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As filed with the Securities and Exchange Commission on October 16, 1997
Registration No. 333-16831
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
TELCO COMMUNICATIONS GROUP, INC.
(Exact name of Registrant as specified in its charter)
VIRGINIA 54-1674283
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4219 LAFAYETTE CENTER DRIVE
CHANTILLY, VIRGINIA 20151
(Address, including zip code, of principal executive offices)
________________________
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(Full title of the plans or agreements)
________________________
DONALD A. BURNS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TELCO COMMUNICATIONS GROUP, INC.
4219 LAFAYETTE CENTER DRIVE
CHANTILLY, VIRGINIA 20151
(Name and address of agent for service)
(703) 631-5600
(Telephone number, including area code, of agent for service)
________________________
REMOVING SHARES FROM REGISTRATION
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REMOVAL OF SHARES FROM REGISTRATION
Telco Communications Group, Inc., a Virginia corporation (the
"Company"), hereby amends the Registration Statement on Form S-8, File No.
333-16831 (the "Registration Statement"), filed in connection with the
Company's Amended and Restated 1994 Stock Option Plan (the "Plan"), to withdraw
from registration all the shares of the Common Stock of the Company registered
under the Registration Statement with respect to which options have not been
granted or have been granted but not exercised under the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chantilly, Commonwealth of Virginia, on October 16, 1997.
TELCO COMMUNICATIONS GROUP, INC.
By: /s/ DONALD A. BURNS
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Donald A. Burns
President and Chief Executive Officer
