content: <PAGE>   1
     As filed with the Securities and Exchange Commission on October 17, 1997
                                                           Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              ________________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                              ________________________
  
                             EXCEL COMMUNICATIONS, INC.
                           (formerly named New RES, Inc.)
               (Exact name of Registrant as specified in its charter)
  
              DELAWARE                                             75-2720091
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
  
                     8750 NORTH CENTRAL EXPRESSWAY, SUITE 2000
                                DALLAS, TEXAS 75231
           (Address, including zip code, of principal executive offices)
                              ________________________
  
                 EXCEL COMMUNICATIONS, INC. 1997 STOCK OPTION PLAN
             EXCEL COMMUNICATIONS, INC. 1997 DIRECTOR STOCK OPTION PLAN
                      (Full title of the plans or agreements)
                              ________________________
  
                           J. CHRISTOPHER DANCE, ESQUIRE
              EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                             EXCEL COMMUNICATIONS, INC.
                     8750 NORTH CENTRAL EXPRESSWAY, SUITE 2000
                                DALLAS, TEXAS 75231
                      (Name and address of agent for service)
  
                                   (214) 863-8000
           (Telephone number, including area code, of agent for service)
                              ________________________
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================================
                                                                              Proposed maximum
    Title of securities to      Amount to be        Proposed maximum         aggregate offering           Amount of
         be registered         registered(1)    offering price per share          price(2)             registration fee
  -----------------------------------------------------------------------------------------------------------------------
   <S>                           <C>                      <C>                  <C>                           <C>
   Common Stock, par value       4,400,000                (3)                  $117,425,000                  $35,584
   $.001 per share   . . .         shares
  =======================================================================================================================
  </TABLE>
  
  (1)      Consists of 4,000,000 shares of Common Stock issuable pursuant to the
           EXCEL Communications, Inc. 1997 Stock Option Plan and 400,000 shares
           of Common Stock issuable pursuant to the EXCEL Communications, Inc.
           1997 Director Stock Option Plan.
  
  (2)      Estimated pursuant to Rules 457(c) and (h) solely for purposes of
           computing the registration fee.  The calculation of the proposed
           maximum aggregate offering price is based upon the average of the high
           and low sales prices per share of the Common Stock reported on The New
           York Stock Exchange on October 15, 1997 for all shares being
           registered.
  
  (3)      Because there are options still available for grant under the EXCEL
           Communications, Inc. 1997 Stock Option Plan and the EXCEL
           Communications, Inc. 1997 Director Stock Option Plan and the exercise
           prices thereof may be based on the fair market value of the Common
           Stock on the date of grant, it is not possible as of the date hereof
           to determine the maximum offering price per share of the shares of
           Common Stock to be offered under the Plans.
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
           Note:   The document(s) containing the information concerning the
  EXCEL Communications, Inc. 1997 Stock Option Plan and the EXCEL Communications,
  Inc. 1997 Director Stock Option Plan (collectively, the "Plans") required by
  Item 1 of Form S-8 and the statement of availability of registrant information
  and information relating to the Plans and other information required by Item 2
  of Form S-8 will be sent or given to the employees and/or directors of the
  Registrant and its subsidiaries, as applicable, as specified by Rule 428(b)(1)
  under the Securities Act of 1933, as amended (the "Securities Act").  In
  accordance with Rule 428 and the requirements of Part I of Form S-8, such
  documents are not being 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. The Registrant will maintain a
  file of such documents in accordance with the provisions of Rule 428.  Upon
  request, the Registrant will furnish to the Commission or its staff a copy or
  copies of any or all of the documents included in such file.
  
