content: <PAGE>   1
                                           Registration Statement No._____________
  
  
  
                          SECURITY AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
  
                                     OpTel, Inc.
         -------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
            Delaware                                         95-4495524     
  --------------------------------                       ---------------------
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                         Identification No.)
  
  
  
                              1111 W. Mockingbird Lane
                                 Dallas, Texas 75247
         -------------------------------------------------------------------
            (Address, including zip code, of principal executive offices)
  
  
                    OpTel, Inc. 1998 Employee Stock Purchase Plan
         -------------------------------------------------------------------
                              (Full title of the plan)
  
  
                 Louis Brunel, President and Chief Executive Officer
                                     OpTel, Inc.
                              1111 W. Mockingbird Lane
                                 Dallas, Texas 75247
         -------------------------------------------------------------------
                       (Name and address of agent for service)
  
                                   (214) 634-3800
         -------------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                                     Copies to:
  
  Ralph J. Sutcliffe, Esq.                           Michael E. Katzenstein, Esq.
  Kronish, Lieb, Weiner & Hellman LLP                OpTel, Inc.
  1114 Avenue of the Americas                        1111 W. Mockingbird Lane
  New York, New York 10036-7798                      Dallas, Texas 75247
  (212) 479-6170                                     (214) 634-3800
  
  
  
  <PAGE>   2
  
  
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  =====================================================================================================
   Title of                                   Proposed               Proposed                 
  securities              Amount to            maximum               maximum            Amount of
    to be                     be               offering             aggregate          registration 
   offered                registered       price per share(1)    offering price (1)        fee
  -----------------------------------------------------------------------------------------------------
  <S>                     <C>               <C>                  <C>                   <C>
   Class A                                                                   
   Common                                                                   
  Stock, par
  value $.01
   per share               338,553             $ 17.00                5,755,401           $ 1,600
  =====================================================================================================
  </TABLE>
  
  
  (1) Estimated solely for the purpose of calculating the registration fee. Based
  on the estimated initial offering price of the Common Stock to the public
  pursuant to the Company's registration statement under the Securities Act of
  1933, as amended (the "Securities Act") in accordance with rule 457(h) under the
  Securities Act.
  
  In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
  Statement also covers an indeterminate amount of interests to be offered or sold
  pursuant to the employee benefit plan described herein.
  
  
  <PAGE>   3
  
  
  
  
  
  
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
           The following documents filed by OpTel, Inc. ("OpTel" or the "Company")
  with the Securities and Exchange Commission (the "SEC") are incorporated by
  reference herein:
  
           (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  August 31, 1998.
  
           (b) The Company's quarterly reports on Form 10-Q for the quarter ended
  November 30, 1998 and February 28, 1999.
  
           (c) The Company's current reports on Form 8-K filed with the SEC on
  March 25, 1999, January 20, 1999 and January 14, 1999.
  
           (d) The description of the Company's Common Stock which is contained in
  the Company's Registration Statement on Form 8-A under the Securities Exchange
  Act of 1934, as amended, and the rules and regulations promulgated thereunder
  (the "Exchange Act").
  
           All documents subsequently filed by the Company with the SEC pursuant
  to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities registered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference into this Registration Statement and
  to be a part hereof from the date of filing of such documents.
  
  
  Item 4. Description of Securities
  
  Not applicable.
  
  
  Item 5. Interests of Named Experts and Counsel
  
  Not applicable.
  
  
  Item 6. Indemnification of Directors and Officers
  
  
           The Company's Certificate of Incorporation provides that the Company
  shall, to the fullest extent permitted by the Delaware General Corporation Law
  (the "DGCL"), indemnify all persons who
  
  
  <PAGE>   4
  
  
  
  
  it may indemnify pursuant thereto (i.e., directors and officers) and shall
  advance expenses incurred in defending any proceeding for which such right to
  indemnification is applicable, provided that, if the DGCL so requires, the
  indemnitee provides the Company with an undertaking to repay all amounts
  advanced if it is determined by a final judicial decision that such person is
  not entitled to indemnification pursuant to this provision. The Company's
  Certificate of Incorporation also contains a provision eliminating the personal
  liability of the Company's directors for monetary damages for breach of any
  fiduciary duty. By virtue of this provision, under the DGCL, a director of the
  Company will not be personally liable for monetary damages for breach of his
  fiduciary duty as a director, except for liability for (i) any breach of the
  director's duty of loyalty to the Company or its stockholders, (ii) acts or
  omissions not in good faith or which involve intentional misconduct or a knowing
  violation of law, (iii) dividends or stock purchases or redemptions that are
  unlawful under the DGCL and (iv) any transaction from which a director derives
  an improper personal benefit. However, this provision of the Company's
  Certificate of Incorporation pertains only to breaches of duty by directors as
  directors and not in any other corporate capacity such as officers, and limits
  liability only for breaches of fiduciary duties under the DGCL and not for
  violations of other laws, such as the federal securities laws. As a result of
  the inclusion of such provision, stockholders may be unable to recover monetary
  damages against directors for actions taken by them that constitute negligence
  or gross negligence or that are in violation of their fiduciary duties, although
  it may be possible to obtain injunctive or other equitable relief with respect
  to such actions. The inclusion of this provision in the Company's Certificate of
  Incorporation may have the effect of reducing the likelihood of derivative
  litigation against directors, and may discourage or deter stockholders or
  management from bringing a lawsuit against directors for breach of their duty of
  care, even though such an action, if successful, might otherwise have benefitted
  the Company and its stockholders.
  
