AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1999

                                                    REGISTRATION NO. 333-_____


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           ------------------------
                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

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

                                 TRITEL, INC.

            (Exact name of registrant as specified in its charter)

       DELAWARE                                         64-6896417
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                             111 E. CAPITOL STREET
                                   SUITE 500
                               JACKSON, MS 39201
                                (601) 914-8000

 (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

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

                             AMENDED AND RESTATED
                      TRITEL, INC. 1999 STOCK OPTION PLAN
                           (Full title of the plan)

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

                           JAMES H. NEELD, IV, ESQ.
                                 TRITEL, INC.
                             111 E. CAPITOL STREET
                                   SUITE 500
                               JACKSON, MS 39201
                                (601) 914-8000

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

   Title of Securities              Amount to            Proposed maximum        Proposed maximum      Amount of registration
    to be registered             be registered           offering price per     aggregate offering                fee
                                                               unit                   price

<S>                               <C>                      <C>                   <C>                     <C>
Common Stock, par value $.01
per share...............          10,462,400 (1)             $18.00 (2)           $188,323,200 (2)        $  49,717  (3)
</TABLE>

(1)      Plus such additional number of shares as may be required pursuant to
         the 1999 Stock Option Plan with respect to which no additional
         consideration will be paid (i) in the event of a stock dividend,
         reverse stock split, split up, recapitalization or capital
         adjustments and (ii) that are issuable pursuant to dividend
         equivalent rights relating to stock options issued under the 1999
         Stock Option Plan.

(2)      Estimated solely for the purpose of computing the amount of the
         registration fee pursuant to Rule 457(a) and Rule 457(h) under the
         Securities Act of 1933, as amended (the "Securities Act").

(3)      In accordance with Rule 457(h), the filing fee is based on
         the maximum number of the registrant's securities issuable under the
         1999 Stock Option Plan that are covered by this Registration
         Statement.

<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Tritel, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a) and (b) below which have previously been filed with
the Securities and Exchange Commission.

         (a)      The final form of the Company's prospectus, dated December
                  13, 1999, forming part of the Registrant's Registration
                  Statement on Form S-1, as amended (File No. 333-91207) and
                  filed by the Company pursuant to Rule 424(b) of the
                  Securities Act.

         (b)      The description of the Company's Class A common stock
                  contained in the Company's prospectus, dated November 26,
                  1999, forming part of the Registrant's Registration
                  Statement on Form S-1, as amended (File No. 333-91207) and
                  filed by the Company pursuant to Rule 424(b) of the
                  Securities Act.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with the action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. Section 145
further provides that a corporation similarly may indemnify the person serving
in that capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred by the person in connection with the defense or settlement
of the action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which the person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which the action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses which the Court of Chancery or other
court shall deem proper. The provisions regarding indemnification and
advancement of expenses under Section 145 of the DGCL shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement,
stockholders' or disinterested directors' vote or otherwise.

         Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the
provision shall not eliminate or limit the liability of a director: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholder; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the DGCL (relating to unlawful payment of dividends and unlawful stock
purchase and redemption); or (iv) for any transaction from which the director
derived an improper personal benefit.

         As permitted by Section 145(e) of the DGCL, the Company's Restated
Certificate of Incorporation and Bylaws provide that the Company shall
indemnify its directors, officers, incorporators, employees, agents and their
legal representatives and those persons who are or have been, at the request
of the Company, directors, officers, incorporators, employees, partners,
trustees or agents of other corporations, partnerships, joint ventures,
trusts, employee benefit plans or other enterprises. Persons who are not
directors or officers of the Company may be similarly indemnified in respect
of service to the Company or another enterprise at the request of the Company
to the extent that the Company's board at any time specifies that such persons
are entitled to indemnification. Expenses incurred by any director, officer or
other person entitled to indemnification in connection with a threatened,
pending or completed action, suit or proceeding shall be reimbursed or
advanced by the Company in advance of the final disposition of the action,
suit or proceeding, provided that, if required to do so under the DGCL, the
Company receives an undertaking by or on behalf of the director, officer or
other person to repay the amount if it is ultimately determined by final
judicial decision from which there is no further right of appeal that the
director, officer or other person is not entitled to indemnification for such
expenses. The Restated Certificate of Incorporation provides that the rights
are not exclusive.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

4(a)*    Restated Certificate of Incorporation of the Company.