  
  
  
  
                                        I-1
  
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which EXCEL Communications, Inc., a Delaware
  corporation formerly named New RES, Inc. (the "Company"), has previously filed
  with the Commission pursuant to the Securities Act or the Securities Exchange
  Act of 1934, as amended (the "Exchange Act"), are incorporated in this
  Registration Statement by reference and shall be deemed to be a part hereof:
  
           (a)     The description of the Common Stock of the Company contained
                   in the Company's Registration Statement on Form 8-A
                   (Commission File No. 001-13433), as filed with the Commission
                   pursuant to the Exchange Act on September 30, 1997, as amended
                   by Amendment No. 1 thereto filed with the Commission on
                   October 3, 1997, and as may be further amended, modified or
                   superseded by any report or amendment filed with the
                   Commission for the purpose of updating such description; and
  
           (b)     The Registration Statement (Registration No. 333-35377) on
                   Form S-4 of the Company, as amended, first filed with the
                   Commission on September 11, 1997 pursuant to the Securities
                   Act, including the Joint Proxy Statement/Prospectus dated
                   September 15, 1997 included therein.
  
           The following documents, which Excelcom, Inc., a Delaware corporation
  formerly named EXCEL Communications, Inc. ("Excelcom") (File No. 001-14322), has
  previously filed with the Commission under the Exchange Act, are incorporated
  in this Registration Statement by reference and shall be deemed a part hereof:
  
           (a)     Excelcom's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996;
  
           (b)     Excelcom's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended March 31, 1997;
  
           (c)     Excelcom's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended June 30, 1997; and
  
           (d)     Excelcom's Current Reports on Form 8-K dated March 31, 1997,
                   June 5, 1997 and June 25, 1997.
  
  
  
  
  
                                        II-1
  <PAGE>   4
           The following documents, which Telco Communications Group, Inc., a
  Virginia corporation ("Telco") (File No. 0-28668), has previously
  filed with the Commission under the Exchange Act, are incorporated in this
  Registration Statement by reference and shall be deemed a part hereof:
  
           (a)     Telco's Annual Report on Form 10-K for the fiscal year ended
                   December 31, 1996, as amended by Form 10- K/A, dated September
                   11, 1997;
  
           (b)     Telco's Quarterly Report on Form 10-Q for the fiscal quarter
                   ended March 31, 1997;
  
           (c)     Telco's Quarterly Report on Form 10-Q for the fiscal quarter
                   ended June 30, 1997; and
  
           (d)     Telco's Current Reports on Form 8-K dated March 11, 1997,
                   March 18, 1997, April 15, 1997, June 5, 1997 and June 24,
                   1997.
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
  of this Registration Statement and prior to the filing of a post-effective
  amendment to this Registration Statement that indicates that all securities
  offered hereby have been sold or that deregisters all securities then remaining
  unsold, shall be deemed to be incorporated in this Registration Statement by
  reference and to be a part hereof from the date of filing of such documents.
  
           Any statement contained in this Registration Statement, in an
  amendment hereto or in a document incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein, in any subsequently filed
  amendment to this Registration Statement, or in any document that also is
  incorporated by reference herein, modifies or supersedes such statement.  Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  
  
  
  
                                        II-2
  <PAGE>   5
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL")
  permits a corporation to indemnify any of its directors or officers who was or
  is a party, or is threatened to be made a party to any third party proceeding
  by reason of the fact that such person is or was a director or officer of the
  corporation, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by such person in
  connection with such action, suit or proceeding, if such person acted in good
  faith and in a manner such 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 reason to believe that such person's conduct was
  unlawful.  In a derivative action, i.e., one by or in the right of the
  corporation, the corporation is permitted to indemnify directors and officers
  against expenses (including attorneys' fees) actually and reasonably incurred
  by them in connection with the defense or settlement of an action or suit if
  they acted in good faith and in a manner that they reasonably believed to be in
  or not opposed to the best interests of the corporation, except that no
  indemnification shall be made if such person shall have been adjudged liable to
  the corporation, unless and only to the extent that the court in which the
  action or suit was brought shall determine upon application that the defendant
  directors or officers are fairly and reasonably entitled to indemnity for such
  expenses despite such adjudication of liability.
  
           Article 7 of the Amended and Restated Certificate of Incorporation of
  the Company makes mandatory the indemnification expressly authorized under the
  DGCL and permits the Company to enter into agreements with any director or
  officer for the purpose of providing for such indemnification.
  