           The directors and officers of the Company are insured (subject to
  certain exceptions and deductions) against liabilities that they may incur in
  their capacity as such, including liabilities under the Securities Act, under a
  liability insurance policy carried by GVL. Such policy provides coverage in an
  aggregate amount of $50 million (subject to a $250,000 retention) and expires in
  October 2001. The Company expects that this insurance will be renewed in the
  ordinary course.
  
  
  Item 7. Exemption From Registration Claimed
  
  Not applicable.
  
  
  
  
  <PAGE>   5
  
  
  
  
  Item 8. Exhibits
  
  
  4.1      Form of Amended and Restated Certificate of Incorporation of OpTel (to
           be effective upon consummation of the public offering), filed as
           Exhibit 3.1 to Amendment No. 7 to the Company's registration statement
           on Form S-1 filed on May 19, 1999, and incorporated herein by 
           reference.
  
  4.2      Form of Amended and Restated Bylaws of OpTel, filed as Exhibit 3.2 to
           Amendment No. 7 to the Company's registration statement on Form S-1
           filed on May 19, 1999, and incorporated herein by reference.
  
  5.1      Opinion of Kronish, Lieb, Weiner & Hellman LLP.
  
  23.1     Consent of Kronish, Lieb, Weiner & Hellman LLP, included in Exhibit
           5.1.
  
  23.2     Consent of Deloitte & Touche LLP.
  
  
  Item 9. Undertakings
  
  
           The undersigned registrant 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 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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of 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 SEC pursuant to Rule 424(b) if,
                    in the aggregate, the changes in volume and price represent no
                    more than 20 percent change in the maximum aggregate offering
                    price set forth in the "Calculation of Registration Fee" table
                    in the effective registration statement;
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in
  
  
  <PAGE>   6
  
  
  
  
                    the Registration Statement or any material change to
                    such information in the Registration Statement;
  
  provided, however, that paragraphs (i) and (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 SEC by the Company
  pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
  reference in the 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 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.
  
           (4) 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 15(d) of the Exchange Act that is incorporated by
           reference in the 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.
  
                    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 SEC 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.
  
  
  
  
  
  <PAGE>   7
  
  
  
  
                                     SIGNATURES
  
  
           Pursuant to the requirements of the Securities Act, 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 this 18th day of May,
  1999.
  
  
  
                                           OpTel, Inc.
  
  
  
                                           By: /s/ LOUIS BRUNEL
                                              ---------------------------------
                                                 Louis Brunel
                                                 President
                                                 and Chief Executive Officer
  
  
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated below.
  
  
  Principal Executive Officer:
  
  <TABLE>
  
  <S>                                      <C>                         <C>
  /s/ LOUIS BRUNEL
  --------------------------------         President and Chief         May 18, 1999
  Louis Brunel                             Executive Officer           
                                     
                                
  
  
  
  Principal Financial and Accounting Officers:
  
  /s/ BERTRAND BLANCHETTE                                              May 18, 1999
  --------------------------------        Chief Financial Officer      
  Bertrand Blanchette
  
  
  
  /s/  CRAIG MILACEK                                                   May 18, 1999
  --------------------------------        Controller                   
  Craig Milacek
  </TABLE>
  
  
  
  
  
  
  
  
  
  <PAGE>   8
  
  
  
  
  
  Directors:
  
  <TABLE>
  
  <S>                                      <C>                         <C>
  /s/ ANDRE CHAGNON
  --------------------------------        Chairman of the Board         May 18, 1999
  Andre Chagnon                               and Director              
  
  
  
  /s/ ALAIN MICHEL 
  --------------------------------        Vice Chairman of the Board    May 18, 1999
  Alain Michel                                 and Director             
  
