PACIFIC GATEWAY EXCHANGE INC
8-A12G, 1996-07-18
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                         PACIFIC GATEWAY EXCHANGE, INC.
             (Exact name of registrant as specified in its charter)


                 DELAWARE                               94-3134065             
         (State of incorporation)          (I.R.S. Employer Identification No.)
                                                                             
                                                                             
     533 AIRPORT BOULEVARD, SUITE 505                                        
          BURLINGAME, CALIFORNIA                           94010             
 (Address of principal executive offices)               (Zip Code)           
                                                                             


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

   Title of each class                   Name of each exchange on which     
   to be so registered                   each class is to be registered     
                                                                            
      Not Applicable                             Not Applicable             



SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                         Common Stock, par value $0.001
                                (Title of class)




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Item 1.  Description of Registrant's Securities to be Registered

         The information contained in "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1, as amended (Commission File
No. 33-80191), filed with the Securities and Exchange Commission (the "Form
S-1 Registration Statement") is hereby incorporated by reference.


Item 2.  Exhibits

          The following exhibits are filed as part of this Registration
          Statement:                        
                                                                               
          1        Amended and Restated Certificate of Incorporation,
                   incorporated by reference to Exhibit 3.1 to the Registrant's
                   Form S-1 Registration Statement.                    
                                                                               
          2        Amended and Restated Bylaws incorporated by reference to
                   Exhibit 3.2 to the Registrant's Form S-1 Registration
                   Statement.                                          





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<PAGE>   3

                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                                PACIFIC GATEWAY EXCHANGE, INC.

Date:  July 17, 1996


                                                By: /s/ Howard A. Neckonitz
                                                    ----------------------------
                                                        Howard A. Neckonitz
                                                        President





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                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                              Sequentially
    Exhibit                                                                                     Numbered
    Number                                       Exhibit                                          Page
    ------                                       -------                                      ------------
       <S>      <C>
       1        Amended and Restated Certificate of Incorporation, incorporated by
                reference to Exhibit 3.1 to the Registrant's Form S-1 Registration
                Statement.



       2        Amended and Restated Bylaws incorporated by reference to Exhibit 3.2 to
                the Registrant's Form S-1 Registration Statement.

</TABLE>




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