           Pursuant to Section 7.7 of the Agreement and Plan of Merger dated as
  of June 5, 1997 among the Company, Excelcom, Telco and certain other parties
  thereto named therein (the "Merger Agreement"), (a) for a period of six years
  after October 14, 1997 (the "Effective Time"), (i) the Company and Telco
  jointly and severally shall indemnify the directors and officers of Telco who
  hold such positions at any time during the period from the date of the Merger
  Agreement through the Effective Time to the fullest extent to which Telco is
  permitted to indemnify such officers and directors under the Telco charter, the
  Telco bylaws and applicable law (including, without limitation, indemnification
  for actions in the right of Telco) and (ii) the Company and Excelcom jointly
  and severally shall indemnify the directors and officers of  Excelcom who hold
  such positions at any time during the period from the date of the Merger
  Agreement through the Effective Time to the fullest extent to which Excelcom is
  permitted to indemnify such officers and directors under the Excelcom charter,
  the Excelcom bylaws and applicable law and (b) for a period of four years after
  the Effective Time, the Company shall cause to be maintained in effect the
  current policies of directors' and officers' liability insurance maintained by
  Telco (provided that the Company may substitute therefor policies of at least
  the same coverage and amounts and containing terms and conditions which are no
  less advantageous) with respect to claims arising from facts or events which
  occurred before the Effective Time.
  
  
  
  
  
                                        II-3
  <PAGE>   6
           The Company currently has in effect a directors and officers liability
  insurance policy covering the directors and executive officers of the Company,
  Excelcom and Telco.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
      Exhibit
       Number                     Document Description
      -------                     --------------------
  
        4.1        Amended and Restated Certificate of Incorporation of the
                   Company, as amended  (incorporated by reference to Exhibit 4.1
                   to Post-Effective Amendment No. 1 on Form S-8 to the Company's
                   Registration Statement on Form S-4 (Commission File No.
                   333-35377)).
             
        4.2        Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to the Company's Registration Statement on Form S-4, as
                   amended (Commission File No. 333-35377)).
             
        4.3        Specimen certificate for the Company's Common Stock
                   (incorporated by reference to Exhibit 4.3 to Post-Effective
                   Amendment No. 1 on Form S-8 to the Company's Registration
                   Statement on Form S-4 (Commission File No. 333-35377)).
             
        4.4*       EXCEL Communications, Inc. 1997 Stock Option Plan.
             
        4.5*       EXCEL Communications, Inc. 1997 Director Stock Option Plan.
             
        5.1*       Opinion of Munsch Hardt Kopf Harr & Dinan, P.C. regarding the
                   validity of the securities being registered.
             
        23.1       Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in
                   the opinion filed as Exhibit 5.1 to this Registration
                   Statement).
             
        23.2*      Consent of Arthur Andersen LLP, independent public accountants
                   of Excelcom.
             
        23.3*      Consent of Deloitte & Touche LLP, independent public
                   accountants of Telco.
             
        24.1       Powers of Attorney (included on the signature page of this
                   Registration Statement).
  
  ___________________
  *Filed herewith.
  
  
  
  
  
                                        II-4
  <PAGE>   7
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The Company 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 Securities Act;
  
                            (ii)    To reflect in the prospectus any facts or
                   events arising after the effective date of this Registration
                   Statement (or the most recent post-effective amendment hereof)
                   which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in this
                   Registration Statement (notwithstanding the foregoing, any
                   increase or decrease in the volume of the securities offered
                   (if the total dollar value of the securities offered would not
                   exceed that which was registered) and any deviation from the
                   low or high end of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the Commission
                   pursuant to Rule 424(b) if, in the aggregate, the changes in
                   volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the "Calculation
                   of Registration Fee" table in this Registration Statement);
  
                            (iii)   To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in this Registration Statement or any material change in the
                   information set forth in this 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 with or furnished to the Commission by the Company
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act, 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.
  
           (b)     The Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Company's annual report pursuant to Section 13(a) or Section
  
  
  
  
  
                                        II-5
  
  <PAGE>   8
  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 this 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.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                        II-6
  <PAGE>   9
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Company 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 Dallas, State of Texas, on October 17, 1997.
  
                                          EXCEL COMMUNICATIONS, INC.
  