  
  /s/ LOUIS BRUNEL 
  --------------------------------                Director              May 18, 1999
  Louis Brunel                                                          
  
  
  /s/ CHRISTIAN CHAGNON
  --------------------------------                Director              May 18, 1999
  Christian Chagnon                                                     
  
  
  /s/ WILLIAM O. HUNT
  --------------------------------                Director              May 18, 1999
  William O. Hunt                                                       
  
  
  /s/ R. DOUGLAS LEONHARD
  --------------------------------                Director              May 18, 1999
  R. Douglas Leonhard                                                 
  
  
  /s/ LYNN MCDONALD    
  --------------------------------                Director              May 18, 1999
  Lynn McDonald                                                         
  
  
  /s/ JAYNE L. STOWELL 
  --------------------------------                Director              May 18, 1999
  Jayne L. Stowell                                                      
  
  /s/ FREDERICK W. BENN
  --------------------------------                Director              May 18, 1999
  Frederick W. Benn                                                      
  </TABLE>
  
  
  
  
  <PAGE>   9
  
  
  
  
                    Pursuant to the requirements of the Securities Act, the
  persons who administer the OpTel, Inc. 1998 Employee Stock Purchase Plan have
  caused this Registration Statement to be signed on their behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
  on May 18, 1999.
  
  
  
                                              OpTel, Inc. 1998 Employee
                                              Stock Purchase Plan
  
  
                                              By: /s/ ALAIN MICHEL
                                                 ------------------------------
                                                  Alain Michel
                                                  Member of the Stock
                                                  Purchase Plan Committee
  
  
  <PAGE>   10
  
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
  Exhibit           Description
  -------           -----------
  <S>               <C>                                                          
  4.1               Form of Amended and Restated Certificate of
                    Incorporation of OpTel (to be effective upon
                    consummation of the public offering), filed as Exhibit
                    3.1 to Amendment No. 7 to the Company's registration
                    statement on Form S-1 filed on May 19, 1999, and
                    incorporated herein by reference.
  
  4.2               Form of Amended and Restated Bylaws of OpTel, filed as
                    Exhibit 3.2 to Amendment No. 7 to the Company's
                    registration statement on Form S-1 filed on May 19,
                    1999, and incorporated herein by reference.
  
  5.1                     Opinion of Kronish, Lieb, Weiner & Hellman LLP.
  
  23.1              Consent of Kronish, Lieb, Weiner & Hellman LLP,
                    included in Exhibit 5.1.
  
  23.2              Consent of Deloitte & Touche LLP.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19164}]
metadata_filer: {"company-data": {"conformed-name": "OPTEL INC", "cik": "0001036712", "assigned-sic": "4841", "irs-number": "954495524", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78787", "film-number": "99630539"}, "business-address": {"street1": "1111 W MOCKINGBIRD LANE", "street2": "SUITE 1000", "city": "DALLAS", "state": "TX", "zip": "75247", "phone": "2146343800"}, "mail-address": {"street1": "1111 W. MOCKINGBIRD LN.", "street2": "SUITE 1000", "city": "DALLAS", "state": "TX", "zip": "75247"}}
text: 1
                                           Registration Statement No._____________
  
                          SECURITY AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                     OpTel, Inc.
         -------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
            Delaware                                         95-4495524     
  --------------------------------                       ---------------------
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                         Identification No.)
  
                              1111 W. Mockingbird Lane
                                 Dallas, Texas 75247
         -------------------------------------------------------------------
            (Address, including zip code, of principal executive offices)
  
                    OpTel, Inc. 1998 Employee Stock Purchase Plan
         -------------------------------------------------------------------
                              (Full title of the plan)
  
                 Louis Brunel, President and Chief Executive Officer
                                     OpTel, Inc.
                              1111 W. Mockingbird Lane
                                 Dallas, Texas 75247
         -------------------------------------------------------------------
                       (Name and address of agent for service)
  
                                   (214) 634-3800
         -------------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                                     Copies to:
  
  Ralph J. Sutcliffe, Esq.                           Michael E. Katzenstein, Esq.
  Kronish, Lieb, Weiner & Hellman LLP                OpTel, Inc.
  1114 Avenue of the Americas                        1111 W. Mockingbird Lane
  New York, New York 10036-7798                      Dallas, Texas 75247
  (212) 479-6170                                     (214) 634-3800
  2
  
                           CALCULATION OF REGISTRATION FEE
  =====================================================================================================
   Title of                                   Proposed               Proposed                 
  securities              Amount to            maximum               maximum            Amount of
    to be                     be               offering             aggregate          registration 
   offered                registered       price per share(1)    offering price (1)        fee
  -----------------------------------------------------------------------------------------------------
  Class A                                                                   
   Common                                                                   
  Stock, par
  value $.01
   per share               338,553             $ 17.00                5,755,401           $ 1,600
  =====================================================================================================
  (1) Estimated solely for the purpose of calculating the registration fee. Based
  on the estimated initial offering price of the Common Stock to the public
  pursuant to the Company's registration statement under the Securities Act of
  1933, as amended (the "Securities Act") in accordance with rule 457(h) under the
  Securities Act.
  