4(b)*    By-Laws of the Company.

4(c)     Amended and Restated Tritel, Inc. 1999 Stock Option Plan.

4(d)**   Form of Certificate of Amendment to Restated Certificate of
         Incorporation of the Company.

4(e)**   Form of Amended and Restated Bylaws of the Company.

5        Opinion of Brown & Wood LLP.

23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5).

23(b)    Consent of KPMG Peat Marwick LLP.

24       Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Tritel PCS, Inc.'s Registration
Statement on Form S-4, as amended (File No. 333-82509), and incorporated herein
by reference.

**       Previously filed as an exhibit to Tritel, Inc.'s Registration
Statement on Form S-1, as amended (File No. 333-91207), and incorporated
herein by reference.

ITEM 9.           UNDERTAKINGS

         The undersigned registrants hereby undertake:

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

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

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

                  (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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 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 the 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) 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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at the 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 referred to 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.

<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tritel, Inc.
certifies that is 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 Jackson, State of Mississippi, on December 13,
1999.

                                 TRITEL, INC.

                                 By: /s/ E.B. Martin, Jr.
                                      E.B. Martin, Jr.
                                 Executive Vice President, Treasurer,
                                 Chief Financial Officer and Director

                               POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers
and directors of Tritel, Inc. hereby severally constitute William M. Mounger,
William S. Arnett and E.B. Martin, Jr. and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable Tritel, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to
said Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
           SIGNATURE                             TITLE                                    DATE

<S>                                  <C>                                           <C>
/s/ William M. Mounger, II           Chairman of the Board of Directors            December 13, 1999
William M. Mounger, II               and Chief Executive Officer
                                     (Principal Executive Officer)

/s/ William S. Arnett                President and Director                        December 13, 1999
William S. Arnett

/s/ E.B. Martin, Jr.                 Executive Vice President, Treasurer,          December 13, 1999
E.B. Martin, Jr.                     Chief Financial Officer and Director

/s/ Karlen Turbeville                Senior Vice President - Finance               December 13, 1999
Karlen Turbeville                    (Principal Accounting Officer)

/s/ Scott I. Anderson                Director                                      December 13, 1999
Scott I. Anderson

/s/ Alex P. Coleman                  Director                                      December 13, 1999
Alex P. Coleman

/s/ Gary S. Fuqua                    Director                                      December 13, 1999
Gary S. Fuqua

/s/ Ann K. Hall                      Director                                      December 13, 1999
Ann K. Hall

/s/ Andrew Hubregsen                 Director                                      December 13, 1999
Andrew Hubregsen

/s/ David A. Jones, Jr.              Director                                      December 13, 1999
David A. Jones, Jr.

/s/ H. Lee Maschmann                 Director                                      December 13, 1999
H. Lee Maschmann

/s/ Elizabeth L. Nichols             Director                                      December 13, 1999
Elizabeth L. Nichols

/s/ Kevin J. Shepherd                Director                                      December 13, 1999
Kevin J. Shepherd
</TABLE>

<PAGE>

                                 EXHIBIT INDEX

Exhibit No.               Description                                    Page

4(a)*            Restated Certificate of Incorporation
                 of the Company.

4(b)*            By-Laws of the Company.

4(c)             Amended and Restated
                 Tritel, Inc. 1999 Stock Option Plan.                       8

4(d)**           Form of Certificate of Amendment to Restated Certificate
                 of Incorporation of the Company.

4(e)**           Form of Amended and Restated Bylaws of the Company.

5                Opinion of Brown & Wood LLP.                              15

23(a)            Consent of Brown & Wood LLP (included as part
                 of Exhibit 5).

23(b)            Consent of KPMG Peat Marwick LLP.                         16

24               Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Tritel PCS, Inc's Registration
Statement on Form S-4, as amended (File No. 333-82509), and incorporated
herein by reference.