  
                                          By:  /s/  JOHN J. McLAINE 
                                             ----------------------------------
                                                    John J. McLaine 
                                                    President and Chief Operating
                                                    Officer
  
           The undersigned directors and executive officers of EXCEL
  Communications, Inc. each hereby constitutes and appoints Kenny A. Troutt  and
  John J. McLaine, and each of them, with full power to act without the other and
  with full power of substitution, the undersigned's true and lawful
  attorneys-in-fact with full power to execute in the undersigned's name and
  behalf in the capacities indicated below any and all amendments (including
  post-effective amendments and amendments thereto) to this Registration
  Statement and any registration statement for the same offering that is to be
  effective upon filing pursuant to Rule 462(b) of the Securities Act, and to
  file the same, with all exhibits thereto and other documents in connection with
  the Commission, and hereby ratifies and confirms all that such
  attorneys-in-fact, or either of them, or their substitutes, shall 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 dates indicated.
  
  <TABLE>
  <CAPTION>
                           Signature                                       Title                          Date
                           ---------                                       -----                          ----
       <S>     <C>                                          <C>                                    <C>         <C>
       /s/     KENNY A. TROUTT                              Chairman of the Board, Chief            October 17, 1997  
       --------------------------------------------------   Executive Officer, and Director                          
               Kenny A. Troutt                              (Principal Executive Officer)  
                                                                                           
       /s/     JOHN J. McLAINE                              President, Chief Operating Officer      October 17, 1997  
       --------------------------------------------------   and Director                                             
               John J. McLaine                                          
  
       /s/     CRAIG E. HOLMES                              Vice President and Chief Accounting     October 17, 1997  
       --------------------------------------------------   Officer (Principal Accounting                            
               Craig E. Holmes                              Officer)                      
  
       /s/     NICHOLAS A. MERRICK                          Executive Vice President and Chief      October 17, 1997  
       ------------------------------------------------     Financial Officer (Principal                             
               Nicholas A. Merrick                          Financial Officer)           
                                                                                         
                                                            Executive Vice President of             October   , 1997  
       --------------------------------------------------   Marketing and Director                                   
               Stephen R. Smith                                                   
  
       /s/     DONALD A. BURNS                              Executive Vice President and            October 17, 1997  
       -----------------------------------------------      Director                                                 
               Donald A. Burns                                      
  
       /s/     HENRY G. LUKEN, III                          Executive Vice President and            October 17, 1997  
       ------------------------------------------------     Director                                                 
               Henry G. Luken, III                                  
  
       /s/     RONALD A. McDOUGALL                          Director                                October 17, 1997  
       ----------------------------------------                                                                      
               Ronald A. McDougall
  
       /s/     T. ALLAN McARTOR                             Director                                October 17, 1997  
       ----------------------------------------------                                                                
               T. Allan McArtor
  </TABLE>
  
  
  
  
  
                                        II-7
  
  <PAGE>   10
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number                         Document Description
  -------                        --------------------
  <S>              <C>
   4.1             Amended and Restated Certificate of Incorporation of the
                   Company, as amended  (incorporated by reference to Exhibit 4.1
                   to Post-Effective Amendment No. 1 on Form S-8 to the Company's
                   Registration Statement on Form S-4 (Commission File No.
                   333-35377)).
        
   4.2             Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to the Company's Registration Statement on Form S-4, as
                   amended (Commission File No. 333-35377)).
        
   4.3             Specimen certificate for the Company's Common Stock
                   (incorporated by reference to Exhibit 4.3 to Post-Effective
                   Amendment No. 1 on Form S-8 to the Company's Registration
                   Statement on Form S-4 (Commission File No. 333-35377)).
        
   4.4*            EXCEL Communications, Inc. 1997 Stock Option Plan.
        
   4.5*            EXCEL Communications, Inc. 1997 Director Stock Option Plan.
        
   5.1*            Opinion of Munsch Hardt Kopf Harr & Dinan, P.C. regarding the
                   validity of the securities being registered.
        
   23.1            Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in
                   the opinion filed as Exhibit 5.1 to this Registration
                   Statement).
        
   23.2*           Consent of Arthur Andersen LLP, independent public accountants
                   of Excelcom.
        
   23.3*           Consent of Deloitte & Touche LLP, independent public
                   accountants of Telco.
        