  In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
  Statement also covers an indeterminate amount of interests to be offered or sold
  pursuant to the employee benefit plan described herein.
  3
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
           The following documents filed by OpTel, Inc. ("OpTel" or the "Company")
  with the Securities and Exchange Commission (the "SEC") are incorporated by
  reference herein:
  
           (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  August 31, 1998.
  
           (b) The Company's quarterly reports on Form 10-Q for the quarter ended
  November 30, 1998 and February 28, 1999.
  
           (c) The Company's current reports on Form 8-K filed with the SEC on
  March 25, 1999, January 20, 1999 and January 14, 1999.
  
           (d) The description of the Company's Common Stock which is contained in
  the Company's Registration Statement on Form 8-A under the Securities Exchange
  Act of 1934, as amended, and the rules and regulations promulgated thereunder
  (the "Exchange Act").
  
           All documents subsequently filed by the Company with the SEC pursuant
  to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities registered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference into this Registration Statement and
  to be a part hereof from the date of filing of such documents.
  
  Item 4. Description of Securities
  
  Not applicable.
  
  Item 5. Interests of Named Experts and Counsel
  
  Not applicable.
  
  Item 6. Indemnification of Directors and Officers
  
           The Company's Certificate of Incorporation provides that the Company
  shall, to the fullest extent permitted by the Delaware General Corporation Law
  (the "DGCL"), indemnify all persons who
  4
  
  it may indemnify pursuant thereto (i.e., directors and officers) and shall
  advance expenses incurred in defending any proceeding for which such right to
  indemnification is applicable, provided that, if the DGCL so requires, the
  indemnitee provides the Company with an undertaking to repay all amounts
  advanced if it is determined by a final judicial decision that such person is
  not entitled to indemnification pursuant to this provision. The Company's
  Certificate of Incorporation also contains a provision eliminating the personal
  liability of the Company's directors for monetary damages for breach of any
  fiduciary duty. By virtue of this provision, under the DGCL, a director of the
  Company will not be personally liable for monetary damages for breach of his
  fiduciary duty as a director, except for liability for (i) any breach of the
  director's duty of loyalty to the Company or its stockholders, (ii) acts or
  omissions not in good faith or which involve intentional misconduct or a knowing
  violation of law, (iii) dividends or stock purchases or redemptions that are
  unlawful under the DGCL and (iv) any transaction from which a director derives
  an improper personal benefit. However, this provision of the Company's
  Certificate of Incorporation pertains only to breaches of duty by directors as
  directors and not in any other corporate capacity such as officers, and limits
  liability only for breaches of fiduciary duties under the DGCL and not for
  violations of other laws, such as the federal securities laws. As a result of
  the inclusion of such provision, stockholders may be unable to recover monetary
  damages against directors for actions taken by them that constitute negligence
  or gross negligence or that are in violation of their fiduciary duties, although
  it may be possible to obtain injunctive or other equitable relief with respect
  to such actions. The inclusion of this provision in the Company's Certificate of
  Incorporation may have the effect of reducing the likelihood of derivative
  litigation against directors, and may discourage or deter stockholders or
  management from bringing a lawsuit against directors for breach of their duty of
  care, even though such an action, if successful, might otherwise have benefitted
  the Company and its stockholders.
  
           The directors and officers of the Company are insured (subject to
  certain exceptions and deductions) against liabilities that they may incur in
  their capacity as such, including liabilities under the Securities Act, under a
  liability insurance policy carried by GVL. Such policy provides coverage in an
  aggregate amount of $50 million (subject to a $250,000 retention) and expires in
  October 2001. The Company expects that this insurance will be renewed in the
  ordinary course.
  
  Item 7. Exemption From Registration Claimed
  
  Not applicable.
  5
  
  Item 8. Exhibits
  
  4.1      Form of Amended and Restated Certificate of Incorporation of OpTel (to
           be effective upon consummation of the public offering), filed as
           Exhibit 3.1 to Amendment No. 7 to the Company's registration statement
           on Form S-1 filed on May 19, 1999, and incorporated herein by 
           reference.
  
