J. Volante
Barry J. Volante                     Director

/s/ Charles M. Dalfen
Charles M. Dalfen                    Director

/s/ James J. Junewicz
James J. Junewicz                    Director

                                                        S-1
EXHIBIT INDEX

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

4(a)         Amended and Restated Certificate of Incorporation 
             of Pacific Gateway Exchange, Inc., as amended
             May 20, 1997. 1/

4(b)         By-laws of Pacific Gateway Exchange, Inc., as
             amended December 30, 1997. 2/

5            Opinion of Mayer, Brown & Platt.

23(a)        Consent of Coopers & Lybrand L.L.P.

23(b)        Consent of Mayer, Brown & Platt (contained in 
             Exhibit 5).

24           Powers of Attorney (included on the signature page
             of the registration statement).

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

1/        Filed as Exhibit 3.1 to the Company's Quarterly Report on Form
          10-Q for the quarter ended June 30, 1997 (File No. 000- 21043),
          and incorporated into this Registration Statement on Form S-8 by
          reference.

2/        Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1997 (File No. 000-21043), and
          incorporated into this Registration Statement on Form S-8 by
          reference.

                                                                E-1