   24.1            Powers of Attorney (included on the signature page of this
                   Registration Statement).
  
  
  </TABLE>
  ___________________
  *Filed herewith.
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text: 1
     As filed with the Securities and Exchange Commission on October 17, 1997
                                                           Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              ________________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                              ________________________
  
                             EXCEL COMMUNICATIONS, INC.
                           (formerly named New RES, Inc.)
               (Exact name of Registrant as specified in its charter)
  
              DELAWARE                                             75-2720091
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                     8750 NORTH CENTRAL EXPRESSWAY, SUITE 2000
                                DALLAS, TEXAS 75231
           (Address, including zip code, of principal executive offices)
                              ________________________
  
                 EXCEL COMMUNICATIONS, INC. 1997 STOCK OPTION PLAN
             EXCEL COMMUNICATIONS, INC. 1997 DIRECTOR STOCK OPTION PLAN
                      (Full title of the plans or agreements)
                              ________________________
  
                           J. CHRISTOPHER DANCE, ESQUIRE
              EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                             EXCEL COMMUNICATIONS, INC.
                     8750 NORTH CENTRAL EXPRESSWAY, SUITE 2000
                                DALLAS, TEXAS 75231
                      (Name and address of agent for service)
  
                                   (214) 863-8000
           (Telephone number, including area code, of agent for service)
                              ________________________
  
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
                                                                              Proposed maximum
    Title of securities to      Amount to be        Proposed maximum         aggregate offering           Amount of
         be registered         registered(1)    offering price per share          price(2)             registration fee
  -----------------------------------------------------------------------------------------------------------------------
  Common Stock, par value       4,400,000                (3)                  $117,425,000                  $35,584
   $.001 per share   . . .         shares
  =======================================================================================================================
  (1)      Consists of 4,000,000 shares of Common Stock issuable pursuant to the
           EXCEL Communications, Inc. 1997 Stock Option Plan and 400,000 shares
           of Common Stock issuable pursuant to the EXCEL Communications, Inc.
           1997 Director Stock Option Plan.
  
  (2)      Estimated pursuant to Rules 457(c) and (h) solely for purposes of
           computing the registration fee.  The calculation of the proposed
           maximum aggregate offering price is based upon the average of the high
           and low sales prices per share of the Common Stock reported on The New
           York Stock Exchange on October 15, 1997 for all shares being
           registered.
  
  (3)      Because there are options still available for grant under the EXCEL
           Communications, Inc. 1997 Stock Option Plan and the EXCEL
           Communications, Inc. 1997 Director Stock Option Plan and the exercise
           prices thereof may be based on the fair market value of the Common
           Stock on the date of grant, it is not possible as of the date hereof
           to determine the maximum offering price per share of the shares of
           Common Stock to be offered under the Plans.
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Note:   The document(s) containing the information concerning the
  EXCEL Communications, Inc. 1997 Stock Option Plan and the EXCEL Communications,
  Inc. 1997 Director Stock Option Plan (collectively, the "Plans") required by
  Item 1 of Form S-8 and the statement of availability of registrant information
  and information relating to the Plans and other information required by Item 2
  of Form S-8 will be sent or given to the employees and/or directors of the
  Registrant and its subsidiaries, as applicable, as specified by Rule 428(b)(1)
  under the Securities Act of 1933, as amended (the "Securities Act").  In
  accordance with Rule 428 and the requirements of Part I of Form S-8, such
  documents are not being 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. The Registrant will maintain a
  file of such documents in accordance with the provisions of Rule 428.  Upon
  request, the Registrant will furnish to the Commission or its staff a copy or
  copies of any or all of the documents included in such file.
  