  4.2      Form of Amended and Restated Bylaws of OpTel, filed as Exhibit 3.2 to
           Amendment No. 7 to the Company's registration statement on Form S-1
           filed on May 19, 1999, and incorporated herein by reference.
  
  5.1      Opinion of Kronish, Lieb, Weiner & Hellman LLP.
  
  23.1     Consent of Kronish, Lieb, Weiner & Hellman LLP, included in Exhibit
           5.1.
  
  23.2     Consent of Deloitte & Touche LLP.
  
  Item 9. Undertakings
  
           The undersigned registrant 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 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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of 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 SEC pursuant to Rule 424(b) if,
                    in the aggregate, the changes in volume and price represent no
                    more than 20 percent change in the maximum aggregate offering
                    price set forth in the "Calculation of Registration Fee" table
                    in the effective registration statement;
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in
  6
  
                    the Registration Statement or any material change to
                    such information in the Registration Statement;
  
  provided, however, that paragraphs (i) and (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 SEC by the Company
  pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
  reference in the 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 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.
  
           (4) 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 15(d) of the Exchange Act that is incorporated by
           reference in the 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.
  
                    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 SEC 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.
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 this 18th day of May,
  1999.
  
                                           OpTel, Inc.
  
                                           By: /s/ LOUIS BRUNEL
                                              ---------------------------------
                                                 Louis Brunel
                                                 President
                                                 and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated below.
  
  Principal Executive Officer:
  /s/ LOUIS BRUNEL
  --------------------------------         President and Chief         May 18, 1999
  Louis Brunel                             Executive Officer           
                                     
                                
  
  Principal Financial and Accounting Officers:
  
  /s/ BERTRAND BLANCHETTE                                              May 18, 1999
  --------------------------------        Chief Financial Officer      
  Bertrand Blanchette
  
  /s/  CRAIG MILACEK                                                   May 18, 1999
  --------------------------------        Controller                   
  Craig Milacek
  8
  
  Directors:
  /s/ ANDRE CHAGNON
  --------------------------------        Chairman of the Board         May 18, 1999
  Andre Chagnon                               and Director              
  
  /s/ ALAIN MICHEL 
  --------------------------------        Vice Chairman of the Board    May 18, 1999
  Alain Michel                                 and Director             
  
  /s/ LOUIS BRUNEL 
  --------------------------------                Director              May 18, 1999
  Louis Brunel                                                          
  
  /s/ CHRISTIAN CHAGNON
  --------------------------------                Director              May 18, 1999
  Christian Chagnon                                                     
  
  /s/ WILLIAM O. HUNT
  --------------------------------                Director              May 18, 1999
  William O. Hunt                                                       
  
  /s/ R. DOUGLAS LEONHARD
  --------------------------------                Director              May 18, 1999
  R. Douglas Leonhard                                                 
  
  /s/ LYNN MCDONALD    
  --------------------------------                Director              May 18, 1999
  Lynn McDonald                                                         
  
  /s/ JAYNE L. STOWELL 
  --------------------------------                Director              May 18, 1999
  Jayne L. Stowell                                                      
  
  /s/ FREDERICK W. BENN
  --------------------------------                Director              May 18, 1999
  Frederick W. Benn
  9
  
                    Pursuant to the requirements of the Securities Act, the
  persons who administer the OpTel, Inc. 1998 Employee Stock Purchase Plan have
  caused this Registration Statement to be signed on their behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
  on May 18, 1999.
  
                                              OpTel, Inc. 1998 Employee
                                              Stock Purchase Plan
  
                                              By: /s/ ALAIN MICHEL
                                                 ------------------------------
                                                  Alain Michel
                                                  Member of the Stock
                                                  Purchase Plan Committee
  10
  
                                    EXHIBIT INDEX
  Exhibit           Description
  -------           -----------
  4.1               Form of Amended and Restated Certificate of
                    Incorporation of OpTel (to be effective upon
                    consummation of the public offering), filed as Exhibit
                    3.1 to Amendment No. 7 to the Company's registration
                    statement on Form S-1 filed on May 19, 1999, and
                    incorporated herein by reference.
  
  4.2               Form of Amended and Restated Bylaws of OpTel, filed as
                    Exhibit 3.2 to Amendment No. 7 to the Company's
                    registration statement on Form S-1 filed on May 19,
                    1999, and incorporated herein by reference.
  
  5.1                     Opinion of Kronish, Lieb, Weiner & Hellman LLP.
  
  23.1              Consent of Kronish, Lieb, Weiner & Hellman LLP,
                    included in Exhibit 5.1.
  
  23.2              Consent of Deloitte & Touche LLP.