**       Previously filed as an exhibit to Tritel, Inc.'s Registration
Statement on Form S-1, as amended (File No. 333-91207), and incorporated
herein by reference.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1999

                                                    REGISTRATION NO. 333-_____

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           ------------------------
                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

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

                                 TRITEL, INC.

            (Exact name of registrant as specified in its charter)

       DELAWARE                                         64-6896417
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                             111 E. CAPITOL STREET
                                   SUITE 500
                               JACKSON, MS 39201
                                (601) 914-8000

 (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

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

                             AMENDED AND RESTATED
                      TRITEL, INC. 1999 STOCK OPTION PLAN
                           (Full title of the plan)

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

                           JAMES H. NEELD, IV, ESQ.
                                 TRITEL, INC.
                             111 E. CAPITOL STREET
                                   SUITE 500
                               JACKSON, MS 39201
                                (601) 914-8000

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of Securities              Amount to            Proposed maximum        Proposed maximum      Amount of registration
    to be registered             be registered           offering price per     aggregate offering                fee
                                                               unit                   price
Common Stock, par value $.01
per share...............          10,462,400 (1)             $18.00 (2)           $188,323,200 (2)        $  49,717  (3)
(1)      Plus such additional number of shares as may be required pursuant to
         the 1999 Stock Option Plan with respect to which no additional
         consideration will be paid (i) in the event of a stock dividend,
         reverse stock split, split up, recapitalization or capital
         adjustments and (ii) that are issuable pursuant to dividend
         equivalent rights relating to stock options issued under the 1999
         Stock Option Plan.

(2)      Estimated solely for the purpose of computing the amount of the
         registration fee pursuant to Rule 457(a) and Rule 457(h) under the
         Securities Act of 1933, as amended (the "Securities Act").

(3)      In accordance with Rule 457(h), the filing fee is based on
         the maximum number of the registrant's securities issuable under the
         1999 Stock Option Plan that are covered by this Registration
         Statement.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Tritel, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a) and (b) below which have previously been filed with
the Securities and Exchange Commission.

         (a)      The final form of the Company's prospectus, dated December
                  13, 1999, forming part of the Registrant's Registration
                  Statement on Form S-1, as amended (File No. 333-91207) and
                  filed by the Company pursuant to Rule 424(b) of the
                  Securities Act.

         (b)      The description of the Company's Class A common stock
                  contained in the Company's prospectus, dated November 26,
                  1999, forming part of the Registrant's Registration
                  Statement on Form S-1, as amended (File No. 333-91207) and
                  filed by the Company pursuant to Rule 424(b) of the
                  Securities Act.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with the action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. Section 145
further provides that a corporation similarly may indemnify the person serving
in that capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred by the person in connection with the defense or settlement
of the action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which the person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which the action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses which the Court of Chancery or other
court shall deem proper. The provisions regarding indemnification and
advancement of expenses under Section 145 of the DGCL shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement,
stockholders' or disinterested directors' vote or otherwise.

         Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the
provision shall not eliminate or limit the liability of a director: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholder; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the DGCL (relating to unlawful payment of dividends and unlawful stock
purchase and redemption); or (iv) for any transaction from which the director
derived an improper personal benefit.

         As permitted by Section 145(e) of the DGCL, the Company's Restated
Certificate of Incorporation and Bylaws provide that the Company shall
indemnify its directors, officers, incorporators, employees, agents and their
legal representatives and those persons who are or have been, at the request
of the Company, directors, officers, incorporators, employees, partners,
trustees or agents of other corporations, partnerships, joint ventures,
trusts, employee benefit plans or other enterprises. Persons who are not
directors or officers of the Company may be similarly indemnified in respect
of service to the Company or another enterprise at the request of the Company
to the extent that the Company's board at any time specifies that such persons
are entitled to indemnification. Expenses incurred by any director, officer or
other person entitled to indemnification in connection with a threatened,
pending or completed action, suit or proceeding shall be reimbursed or
advanced by the Company in advance of the final disposition of the action,
suit or proceeding, provided that, if required to do so under the DGCL, the
Company receives an undertaking by or on behalf of the director, officer or
other person to repay the amount if it is ultimately determined by final
judicial decision from which there is no further right of appeal that the
director, officer or other person is not entitled to indemnification for such
expenses. The Restated Certificate of Incorporation provides that the rights
are not exclusive.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

4(a)*    Restated Certificate of Incorporation of the Company.