                                        I-1
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which EXCEL Communications, Inc., a Delaware
  corporation formerly named New RES, Inc. (the "Company"), has previously filed
  with the Commission pursuant to the Securities Act or the Securities Exchange
  Act of 1934, as amended (the "Exchange Act"), are incorporated in this
  Registration Statement by reference and shall be deemed to be a part hereof:
  
           (a)     The description of the Common Stock of the Company contained
                   in the Company's Registration Statement on Form 8-A
                   (Commission File No. 001-13433), as filed with the Commission
                   pursuant to the Exchange Act on September 30, 1997, as amended
                   by Amendment No. 1 thereto filed with the Commission on
                   October 3, 1997, and as may be further amended, modified or
                   superseded by any report or amendment filed with the
                   Commission for the purpose of updating such description; and
  
           (b)     The Registration Statement (Registration No. 333-35377) on
                   Form S-4 of the Company, as amended, first filed with the
                   Commission on September 11, 1997 pursuant to the Securities
                   Act, including the Joint Proxy Statement/Prospectus dated
                   September 15, 1997 included therein.
  
           The following documents, which Excelcom, Inc., a Delaware corporation
  formerly named EXCEL Communications, Inc. ("Excelcom") (File No. 001-14322), has
  previously filed with the Commission under the Exchange Act, are incorporated
  in this Registration Statement by reference and shall be deemed a part hereof:
  
           (a)     Excelcom's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996;
  
           (b)     Excelcom's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended March 31, 1997;
  
           (c)     Excelcom's Quarterly Report on Form 10-Q for the fiscal
                   quarter ended June 30, 1997; and
  
           (d)     Excelcom's Current Reports on Form 8-K dated March 31, 1997,
                   June 5, 1997 and June 25, 1997.
  
                                        II-1
  4
           The following documents, which Telco Communications Group, Inc., a
  Virginia corporation ("Telco") (File No. 0-28668), has previously
  filed with the Commission under the Exchange Act, are incorporated in this
  Registration Statement by reference and shall be deemed a part hereof:
  
           (a)     Telco's Annual Report on Form 10-K for the fiscal year ended
                   December 31, 1996, as amended by Form 10- K/A, dated September
                   11, 1997;
  
           (b)     Telco's Quarterly Report on Form 10-Q for the fiscal quarter
                   ended March 31, 1997;
  
           (c)     Telco's Quarterly Report on Form 10-Q for the fiscal quarter
                   ended June 30, 1997; and
  
           (d)     Telco's Current Reports on Form 8-K dated March 11, 1997,
                   March 18, 1997, April 15, 1997, June 5, 1997 and June 24,
                   1997.
  
           All documents filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
  of this Registration Statement and prior to the filing of a post-effective
  amendment to this Registration Statement that indicates that all securities
  offered hereby have been sold or that deregisters all securities then remaining
  unsold, shall be deemed to be incorporated in this Registration Statement by
  reference and to be a part hereof from the date of filing of such documents.
  
           Any statement contained in this Registration Statement, in an
  amendment hereto or in a document incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein, in any subsequently filed
  amendment to this Registration Statement, or in any document that also is
  incorporated by reference herein, modifies or supersedes such statement.  Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                        II-2
  5
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL")
  permits a corporation to indemnify any of its directors or officers who was or
  is a party, or is threatened to be made a party to any third party proceeding
  by reason of the fact that such person is or was a director or officer of the
  corporation, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by such person in
  connection with such action, suit or proceeding, if such person acted in good
  faith and in a manner such 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 reason to believe that such person's conduct was
  unlawful.  In a derivative action, i.e., one by or in the right of the
  corporation, the corporation is permitted to indemnify directors and officers
  against expenses (including attorneys' fees) actually and reasonably incurred
  by them in connection with the defense or settlement of an action or suit if
  they acted in good faith and in a manner that they reasonably believed to be in
  or not opposed to the best interests of the corporation, except that no
  indemnification shall be made if such person shall have been adjudged liable to
  the corporation, unless and only to the extent that the court in which the
  action or suit was brought shall determine upon application that the defendant
  directors or officers are fairly and reasonably entitled to indemnity for such
  expenses despite such adjudication of liability.
  
           Article 7 of the Amended and Restated Certificate of Incorporation of
  the Company makes mandatory the indemnification expressly authorized under the
  DGCL and permits the Company to enter into agreements with any director or
  officer for the purpose of providing for such indemnification.
  