4(b)*    By-Laws of the Company.

4(c)     Amended and Restated Tritel, Inc. 1999 Stock Option Plan.

4(d)**   Form of Certificate of Amendment to Restated Certificate of
         Incorporation of the Company.

4(e)**   Form of Amended and Restated Bylaws of the Company.

5        Opinion of Brown & Wood LLP.

23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5).

23(b)    Consent of KPMG Peat Marwick LLP.

24       Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Tritel PCS, Inc.'s Registration
Statement on Form S-4, as amended (File No. 333-82509), and incorporated herein
by reference.

**       Previously filed as an exhibit to Tritel, Inc.'s Registration
Statement on Form S-1, as amended (File No. 333-91207), and incorporated
herein by reference.

ITEM 9.           UNDERTAKINGS

         The undersigned registrants hereby undertake:

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

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

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

                  (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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 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 the 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) 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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at the 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 referred to 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.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tritel, Inc.
certifies that is 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 Jackson, State of Mississippi, on December 13,
1999.

                                 TRITEL, INC.

                                 By: /s/ E.B. Martin, Jr.
                                      E.B. Martin, Jr.
                                 Executive Vice President, Treasurer,
                                 Chief Financial Officer and Director

                               POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers
and directors of Tritel, Inc. hereby severally constitute William M. Mounger,
William S. Arnett and E.B. Martin, Jr. and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable Tritel, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to
said Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                             TITLE                                    DATE
/s/ William M. Mounger, II           Chairman of the Board of Directors            December 13, 1999
William M. Mounger, II               and Chief Executive Officer
                                     (Principal Executive Officer)

/s/ William S. Arnett                President and Director                        December 13, 1999
William S. Arnett

/s/ E.B. Martin, Jr.                 Executive Vice President, Treasurer,          December 13, 1999
E.B. Martin, Jr.                     Chief Financial Officer and Director

/s/ Karlen Turbeville                Senior Vice President - Finance               December 13, 1999
Karlen Turbeville                    (Principal Accounting Officer)

/s/ Scott I. Anderson                Director                                      December 13, 1999
Scott I. Anderson

/s/ Alex P. Coleman                  Director                                      December 13, 1999
Alex P. Coleman

/s/ Gary S. Fuqua                    Director                                      December 13, 1999
Gary S. Fuqua

/s/ Ann K. Hall                      Director                                      December 13, 1999
Ann K. Hall

/s/ Andrew Hubregsen                 Director                                      December 13, 1999
Andrew Hubregsen

/s/ David A. Jones, Jr.              Director                                      December 13, 1999
David A. Jones, Jr.

/s/ H. Lee Maschmann                 Director                                      December 13, 1999
H. Lee Maschmann

/s/ Elizabeth L. Nichols             Director                                      December 13, 1999
Elizabeth L. Nichols

/s/ Kevin J. Shepherd                Director                                      December 13, 1999
Kevin J. Shepherd
EXHIBIT INDEX

Exhibit No.               Description                                    Page

4(a)*            Restated Certificate of Incorporation
                 of the Company.

4(b)*            By-Laws of the Company.

4(c)             Amended and Restated
                 Tritel, Inc. 1999 Stock Option Plan.                       8

4(d)**           Form of Certificate of Amendment to Restated Certificate
                 of Incorporation of the Company.

4(e)**           Form of Amended and Restated Bylaws of the Company.

5                Opinion of Brown & Wood LLP.                              15

23(a)            Consent of Brown & Wood LLP (included as part
                 of Exhibit 5).

23(b)            Consent of KPMG Peat Marwick LLP.                         16

24               Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Tritel PCS, Inc's Registration
Statement on Form S-4, as amended (File No. 333-82509), and incorporated
herein by reference.

**       Previously filed as an exhibit to Tritel, Inc.'s Registration
Statement on Form S-1, as amended (File No. 333-91207), and incorporated
herein by reference.