           Pursuant to Section 7.7 of the Agreement and Plan of Merger dated as
  of June 5, 1997 among the Company, Excelcom, Telco and certain other parties
  thereto named therein (the "Merger Agreement"), (a) for a period of six years
  after October 14, 1997 (the "Effective Time"), (i) the Company and Telco
  jointly and severally shall indemnify the directors and officers of Telco who
  hold such positions at any time during the period from the date of the Merger
  Agreement through the Effective Time to the fullest extent to which Telco is
  permitted to indemnify such officers and directors under the Telco charter, the
  Telco bylaws and applicable law (including, without limitation, indemnification
  for actions in the right of Telco) and (ii) the Company and Excelcom jointly
  and severally shall indemnify the directors and officers of  Excelcom who hold
  such positions at any time during the period from the date of the Merger
  Agreement through the Effective Time to the fullest extent to which Excelcom is
  permitted to indemnify such officers and directors under the Excelcom charter,
  the Excelcom bylaws and applicable law and (b) for a period of four years after
  the Effective Time, the Company shall cause to be maintained in effect the
  current policies of directors' and officers' liability insurance maintained by
  Telco (provided that the Company may substitute therefor policies of at least
  the same coverage and amounts and containing terms and conditions which are no
  less advantageous) with respect to claims arising from facts or events which
  occurred before the Effective Time.
  
                                        II-3
  6
           The Company currently has in effect a directors and officers liability
  insurance policy covering the directors and executive officers of the Company,
  Excelcom and Telco.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
      Exhibit
       Number                     Document Description
      -------                     --------------------
  
        4.1        Amended and Restated Certificate of Incorporation of the
                   Company, as amended  (incorporated by reference to Exhibit 4.1
                   to Post-Effective Amendment No. 1 on Form S-8 to the Company's
                   Registration Statement on Form S-4 (Commission File No.
                   333-35377)).
             
        4.2        Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to the Company's Registration Statement on Form S-4, as
                   amended (Commission File No. 333-35377)).
             
        4.3        Specimen certificate for the Company's Common Stock
                   (incorporated by reference to Exhibit 4.3 to Post-Effective
                   Amendment No. 1 on Form S-8 to the Company's Registration
                   Statement on Form S-4 (Commission File No. 333-35377)).
             
        4.4*       EXCEL Communications, Inc. 1997 Stock Option Plan.
             
        4.5*       EXCEL Communications, Inc. 1997 Director Stock Option Plan.
             
        5.1*       Opinion of Munsch Hardt Kopf Harr & Dinan, P.C. regarding the
                   validity of the securities being registered.
             
        23.1       Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in
                   the opinion filed as Exhibit 5.1 to this Registration
                   Statement).
             
        23.2*      Consent of Arthur Andersen LLP, independent public accountants
                   of Excelcom.
             
        23.3*      Consent of Deloitte & Touche LLP, independent public
                   accountants of Telco.
             
        24.1       Powers of Attorney (included on the signature page of this
                   Registration Statement).
  
  ___________________
  *Filed herewith.
  
                                        II-4
  7
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The Company 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 Securities Act;
  
                            (ii)    To reflect in the prospectus any facts or
                   events arising after the effective date of this Registration
                   Statement (or the most recent post-effective amendment hereof)
                   which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in this
                   Registration Statement (notwithstanding the foregoing, any
                   increase or decrease in the volume of the securities offered
                   (if the total dollar value of the securities offered would not
                   exceed that which was registered) and any deviation from the
                   low or high end of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the Commission
                   pursuant to Rule 424(b) if, in the aggregate, the changes in
                   volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the "Calculation
                   of Registration Fee" table in this Registration Statement);
  
                            (iii)   To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in this Registration Statement or any material change in the
                   information set forth in this 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 with or furnished to the Commission by the Company
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act, 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.
  
           (b)     The Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Company's annual report pursuant to Section 13(a) or Section
  
                                        II-5
  8
  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 this 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.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-6
  9
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Company 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 Dallas, State of Texas, on October 17, 1997.
  
                                          EXCEL COMMUNICATIONS, INC.
  
                                          By:  /s/  JOHN J. McLAINE 
                                             ----------------------------------
                                                    John J. McLaine 
                                                    President and Chief Operating
                                                    Officer
  
           The undersigned directors and executive officers of EXCEL
  Communications, Inc. each hereby constitutes and appoints Kenny A. Troutt  and
  John J. McLaine, and each of them, with full power to act without the other and
  with full power of substitution, the undersigned's true and lawful
  attorneys-in-fact with full power to execute in the undersigned's name and
  behalf in the capacities indicated below any and all amendments (including
  post-effective amendments and amendments thereto) to this Registration
  Statement and any registration statement for the same offering that is to be
  effective upon filing pursuant to Rule 462(b) of the Securities Act, and to
  file the same, with all exhibits thereto and other documents in connection with
  the Commission, and hereby ratifies and confirms all that such
  attorneys-in-fact, or either of them, or their substitutes, shall 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 dates indicated.
  Signature                                       Title                          Date
                           ---------                                       -----                          ----
  /s/     KENNY A. TROUTT                              Chairman of the Board, Chief            October 17, 1997  
       --------------------------------------------------   Executive Officer, and Director                          
               Kenny A. Troutt                              (Principal Executive Officer)  
                                                                                           
       /s/     JOHN J. McLAINE                              President, Chief Operating Officer      October 17, 1997  
       --------------------------------------------------   and Director                                             
               John J. McLaine                                          
  
       /s/     CRAIG E. HOLMES                              Vice President and Chief Accounting     October 17, 1997  
       --------------------------------------------------   Officer (Principal Accounting                            
               Craig E. Holmes                              Officer)                      
  
       /s/     NICHOLAS A. MERRICK                          Executive Vice President and Chief      October 17, 1997  
       ------------------------------------------------     Financial Officer (Principal                             
               Nicholas A. Merrick                          Financial Officer)           
                                                                                         
                                                            Executive Vice President of             October   , 1997  
       --------------------------------------------------   Marketing and Director                                   
               Stephen R. Smith                                                   
  
       /s/     DONALD A. BURNS                              Executive Vice President and            October 17, 1997  
       -----------------------------------------------      Director                                                 
               Donald A. Burns                                      
  
       /s/     HENRY G. LUKEN, III                          Executive Vice President and            October 17, 1997  
       ------------------------------------------------     Director                                                 
               Henry G. Luken, III                                  
  
       /s/     RONALD A. McDOUGALL                          Director                                October 17, 1997  
       ----------------------------------------                                                                      
               Ronald A. McDougall
  
       /s/     T. ALLAN McARTOR                             Director                                October 17, 1997  
       ----------------------------------------------                                                                
               T. Allan McArtor
  II-7
  10
                                   EXHIBIT INDEX
  Exhibit
  Number                         Document Description
  -------                        --------------------
  4.1             Amended and Restated Certificate of Incorporation of the
                   Company, as amended  (incorporated by reference to Exhibit 4.1
                   to Post-Effective Amendment No. 1 on Form S-8 to the Company's
                   Registration Statement on Form S-4 (Commission File No.
                   333-35377)).
        
   4.2             Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to the Company's Registration Statement on Form S-4, as
                   amended (Commission File No. 333-35377)).
        
   4.3             Specimen certificate for the Company's Common Stock
                   (incorporated by reference to Exhibit 4.3 to Post-Effective
                   Amendment No. 1 on Form S-8 to the Company's Registration
                   Statement on Form S-4 (Commission File No. 333-35377)).
        
   4.4*            EXCEL Communications, Inc. 1997 Stock Option Plan.
        
   4.5*            EXCEL Communications, Inc. 1997 Director Stock Option Plan.
        
   5.1*            Opinion of Munsch Hardt Kopf Harr & Dinan, P.C. regarding the
                   validity of the securities being registered.
        
   23.1            Consent of Munsch Hardt Kopf Harr & Dinan, P.C. (included in
                   the opinion filed as Exhibit 5.1 to this Registration
                   Statement).
        
   23.2*           Consent of Arthur Andersen LLP, independent public accountants
                   of Excelcom.
        
   23.3*           Consent of Deloitte & Touche LLP, independent public
                   accountants of Telco.
        
   24.1            Powers of Attorney (included on the signature page of this
                   Registration Statement).
  ___________________
  *Filed herewith.